Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2024

UNITED HOMES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39936

85-3460766

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


917 Chapin Road Chapin, South Carolina			29036
(Address of principal executive offices)			(Zip Code)

(844) 766-4663

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Shares, par value $0.0001 per share

UHG

The Nasdaq Stock Market LLC

Warrants, each exercisable for one Class A Common Share for $11.50 per share

UHGWW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Transition

On September 25, 2024, United Homes Group, Inc. (the “Company”) announced that on October 1, 2024, Michael P. Nieri will transition from Chief Executive Officer of the Company to Executive Chairman. Mr. Nieri will continue to serve as a member of the Company’s board of directors (the “Board”).

Appointment of Jamie Pirrello as Interim Chief Executive Officer

Concurrently with the effectiveness of Mr. Nieri’s transition to Executive Chairman, the Board appointed Jamie Pirrello, a current member of the Board and a consultant to the Company, as interim Chief Executive Officer of the Company. The Company indicated that the Board intends to undertake a search to identify the Company’s next permanent Chief Executive Officer and will consider internal and external candidates.

Mr. Pirrello, age 66, has over 30 years’ experience in the homebuilding industry, having served most recently as a Regional President for Century Communities, Inc. (NYSE: CCS) from 2018 through February 2023, overseeing their Southeast, Texas, and Florida regions. After leaving Century Communities, Mr. Pirrello has been the Managing Partner of Berkeley-Columbia Consulting Group, a consultancy firm focused on the homebuilding industry. Mr. Pirrello earned two MBAs, from Columbia University and the University of California at Berkeley, a Masters in Education from The George Washington University, and his undergraduate degree in accounting from Juniata College.

There are no arrangements or understandings between Mr. Pirrello and other persons pursuant to which he was selected as interim Chief Executive Officer. Mr. Pirrello has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Securities and Exchange Commission Regulation S-K.

The specific compensatory plans or arrangements for Messrs. Nieri and Pirrello have not been finally determined at this time and, therefore, currently are unavailable. The Company will file an amendment to this Current Report on Form 8-K containing such information within four business days after it is determined or becomes available.

Item 7.01. Regulation FD Disclosure.

On September 25, 2024, the Company issued a press release regarding the events described in Item 5.02 above.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:


Exhibit No.						Description
99.1						Press Release, dated September 25, 2024 (furnished only)
104						Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 25, 2024


			United Homes Group, Inc.

			By:			/s/ Keith Feldman
			Name:			Keith Feldman
			Title:			Chief Financial Officer

Exhibit 99.1

United Homes Group Announces Executive Leadership Changes

COLUMBIA, SC – September 25, 2024 – United Homes Group, Inc. (the “Company”) (NASDAQ: UHG), today announced that on October 1, 2024, Michael Nieri, the Company’s founder, Chairman, and Chief Executive Officer, will transition to Executive Chairman of the Company. As Executive Chairman, Mr. Nieri will shift his leadership time and energies to focus primarily on the Company’s strategic future. Concurrently with the effectiveness of Mr. Nieri’s transition to Executive Chairman, Jamie Pirrello, currently a member of the Company’s board of directors and a consultant to the Company, was named interim Chief Executive Officer of the Company. The Company’s board of directors intends to undertake a search to identify the Company’s next permanent CEO and will consider internal and external candidates.

During his tenure with the Company to date, Mr. Nieri has overseen the tremendous growth and transformation of the Company from the founding of Great Southern Homes in 2004 through its transition to becoming a public company in 2023. Mr. Nieri also helmed the Company through its completion of three homebuilder acquisitions since becoming a public company, and the Company’s recent designation as 2024’s Builder of the Year by Builder Magazine.

Mr. Nieri stated, “I am incredibly proud of what this company has accomplished. We have assembled an excellent management team that is focused on growing the business and executing on our objectives as a public company. Our tremendous growth and transformation, including becoming a publicly traded company and listing on Nasdaq in 2023, necessitates these changes and this division of responsibilities. I’m excited about this transition to the next phase of leadership of the company and partnering with Jamie to further the company’s growth trajectory. As Executive Chairman, I will stay engaged with the company’s strategic initiatives but also explore other things that are important to me, including philanthropic activities and spending more time with my family and my grandchildren.”

