13D Filings
United Homes Group, Inc.
UHG
Amendment
Ownership

69.40%

Total Shares

41,186,045

Issuer CIK

1830188

Event Date

Mar 24, 2026

Accepted

Mar 25, 2026, 09:17 PM

Reporting Persons (10)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Michael P. Nieri
Individual
69.40%41,186,04519,509,99821,676,047
Pennington W. Nieri
Individual
44.00%15,202,02615,202,0260
Maigan Nieri Lincks
Individual
36.00%12,173,79112,173,7910
Patrick M. Nieri
Individual
36.00%12,173,79112,173,7910
MEN Trust 2018 dated 7/17/2018
Other
21.80%6,058,9086,058,9080
PWN Trust 2018 dated 7/17/2018
Other
21.80%6,058,9086,058,9080
PMN Trust 2018 dated 7/17/2018
Other
21.80%6,058,9086,058,9080
MPN Grandchildren's Trust 2023 Dated September 12, 2023
Other
7.60%1,705,2151,705,2150
Robyn Nieri
Individual
5.10%1,121,328500,000621,328
White Rock Capital, LLC
Other
2.70%579,318579,3180
Disclosure Items (6)

Security Title

Class A Common Stock, par value $0.0001 per share

Issuer Name

United Homes Group, Inc.

Issuer Address

917 Chapin Road, Chapin, SC, 29036

Filing Persons

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").

Business Address

The principal business address of the Reporting Persons is 917 Chapin Road, Chapin, South Carolina, 29036.

Principal Occupation

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.

Convictions

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.

Citizenship

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.

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.

Percentage of Class

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.

Number of Shares

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.

Shareholders

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.

Date of 5% Ownership

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 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.

Amended and Restated Agreement of Joint Filing dated March 25, 2025, by and among the Reporting Persons

United Homes Group, Inc. — Schedule 13D | 13D Filings