United Homes Group (UHG) control holders OK merger with Stanley Martin
United Homes Group’s controlling shareholders have updated their ownership and governance details and confirmed support for a planned merger. Michael P. Nieri reports beneficial ownership of 41,186,045 Class A common shares on an as-converted basis, representing 69.4% of the class, through direct holdings, options, Class B shares and family trusts.
The reporting persons together may be deemed to beneficially own 42,455,327 Class A shares, or 71.2% of the Class A shares outstanding, based on 21,853,341 Class A shares as of March 10, 2026. The amendment reflects trustee changes in the Nieri family trusts and notes that Nieri and affiliates holding about 80% of total voting power have already delivered written consent approving a merger in which United Homes Group will become a wholly owned subsidiary of Stanley Martin Homes, LLC.
Positive
- None.
Negative
- None.
Insights
Nieri family confirms super‑majority control and formal backing of UHG’s merger.
This amendment details how Michael P. Nieri and related trusts and entities collectively control most of United Homes Group through Class A and higher‑vote Class B shares. It clarifies precise beneficial stakes and trustee roles across multiple Nieri family vehicles.
A key point is that the reporting persons may be deemed to own 42,455,327 Class A shares, or 71.2% of the outstanding Class A, while Nieri and certain affiliates hold about 80% of total voting power. That concentration enables them to approve major corporate actions unilaterally.
The filing notes they have already executed written consent adopting the Merger Agreement under which United Homes Group will merge into a subsidiary of Stanley Martin Homes, LLC, leaving UHG as a wholly owned subsidiary. Future company disclosures about the merger’s closing and consideration will frame how this control position translates into outcomes for minority shareholders.
AI-generated analysis. How Rhea-AI works. Not financial advice.
See more from StockTitan in Google Search and AI answers.
Adds StockTitan as a preferred source · opens Google
FAQ
What does this Schedule 13D/A amendment disclose for United Homes Group (UHG)?
The amendment updates ownership and governance details for United Homes Group. It shows how Michael P. Nieri and related trusts control most voting power, documents trustee changes, and confirms written consent approving a merger that will make UHG a wholly owned subsidiary of Stanley Martin Homes, LLC.
How much of United Homes Group (UHG) does Michael P. Nieri beneficially own?
Michael P. Nieri reports beneficial ownership of 41,186,045 Class A common shares on an as-converted basis, representing 69.4% of the class. This includes direct Class A holdings, options, Class B shares convertible 1:1 into Class A, and shares held through various Nieri family trusts and related entities.
What percentage of United Homes Group (UHG) may the Nieri reporting group control?
The reporting persons may be deemed to beneficially own 42,455,327 Class A common shares, representing 71.2% of the outstanding Class A shares. This calculation uses 21,853,341 Class A shares outstanding as of March 10, 2026, and assumes conversion or exercise of derivative securities held by the group.
What merger involving United Homes Group (UHG) is referenced in this filing?
The filing references a Merger Agreement under which United Homes Group will merge with and into a wholly owned subsidiary of Stanley Martin Homes, LLC. After completion, United Homes Group will survive as a wholly owned subsidiary of Stanley Martin Homes, aligning control and ownership under the buyer.
How did United Homes Group (UHG) shareholders approve the merger with Stanley Martin Homes?
On February 22, 2026, Michael P. Nieri and certain affiliates, including the reporting persons, executed a written consent adopting the Merger Agreement. Together they hold approximately 80% of the total voting power, allowing approval of the merger without a broader shareholder meeting process.
What trustee and reporting-person changes are described for UHG’s major shareholders?
The amendment removes R. Shelton Twine as a reporting person after his resignation as co-trustee of the Nieri Trusts. It also records new co-trustees: Pennington W. Nieri for the PMN Trust, Maigan Nieri Lincks for the PWN Trust, and Patrick M. Nieri for the MEN Trust, aligning family control structures.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
United Homes Group, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
91060H108 (CUSIP Number) |
Michael P. Nieri
917 Chapin Road,
Chapin, SC, 29036
844-766-4663
917 Chapin Road,
Chapin, SC, 29036
844-766-4663
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/25/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
schemaVersion:
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
Michael P. Nieri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,186,045.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
69.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7 and 9: Consists of (i) 18,321,933 shares of Class B common stock of the Issuer, par value $0.0001 per share (the "Class B Common Shares"), which are convertible on a 1:1 basis into shares of Class A common stock of the Issuer, par value $0.0001 per share (the "Class A Common Shares"), (ii) 538,065 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iii) 650,000 Class A Common shares owned by the Reporting Person. Class B Common Shares are entitled to two votes per share, and Class A Common Shares are entitled to one vote per share.
