uhg-20250929

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 29, 2025

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 1.01. Entry into a Material Definitive Agreement.

WF Credit Facility Amendment

On September 29, 2025 (the “Fourth Amendment Effective Date”), United Homes Group, Inc. (the “Company”) entered into the Fourth Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents (the “Fourth Amendment”), amending the Second Amended and Restated Credit Agreement (as amended, the “WF Credit Agreement”) by and among the Company, Great Southern Homes, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company (“GSH”), Rosewood Communities, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company (“Rosewood”),Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), Wells Fargo Securities, LLC, as the sole Lead Arranger and sole Bookrunner, and the lenders party thereto (the “Lenders”). Capitalized terms used and not otherwise defined herein have the meanings given in the WF Credit Agreement and the Fourth Amendment.

The Fourth Amendment amends certain financial covenants for the period beginning on the Fourth Amendment Effective Date and continuing until the Specified Covenant Termination Date, defined as January 1, 2026, provided that if the Debt Service Coverage Ratio is greater than or equal to 2.00 to 1.00 as of the last day of any fiscal quarter from the Fourth Amendment Effective Date through and including December 31, 2025, then the Specified Covenant Termination Date is one day prior to the last day of such fiscal quarter. The Fourth Amendment amends financial covenants as follows: (i) increases the minimum Tangible Net Worth for each quarter ending on or after September 30, 2025 to be no less than the sum of: (A) $71,005,357.00 (or, for the period beginning on the Fourth Amendment Effective Date through the Specified Covenant Termination Date, $76,005,357.00); plus (B) twenty-five percent (25%) of positive actual Consolidated Earnings earned in any fiscal quarter ending on or after September 30, 2025; plus (C) 100% of new equity contributed to the Borrower in any fiscal quarter ending on or after September 30, 2025; plus (D) 100% of any increase in Tangible Net Worth resulting from an Equity Issuance upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests in any fiscal quarter ending on or after September 30, 2025; plus (E) 100% of the amount of any repurchase of Equity Interests in the Borrower in any fiscal quarter ending on or after the September 30, 2025; (ii) permits a minimum Debt Service Coverage Ratio of 1.35 to 1.00 for the fiscal quarter ending on September 30, 2025 and 1.50 to 1.00 for the fiscal quarter ending on December 31, 2025; and (iii) increases the minimum Liquidity threshold to at least $45,000,000 and the minimum Unrestricted Cash threshold to $17,500,000 for the period from the Fourth Amendment Effective Date through the Specified Covenant Termination Date.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Kennedy Lewis Credit Facility Amendment

On September 29, 2025 (the “KL First Amendment Effective Date”), the Company entered into the First Amendment to Credit Agreement (the “KL First Amendment”), amending the Credit Agreement (as amended, the “KL Credit Agreement”) by and among the Company, GSH, the financial institutions from time to time a party thereto (collectively, the “KL Lenders”), and Kennedy Lewis Agency Partners LLC, as administrative agent (the “KL Administrative Agent”; the KL Administrative Agent and the other Lenders are referred to herein collectively as the “KL Lender Parties”). Capitalized terms used and not otherwise defined herein have the meanings given in the KL Credit Agreement and the KL First Amendment.

The KL First Amendment clarifies the amount of the Applicable Premium and Make-Whole Premium that may be payable in certain instances outlined in the KL Credit Agreement as follows: the portion of the Make-Whole Premium consisting of the present value of all required payments of interest on the Term Loans then being prepaid, repaid or that have become or declared accelerated shall be calculated from the Settlement Date through the second anniversary of the Closing Date, and, in the event the outstanding Obligations are repaid due to the occurrence of a Change of Control, the Applicable Premium shall be reduced by 50% of the amount then due and payable on the date of such prepayment. The KL First Amendment also provides that the minimum Debt Service Coverage Ratio shall be equal to or greater than 1.35 to 1.00 through December 31, 2025, provided that the Company and its Subsidiaries may allow such Debt Service Coverage to be less than 1.35 to 1.00 in two instances from December 11,

2024 until December 31, 2025 so long as the debt service coverage ratio is greater than or equal to 1.20 to 1.00 as of the last day of such fiscal quarter.