Mr. Pirrello served as a Regional President for Century Communities, Inc. (NYSE: CCS) from 2018 through February 2023, overseeing their Southeast, Texas, and Florida regions. After leaving Century Communities, Mr. Pirrello has been the Managing Partner of Berkeley-Columbia Consulting Group, a consultancy firm focused on the homebuilding industry. He also previously served as CFO of Interior Logic Group (“ILG”), one of the nation’s largest flooring and finishes contractors to homebuilders, multifamily builders, and big box home supply stores. During his tenure at ILG, in early 2018, he guided the company through its merger with Interior Specialists, ILG’s largest competitor. From 2016 to 2017, Mr. Pirrello was the CFO of UCP, Inc. (NYSE: UCP), a San Jose-based land developer and homebuilder that was acquired by Century Communities in 2017. Before UCP, Mr. Pirrello spent most of his 30 years in homebuilding with large public and private builders, including PulteGroup, Inc. (NYSE: PHM), NVR, Inc. (NYSE: NVR), First Homebuilders of Florida, and BCB Homes, in markets throughout the United States. He has raised billions of dollars in capital, both public and private, and including debt and equity. Mr. Pirrello has extensive experience in M&A transactions and homebuilding operations. Mr. Pirrello earned two MBAs, from Columbia University and the University of California at Berkeley, a Masters in Education from The George Washington University, and his undergraduate degree in accounting from Juniata College.

Robert Dozier, Vice Chairman of the Company’s board of directors, added, “On behalf of the Board, I want to sincerely thank Michael for his leadership and dedication to the company that he built. Michael has ably steered this company through headwinds in the homebuilding industry and capitalized on tailwinds, overseeing the company’s rapid growth into a premier homebuilder in the Carolinas. We are grateful for the opportunity to continue to work together in his role as Executive Chairman. With his energy and focus on the company’s strategic direction, we look forward what the future will bring for the company.” Mr. Dozier continued, “We are excited to have Jamie step into the role of interim Chief Executive Officer. Jamie has a proven track record of operational excellence over his decades in the homebuilding industry, and we have confidence in his leadership of the company through this transition.”

About United Homes Group, Inc.

UHG is a publicly traded residential builder headquartered in Columbia, SC. The company focuses on southeastern markets with 59 active communities in South Carolina, North Carolina and Georgia.

UHG employs a land-light operating strategy with a focus on the design, construction and sale of entry-level, first move-up and second move-up single-family houses. UHG currently designs, builds and sells detached single-family homes, and, to a lesser extent, attached single-family homes, including duplex homes and town homes in three major market regions in South Carolina: Midlands, Upstate, and Coastal, and also has a presence in Georgia and North Carolina. UHG seeks to operate its homebuilding business in high-growth markets, with substantial in-migrations and employment growth.

Under its land-light lot operating strategy, UHG controls its supply of finished building lots through lot option contracts with third parties, related parties, including its Land Development Affiliates, and land bank partners, which provide UHG with the right to purchase finished lots after they have been developed by the applicable third party or related party. This land-light operating strategy provides UHG with the ability to amass a pipeline of lots without the same risks associated with acquiring and developing raw land.

As UHG reviews potential geographic markets into which it could expand its homebuilding business, either organically or through strategic acquisitions, it intends to focus on selecting markets with positive population and employment growth trends, favorable migration patterns, attractive housing affordability, low state and local income taxes, and desirable lifestyle and weather characteristics.

Investor Relations Contact:

Drew Mackintosh

drew@mackintoshir.com

Mobile: 310-924-9036

Media Contact:

Erin Reeves McGinnis

erinreevesmcginnis@unitedhomesgroup.com

Phone: 844-766-4663

Cover	Sep. 25, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 25, 2024
Entity Registrant Name	UNITED HOMES GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39936
Entity Tax Identification Number	85-3460766
Entity Address, Address Line One	917 Chapin Road
Entity Address, City or Town	Chapin
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29036
City Area Code	844
Local Phone Number	766-4663
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001830188
Class A Common Shares, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A Common Shares, par value $0.0001 per share
Trading Symbol	UHG
Security Exchange Name	NASDAQ
Warrants, each exercisable for one Class A Common Share for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one Class A Common Share for $11.50 per share
Trading Symbol	UHGWW
Security Exchange Name	NASDAQ