United Homes Group Inc.

05/04/2026 | Press release | Distributed by Public on 05/04/2026 16:17

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nieri Michael P.
2. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [UHG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
917 CHAPIN ROAD
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026
(Street)
CHAPIN, SC 29036
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/04/2026 D 1,271,328 D (1) 0 D(8)
Class A Common Stock 05/04/2026 D 500,000 D (1) 0 I(9) See Footnote 9.
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Rights to Receive Earn Out Shares(2) $ 0 05/04/2026 J(3) 9,496,897 (2) 03/30/2028 Class B Common Stock 9,496,897 (3) 0 D
Class B Common Stock $ 0 05/04/2026 A(3) 9,496,897 (4) (4) Class A Common Stock 9,496,897 (5) 27,818,830 D
Class B Common Stock $ 0 05/04/2026 D 27,818,830 (4) (4) Class A Common Stock 27,818,830 (5) 0 D
Stock Option (Right to Buy) $11.64 05/04/2026 D 654,206 (6) 05/25/2033 Class A Common Stock 654,206 (6) 0 D
Stock Option (Right to Buy) $6.96 05/04/2026 D 337,500 (6) 02/16/2034 Class A Common Stock 337,500 (6) 0 D
Stock Option (Right to Buy) $4.42 05/04/2026 D 168,854 (6) 01/22/2035 Class A Common Stock 168,854 (6) 0 D
Performance Share Units (7) 05/04/2026 D 112,500 (7) 02/16/2034 Class A Common Stock 112,500 (7) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nieri Michael P.
917 CHAPIN ROAD
CHAPIN, SC 29036
X X Executive Chairman

Signatures

/s/ Michael P. Nieri, By Kathryn Simons through Power of Attorney 05/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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").
(2) 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.
(3) As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock for no additional consideration.
(4) 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.
(5) 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.
(6) Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof.
(7) Pursuant to the Merger Agreement, the performance stock units ("PSUs") were canceled in exchange for the right to receive a lump-sum cash payment, less applicable tax withholdings, equal to the Per Share Amount multiplied by the aggregate number of shares of Class A common stock subject to the PSUs immediately before the Effective Time (with any performance-based goals deemed to 1 be achieved and satisfied at 100%).
(8) Includes 621,328 shares of Class A Common Stock held in a joint account with the reporting person's spouse.
(9) Consists of 500,000 shares of Class A Common Stock owned by the reporting person's spouse.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
United Homes Group Inc. published this content on May 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 04, 2026 at 22:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]