Item 1.01 Entry into a Material Definitive Agreement.

On December 28, 2021, Green Brick Partners, Inc., a Delaware corporation (the "Company"), entered into a Note Purchase Agreement (the "Note Purchase Agreement") with the several purchasers named therein (together, the "Purchasers"), pursuant to which the Company issued to the Purchasers $100 million aggregate principal amount of senior unsecured notes (the "Notes") due on December 28, 2029 at a fixed rate of 3.25% per annum. The Company expects to use the proceeds from the issuance of the Notes to repay borrowings under the Company's existing revolving credit facilities, to pay fees and expenses incurred in connection with the transaction and for general corporate purposes. Interest will be payable quarterly in arrears commencing on March 28, 2022.

The Notes are guaranteed on a senior unsecured basis (the "Guarantees") by the Company's Significant Subsidiaries (as defined in the Note Purchase Agreement) and certain other subsidiaries pursuant to a Guaranty Agreement entered into on December 28, 2021 by such subsidiary guarantors named therein (the "Guarantors"). The Notes and the Guarantees will be the Company's and the Guarantors' senior unsecured obligations and will rank equally in right of payment with all of the Company's and Guarantors' existing and future senior unsecured debt and will be senior in right of payment to all of the Company's and Guarantors' future subordinated debt. The Notes and the Guarantees will be effectively subordinated to any of the Company's or Guarantors' existing and future secured debt, to the extent of the value of the assets securing such debt.

Under the terms of the Note Purchase Agreement, the Company is required, among other things, to maintain compliance with various financial covenants, including maximum leverage ratios, a minimum interest coverage ratio, and a minimum consolidated tangible net worth. The Note Purchase Agreement also contains other customary covenants and customary default provisions, including defaults for non-payment, breach of representations and warranties, insolvency, non-performance of covenants, cross-defaults with other indebtedness and guarantor defaults.

The Notes were issued to institutional investors in a Section 4(a)(2) private placement transaction.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.        Description of Exhibit
             10.49   Note Purchase Agreement, dated December 28, 2021, by and among Green Brick
                   Partners, Inc. and the several purchasers named therein.
             10.50   Guaranty Agreement, dated as of December 28, 2021, by and among certain
                   subsidiaries of Green Brick Partners, Inc.
               104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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