The foregoing description of the KL First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the KL First Amendment which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:


Exhibit No.						Description
10.1						Fourth Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents, dated as of September 29, 2025, among United Homes Group, Inc., Great Southern Homes, Inc., Rosewood Communities, Inc., Wells Fargo Bank, National Association, and the lenders party thereto
10.2*						First Amendment to the Credit Agreement, dated as of September 29, 2025, among United Homes Group, Inc., Great Southern Homes, Inc., Kennedy Lewis Agency Partners, LLC, and the lenders party thereto
104						Cover page interactive data file (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.

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: October 1, 2025


			United Homes Group, Inc.

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

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

September 29, 2025 (“Amendment Date”)

GREAT SOUTHERN HOMES, INC.

UNITED HOMES GROUP, INC.

ROSEWOOD COMMUNITIES, INC.

917 Chapin Road

Chapin, SC 29036

Attention: Tom O’Grady

Ladies and Gentlemen:

This Fourth Amendment to Second Amended and Restated Credit Agreement (this “Amendment”) is entered into in reference to that certain Second Amended and Restated Credit Agreement dated as of August 10, 2023, as amended by that certain Letter Agreement dated as of September 29, 2023, as further amended by that certain Letter Agreement dated as of October 20, 2023, as further amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of December 22, 2023, as further amended by that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of January 26, 2024, as further amended by that certain Third Amendment to Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents dated as of August 2, 2024 and as modified by that certain Letter Agreement dated as of January 30, 2025 (as amended, and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among GREAT SOUTHERN HOMES, INC., a South Carolina corporation (“GSH”), UNITED HOMES GROUP, INC., a Delaware corporation (“UHG”), and ROSEWOOD COMMUNITIES, INC., a South Carolina corporation (“Rosewood”; GSH, UHG and Rosewood, together with any other borrower which may join in the Credit Agreement after the date hereof, whether by execution of a joinder to the Credit Agreement or otherwise, individually or collectively as the context may suggest or require, jointly and severally, “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (“Administrative Agent”), and the lenders from time to time a party thereto (the “Lenders”). Capitalized terms used and not defined in this Amendment shall have the meanings given to them in the Credit Agreement.

Borrower has requested that the Requisite Lenders amend certain provisions of the Credit Agreement as set forth herein, and Administrative Agent and the Requisite Lenders have agreed to such amendments, subject to the terms and conditions set forth below.

For good and valuable mutual consideration, Borrower, Administrative Agent and the Requisite Lenders party hereto hereby agree as follows:

1. Amendments to the Credit Agreement.

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical order:

“Specified Covenant Termination Date” means January 1, 2026; provided, however, if the Debt Service Coverage Ratio is greater than or equal to 2.00 to 1.00 as of the last day of any fiscal quarter from September 29, 2025 through and including December 31, 2025, then the “Specified Covenant Termination Date” shall accelerate to the date that is one (1) day prior to the last day of such fiscal quarter (i.e., the proviso included in each of Section 10.1(a), Section 10.1(c)(iii) and Section 10.1(d)(ii) shall not be applicable for purposes of determining financial covenant compliance for the fiscal quarter that a Debt Service Coverage Ratio of greater than or equal to 2.00 to 1.00 is achieved).

(b) Section 10.1(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(a) Minimum Tangible Net Worth.

(i) From the Agreement Date until June 30, 2025, UHG shall not permit Tangible Net Worth at any time to be less than the sum of: (A) $70,000,000.00; plus (B) twenty-five percent (25%) of positive actual Consolidated Earnings earned in any fiscal quarter ending on or after September 30, 2023; plus (C) 100% of new equity contributed to the Borrower following the Effective Date; plus (D) 100% of any increase in Tangible Net Worth resulting from an Equity Issuance upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests; plus (E) 100% of the amount of any repurchase of Equity Interests in the Borrower. For the avoidance of doubt, in no event shall the then applicable Tangible Net Worth decrease, whether on account of a loss in any given fiscal quarter or otherwise.

