United Homes Group (UHG) eases loan covenants but faces refi deadline if merger fails

Rhea-AI Filing Summary

United Homes Group, Inc. amended two major credit facilities to obtain temporary waivers of its Debt Service Coverage Ratio and Leverage Ratio covenants while it pursues a pending merger with Stanley Martin Homes, LLC. The Wells Fargo facility waivers run until the earlier of May 31, 2026 or a separate event of default. The Kennedy Lewis facility waives these ratios for the period from January 1, 2026 through the fiscal quarter ending on or prior to March 31, 2026. Both amendments require the borrower, if the merger has not closed by May 31, 2026, to refinance the applicable credit facility and repay all obligations in full within 60 days of that date or notice that the merger will not occur.

Insights

Credit and capital structure analyst

Temporary covenant relief tied to merger outcome raises refinancing risk if the deal fails.

United Homes Group secured waivers of its Debt Service Coverage Ratio and Leverage Ratio under both the Wells Fargo and Kennedy Lewis credit agreements. This provides short-term breathing room around financial covenants while the company works to complete its merger with Stanley Martin Homes, LLC.

The relief is explicitly time- and event-limited. For Wells Fargo, the waivers extend only until the earlier of May 31, 2026 or another specified event of default. For Kennedy Lewis, they cover the period from January 1, 2026 through the fiscal quarter ending on or prior to March 31, 2026.

If the merger does not close by the Outside Date of May 31, 2026, both amendments require the borrower to refinance the applicable credit facility and repay all obligations in full within 60 days of that date or any notice that the merger will not occur. The actual impact on liquidity and capital structure will depend on whether the merger closes and the company’s ability to arrange replacement financing on acceptable terms.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Outside Date for merger: May 31, 2026 Refinancing window if merger fails: 60 days KL waiver period start: January 1, 2026 +1 more

4 metrics

Outside Date for merger May 31, 2026 Deadline by which the merger with Stanley Martin Homes must close to avoid refinancing triggers

Refinancing window if merger fails 60 days Time after Outside Date or notice of no merger to refinance and repay obligations in full

KL waiver period start January 1, 2026 Beginning of period for Kennedy Lewis waiver of DSCR and Leverage Ratio

KL waiver period end Fiscal quarter ending on or prior to March 31, 2026 End of period for Kennedy Lewis covenant waivers

Key Terms

Debt Service Coverage Ratio, Leverage Ratio, Event of Default, Credit Facility, +1 more

5 terms

Debt Service Coverage Ratio financial

"The Fifth Amendment waives (i) the Debt Service Coverage Ratio requirement"

Debt service coverage ratio measures how many times a company's available cash flow can pay its scheduled debt payments (interest plus principal). Think of it like checking how many months of take-home pay it would take to cover your mortgage and loan bills; a higher number means a bigger cushion against missed payments. Investors use it to gauge credit risk, the likelihood of default, and whether a company can afford dividends or new borrowing.

Leverage Ratio financial

"and (ii) the Leverage Ratio requirement, each from the date of the Fifth Amendment"

Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.

Event of Default financial

"or (2) an Event of Default that is unrelated to the Debt Service Coverage Ratio"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Credit Facility financial

"to refinance the Credit Facility and repay the Obligations in full"

A credit facility is a flexible loan arrangement that allows a borrower to access funds up to a set limit whenever needed, similar to a company having an overdraft option on a bank account. It matters to investors because it indicates how easily a business can secure cash when required, affecting its ability to manage expenses, invest, or respond to financial challenges.

Outside Date financial

"the earlier to occur of (1) May 31, 2026 (the “Outside Date”)"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

Understanding 8-K Material Events →

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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): March 31, 2026

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 March 31, 2026 (the “Fifth Amendment Effective Date”), United Homes Group, Inc. (the “Company”) entered into the Fifth Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents (the “Fifth 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 Fifth Amendment.

The Fifth Amendment waives (i) the Debt Service Coverage Ratio requirement and (ii) the Leverage Ratio requirement, each from the date of the Fifth Amendment until the earlier to occur of (1) May 31, 2026 (the “Outside Date”), if the Company’s pending merger with Stanley Martin Homes, LLC (the “Merger”) has not occurred on or prior to the Outside Date or (2) an Event of Default that is unrelated to the Debt Service Coverage Ratio requirement or the Leverage Ratio requirement, respectively. In addition, the Fifth Amendment requires that, if the Merger has not closed by the Outside Date, the Borrower shall have 60 days from the earlier to occur of (y) the Outside Date and (z) the date Borrower receives notice from the buyer that the Merger will not occur, to refinance the Credit Facility and repay the Obligations in full.

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

Kennedy Lewis Credit Facility Amendment

On March 31, 2026 (the “KL Second Amendment Effective Date”), the Company entered into the Second Amendment to Credit Agreement (the “KL Second 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 Second Amendment.

The KL Second Amendment waives (i) the Debt Service Coverage Ratio requirement and (ii) the Leverage Ratio requirement, each for the period from January 1, 2026 through and including the fiscal quarter ending on or prior to March 31, 2026. In addition, the KL Second Amendment requires that, if the Merger has not closed by the Outside Date, the Borrower shall have 60 days from the earlier to occur of (y) the Outside Date and (z) the date Borrower receives notice from the buyer that the Merger will not occur, to refinance the Credit Facility and repay the Obligations in full.

The foregoing description of the KL Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the KL Second 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						Fifth Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents, dated as of March 31, 2026, among United Homes Group, Inc., Great Southern Homes, Inc., Rosewood Communities, Inc., Wells Fargo Bank, National Association, and the lenders party thereto
10.2*						Second Amendment to the Credit Agreement, dated as of March 31, 2026, 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: April 3, 2026

			United Homes Group, Inc.
			By:			/s/ Keith Feldman
			Name:			Keith Feldman
			Title:			Chief Financial Officer

FAQ

What did United Homes Group (UHG) change in its Wells Fargo credit facility?

United Homes Group obtained a waiver of the Debt Service Coverage Ratio and Leverage Ratio under its Wells Fargo credit agreement from the Fifth Amendment Effective Date until the earlier of May 31, 2026 or another event of default, providing temporary relief from these financial covenants.

How does the Kennedy Lewis credit amendment affect UHG’s covenant requirements?

The Kennedy Lewis Second Amendment waives United Homes Group’s Debt Service Coverage Ratio and Leverage Ratio requirements for the period from January 1, 2026 through the fiscal quarter ending on or prior to March 31, 2026, easing covenant pressure over that specific timeframe.

What happens if the UHG and Stanley Martin Homes merger does not close by May 31, 2026?

If the merger has not closed by May 31, 2026, United Homes Group must, under both amended credit facilities, refinance the applicable credit facility and repay all obligations in full within 60 days of that date or any notice that the merger will not occur.

Why are UHG’s credit covenant waivers linked to its pending merger?

The waivers are tied to the pending merger with Stanley Martin Homes, LLC, giving United Homes Group temporary flexibility on Debt Service Coverage and Leverage Ratios while the transaction is pending, with refinancing obligations triggered if the merger does not close by the specified Outside Date.

Which credit agreements did UHG amend on March 31, 2026?

On March 31, 2026, United Homes Group amended its Second Amended and Restated Credit Agreement with Wells Fargo Bank and its Credit Agreement with Kennedy Lewis Agency Partners LLC, implementing temporary covenant waivers and merger-contingent refinancing and repayment requirements.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 47.5 KB
• EX-10.2 EX-10.2 1.2 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.3 KB