Nieri Pennington W. 4

4 · United Homes Group, Inc. · Filed May 5, 2026

Research Summary

AI-generated summary of this filing

Updated May 5, 2026

United Homes (UHG) 10% Owner W. Nieri Pennington Sells Shares

What Happened

W. Nieri Pennington (reported as a 10% owner) reported multiple transactions tied to United Homes Group's merger on May 4, 2026. The filing shows a series of awards/acquisitions and many dispositions to the issuer (including derivative-related items). In aggregate the reporting person disposed of about 14,487,455 shares that were canceled and converted into cash under the merger consideration of $1.18 per share — roughly $17.1 million.
The filing also shows award/acquisition entries totaling about 3,014,799 shares (derivative/earn‑out related) that, per the footnotes, were accelerated/converted in connection with the merger and then canceled/converted to cash.

Key Details

Transaction date: May 4, 2026; Form 4 filed May 5, 2026 (one day after the transactions).
Consideration: Per the Merger Agreement, each share was converted into the right to receive $1.18 per share (footnotes F1, F6). The Form 4 lists per-share price as N/A but the merger footnotes set the cash amount.
Approximate shares disposed (total shown on the filing): 14,487,455 shares → ≈ $17.1M cash at $1.18/share.
Awarded/acquired items shown in the filing: ~3,014,799 shares (earn‑out/derivative related) that were accelerated/converted by the merger (footnotes F2–F4).
Reporting status & disclaimers: Reporting person is trustee of certain family trusts and manager of affiliated LLCs; footnotes (F7–F10) clarify indirect ownership and disclaimers of beneficial ownership except to the extent of pecuniary interest.
Nature of transaction: Merger-related cancellations/conversions (not an open-market sale). These are routine corporate‑transaction conversions, not standard executive buying/selling.

Context

Footnotes explain earn‑out shares were accelerated and converted into Class A or Class B shares and then canceled for the per‑share cash amount. Class B shares were also canceled and converted under the merger (F2–F6).
For retail investors: this is merger consideration being paid to holders (corporate restructuring), so it reflects transaction mechanics rather than a personal market-timing trade.

Insider Transaction Report

Form 4Exit

Period: 2026-05-04

United Homes Group, Inc.UHG

Nieri Pennington W.

10% Owner

Transactions

Award
Class A Common Stock
[F3]
2026-05-04+35,381→ 241,596 total
Disposition to Issuer
Class A Common Stock
[F1]
2026-05-04−241,596→ 0 total
Disposition to Issuer
Class A Common Stock
[F1][F7]
2026-05-04−197,860→ 0 total(indirect: By LLC)
Disposition to Issuer
Class A Common Stock
[F1][F8]
2026-05-04−289,659→ 0 total(indirect: By LLC)
Disposition to Issuer
Class A Common Stock
[F1][F9]
2026-05-04−83,332→ 0 total(indirect: By Trust)
Disposition to Issuer
Class A Common Stock
[F1][F10]
2026-05-04−980,000→ 0 total(indirect: By Trust)
Other
Rights to Receive Earn Out Shares
[F2][F3]
2026-05-04−35,381→ 0 total
Exercise: $0.00Exp: 2028-03-30→ Class A Common Stock (35,381 underlying)
Other
Rights to Receive Earn Out Shares
[F2][F4][F9]
2026-05-04−2,979,418→ 0 total(indirect: By Trust)
Exercise: $0.00Exp: 2028-03-30→ Class B Common Stock (2,979,418 underlying)
Award
Class B Common Stock
[F4][F6][F5][F9]
2026-05-04+2,979,418→ 8,954,994 total(indirect: By Trust)
Exercise: $0.00→ Class A Common Stock (2,979,418 underlying)
Disposition to Issuer
Class B Common Stock
[F6][F5][F9]
2026-05-04−8,954,994→ 0 total(indirect: By Trust)
Exercise: $0.00→ Class A Common Stock (8,954,994 underlying)
Disposition to Issuer
Class B Common Stock
[F6][F5][F10]
2026-05-04−725,215→ 0 total(indirect: By Trust)
Exercise: $0.00→ Class A Common Stock (725,215 underlying)

Footnotes (10)

[F1]Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), among the Issuer, Stanley Martin Homes, LLC ("Parent") and Union MergeCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger") and each share of Class A Common Stock was canceled and converted into the right to receive cash in an amount equal to $1.18 per share, without interest thereon, less applicable tax withholding (the "Per Share Amount").
[F10]The reporting person is the trustee of the MPN Grandchildren's Trust 2023 Dated September 12, 2023 (the "Nieri Grandchild Trust"). Members of the reporting person's immediate family are among the beneficiaries of the Nieri Grandchild Trust. The reporting person disclaims beneficial ownership of the Class A Common Stock held by the Nieri Grandchild Trust except to the extent of his pecuniary interest therein.
[F2]The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. into a wholly owned subsidiary of the Issuer. The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023.
[F3]As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class A Common Stock for no additional consideration.
[F4]As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock, through the indirect ownership indicated, for no additional consideration.
[F5]Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's election, and has no expiration date.
[F6]Pursuant to the Merger Agreement, each share of Class B Common Stock was canceled and converted into the right to receive the Per Share Amount.
[F7]Two Blue Stallions, LLC is a limited liability company of which the reporting person is the sole manager and that is 33% owned by PWN Trust 2021 dated 3/19/21 (the "PWN Trust 2021"), of which the reporting person is a co-trustee and beneficiary, and 0.34% owned by the reporting person. The reporting person disclaims beneficial ownership of the Class A Common Stock held by Two Blue Stallions, LLC and indirectly by the PWN Trust 2021 except to the extent of his pecuniary interest therein.
[F8]White Rock Investments, LLC is a limited liability company of which the reporting person is the sole manager and that is 50% owned by PWN Trust 2021, a family trust in which the reporting person is a co-trustee and beneficiary. The reporting person disclaims beneficial ownership of the Class A Common Stock held by White Rock Investments, LLC and indirectly by the PWN Trust 2021 except to the extent of his pecuniary interest therein.
[F9]These shares are directly owned by PWN Trust 2018 dated 7/17/2018 (the "PWN Trust 2018"), which is a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These shares are also indirectly owned by the reporting person, co-trustee and beneficiary of the PWN Trust 2018 and also a member of the "group" for purposes of Section 13(d) of the Exchange Act.

Signature

/s/ Pennington W. Nieri, By Kathryn Simons through Power of Attorney|2026-05-05

Documents

1 file

4
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