(ii) Thereafter, UHG shall not permit Tangible Net Worth at any time to be less than the sum of: (A) $71,005,357.00; plus (B) twenty-five percent (25%) of positive actual Consolidated Earnings earned in any fiscal quarter ending on or after September 30, 2025; plus (C) 100% of new equity contributed to the Borrower in any fiscal quarter ending on or after September 30, 2025; plus (D) 100% of any increase in Tangible Net Worth resulting from an Equity Issuance upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests in any fiscal quarter ending on or after September 30, 2025; plus (E) 100% of the amount of any repurchase of Equity Interests in the Borrower in any fiscal quarter ending on or after the September 30, 2025; provided, however, notwithstanding the foregoing, from September 29, 2025 through and including the Specified Covenant Termination Date, the Borrower shall not permit Tangible Net Worth at any time to be less than the sum of: (A) $76,005,357.00; plus (B) twenty-five percent (25%) of positive actual Consolidated Earnings earned in any fiscal quarter ending on or after September 30, 2025; plus (C) 100% of new equity contributed to the Borrower following the Effective Date in any fiscal quarter ending on or after September 30, 2025; plus (D) 100% of any increase in Tangible Net Worth resulting from an Equity Issuance upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted or exchanged, for Equity Interests in any fiscal quarter ending on or after September 30, 2025; plus (E) 100% of the amount of any repurchase of Equity Interests in the Borrower in any fiscal quarter ending on or after September 30, 2025. For the avoidance of doubt, in no event shall the then applicable Tangible Net Worth decrease, whether on account of a loss in any given fiscal quarter or otherwise.

(iii) Thereafter, the Borrower shall not permit the Debt Service Coverage Ratio to be less than 2.00 to 1.00 as of the last day of any fiscal quarter; provided, however, notwithstanding the foregoing in this subsection (iii), from September 29, 2025 through and including the Specified Covenant Termination Date, the Borrower shall not permit the Debt Service Coverage Ratio to be less than (A) 1.35 to 1.00 as of the last day of the fiscal quarter ending on September 30, 2025 and (B) 1.50 to 1.00 as of the last day of the fiscal quarter ending on December 31, 2025.

(a) Section 10.1(d)(ii) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(ii) From and after June 30, 2024, the Borrower shall maintain (A) Liquidity of not less than the greater of (1) $37,500,000.00, or (2) an amount equal to 1.50x the trailing twelve month Interest Incurred (as determined, in Administrative Agent’s reasonable determination, by the most recent Form 10-Q or Form 10-K, as applicable, of Parent Borrower) at all times; provided, however, at all times during any DSCR Surge, Borrower shall maintain Liquidity of not less than the greater of (1) $45,000,000.00, or (2) an amount equal to 1.50x the trailing twelve month Interest Incurred (as determined, in Administrative Agent’s reasonable determination, by the most recent Form 10-Q or Form 10-K, as applicable, of Parent Borrower); and (B) Unrestricted Cash of not less than $15,000,000.00 at all times; provided, however, notwithstanding the foregoing in this subsection (ii), from September 29, 2025 through and including the Specified Covenant Termination Date, the Borrower shall maintain (A) Liquidity of not less than $45,000,000.00 at all times; and (B) Unrestricted Cash of not less than $17,500,000.00 at all times.

2. Conditions Precedent. This Amendment shall become effective only upon the satisfaction of the following conditions precedent:

(a) Receipt by Administrative Agent of counterparts of this Amendment duly executed by Borrower, Administrative Agent and the Requisite Lenders; and

(b) Receipt by Administrative Agent of counterparts of the Fee Letter, duly executed by Borrower, Administrative Agent and Wells Fargo Securities, LLC.

3. Release. Borrower hereby ratifies, reaffirms and acknowledges that the Loan Documents represent their valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Borrower hereby releases Administrative Agent, each Lender and each of their respective parent corporations, subsidiaries and affiliates, any holder of or participant in the Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the “Released Parties”), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the “Claims”), known or unknown, whether direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, or that may hereafter arise with respect to acts or omissions occurring prior to such date, relating to the Loan, the administration of the Loan or the modifications described herein.

