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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 Pennington W. (Last) (First) (Middle) 917 CHAPIN ROAD (Street) CHAPIN SC 29036 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 05/04/2026
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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		A(3)		35,381	A	(3)	241,596	D
Class A Common Stock	05/04/2026		D		241,596	D	(1)	0	D
Class A Common Stock	05/04/2026		D		197,860	D	(1)	0	I(7)	By Two Blue Stallions, LLC
Class A Common Stock	05/04/2026		D		289,659	D	(1)	0	I(8)	By White Rock Investments, LLC
Class A Common Stock	05/04/2026		D		83,332	D	(1)	0	I(9)	By PWN Trust 2018 dated 7/17/2018
Class A Common Stock	05/04/2026		D		980,000	D	(1)	0	I(10)	By Nieri Grandchild Trust

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
Rights to Receive Earn Out Shares(2)	$0	05/04/2026		J(3)			35,381	(2)	03/30/2028	Class A Common Stock	35,381	(3)	0	D
Rights to Receive Earn Out Shares(2)	$0	05/04/2026		J(4)			2,979,418	(2)	03/30/2028	Class B Common Stock	2,979,418	(4)	0	I(9)	By PWN Trust 2018 dated 7/17/2018
Class B Common Stock	$0	05/04/2026		A(4)		2,979,418		(5)	(5)	Class A Common Stock	2,979,418	(6)	8,954,994	I(9)	By PWN Trust 2018 dated 7/17/2018
Class B Common Stock	$0	05/04/2026		D			8,954,994	(5)	(5)	Class A Common Stock	8,954,994	(6)	0	I(9)	By PWN Trust 2018 dated 7/17/2018
Class B Common Stock	$0	05/04/2026		D			725,215	(5)	(5)	Class A Common Stock	725,215	(6)	0	I(10)	By Nieri Grandchild Trust

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. The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. into a wholly owned subsidiary of the Issuer. The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023.

3. As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class A Common Stock for no additional consideration.

4. As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock, through the indirect ownership indicated, for no additional consideration.

5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's election, and has no expiration date.

6. Pursuant to the Merger Agreement, each share of Class B Common Stock was canceled and converted into the right to receive the Per Share Amount.

7. Two Blue Stallions, LLC is a limited liability company of which the reporting person is the sole manager and that is 33% owned by PWN Trust 2021 dated 3/19/21 (the "PWN Trust 2021"), of which the reporting person is a co-trustee and beneficiary, and 0.34% owned by the reporting person. The reporting person disclaims beneficial ownership of the Class A Common Stock held by Two Blue Stallions, LLC and indirectly by the PWN Trust 2021 except to the extent of his pecuniary interest therein.

8. White Rock Investments, LLC is a limited liability company of which the reporting person is the sole manager and that is 50% owned by PWN Trust 2021, a family trust in which the reporting person is a co-trustee and beneficiary. The reporting person disclaims beneficial ownership of the Class A Common Stock held by White Rock Investments, LLC and indirectly by the PWN Trust 2021 except to the extent of his pecuniary interest therein.

9. These shares are directly owned by PWN Trust 2018 dated 7/17/2018 (the "PWN Trust 2018"), which is a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These shares are also indirectly owned by the reporting person, co-trustee and beneficiary of the PWN Trust 2018 and also a member of the "group" for purposes of Section 13(d) of the Exchange Act.

10. The reporting person is the trustee of the MPN Grandchildren's Trust 2023 Dated September 12, 2023 (the "Nieri Grandchild Trust"). Members of the reporting person's immediate family are among the beneficiaries of the Nieri Grandchild Trust. The reporting person disclaims beneficial ownership of the Class A Common Stock held by the Nieri Grandchild Trust except to the extent of his pecuniary interest therein.

	/s/ Pennington W. Nieri, By Kathryn Simons through Power of Attorney	05/05/2026
	** 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).
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