Nieri Patrick Michael 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 Patrick M. Nieri Sells ~12.42M Shares

What Happened

Patrick M. Nieri (reported as a 10% owner) disposed of a large block of United Homes Group, Inc. (UHG) securities on May 4, 2026 as part of the merger with Stanley Martin Homes. The Form 4 shows multiple dispositions to the issuer (and related derivative conversions/terminations) totaling 12,422,307 shares (including direct and derivative share items). Per the Merger Agreement footnotes, each canceled share was converted into the right to receive $1.18 per share, implying gross cash consideration of approximately $14.66 million (before applicable tax withholding). Some items reported as acquisitions/awards reflect earn‑out shares or derivative conversions that were accelerated and then canceled in the merger.

Key Details

Transaction date: May 4, 2026; Form 4 filed May 5, 2026 (timely filing).
Transaction types on the Form 4: multiple dispositions to issuer (Code D), awards/acquisitions (Code A), and “other” derivative conversions/terminations (Code J).
Shares involved: aggregated reported activity equals ~12,422,307 shares (sum of all disposal and derivative items reported).
Price shown on Form 4: N/A for individual lines; Merger Agreement footnote (F1 & F6) sets Per Share Amount = $1.18 per share (cash consideration), subject to applicable tax withholding.
Shares owned after transaction: Form 4 does not list a clear remaining holding balance; many classes were canceled/converted under the merger, so the insider appears to have been cashed out for the reported shares.
Notable footnotes: earn‑out shares were accelerated and converted (F2–F5), certain options were canceled without cash payment (F7), and some holdings are held indirectly by family trusts/LLCs with related disclaimers (F8–F10).

Context

This activity reflects a merger cash‑out (shares canceled and converted into merger consideration), not an open‑market sale—so it’s liquidity from the corporate transaction rather than insider selling into the market. For 10% owners, these filings document institutional-level disposition from a corporate event; derivative entries reflect conversion or termination of earn‑outs/options tied to the merger. The filing is factual and timely; it does not indicate the insider’s market sentiment beyond participation in the merger terms.

Insider Transaction Report

Form 4Exit

Period: 2026-05-04

United Homes Group, Inc.UHG

Nieri Patrick Michael

10% Owner

Transactions

Award
Class A Common Stock
[F3]
2026-05-04+2,979→ 52,979 total
Disposition to Issuer
Class A Common Stock
[F1]
2026-05-04−52,979→ 0 total
Disposition to Issuer
Class A Common Stock
[F1][F8]
2026-05-04−197,801→ 0 total(indirect: By LLC)
Disposition to Issuer
Class A Common Stock
[F1][F9]
2026-05-04−144,829→ 0 total(indirect: By LLC)
Disposition to Issuer
Class A Common Stock
[F1][F10]
2026-05-04−83,332→ 0 total(indirect: By Trust)
Other
Rights to Receive Earn Out Shares
[F2][F3]
2026-05-04−2,979→ 0 total
Exercise: $0.00Exp: 2028-03-30→ Class A Common Stock (2,979 underlying)
Other
Rights to Receive Earn Out Shares
[F2][F4][F10]
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][F10]
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][F10]
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
Stock Option (Right to Buy)
[F7]
2026-05-04−5,975→ 0 total
Exercise: $2.80Exp: 2032-01-19→ Class A Common Stock (5,975 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]These shares are directly owned by PMN Trust 2018 dated 7/17/2018 (the "PMN 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 PMN Trust 2018 and also a member of the "group" for purposes of Section 13(d) of the Exchange Act.
[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]Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof.
[F8]Two Blue Stallions, LLC is a limited liability company that is 33% owned by PMN Trust 2021 dated 3/19/21 (the "PMN Trust 2021"), of which the reporting person is a co-trustee and beneficiary, and 0.33% 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 PMN Trust 2021 except to the extent of his pecuniary interest therein.
[F9]White Rock Investments, LLC is a limited liability company that is 25% owned by PMN 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 PMN Trust 2021 except to the extent of his pecuniary interest therein.

Signature

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

Documents

1 file

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