Nieri Patrick Michael 4

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.