Nieri Robyn 4

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.