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. Checkbox not checked

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).






SCHEDULE 13D




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) 411,477 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. 5 (this "Amendment No. 5") 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"), and Amendment No. 4 to Schedule 13D filed with the SEC on December 13, 2024 ("Amendment No. 4"), 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, R. Shelton Twine, 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 this Amendment No. 5. The shares reported in this Amendment No. 5 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 co-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; is the brother-in-law of R. Shelton Twine, the co-trustee of each Nieri Trust and co-trustee 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 R. Shelton Twine are the co-trustees of the PWN Trust. Maigan Nieri Lincks and R. Shelton Twine are the co-trustees of the MEN Trust. Patrick M. Nieri and R. Shelton Twine are the co-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 Class A Common 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) 411,477 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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) 980,000 Class A Common Shares and 725,215 Class B Common Shares beneficially owned by the Nieri Grandchild Trust, (iii) 184,141 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iv) 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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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) 4,481 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iii) 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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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) 4,481 Class A Common Shares that the Reporting Person may acquire pursuant to the exercise of stock options, and (iii) 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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D




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) 196,736 Class A Common Shares owned by the Reporting Person, (ii) 184,141 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, and (v) 83,332 Class A Common Shares and 5,975,576 Class B Common Shares beneficially owned by the PMN Trust. (4) Note to Rows 7, 9, and 11: The Reporting Person disclaims beneficial ownership of the shares reported in this Amendment No. 5 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 shares of Class A Common Stock reported as beneficially owned by the 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.


SCHEDULE 13D


 
Michael P. Nieri
 
Signature:/s/ Michael P. Nieri
Name/Title:MICHAEL P. NIERI
Date:05/27/2025
 
PWN Trust 2018 dated 7/17/2018
 
Signature:/s/ Pennington W. Nieri
Name/Title:Pennington W. Nieri, Co-Trustee
Date:05/27/2025
 
Signature:/s/ R. Shelton Twine
Name/Title:R. Shelton Twine, Co-Trustee
Date:05/27/2025
 
MPN Grandchildren's Trust 2023 Dated September 12, 2023
 
Signature:/s/ Pennington W. Nieri
Name/Title:Pennington W. Nieri, Trustee
Date:05/27/2025
 
Pennington W. Nieri
 
Signature:/s/ Pennington W. Nieri
Name/Title:PENNINGTON W. NIERI
Date:05/27/2025
 
MEN Trust 2018 dated 7/17/2018
 
Signature:/s/ Maigan Nieri Lincks
Name/Title:Maigan Nieri Lincks, Co-Trustee
Date:05/27/2025
 
Signature:/s/ R. Shelton Twine
Name/Title:R. Shelton Twine, Co-Trustee
Date:05/27/2025
 
Maigan Nieri Lincks
 
Signature:/s/ Maigan Nieri Lincks
Name/Title:MAIGAN NIERI LINCKS
Date:05/27/2025
 
PMN Trust 2018 dated 7/17/2018
 
Signature:/s/ Patrick M. Nieri
Name/Title:Patrick M. Nieri, Co-Trustee
Date:05/27/2025
 
Signature:/s/ R. Shelton Twine
Name/Title:R. Shelton Twine, Co-Trustee
Date:05/27/2025
 
Patrick M. Nieri
 
Signature:/s/ Patrick M. Nieri
Name/Title:PATRICK M. NIERI
Date:05/27/2025
 
White Rock Capital, LLC
 
Signature:/s/ Pennington W. Nieri
Name/Title:Pennington W. Nieri, Manager
Date:05/27/2025
 
Robyn Nieri
 
Signature:/s/ Robyn Nieri
Name/Title:ROBYN NIERI
Date:05/27/2025
 
R. Shelton Twine
 
Signature:/s/ R. Shelton Twine
Name/Title:R. SHELTON TWINE
Date:05/27/2025