(3) Note to Row 8: Some of the shares reported in this Amendment No. 6 (this "Amendment No. 6") to the Schedule 13D filed with the SEC on May 10, 2023 (the "Initial Schedule 13D" and, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 10, 2023 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed with the SEC on February 26, 2024 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D filed with the SEC on June 11, 2024 ("Amendment No. 3"), Amendment No. 4 to Schedule 13D filed with the SEC on December 13, 2024 ("Amendment No. 4"), and Amendment No. 5 to Schedule 13D filed with the SEC on May 27, 2024 ("Amendment No. 5"), the "Schedule 13D") as beneficially owned by Michael P. Nieri (including shares owned jointly by Michael Nieri and his spouse, Robyn Nieri), Robyn Nieri (including shares owned jointly by Robyn Nieri and her spouse, Michael Nieri), Pennington W. Nieri (including shares owned by White Rock Capital, LLC and Two Blue Stallions, LLC (together, the "LLCs"), of which in each case Pennington W. Nieri is the sole manager), Maigan Nieri Lincks (previously referred to in the Schedule 13D as Maigan Nieri, her maiden name), Patrick M. Nieri, the PWN Trust 2018 dated 7/17/2018 (the "PWN Trust"), the MEN Trust 2018 dated 7/17/2018 (the "MEN Trust"), and the PMN Trust 2018 dated 7/17/2018 (the "PMN Trust"; each of the PWN Trust, the MEN Trust, and the PMN Trust being a "Nieri Trust" and collectively the "Nieri Trusts"), were acquired as follows:
(A) upon the closing of a business combination between Great Southern Homes, Inc. ("GSH") and DiamondHead Holdings Corp. ("DHHC"; such transaction with GSH, the "Business Combination") on March 30, 2023, pursuant to a Business Combination Agreement by and among, DHHC, Hestia Merger Sub, Inc. ("Merger Sub"), and GSH, pursuant to which (i) Merger Sub merged with and into GSH (the "Merger"), (ii) GSH continued as the surviving entity of the Merger and a wholly-owned subsidiary of DHHC, and (iii) DHHC changed its name to United Homes Group, Inc. (the "Issuer"),
(B) in separate transactions described in Item 3 of the Initial Schedule 13D,
(C) in separate transactions described in Items 3 and 5 of Amendment No. 3,
(D) in separate transactions described in Items 3 and 5 of Amendment No. 4, and
(E) in separate transactions described in Items 3 and 5 of Amendment No. 5.
The shares reported in this Amendment No. 6 as beneficially owned by the MPN Grandchildren's Trust 2023 dated September 12, 2023 (the "Nieri Grandchild Trust") were (i) gifted to the Nieri Grandchild Trust by Michael Nieri in separate transactions described in Item 3 of Amendment No. 1 and Item 3 of Amendment No. 2, and (ii) acquired by the Nieri Grandchild Trust in a separate transaction described in Items 3 and 5 of Amendment No. 3.
Michael Nieri is the grantor of each Nieri Trust and the Nieri Grandchild Trust; is the father of the respective beneficiaries and trustees of each Nieri Trust; is the father of the sole manager and the respective beneficiaries and co-trustees of the trusts that are members of each of the LLCs; and is the grandfather of the beneficiaries of and the father of the trustee of the Nieri Grandchild Trust. Michael Nieri retains the power of substitution with respect to the assets held by each of the Nieri Trusts and the Nieri Grandchild Trust. Michael P. Nieri may be deemed to have or share beneficial ownership with respect to the shares held by the Nieri Trusts, the Nieri Grandchild Trust, and the LLCs; Mr. Nieri disclaims beneficial ownership of these shares.
Pennington W. Nieri is the sole manager of the LLCs. Pennington W. Nieri and Maigan Nieri Lincks are the co-trustees of the PWN Trust. Maigan Nieri Lincks and Patrick M. Nieri are the co-trustees of the MEN Trust. Patrick M. Nieri and Pennington W. Nieri are the trustees of the PMN Trust. Pennington W. Nieri is the trustee of the Nieri Grandchild Trust. All of the Nieri Trusts and the Nieri Grandchild Trust are governed by trust agreements that authorize the trustees or trustee to vote and dispose of the Class A Common Shares held by the respective trust. Michael P. Nieri retains the power of substitution with respect to the assets held by each of the Nieri Trusts and the Nieri Grandchild Trust, pursuant to which Mr. Nieri may remove any or all of the shares held by a trust and replace them with property of equivalent value.
(4) Note to Rows 8 and 10: Composed of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust; (ii) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the MEN Trust; (iii) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust; (iv) 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially owned by the Nieri Grandchild Trust; (v) 621,328 Class A Common Shares jointly held by Michael P. Nieri and his spouse, Robyn Nieri; and (vi) 1,172,780 Class A Common Shares beneficially owned by the LLCs.
