[SCHEDULE 13G] United Homes Group, Inc SEC Filing

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, fully guaranteed by Morgan Stanley, is offering Variable Income Memory Auto-Callable Notes due 1 Aug 2030 (Series A GMTN) linked to the worst-performing of five U.S. equities: Palantir (PLTR), lululemon (LULU), Affirm (AFRM), Tesla (TSLA) and Marvell (MRVL). Each note has a $1,000 stated principal amount, will be sold at par and will not be listed on any exchange.

Coupon mechanics. Investors receive a variable monthly coupon determined on each observation date:

• Higher coupon: 8.00% p.a. (plus any memory coupons) if every underlier closes ≥ its 80 % coupon-barrier level.
• Lower coupon: 0.25% p.a. when any underlier is below its barrier.
• Missed higher coupons accrue at 7.75% p.a. and are paid once all underliers are back above their barriers.

Automatic early redemption. Beginning 29 Jul 2026 and monthly thereafter, the notes will be called at par plus the higher coupon (and any unpaid conditional coupons) if every underlier closes ≥ 100 % of its initial level on a redemption-determination date. Otherwise they remain outstanding.

Maturity payment. If not previously called, holders receive the full $1,000 principal on 1 Aug 2030, plus the applicable coupon for the final period. There is no participation in upside appreciation of the stocks.

Key economic terms. • Strike/Pricing Date: 29 Jul 2025 • Estimated value on pricing date: ≈ $948.60 (± $55) – reflects structuring & hedging costs and MS’s internal funding rate • CUSIP 61778NMK4 • Minimum denomination: $1,000.

Principal risks.

• Worst-of structure: one weak underlier can trigger the lower coupon for all investors.
• Early-call risk: reinvestment risk if the notes are redeemed in a lower-rate environment.
• Credit risk: all payments depend on Morgan Stanley; MSFL has no independent assets.
• Liquidity risk: no exchange listing; secondary market, if any, will likely trade below par and below estimated value, especially during the six-month amortisation period.
• Valuation gap: original issue price exceeds estimated fair value by ~5 %, creating an immediate mark-to-market drag.
• Tax: expected CPDI treatment requires accrual of taxable interest regardless of cash received; potential §871(m) considerations for non-U.S. holders.

The product targets yield-focused investors who are comfortable assuming Morgan Stanley credit exposure, worst-of equity risk and potential illiquidity in exchange for a headline 8 % coupon that may not be consistently earned.

Positive

• Headline 8.00 % variable coupon offers above-market income potential when all underliers are stable or appreciating.
• Memory feature allows recovery of previously missed coupons once barriers are cleared, enhancing yield persistence.
• Full principal repayment at maturity (subject to Morgan Stanley credit) provides downside protection compared with equity investment.

Negative

• Estimated fair value (~$948.60) is significantly below the $1,000 issue price, creating an immediate mark-to-market deficit.
• Worst-performing underlier rule means one poorly performing stock cuts coupons for all holders.
• No exchange listing and dealer-driven market imply low liquidity and potentially wide bid-offer spreads.
• Coupon can fall to 0.25 % p.a. for extended periods, leaving investors with sub-Treasury income despite equity exposure.
• All cash flows rely on Morgan Stanley’s credit; a downgrade or default could result in partial or total loss.

Insights

Securities Analyst

TL;DR High-coupon, worst-of memory notes offer yield but embed material equity and liquidity risks; net neutral for Morgan Stanley and most investors.

Assessment. From the issuer’s perspective the deal is inexpensive funding: MS’s estimated value (≈$948.60) implies ~51 bp of economic benefit per note versus par. The structure shifts equity volatility and reinvestment risk to investors while MS retains only its own credit risk.

Investor view. • 8 % headline rate is attractive relative to current investment-grade yields, but hinges on five volatile growth stocks, three of which (PLTR, AFRM, MRVL) historically exhibit high beta.
• ‘Memory’ feature softens missed coupons yet still requires all underliers to recover simultaneously.
• Principal is ostensibly protected, but only if MS remains solvent; the note ranks pari passu with other senior unsecured debt.

