United Homes Group (UHG) holder records $1.18-per-share merger cash

Rhea-AI Filing Summary

United Homes Group, Inc. insider PMN Trust 2018, a 10% owner, reported merger-related transactions that eliminate its equity position. The trust disposed of 83,332 shares of Class A Common Stock and 8,954,994 shares of Class B Common Stock back to the issuer as part of a cash merger. Under the merger terms, each Class A and Class B share was canceled and converted into the right to receive $1.18 in cash per share, before tax withholding. The trust also held rights to receive 2,979,418 earn-out shares, which became fixed earlier and were accelerated so that the trust received the same number of Class B shares for no additional consideration before those shares were converted into the same per-share cash amount.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider PMN Trust 2018 dated 7/17/2018, Nieri Patrick Michael

Role null | null

Type	Security	Shares	Price	Value
Other	Rights to Receive Earn Out Shares	2,979,418	$0.00	--
Grant/Award	Class B Common Stock	2,979,418	$0.00	--
Disposition	Class B Common Stock	8,954,994	$0.00	--
Disposition	Class A Common Stock	83,332	$0.00	--

Holdings After Transaction: Rights to Receive Earn Out Shares — 0 shares (Direct, null); Class B Common Stock — 8,954,994 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. These shares are directly owned by PMN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Patrick M. Nieri, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Mr. Nieri has the same address as the Trust (as provided on page 1) and has filed a separate Form 4. 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"). 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. 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. 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. 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.

Key Figures

Class A shares disposed: 83,332 shares Class B shares disposed: 8,954,994 shares Earn-out rights: 2,979,418 rights/shares +1 more

4 metrics

Class A shares disposed 83,332 shares Disposition to issuer on May 4, 2026

Class B shares disposed 8,954,994 shares Disposition to issuer on May 4, 2026

Earn-out rights 2,979,418 rights/shares Rights to receive Earn Out Shares tied to earlier merger

Per Share Amount $1.18 per share Cash paid for each Class A and Class B share in merger

Key Terms

Agreement and Plan of Merger, Earn Out Shares, Per Share Amount, Class B Common Stock, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Earn Out Shares financial

"The Reporting Person received these securities in connection with the merger... The right to receive the Earn Out Shares became fixed"

Per Share Amount financial

"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... (the "Per Share Amount")"

Class B Common Stock financial

"Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Section 13(d) of the Exchange Act regulatory

"a member of a "group" for purposes of Section 13(d) of the Exchange Act"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response:			0.5

X

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PMN Trust 2018 dated 7/17/2018

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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(1)	05/04/2026		D		83,332	D	(2)	0	D

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 Securities Underlying Derivative Security (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: 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(3)	$0	05/04/2026		J(3)			2,979,418	(3)	03/30/2028	Class B Common Stock	2,979,418	(4)	0	D
Class B Common Stock	$0	05/04/2026		A(3)		2,979,418		(5)	(5)	Class A Common Stock	2,979,418	(6)	8,954,994	D
Class B Common Stock	$0	05/04/2026		D			8,954,994	(5)	(5)	Class A Common Stock	8,954,994	(6)	0	D

1. Name and Address of Reporting Person^*

PMN Trust 2018 dated 7/17/2018

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nieri Patrick Michael

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are directly owned by PMN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Patrick M. Nieri, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Mr. Nieri has the same address as the Trust (as provided on page 1) and has filed a separate Form 4.

2. 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").

3. 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.

4. 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.

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.

	/s/ PMN Trust 2018 dated 7/17/2018, By Kathryn Simons through Power of Attorney	05/06/2026
	/s/ Patrick M. Nieri, By Kathryn Simons through Power of Attorney	05/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did PMN Trust 2018 report for United Homes Group (UHG)?

PMN Trust 2018 reported merger-related transactions that removed its equity stake in United Homes Group. It disposed of Class A and Class B shares back to the issuer and had earn-out rights accelerated into shares, all converted into cash at $1.18 per share under the merger.

What cash consideration did United Homes Group (UHG) shareholders receive in this merger?

Each United Homes Group share was canceled and converted into the right to receive $1.18 in cash per share. This applied to both Class A and Class B Common Stock, with the amount paid without interest and subject to applicable tax withholding under the merger agreement.

How many United Homes Group (UHG) Class A shares did PMN Trust 2018 dispose of?

PMN Trust 2018 reported a disposition of 83,332 shares of Class A Common Stock back to United Homes Group. These shares were canceled in the merger and converted into the right to receive cash consideration of $1.18 per share, before any required tax withholding.

What happened to PMN Trust 2018’s Class B Common Stock in United Homes Group (UHG)?

The trust reported disposing of 8,954,994 shares of Class B Common Stock to the issuer in connection with the merger. Each Class B share was canceled and converted into the right to receive the same $1.18 per-share cash amount specified in the merger agreement for all common shares.

How were the earn-out rights for United Homes Group (UHG) handled in this filing?

PMN Trust 2018 held rights to receive 2,979,418 Earn Out Shares tied to an earlier transaction. These rights became fixed on March 30, 2023 and, as a result of the merger, were accelerated so the trust received Class B shares for no additional consideration before conversion to cash.

Is Class B Common Stock of United Homes Group (UHG) convertible, and how did that matter here?

Each share of United Homes Group Class B Common Stock is convertible into one share of Class A Common Stock at any time, with no expiration date. In this merger, both Class A and Class B shares were instead canceled and directly converted into the $1.18 per-share cash right.