4. Miscellaneous. Except as expressly provided herein, nothing contained in this Amendment shall alter or affect any provision, condition or covenant contained in the

Credit Agreement or the other Loan Documents, or affect or impair any rights, powers or remedies thereunder, it being the intent of the parties hereto that, except as expressly modified hereby, the provisions, conditions and covenants of the Credit Agreement and the other Loan Documents shall continue in full force and effect and are hereby ratified and confirmed. This Amendment shall constitute a Loan Document. Borrower expressly acknowledges and agrees that there has not been, and this Amendment does not constitute or establish a novation with respect to the Credit Agreement or any of the other Loan Documents. Each reference in any Loan Document to a Loan Document is hereby amended to be a reference to such referenced Loan Document as amended by this Amendment and the other documents and instruments executed in connection herewith. Borrower hereby represents and warrants to Administrative Agent and Lenders that: (a) Borrower has duly executed, delivered and authorized this Amendment; (b) Borrower has obtained all necessary consents, if any, required in connection with the execution, delivery and performance of this Amendment and the transactions contemplated hereby; (c) the execution, delivery and performance of this Amendment and the transactions contemplated hereby do not violate Borrower’s organizational documents or any contract to which Borrower is a party, and (d) no Default or Event of Default exists under any of the Loan Documents and that all representations and warranties in the Loan Documents remain true and correct in all respects and are deemed remade as of the date hereof (except with respect to representations and warranties made as of an expressed date, in which case such representations and warranties shall be true and correct as of such date). This Amendment and the other Loan Documents shall be governed by and interpreted in accordance with the laws of the State of South Carolina, except if preempted by federal law. Borrower shall reimburse Administrative Agent for all of Administrative Agent’s out-of-pocket costs and expenses (including, without limitation, the costs and expenses of Administrative Agent's counsel) incurred in connection with this Amendment and the transactions contemplated hereby. To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. All counterparts shall collectively constitute a single document. Delivery by one or more parties hereto of an executed counterpart of this Amendment via facsimile, telecopy, or other electronic method of transmission pursuant to which the signature of such party can be seen (including, without limitation, Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this Amendment. The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Each party hereto hereby waives any defenses to the enforcement of the terms of this Amendment based on the form of its signature, and

hereby agrees that such electronically transmitted or signed signatures shall be conclusive proof, admissible in judicial proceedings, of such party’s execution.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, Borrower, Administrative Agent and the Lenders party hereto have caused this Amendment to be duly executed by their duly authorized officer as of the day and year first above written.

ADMINISTRATIVE AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: /s/ Amanda Henley

Name: Amanda Henley

Title: Executive Director

[Signature Page – Fourth Amendment to Second Amended and Restated Credit Agreement]

BORROWER:

GREAT SOUTHERN HOMES, INC.,
a South Carolina corporation

By: /s/ Keith Feldman

Name: Keith Feldman

Title: Chief Financial Officer

UNITED HOMES GROUP, INC.,
a Delaware corporation

By: /s/ Jack Micenko

Name: Jack Micenko

Title: Chief Executive Officer

ROSEWOOD COMMUNITIES, INC.,
a South Carolina corporation

By: /s/ Keith Feldman

Name: Keith Feldman

Title: President

[Signature Page – Fourth Amendment to Second Amended and Restated Credit Agreement]

ACKNOWLEDGED AND AGREED TO:

LENDERS:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Amanda Henley

Name: Amanda Henley

Title: Executive Director

[Signature Page – Fourth Amendment to Second Amended and Restated Credit Agreement]

LENDER:

REGIONS BANK

By: /s/ Justin Smith

Name: Justin Smith

Title: Senior Vice President

[Signature Page – Fourth Amendment to Second Amended and Restated Credit Agreement]

FLAGSTAR BANK, N.A.

