Nieri Robyn 4
4 · United Homes Group, Inc. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
United Homes (UHG) 10% Owner Nieri Robyn Sells Shares
What Happened
Nieri Robyn, reported as a 10% owner of United Homes Group, disposed of 1,521,328 shares of Class A Common Stock on May 4, 2026. The dispositions were "to the issuer" under the Merger Agreement (transaction code D) — each share was canceled and converted into the right to receive $1.18 per share (less applicable tax withholding), for gross proceeds of about $1,795,167. The Form 4 lists the per-share price as N/A for the individual entries but the filing’s footnote specifies the $1.18 cash-out amount tied to the merger.
Key Details
- Transaction date: 2026-05-04 (two dispositions filed same day: 1,121,328 shares and 400,000 shares).
- Consideration: $1.18 per share under the Merger Agreement; total ≈ $1,795,167 before withholding.
- Shares owned after transaction: these reported holdings were fully converted in the merger (effectively zero Class A shares remaining from the disclosed positions).
- Footnotes: F1 explains the merger and per-share cash consideration; F2/F3 breakdown prior ownership (500,000 direct + 621,328 joint = 1,121,328; 400,000 held by spouse).
- Filing timeliness: Reported and filed on 2026-05-04 (same-day filing).
Context
This was a corporate cash-out due to a merger (Merger Sub merged into United Homes and shares were canceled for cash). Dispositions "to the issuer" in this context are not open-market sales and reflect the merger payout rather than an insider choosing to sell into the market. As a 10% owner, this transaction represents disposition of a significant ownership stake as part of the corporate deal, not necessarily a signal about future company prospects.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-05-04−1,121,328→ 0 total - Disposition to Issuer
Class A Common Stock
[F1][F3]2026-05-04−400,000→ 0 total(indirect: See Footnote 3.)
Footnotes (3)
- [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").
- [F2]Consists of (i) 500,000 shares of Class A Common Stock directly owned by the reporting person, who may be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act, and (ii) 621,328 shares of Class A Common Stock held in a joint account with the reporting person's spouse, who may also be deemed to be a member of the "group" for purposes of Section 13(d) of the Exchange Act.
- [F3]Consists of 400,000 shares of Class A Common Stock owned by the reporting person's spouse.