United Homes Group [UHG] Securities Class Action Lawsuit Update

• Case Name: Kadiyam v. United Homes Group, Inc., et al.
• Case No.: 1:26-cv-02989
• Court: United States District Court for the Southern District of New York
• Filing Date: April 10, 2026
• Class Period: May 19, 2025 – February 22, 2026, inclusive.

Introduction

On April 10, 2026, a securities class action lawsuit was filed in the United States District Court for the Southern District of New York against United Homes Group, Inc. and three of its senior executives: founder and Executive Chairman Michael Nieri, Chief Executive Officer John G. Micenko, Jr., and Chief Financial Officer Keith Feldman. The complaint, brought on behalf of investors who purchased UHG securities between May 19, 2025 and February 22, 2026, alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

According to the complaint, while United Homes publicly framed the strategic review as a process to maximize shareholder value, founder and Executive Chairman Michael Nieri, who controlled 79% of the company’s voting power through the family’s Class B shares, was allegedly pursuing a course of conduct designed to force a sale of the company on terms detrimental to public investors. The complaint alleges that, after the Special Committee concluded UHG should remain independent, four directors told Nieri they would remain only if management was fully empowered and he stepped down as Executive Chairman and gave up remaining cash compensation; when he refused, one director resigned immediately and five others announced plans to resign.

The complaint further alleges that the fallout from that governance rupture contributed to operational strain and mounting concern among key counterparties. On October 20, 2025, UHG shares fell 52.46% after the board resignations were disclosed.

On February 23, 2026, United Homes announced an agreement to be acquired by Stanley Martin Homes for $1.18 per share, a price more than 50% below the prior day’s closing price, and the stock fell another 51.68%. The complaint alleges that, rather than maximizing shareholder value, the strategic-review process concealed conduct that ultimately harmed public investors.

“Most UHG shareholders never file or join the class action, which means they miss out on potential recovery funds,” said Attorney Joseph Levi.

Backdrop and Business Context

United Homes Group traces its origins to 2004, when Michael Nieri founded Great Southern Homes in Columbia, South Carolina, with a focus on building affordable, energy-efficient single-family homes for first-time buyers. The company grew steadily through the housing downturn, acquiring distressed land after the 2008 financial crisis and expanding across South Carolina into markets like Greenville, Charleston, and Myrtle Beach. In March 2023, Great Southern Homes completed its SPAC merger with DiamondHead Holdings Corp., and the combined company began trading on Nasdaq under the ticker UHG.

UHG operates a "land-light" business model, controlling finished building lots through option contracts with third-party land banks rather than purchasing raw land outright. This capital-efficient approach allows the company to scale operations while minimizing balance sheet risk. The company builds primarily entry-level and first move-up single-family homes across South Carolina, North Carolina, and Georgia, markets characterized by strong population in-migration and employment growth. For fiscal year 2024, UHG reported $463.7 million in revenue from 1,431 home closings. UHG competes with national, regional, and local homebuilders, as well as the existing-home and rental markets.

The company's dependence on external relationships such as lenders, land banking partners, insurers, and an independent board of directors to satisfy NASDAQ listing requirements, became a significant point of concern after the board resignations. According to the complaint, these governance disruptions led to operational strain and counterparty concern before the eventual $1.18-per-share sale announcement.

Promises Made vs. Reality

On May 19, 2025, United Homes announced that its Board of Directors had "appointed a special committee comprised solely of independent directors and initiated a review of strategic alternatives in order to explore ways to maximize shareholder value." Nieri himself told investors, "We are committed to maximizing value for all of our shareholders. We believe that now is the appropriate time to evaluate a range of potential strategic alternatives, and we are confident in Jack's ability to lead UHG as we explore these alternatives."

As the strategic review progressed, management reinforced the narrative that the company was executing on multiple fronts. In August 2025, CEO Jack Micenko reported that "United Homes Group made progress on a number of fronts in the second quarter of 2025," emphasizing improvements in product design, cost efficiency through "systematic rebidding of the materials and labor," and new communities set to open. The Company's quarterly report on Form 10-Q, filed August 8, 2025, affirmed that UHG "intends to grow organically" and that its strategic alternatives review was ongoing to "maximize shareholder value."

Management certified that the Company's disclosure controls and procedures were "effective in ensuring that information required to be disclosed" was properly reported.

