Nieri Michael P. 4

What Happened

• Michael P. Nieri, a reported 10% owner of United Homes Group, disposed/converted multiple holdings on May 4, 2026 in connection with the company's merger. The filing shows roughly 40,360,115 shares were disposed or converted (including Class A, Class B, derivative awards and related items). Under the Merger Agreement each share was converted into the right to receive $1.18 per share, for gross proceeds of about $47.6 million (before applicable tax withholding). Several derivative awards (PSUs, options, earn-out shares) were accelerated, converted to stock or canceled as part of the deal.

Key Details

• Transaction date: May 4, 2026 (filed Period of Report: 2026-05-04). Price reported as N/A because shares were converted to a cash right under the merger.
• Per-share merger consideration: $1.18 per share (Merger Agreement).
• Approximate shares disposed/converted: 40,360,115 shares.
• Approximate gross cash consideration: ~ $47.6 million (40,360,115 × $1.18), less any applicable tax withholdings.
• Derivative/award actions: Earn-out shares accelerated and converted to Class B then into cash; PSUs canceled for a lump-sum cash payment (performance deemed 100%); certain options were canceled with no cash payment. (See filing footnotes F1–F7.)
• Family holdings noted: includes 621,328 Class A shares in a joint account with spouse and 500,000 shares owned by spouse (footnotes F8–F9).
• Shares owned after transaction: filing shows conversions/cancellations tied to the merger; the report does not list remaining public holdings separately.

Context

• These actions are merger-driven dispositions and conversions rather than open-market selling or purchases—shares and awards were converted into the right to receive cash per the Merger Agreement. For a 10% owner like Nieri, this reflects the contractual outcome of the corporate transaction (not an ordinary insider trade). The filing does not indicate lateness; all items are reported in the May 4, 2026 Form 4.