Market impact. The ~$??? aggregate size (not disclosed) will be immaterial to Morgan Stanley’s balance sheet and unlikely to affect secondary spreads. Liquidity for investors will be thin due to no listing and dealer discretion. Overall, the note is a complex yield substitute suitable only for sophisticated accounts prepared to model worst-case coupon scenarios.

Risk Analyst

TL;DR Worst-of trigger and credit exposure create asymmetric downside; headline yield may not compensate retail buyers.

Key risks. 1) Correlation risk: Probability that all five names stay above barriers declines sharply with longer tenor, increasing frequency of 0.25 % coupons.
2) Volatility drag: PLTR and AFRM have shown >60 % annualised vol; single-stock shocks can suppress coupons for multiple periods.
3) Call risk: If early redemption occurs in year 2, realised IRR could fall below expectations as reinvestment options may be limited.
4) Secondary valuation: Initial bid could be 95–97 % of face, widening further in stressed markets; exit costs high.
5) Regulatory/tax: CPDI treatment accelerates taxable income relative to cash flow, a frequent source of investor dissatisfaction.

Given these factors, the structure is not impactful for MS but could be negatively impactful for uninformed investors; rating set to neutral overall because the note does what it is designed to do.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

UNITED HOMES GROUP, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

91060H108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 91060H108

1

Names of Reporting Persons

TALL PINES CAPITAL, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,108,278.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,108,278.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.695 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Tall Pines Capital, LLC also owns 2,520,113 in UHGWW

SCHEDULE 13G

CUSIP No. 91060H108

1

Names of Reporting Persons

STONEBRIDGE WEALTH MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 411,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

411,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.897 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Stonebridge Wealth Management, LLC also owns 4,014,975 UHGWW

SCHEDULE 13G

Item 1.
(a)	Name of issuer: UNITED HOMES GROUP, INC.
(b)	Address of issuer's principal executive offices: 917 CHAPIN ROAD, CHAPIN, SC, 29036
Item 2.
(a)	Name of person filing: CHRISTOPHER M. PLAHM
(b)	Address or principal business office or, if none, residence: 1010 JORIE BLVD, SUITE 144, OAK BROOK, IL 60523
(c)	Citizenship: USA
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 91060H108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,429,778
(b)	Percent of class: 6.59%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,429,778
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

TALL PINES CAPITAL, LLC

Signature:	/s/ CHRISTOPHER M PLAHM
Name/Title:	INVESMENT ADVISER
Date:	07/10/2025

STONEBRIDGE WEALTH MANAGEMENT, LLC

Signature:	/s/ CHRISTOPHER M PLAHM
Name/Title:	INVESTMENT ADVISER
Date:	07/10/2025

FAQ

What is the coupon rate on Morgan Stanley’s Variable Income Memory Auto-Callable Notes?

The notes pay 0.25 % p.a. when any stock is below its barrier and 8.00 % p.a. when all five stocks are at or above 80 % of their initial levels.

When can the notes be automatically redeemed?

Starting 29 Jul 2026 and monthly thereafter, the notes are called if all underliers close ≥ 100 % of their initial levels on a redemption-determination date.

Do investors participate in stock price gains of PLTR, LULU, AFRM, TSLA or MRVL?

No. Investors receive fixed coupons only; they do not receive any upside from appreciation of the underlying stocks.

What is the estimated value versus issue price?

Morgan Stanley estimates the value at ≈ $948.60 per $1,000 note on the pricing date, reflecting issuance and hedging costs.

Is my principal protected?

Principal is scheduled to be repaid at maturity or early call, but only if Morgan Stanley meets its obligations; there is no collateral.

How are the notes taxed for U.S. investors?

The issuer intends to treat the notes as contingent payment debt instruments (CPDIs), requiring accrual of taxable interest annually regardless of cash received.

Will the notes trade on an exchange?

No, the notes will not be listed; secondary liquidity depends on dealer willingness to bid.