But the complaint alleges those assurances omitted material facts. Defendants allegedly concealed that Nieri, the Company's controlling shareholder with 79% of voting power, intended to force a sale of the Company. Rather than working to maximize value, Nieri was allegedly taking actions to devalue the Company and its financial condition, leveraging his controlling interest to effectively force the dissident directors to resign when they opposed that course. The risk factor in the 2Q25 10-Q warning that the "exploration and pursuit of strategic alternatives may not be successful" framed the risk as a future possibility driven by market conditions, not as a situation being actively undermined from within by the Company's own controlling shareholder.

The truth began to surface on October 20, 2025, when UHG disclosed that the Special Committee had "unanimously determined" the Company should remain independent but that six of seven board members had resigned or announced their intention to resign because Nieri refused to step down. The Company then revealed on November 6, 2025, that it had been "engaged in discussions with various key counterparties, including its lenders, land banking partners, and insurers" about "the pressing need to identify replacement directors, maintaining compliance with loan covenants, and planning for the ongoing operations of the Company." Revenue had plummeted 23% year over year. The complaint alleges the final disclosure came on February 23, 2026: UHG had agreed to sell itself to Stanley Martin Homes for $1.18 per share, a price that represented a greater than 50% discount to the prior day's close. As alleged in the complaint, the strategic review that was supposed to maximize shareholder value had instead allegedly concealed conduct that culminated in a discounted sale of the Company at public investors' expense.

Timeline of Alleged Misconduct and Disclosures

Class Period: May 19, 2025 -- February 22, 2026, inclusive.

• May 19, 2025: Class Period opens. United Homes announces appointment of Special Committee of independent directors, initiation of strategic alternatives review to "maximize shareholder value," appointment of John G. Micenko, Jr. as CEO. Nieri states commitment to maximizing value for all shareholders.

• August 7, 2025: Company announces Q2 2025 financial results. Revenue of $105.5 million (down 4% year over year). 303 home closings (down 10% year over year). CEO Micenko touts progress on product and cost initiatives. Strategic alternatives review described as "ongoing."

• August 8, 2025: Company files 2Q25 10-Q with the SEC. Affirms growth strategy, strategic review to maximize shareholder value, and effectiveness of disclosure controls and procedures. Risk factor warns strategic alternatives "may not be successful" due to market conditions.

• August 22, 2025: UHG shares close at Class Period high of $4.49 per share.

• October 20, 2025: CORRECTIVE DISCLOSURE. Company files Form 8-K revealing Special Committee concluded strategic review, recommending independence. However, six of seven board members resigned or announced intent to resign after Nieri refused demands to step down as Executive Chairman and forgo compensation. Stock falls $2.23 per share, or 52.46%, to close at $2.03 on unusually heavy volume.

• November 6, 2025: CORRECTIVE DISCLOSURE. Company announces Q3 2025 financial results. Reveals operational crisis: discussions with lenders, land banking partners, and insurers regarding "pressing need to identify replacement directors, maintaining compliance with loan covenants." Revenue of $90.8 million, down 23% year over year. 262 home closings, down 29% year over year. Stock falls $0.11, or 7.6%, to close at $1.34 on unusually heavy volume.

• November 7, 2025: Company files 3Q25 10-Q. Discloses that board resignations have "caused significant operational difficulty." Warns of potential Nasdaq delisting if replacement directors not identified. Reveals retention agreements paying executives 100% of base salary to remain through March 2026.

• February 23, 2026: CORRECTIVE DISCLOSURE. Company announces agreement to become wholly owned subsidiary of Stanley Martin Homes for $1.18 per share in all-cash transaction (enterprise value of approximately $221 million). Deal price represents over 50% discount to prior trading day close of $2.38. Stock falls $1.23, or 51.68%, to close at $1.15 on unusually heavy volume.

Investor Harm and Market Reaction

The first and most devastating blow landed on October 20, 2025, when disclosure of the mass board exodus sent UHG shares plummeting $2.23, or 52.46%, to close at $2.03 on unusually heavy trading volume. Just weeks earlier, the stock had traded at its Class Period high of $4.49 on August 22, 2025. In a single session, more than half of the Company's market value evaporated as investors learned that the strategic alternatives review had concluded with the Special Committee recommending independence, only for six of seven board members to resign after Nieri refused their demands to step down.

The damage continued on November 6, 2025, when the Q3 2025 earnings release revealed the operational fallout. Revenue had cratered 23% year over year to $90.8 million, home closings dropped 29%, and the Company was scrambling to maintain compliance with loan covenants and retain key counterparties. Shares fell another $0.11, or 7.6%, to close at $1.34 - a level 70% below the Class Period high.

