Over 1.5M United Homes Group (UHG) shares surrendered in cash merger

Rhea-AI Filing Summary

United Homes Group, Inc. completed a merger in which each share of Class A Common Stock was canceled and converted into the right to receive cash of $1.18 per share, less tax withholding. Ten percent owner Robyn Nieri disposed of a total of 1,521,328 Class A shares to the issuer in connection with this merger, leaving no reported Class A holdings after the transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Nieri Robyn

Role null

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	1,121,328	$0.00	--
Disposition	Class A Common Stock	400,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 0 shares (Direct, null); Class A Common Stock — 0 shares (Indirect, See Footnote 3.)

Footnotes (1)

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"). 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. Consists of 400,000 shares of Class A Common Stock owned by the reporting person's spouse.

Key Figures

Per Share Merger Cash Amount: $1.18 per share Direct and Joint Shares Before Merger: 1,121,328 shares Spouse-owned Shares: 400,000 shares +2 more

5 metrics

Per Share Merger Cash Amount $1.18 per share Cash paid for each Class A Common Stock share in merger

Direct and Joint Shares Before Merger 1,121,328 shares Class A shares directly owned or in joint account before disposition

Spouse-owned Shares 400,000 shares Class A shares owned by reporting person’s spouse

Total Shares Disposed 1,521,328 shares Class A shares surrendered to issuer in merger-related disposition

Shares After Transaction 0 shares Total Class A Common Stock reported following the dispositions

Key Terms

Agreement and Plan of Merger, Per Share Amount, wholly owned subsidiary, Section 13(d) of the Exchange Act, +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.

Per Share Amount financial

"cash in an amount equal to $1.18 per share... (the "Per Share Amount")"

wholly owned subsidiary financial

"the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

Section 13(d) of the Exchange Act regulatory

"may be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act"

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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^*

Nieri Robyn

(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)

X	Form filed by One Reporting Person
	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	05/04/2026		D		1,121,328	D	(1)	0	D(2)
Class A Common Stock	05/04/2026		D		400,000	D	(1)	0	I(3)	See Footnote 3.

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

Explanation of Responses:

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. 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.

3. Consists of 400,000 shares of Class A Common Stock owned by the reporting person's spouse.

	/s/ Robyn Nieri, By Kathryn Simons through Power of Attorney	05/04/2026
	** 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 does the United Homes Group (UHG) Form 4 filing show for Robyn Nieri?

The Form 4 shows that ten percent owner Robyn Nieri disposed of 1,521,328 shares of United Homes Group Class A Common Stock to the issuer. These dispositions occurred in connection with a merger, leaving no reported Class A shares owned after the transactions.

What cash amount per share did United Homes Group (UHG) stockholders receive in the merger?

Each United Homes Group Class A Common Stock share was converted into the right to receive $1.18 in cash per share, without interest, less applicable tax withholding. This fixed cash consideration is defined as the “Per Share Amount” in the merger agreement.

How many United Homes Group (UHG) shares tied to Robyn Nieri were affected in this Form 4?

The filing reports dispositions of 1,521,328 Class A shares in total. This includes 1,121,328 shares held directly or jointly and 400,000 shares owned by the reporting person’s spouse, all surrendered to the issuer as part of the merger transaction.

Why does Robyn Nieri show zero United Homes Group (UHG) shares after the transaction?

After the merger, each Class A share was canceled and converted into a cash payment right. The Form 4 reports that all reported Class A holdings were disposed of to the issuer, resulting in total shares following the transactions being listed as zero.

What merger is referenced in the United Homes Group (UHG) Form 4 footnotes?

The footnotes reference an Agreement and Plan of Merger among United Homes Group, Stanley Martin Homes, LLC as Parent, and Union MergeCo, Inc. Merger Sub merged into the issuer, which became a wholly owned subsidiary of Parent following the merger’s completion.

How were Robyn Nieri’s and spouse’s United Homes Group (UHG) holdings described before the merger?

Footnotes state Nieri directly owned 500,000 shares and held 621,328 shares in a joint account with a spouse. Another 400,000 shares were owned by the spouse. All these Class A shares were subject to cancellation and cash conversion in the merger.