United Homes Group Inc.

05/05/2026 | Press release | Distributed by Public on 05/05/2026 16:29

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 Pennington W.
2. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [UHG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(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 A(3) 35,381 A (3) 241,596 D
Class A Common Stock 05/04/2026 D 241,596 D (1) 0 D
Class A Common Stock 05/04/2026 D 197,860 D (1) 0 I(7) By Two Blue Stallions, LLC
Class A Common Stock 05/04/2026 D 289,659 D (1) 0 I(8) By White Rock Investments, LLC
Class A Common Stock 05/04/2026 D 83,332 D (1) 0 I(9) By PWN Trust 2018 dated 7/17/2018
Class A Common Stock 05/04/2026 D 980,000 D (1) 0 I(10) By Nieri Grandchild Trust
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) 35,381 (2) 03/30/2028 Class A Common Stock 35,381 (3) 0 D
Rights to Receive Earn Out Shares(2) $ 0 05/04/2026 J(4) 2,979,418 (2) 03/30/2028 Class B Common Stock 2,979,418 (4) 0 I(9) By PWN Trust 2018 dated 7/17/2018
Class B Common Stock $ 0 05/04/2026 A(4) 2,979,418 (5) (5) Class A Common Stock 2,979,418 (6) 8,954,994 I(9) By PWN Trust 2018 dated 7/17/2018
Class B Common Stock $ 0 05/04/2026 D 8,954,994 (5) (5) Class A Common Stock 8,954,994 (6) 0 I(9) By PWN Trust 2018 dated 7/17/2018
Class B Common Stock $ 0 05/04/2026 D 725,215 (5) (5) Class A Common Stock 725,215 (6) 0 I(10) By Nieri Grandchild Trust

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nieri Pennington W.
917 CHAPIN ROAD
CHAPIN, SC 29036
X

Signatures

/s/ Pennington W. Nieri, By Kathryn Simons through Power of Attorney 05/05/2026
**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 A Common Stock for no additional consideration.
(4) 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.
(5) 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.
(6) 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.
(7) Two Blue Stallions, LLC is a limited liability company of which the reporting person is the sole manager and that is 33% owned by PWN Trust 2021 dated 3/19/21 (the "PWN Trust 2021"), of which the reporting person is a co-trustee and beneficiary, and 0.34% 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 PWN Trust 2021 except to the extent of his pecuniary interest therein.
(8) White Rock Investments, LLC is a limited liability company of which the reporting person is the sole manager and that is 50% owned by PWN 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 PWN Trust 2021 except to the extent of his pecuniary interest therein.
(9) These shares are directly owned by PWN Trust 2018 dated 7/17/2018 (the "PWN 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 PWN Trust 2018 and also a member of the "group" for purposes of Section 13(d) of the Exchange Act.
(10) The reporting person is the trustee of the MPN Grandchildren's Trust 2023 Dated September 12, 2023 (the "Nieri Grandchild Trust"). Members of the reporting person's immediate family are among the beneficiaries of the Nieri Grandchild Trust. The reporting person disclaims beneficial ownership of the Class A Common Stock held by the Nieri Grandchild Trust except to the extent of his pecuniary interest therein.
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 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 05, 2026 at 22:29 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]