The final blow arrived on February 23, 2026, when UHG announced the Stanley Martin acquisition at $1.18 per share. The deal price represented a staggering discount of more than 50% to the prior trading day's close of $2.38 and roughly 74% below the Class Period high. Shares fell $1.23, or 51.68%, to close at $1.15. From peak to trough, investors who purchased at the Class Period high of $4.49 saw their holdings lose approximately 74% of their value. As framed in the complaint, each successive disclosure revealed more of the alleged governance breakdown and its consequences for shareholders.

SEC Filings & Risk Factors

The complaint targets a series of SEC filings made during the Class Period as vehicles for the alleged misrepresentations and omissions, focusing on the gap between what was disclosed and what was allegedly known but withheld about Nieri's intentions and actions.

The May 19, 2025 press release - the Class Period's opening salvo - announced the strategic review and framed it as a genuine effort to "maximize shareholder value." The August 8, 2025 Form 10-Q (2Q25 10-Q) reinforced this narrative, stating that UHG "intends to grow organically" and that the strategic alternatives review remained ongoing. The filing included a risk factor titled "The exploration and pursuit of strategic alternatives may not be successful," which warned that the process "may not result in the identification or consummation of any transaction" and that "market conditions and industry trends" could affect outcomes. This language framed the risk as a forward-looking, market-driven uncertainty. According to the complaint, however, the real risk was not external market conditions but the Company's own controlling shareholder, who was allegedly taking steps to devalue the Company and force a sale - facts that were known to defendants but not disclosed.

The same 2Q25 10-Q included management's certification that the Company's "disclosure controls and procedures are effective in ensuring that information required to be disclosed" was properly reported. The complaint alleges this was materially misleading because the Company was failing to disclose Nieri's actual intentions and the internal power struggle that would soon engulf the board.

The November 7, 2025 Form 10-Q (3Q25 10-Q), filed after the board exodus, shifted dramatically in tone. It disclosed that the resignations had "caused significant operational difficulty" and that the Company faced potential Nasdaq delisting if replacement directors were not seated. It revealed ongoing discussions with lenders about "maintaining compliance with loan covenants" and warned that if the Company could not navigate these challenges, "management expects continued pressure from these and other key relationships, which could have an adverse effect on the Company's operations." Despite these alarming admissions, the complaint alleges the filing still failed to disclose the core omission: that Nieri intended to force a sale and was leveraging his controlling interest to do so. Management again certified disclosure controls as effective.

According to the complaint, these filings reflect a pattern of alleged concealment, with disclosure-controls certifications that plaintiffs contend were misleading in light of the omitted facts. The complaint alleges that those disclosure-controls certifications were misleading in light of the facts plaintiffs say were withheld. The corrective filings and ultimate sale announcement at $1.18 per share revealed the magnitude of the gap between the public disclosures and the alleged reality, with material consequences for investors who relied on those filings in making their investment decisions.

Litigation & Procedural Posture

The complaint asserts claims under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder against all defendants, and claims under Section 20(a) of the Exchange Act against the Individual Defendants as controlling persons.

Defendants:

• United Homes Group, Inc. - Issuer
• Michael Nieri - Founder, Executive Chairman (CEO until October 2024)
• John G. Micenko, Jr. - Chief Executive Officer (since May 19, 2025)
• Keith Feldman - Chief Financial Officer

Scienter allegations center on the Individual Defendants' positions of authority and their access to material non-public information concerning Nieri's intentions and actions. The complaint alleges that each defendant, by virtue of their roles as senior officers and directors, was privy to the Company's internal operations and knew or recklessly disregarded that the public statements and filings were materially false and misleading. The complaint does not cite insider sales or confidential witness testimony at this stage.

Procedurally, the case is in its earliest stages following the filing on April 10, 2026 in the Southern District of New York. Lead plaintiff submissions are due June 9, 2026. No class has been certified, and no merits ruling has been issued. The proposed class encompasses all persons and entities that purchased or otherwise acquired United Homes securities between May 19, 2025 and February 22, 2026, inclusive.

How to Join the United Homes Group, Inc. (UHG) Class Action

• Confirm you purchased UHG shares between May 19, 2025 and February 22, 2026
• Review the complaint allegations and claimed losses
• Click here to check eligibility

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. Prior results do not guarantee a similar outcome.