(5) Note to Row 11: Composed of (i) 18,321,933 Class B Common Shares; (ii) 538,065 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options; (iii) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust; (iv) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the MEN Trust; (v) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust; (vi) 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially owned by the Nieri Grandchild Trust; (vii) 621,328 Class A Common Shares jointly held by Michael P. Nieri and his spouse, Robyn Nieri; (viii) 1,172,780 Class A Common Shares beneficially owned by the LLCs, and (ix) 650,000 Class A Common Shares owned by the Reporting Person.
(6) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
PWN Trust 2018 dated 7/17/2018 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,058,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference.
(3) Note to Rows 7, 9, and 11: Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares.
(4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(5) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
MPN Grandchildren's Trust 2023 Dated September 12, 2023 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,705,215.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference.
(3) Note to Rows 7, 9, and 11: Consists of 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially owned by the Nieri Grandchild Trust.
(4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(5) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
Pennington W. Nieri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,202,026.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference.
(3) Note to Rows 7, 9, and 11: Consists of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust, (ii) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PMN Trust, (iii) 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially owned by the Nieri Grandchild Trust, (iv) 206,215 Class A Common Shares owned by the Reporting Person, and (v) 1,172,780 Class A Common Shares beneficially owned by the LLCs, for which the Reporting Person serves as the sole manager.
(4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(5) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
MEN Trust 2018 dated 7/17/2018 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,058,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference.
(3) Note to Rows 7, 9, and 11: Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares.
(4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(5) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
Maigan Nieri Lincks | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,173,791.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference.
(3) Note to Rows 7, 9, and 11: Consists of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the MEN Trust, (ii) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PWN Trust, (iii) 5,975 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iv) 50,000 Class A Common Shares owned by the Reporting Person.
(4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(5) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
PMN Trust 2018 dated 7/17/2018 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,058,908.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference.
(3) Note to Rows 7, 9, and 11: Consists of 83,332 Class A Common Shares and 5,975,576 Class B Common Shares.
(4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(5) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
Patrick M. Nieri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,173,791.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7 and 9: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference.
(3) Note to Rows 7, 9, and 11: Consists of (i) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PMN Trust, (ii) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the MEN Trust, (iii) 5,975 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iv) 50,000 Class A Common Shares owned by the Reporting Person.
(4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(5) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
White Rock Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
579,318.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(3) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| CUSIP Number(s): | 91060H108 |
| 1 |
Name of reporting person
Robyn Nieri | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,121,328.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The Reporting Person does not affirm and hereby disclaims membership in a group as described herein. Therefore, the Reporting Person has not checked row 2(a). Because this is a joint filing pursuant to Rule 13d-1(k)(1), pursuant to Instruction 2 to the Schedule 13D cover page, the Reporting Person also has not checked row 2(b).
(2) Note to Rows 7, 8, 9, and 10: Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference.
(3) Note to Rows 8,10, and 11: Consists of 621,328 Class A Common Shares jointly held by the Reporting Person and her spouse, Michael P. Nieri.
(4) Note to Row 11: The Reporting Person disclaims beneficial ownership of the shares reported by all Reporting Persons in this Amendment No. 6 other than as described in the Reporting Person's cover page above and the corresponding Notes.
(5) Note to Row 13: The aggregate percentage of Class A Common Shares reported as beneficially owned by the Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
United Homes Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
917 Chapin Road, Chapin,
SOUTH CAROLINA
, 29036. | |
Item 1 Comment:
Explanatory Note
Defined terms used in this Amendment No.6 and not otherwise defined have the meanings given to them in the footnotes to the cover pages of this Amendment No. 6 and, if not defined in such footnotes, in the Schedule 13D.
This Amendment No. 6 is being filed on behalf of the Reporting Persons reflected in the cover pages of this Amendment No. 6 with respect to the Class A Common Shares of United Homes Group, Inc., a Delaware corporation (the Issuer).
