UHG Fallout: Board Exodus Follows Review Decision

John McManus -

A failed sale process, a shattered boardroom, a plunging stock price, and a gaping leadership void—that’s the post-review reality facing United Homes Group (UHG), the publicly traded South Carolina-based homebuilder whose ambitions to scale through the capital markets have collided with the unforgiving math of investor scrutiny and macroeconomic uncertainty.

In a stunning turn following the company’s announcement that it had concluded a five-month “strategic review” without finding a buyer or partner, United Homes Group revealed in an 8-K filing that six of its seven directors had resigned, or plan to step off the board shortly. Among them:

  • Robert Dozier Jr.( Nominating and Corporate Governance Committee Chair, Audit Committee Member, Compensation Committee Member, Related Party Transactions Committee Member)
  • Jason Enoch( Audit Committee Chair, Related Party Transactions Committee Chair, Compensation Committee Member)
  • Alan Levine ( Compensation Committee Chair, Audit Committee Member, Related Party Transactions Committee Member)
  • James M. Pirrello

In addition, on October 19, 2025, Nikki R. Haley announced her intention to resign from the Board, effective no later than November 14, 2025, in the hope of facilitating an orderly transition by allowing the Company to timely file its upcoming quarterly report on Form 10-Q and enabling Mr. Nieri to identify new directors. At the time of Ambassador Haley’s resignation, Ambassador Haley served on the following committee of the Board:

  • Nikki R. Haley ( Nominating and Corporate Governance Committee Member)

The resignation letter submitted by Ambassador Haley cited her desire to focus on her other engagements and professional responsibilities.

Further, on October 19, 2025, James P. Clements announced his intention to resign from the Board, with such resignation to be effective immediately. At the time of Dr. Clements’ resignation, Dr. Clements served on the following committees of the Board:

  • James P. Clements( Compensation Committee Member, Nominating and Corporate Governance Committee Member)

Other than, Clements, whose resignation is effective immediately, Dozier, Enoch, Levine, and Pirello are staying as directors for up to 30 days. UHG has a full board allowing for an orderly transition of a new board chosen by Michael Nieri.

Nieri remains in control. But now, he's got to re-assemble a board.

A Public Company With No Board

As of Friday, Oct. 18, UHG had just one remaining board member: Nieri himself. According to the company’s filing, the resignations occurred on Oct. 13—hours after the company announced the outcome of its review process.

The disclosures make clear that several of the board members resigned “due to disagreement with the Executive Chairman of the Board,” signaling a major rift in governance at the top of the organization.

The resignation letter submitted by the foregoing directors on October 19, 2025, which is attached to this Form 8-K as Exhibit 17.1, cited, among other
reasons, the belief that the Company’s existing management team is better suited to help the Company navigate the current market environment and address the
Company’s operational challenges without Mr. Nieri serving as Executive Chairman."

The board-walk puts the company at risk of falling out of compliance with NASDAQ listing requirements for independent directors and audit committee oversight.

The Review That Backfired

The resignations triggered at the conclusion of a strategic alternatives review that began in May 2025, when the company’s board—at the time consisting of seven members, including six independents—announced it had hired advisors to explore a potential sale, merger, or recapitalization.

At the time, UHG’s stock was trading around $8 per share. It had already fallen more than 60% from its de-SPAC price of $10 after merging with the SPAC DiamondHead Holdings in early 2023.

In the months following, UHG executives remained relatively quiet about the process. No public bids or offers were disclosed. By mid-October, the company announced the review had concluded without a transaction. The reasons? Unclear. No suitor, according to the company, was willing to meet valuation or strategic criteria.

But investors clearly weren’t buying the outcome. Within hours, shares plunged again—this time more than 50%—dropping below $2.75, an all-time low.

And then came the exodus.

A Governance Crisis with Strategic Implications

This board collapse at UHG is more than a governance crisis—it’s a referendum on public market dynamics for small- and mid-sized builders trying to grow in a volatile economy.

UHG went public during the SPAC frenzy of 2021–2022, with ambitions to consolidate fragmented markets in the Southeast and unlock scale efficiencies. It completed the reverse merger in March 2023, with Nieri’s company—Great Southern Homes—as the operating base.

But since then, the company has struggled with debt, low trading volume, poor analyst coverage, and market skepticism. Despite growing backlog and operations in South Carolina, North Carolina, and Georgia, UHG hasn’t generated the margins, free cash flow, or investor excitement required to support a growth stock valuation.

The strategic review was supposed to solve this—bringing in new capital, aligning operations with a larger builder, or merging into a platform with better cost of capital. Instead, it ended with no deal, a decimated board, and renewed questions about how the company will maintain regulatory compliance, secure financing, and navigate a housing cycle growing more complex by the quarter.

What Happens Now

Publicly, UHG says it remains focused on long-term value creation and will seek to reconstitute its board. The company has not yet named any new independent directors.

But significant risks remain:

  • Governance compliance: NASDAQ rules require a majority of independent directors and an independent audit committee.
  • Investor confidence: With shares trading below $3, and a limited float, the company’s visibility and credibility with institutions and analysts are severely impaired.
  • Operational distraction: Leadership turmoil may erode focus on execution, especially in today’s environment of volatile mortgage rates, cost pressures, and buyer hesitation.
  • Credit and capital market access: Without a clear board or financing strategy, UHG may face higher capital costs, reduced flexibility with lenders, or limited growth capacity.
  • Attracting board talent: Rebuilding the board may prove difficult given the visible governance breakdown and founder control dynamics.

The Founder Factor

With Jack Micenko heading management as CEO and President, Michael Nieri remains at a gravitational center of UHG—its founder, cultural architect, and largest shareholder. His leadership helped build Great Southern Homes into a regional power before merging it into UHG. But in a public market context, his continued executive authority and controlling interest appear to have clashed with the independence requirements and fiduciary frameworks expected by outside directors and shareholders.

As multiple directors noted in their resignations, disagreements with the executive chairman—not external factors—drove their exits. This dynamic will likely remain an obstacle to attracting new independent board members or aligning with future capital partners.

At the same time, Nieri is deeply invested in UHG’s success—financially and reputationally. His next moves will be closely watched.

Signals for Broader M&A Climate

This drama comes as the U.S. homebuilding industry moves into a phase of rising M&A activity, catalyzed by stubborn mortgage rates, rising construction costs, and demographic-driven structural demand.

2024 and 2025 have already seen multiple regional builders acquired by larger players seeking scale and operational leverage. Many others are reportedly exploring strategic options—including recapitalizations, PE partnerships, or asset sales.

UHG’s failed review and subsequent meltdown will serve as a cautionary tale for other founder-led or private builders contemplating a public exit or growth via SPAC. It underscores the importance of clean governance, independent oversight, and alignment between operating leadership and shareholder expectations.

For potential acquirers, the fallout may represent an opportunity—distress creates value, and UHG’s land positions and operational footprint in the Southeast remain strategically attractive. But any buyer would need to navigate founder dynamics, regulatory hurdles, and board rebuilding.

United Homes Group’s unraveling highlights both the promise and peril of taking a regional homebuilder public in today’s complex, capital-constrained housing market. Strategic reviews don’t always end in transactions. When they don’t—especially when investor expectations have been raised—fallout can be swift, punishing, and existential.

What comes next will depend on Nieri’s willingness to pivot, compromise, and re-engage the market from a position of transparency and shared governance.

Until then, UHG’s future remains—uncertain.