UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2019

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨

As disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2014, effective December 5, 2014, United Development Funding Income Fund V, a Maryland real estate investment trust (“UDF V”), entered into a loan agreement to provide a $42,372,200 land acquisition and development loan (the “Loan”) to Rosehill Reserve, Ltd., an unaffiliated single-purpose entity.   The Loan was evidenced and secured by a first lien deed of trust recorded against 304 acres of land in Tomball, Harris County, Texas, a promissory note, assignments of builder lot sale contracts, and other loan documents.  The proceeds of the loan were to be used to finance the land acquisition and continued development of single family residential lots for sale to homebuilders. Subsequently, on November 11, 2016, a senior loan (the “Senior Loan”) was originated and the Loan was subordinated to the Senior Loan.

On December 20, 2019, UDF V entered into an agreement with Rosehill Reserve, Ltd., Harrigan Development Partners, LLC and Thomas L. Hargrove, Jr. (collectively, the “Developer”), providing for the future transfer of assets consisting of approximately 143 finished lots, 143 acres of entitled land for future phases, reimbursements due from a Municipal Utility District in Harris County Texas (the “MUD”) and any other assets of Rosehill Reserve, Ltd. to UDF V in exchange for UDF V’s release of the Developer parties from their respective obligations under the UDF V deed of trust and other Loan documents. The transactions contemplated by the agreement are subject to the satisfaction of closing contingencies, including the availability of sufficient financing or cash proceeds to pay off the Senior Loan in full. Pursuant to the agreement, the transfer is expected to occur by June 30, 2020; however, due to the closing contingencies, UDF V cannot provide any assurances that the transfer will occur within that timeframe, or at all. This transaction may occur in stages.

In addition, on December 20, 2019, UDF V entered into an agreement with Harrigan Development Partners, LLC, pursuant to which Harrigan Development Partners, LLC will provide services to UDF V in connection with the continued development of the 304 acres of land in Tomball, Harris County, Texas and collection of reimbursements due from the MUD.

The information reported in Item 1.01 of this Current Report on Form 8-K regarding the release of the Developer parties from their respective obligations under the Loan is incorporated herein by reference.

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.