This Amendment No. 6 is being filed to remove R. Shelton Twine as a Reporting Person due to his resignation as a co-Trustee of the Nieri Trusts and to reflect the appointment of replacement Co-Trustees for each of the Nieri Trusts. On March 25, 2026, Mr. Twine resigned as a co-Trustee of the Nieri Trusts and thus ceased to be a beneficial owner of more than 5% of the outstanding Class A Common Shares of the Issuer or any of the other securities owned by the other Reporting Persons, and is no longer a Reporting Person with respect to this joint filing. Also on March 25, 2026, Pennington W. Nieri was appointed as a co-Trustee of the PMN Trust, Maigan Nieri Lincks was appointed as a co-Trustee of the PWN Trust, and Patrick M. Nieri was appointed as a co-Trustee of the MEN Trust. Other than to reflect the foregoing and to update certain holdings of each of Michael P. Nieri, Maigan Nieri Lincks, and Patrick M. Nieri to reflect the vesting of options and Pennington W. Nieri to reflect the forfeiture of options and acquisition of shares, all disclosures set forth in the Initial Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5, are materially unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Pursuant to Section 240.13d-1(k) under the Exchange Act, this Schedule 13D is being filed jointly by Michael P. Nieri, the PWN Trust, the Nieri Grandchild Trust, Pennington W. Nieri, the MEN Trust, Maigan Nieri Lincks, the PMN Trust, Patrick M. Nieri, White Rock Capital, LLC, and Robyn Nieri (the "Reporting Persons"). | |
| (b) | The principal business address of the Reporting Persons is 917 Chapin Road, Chapin, South Carolina, 29036. | |
| (c) | The principal occupation of Michael P. Nieri is as Executive Chairman and Director of the Issuer. The Nieri Trusts and the Nieri Grandchild Trust exist for the benefit of their respective beneficiaries. The principal occupation of Pennington W. Nieri is Managing Principal of a civil engineering firm. The principal occupation of Maigan Nieri Lincks is marketing relations for a land development company affiliated with the Issuer. The principal occupation of Patrick M. Nieri is homebuilding for an independent home builder. Mrs. Nieri is retired. | |
| (d) | During the last five years preceding the date of this filing, no Reporting Person has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years preceding the date of this filing, no Reporting Person has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, which resulted in such Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Each of Michael P. Nieri, Pennington W. Nieri, Maigan Nieri Lincks, Patrick M. Nieri, and Robyn Nieri is a United States citizen. Each beneficiary and trustee of the Nieri Trusts and the Nieri Grandchild Trust is a United States citizen. White Rock Capital, LLC is owned by trusts established for the benefit of Pennington W. Nieri, Maigan Nieri Lincks, and Patrick M. Nieri. | |
| Item 4. | Purpose of Transaction | |
This Amendment No. 6 is being filed to remove R. Shelton Twine as a Reporting Person due to his resignation as a co-Trustee of the Nieri Trusts and to reflect the appointment of replacement Co-Trustees for each of the Nieri Trusts. On March 25, 2026, Mr. Twine resigned as a co-Trustee of the Nieri Trusts and thus ceased to be a beneficial owner of more than 5% of the outstanding Class A Common Shares of the Issuer or any of the other securities owned by the other Reporting Persons, and is no longer a Reporting Person with respect to this joint filing. Also on March 25, 2026, Pennington W. Nieri was appointed as a co-Trustee of the PMN Trust, Maigan Nieri Lincks was appointed as a co-Trustee of the PWN Trust, and Patrick M. Nieri was appointed as a co-Trustee of the MEN Trust. Also, as announced by the Issuer on February 23, 2026, the Issuer has entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Issuer will merge with and into a wholly owned subsidiary of Stanley Martin Homes, LLC ("Parent"), upon completion of which the Issuer will survive as a wholly owned subsidiary of Parent (the "Merger"). On February 22, 2026, Michael P. Nieri and certain of his affiliates, including the Reporting Persons, who collectively hold approximately 80% of the total voting power of the outstanding shares of the Issuer's common stock, executed and delivered to the Issuer a written consent adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference. The aggregate percentage of Class A Common Shares reported as beneficially owned by each Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Act. Any such group that may be deemed to exist would beneficially own 42,455,327 Class A Common Shares representing 71.2% of the Class A Common Shares outstanding, assuming conversion or exercise of derivative securities beneficially owned by the group. | |
| (b) | The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item 5 by reference. The aggregate percentage of Class A Common Shares reported as beneficially owned by each Reporting Person is based on the Issuer having 21,853,341 Class A Common Shares issued and outstanding as of March 10, 2026, as reported in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 13, 2026.
The Reporting Persons may be deemed to constitute a "group" within the meaning of Section 13(d) of the Act. Any such group that may be deemed to exist would beneficially own 42,455,327 Class A Common Shares representing 71.2% of the Class A Common Shares outstanding, assuming conversion or exercise of derivative securities beneficially owned by the group. | |
| (d) | To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Class A Common Shares beneficially owned by the Reporting Persons, provided that the children of Pennington W. Nieri, Maigan Nieri Lincks and Patrick M. Nieri may receive distributions from the various trusts identified herein. | |
| (e) | On March 25, 2026, as a result of his resignation as a co-Trustee of the Nieri Trusts, R. Shelton Twine ceased to beneficially own more than 5% of the Class A Common Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
Note (3) to the cover page for Michael P. Nieri as the Reporting Person above is hereby incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Amended and Restated Agreement of Joint Filing dated March 25, 2025, by and among the Reporting Persons | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|