By:

Name:

Title:

[Signature Page – Fourth Amendment to Second Amended and Restated Credit Agreement]

UNITED BANK

By: /s/ Jeffrey Cross

Name: Jeffrey Cross

Title: Commercial Banker III

[Signature Page – Fourth Amendment to Second Amended and Restated Credit Agreement]

THIRD COAST BANK

By: /s/ Tiffany Weber

Name: Tiffany Weber

Title: Bank Officer

[Signature Page – Fourth Amendment to Second Amended and Restated Credit Agreement]

FIRST AMENDMENT TO

CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 29, 2025, by and among United Homes Group, Inc., a Delaware corporation (“Holdings”), Great Southern Homes, Inc., a South Carolina corporation (“Borrower”), Kennedy Lewis Agency Partners LLC, as administrative agent for the Lenders and as collateral agent for the Secured Parties (in such capacity, including any successors thereto, the “Administrative Agent”), and the lenders from time to time party thereto (including any successors and assigns, individually and collectively as the context may require, each a “Lender” and collectively, the “Lenders”) from time to time party thereto.

RECITALS

A. Borrower, Administrative Agent, and Lenders have entered into that certain Credit Agreement dated as of December 11, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended hereby, the “Credit Agreement”).

B. The Lenders have extended credit to Borrower for the purposes permitted in the Existing Credit Agreement.

C. Borrower has requested that Administrative Agent and Lenders amend the Existing Credit Agreement as more fully set forth herein.

D. Administrative Agent and Lenders have agreed to so amend certain provisions of the Existing Credit Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Credit Agreement.

2. Amendment.

2.1 Amendments to Credit Agreement. Upon the occurrence of the First Amendment Effective Date (as hereafter defined), the Existing Credit Agreement is hereby amended as follows:

(a) Section 1.1 of the Existing Credit Agreement is hereby amended to amend and restate the definition of “Make-Whole Premium” in its entirety as follows: an amount determined by the Borrower and the Required Lenders (with written notice to the Administrative Agent) equal to the excess, if any, of (a) the sum of (i) 102% of the principal amount of the Term Loans being repaid, prepaid or that has become or is declared accelerated (or is deemed automatically accelerated) pursuant to Section 9.2 or otherwise, or in respect of which such claim in an Insolvency Proceeding has arisen, plus (ii) the present value of all required payments of interest on such Term Loans being prepaid, repaid or that has become or is declared accelerated, from the Settlement Date through the second anniversary of the Closing Date, which present value shall be calculated using a discount rate equal to the Treasury Rate plus 50 basis points (excluding accrued but unpaid interest to the date of such repayment, prepayment or acceleration), over (b) the principal amount of such Term Loans being prepaid, repaid or accelerated as of the day of determination; provided that, in no case shall the Make-Whole Premium be less than zero. For the

avoidance of doubt, such amount shall be payable whether before or after an Event of Default or acceleration of the Term Loans; it being understood that the Administrative Agent shall bear no responsibility for determining the Make-Whole Premium;

(b) Section 2.6(g) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: No amount of outstanding Term Loans shall be prepaid by the Borrower pursuant to Section 2.6(b), (c) or (d) unless the Borrower pays to the Administrative Agent (for the ratable benefit of the Lenders), contemporaneously with the prepayment of such Term Loans, a prepayment fee equal to the Applicable Premium; provided, that, solely in connection with any prepayment pursuant to Section 2.6(d), the Applicable Premium shall be reduced by 50% of the amount then due and payable on the date of such prepayment; and

(c) Section 7.1(d) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows: Permit the Debt Service Coverage Ratio of Holdings and its Subsidiaries calculated on the last day of any Fiscal Quarter of Holdings (beginning with the Fiscal Quarter ended September 30, 2024) ending as of the last day of any Fiscal Quarter (i) through December 31, 2025 to be less than 1.35 to 1.00 and (ii) thereafter to be less than 1.50 to 1.00; provided, however, with respect to this Section 7.1(d), Holdings and its Subsidiaries shall be permitted up to two (2) instances from and after the Closing Date through December 31, 2025 to allow the Debt Service Coverage Ratio (as determined on the last day of each Fiscal Quarter) to be less than 1.35 to 1.00 but greater than or equal to 1.20 to 1.00.

3. Illustrative Calculations. For illustrative purposes, Exhibit I sets forth example calculations of the Applicable Premium based on certain illustrative assumed values set forth in such exhibit.

