Nieri Pennington W. 4

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.