United Homes Group, Inc.
69.60%
41,059,457
1830188
91060H108
May 21, 2025
May 27, 2025, 05:35 PM
Reporting Persons (11)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Michael P. Nieri | Individual | 69.60% | 41,059,457 | 19,383,410 | 21,482,585 |
| R. Shelton Twine | Individual | 46.70% | 18,557,601 | 18,557,601 | 0 |
| Pennington W. Nieri | Individual | 32.20% | 9,171,044 | 9,171,044 | 0 |
| Maigan Nieri Lincks | Individual | 22.10% | 6,113,389 | 6,113,389 | 0 |
| Patrick M. Nieri | Individual | 22.10% | 6,113,389 | 6,113,389 | 0 |
| PWN Trust 2018 dated 7/17/2018 | Other | 21.90% | 6,058,908 | 6,058,908 | 0 |
| MEN Trust 2018 dated 7/17/2018 | Other | 21.90% | 6,058,908 | 6,058,908 | 0 |
| PMN Trust 2018 dated 7/17/2018 | Other | 21.90% | 6,058,908 | 6,058,908 | 0 |
| MPN Grandchildren's Trust 2023 Dated September 12, 2023 | Other | 7.60% | 1,705,215 | 1,705,215 | 0 |
| Robyn Nieri | Individual | 5.20% | 1,121,538 | 500,000 | 621,538 |
| White Rock Capital, LLC | Other | 2.68% | 579,318 | 579,318 | 0 |
Disclosure Items (7)
Class A Common Stock, par value $0.0001 per share
United Homes Group, Inc.
917 Chapin Road, Chapin, SC, 29036
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, Robyn Nieri, and R. Shelton Twine (the "Reporting Persons").
The principal business address of the Reporting Persons is 917 Chapin Road, Chapin, South Carolina, 29036.
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 serving as Co-Executive VP - Construction Services of the Issuer. The principal occupation of Maigan Nieri Lincks is serving as a project manager for a land development company affiliated with the Issuer. The principal occupation of Patrick M. Nieri is serving as a project manager for a land development company affiliated with the Issuer. Mrs. Nieri is retired. The principal occupation of Mr. Twine is serving as a Co-Chief Operating Officer of the Issuer.
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.
Each of Michael P. Nieri, Pennington W. Nieri, Maigan Nieri Lincks, Patrick M. Nieri, Robyn Nieri, and R. Shelton Twine 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 3 of the Schedule 13D, is hereby amended and supplemented by adding the following: Item 5(c) below is hereby incorporated by reference.
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 shares of Class A Common Stock reported as beneficially owned by each Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025. 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 42,283,437 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.
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 shares of Class A Common Stock reported as beneficially owned by each Reporting Person is based on the Issuer having 21,628,512 Class A Common Shares issued and outstanding as of May 9, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 14, 2025. 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 42,283,437 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.
Except for the transactions described below, none of the Reporting Persons effected transactions in Class A Common Shares during the past 60 days: Michael P. Nieri purchased 250,000 Class A Common Shares on May 22, 2025 at an aggregate purchase price of $492,900 and a price per share of $1.95. The source of funds for such purchase was personal funds. Pennington W. Nieri purchased 50,000 Class A Common Shares on May 22, 2025 at an aggregate purchase price of $98,756 and a price per share of $1.95. The source of funds for such purchase was personal funds. Maigan Nieri Lincks purchased 50,000 Class A Common Shares on May 22, 2025 at an aggregate purchase price of $98,756 and a price per share of $1.95. The source of funds for such purchase was personal funds. Patrick M. Nieri purchased 50,000 Class A Common Shares on May 22, 2025 at an aggregate purchase price of $98,630 and a weighted average price per share of $1.9475 (such shares were purchased at prices ranging from $1.945 to $1.95, inclusive). The source of funds for such purchase was personal funds. Two Blue Stallions, LLC purchased (i) 93,462 Class A Common Shares on May 23, 2025 at an aggregate purchase price of $187,652 and a price per share of $2.0127 (such shares were purchased at prices ranging from $1.9017 to $2.10, inclusive). and (ii) 100,000 Class A Common Shares on May 27, 2025 at an aggregate purchase price of $200,000 and a price per share of $2.00. The source of funds for such purchase was LLC funds. Each of the foregoing purchases were made in multiple transactions and the listed prices are net of commissions.
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 shares of Class A Common Stock 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.
On December 11, 2024, White Rock Capital, LLC ceased to beneficially own of more than 5% of the Class A Common Stock.
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.
None.