4. Limitation of Amendment.

4.1 This Amendment is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Administrative Agent or any Lender may now have or may have in the future under or in connection with any Loan Document.

4.2 From and after the date hereof, the term “Loan Documents” in the Credit Agreement shall include, without limitation, this Amendment and any agreements, instruments and other documents executed and/or delivered in connection herewith and shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. This Amendment shall not be deemed or construed to be a satisfaction, reinstatement, novation or release of the Credit Agreement or any other Loan Document

5. Representations and Warranties. To induce Administrative Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Administrative Agent and each Lender as follows:

5.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such date), and (b) no Default or Event of Default has occurred and is continuing;

5.2 Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Credit Agreement, as amended by this Amendment;

5.3 The Operating Documents of Borrower, as applicable, delivered to Administrative Agent and Lenders on or since the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

5.4 The execution and delivery by Borrower of this Amendment and the performance by

Borrower of its obligations under the Credit Agreement, as amended by this Amendment, have been duly authorized;

5.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Credit Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the Operating Documents of Borrower;

5.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Credit Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

5.7 This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

6. Conditions Precedent. This Amendment shall become effective as of the date (the “First Amendment Effective Date”) when the following conditions shall have been satisfied (or waived by the Administrative Agent and Lenders in writing, which waiver may be concurrent with the satisfaction of the other conditions specified below):

6.1 the Administrative Agent and Lenders shall have received from each Holdings, Borrower, the Administrative Agent and each Lender an executed counterpart hereof;

6.2 the Administrative Agent shall have received from Rosewood Communities, Inc. an executed counterpart of that certain Assumption Agreement dated as of the date hereof;

6.3 all fees and expenses in connection with this Amendment or otherwise required to be reimbursed under the terms of the Credit Agreement (including reasonable out-of-pocket legal fees and expenses) payable by the Borrower to the Administrative Agent and/or the Lenders shall have been paid; and

6.4 no Default or Event of Default shall have occurred and be continuing, or would result from, the consummation of the transactions contemplated by this Amendment.

7. Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

8. Miscellaneous. Sections 11.10, 11.13, 11.14 and 11.16 of the Credit Agreement are hereby incorporated by reference herein and made a part hereof mutatis mutandis.

9. Release. Borrower hereby ratifies, reaffirms and acknowledges that the Loan Documents represent their valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Borrower hereby releases Administrative Agent, each Lender and each of their respective parent corporations, subsidiaries and affiliates, any holder of or participant in the Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the “Released Parties”), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the “Claims”), known or unknown, whether direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, or that may hereafter arise with respect to acts or omissions occurring prior to

such date, relating to the Loan, the administration of the Loan or the modifications described herein.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BORROWER:

GREAT SOUTHERN HOMES, INC.

By: /s/ Keith Feldman

Name: Keith Feldman

Title: Chief Financial Officer

HOLDINGS:

UNITED HOMES GROUP, INC.

By: /s/ Keith Feldman

Name: Keith Feldman

Title: Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

ADMINISTRATIVE AGENT:

KENNEDY LEWIS AGENCY PARTNERS LLC

By: Kennedy Lewis Management LP, its Manger

By: /s/ Anthony Pasqua

Name: Anthony Pasqua

Title: Authorized Signatory

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

LENDERS:

KENNEDY LEWIS CORE LENDING CALSTRS FUND LP - CO - INVESTMENT SERIES, as a Lender

By: Kennedy Lewis Management LP, its Investment Advisor

By: /s/ Anthony Pasqua

Name: Anthony Pasqua

Title: Authorized Signatory

KENNEDY LEWIS CORE LENDING CALSTRS FUND LP - CORE LENDING SERIES, as a Lender

By: Kennedy Lewis Management LP, its Investment Advisor

By: /s/ Anthony Pasqua

Name: Anthony Pasqua

Title: Authorized Signatory

KLCC SPV GS1 LLC, as a Lender

By: Kennedy Lewis Capital Holdings LLC, its Investment Advisor

By: /s/ Anthony Pasqua

Name: Anthony Pasqua

Title: Authorized Signatory