Smith Douglas Homes Corp

Recent Sales of Unregistered Securities

None.

Use of Proceeds

On January 16, 2024, in connection with our IPO, we issued and sold 8,846,154 shares of our Class A common stock at a price to the public of $21.00 per share. All shares issued and sold were registered pursuant to a registration statement on Form S‑1 (File No. 333-274379), as amended (the “Registration Statement”), declared effective by the SEC on January 10, 2024.

There was no material change in the expected use of the net proceeds from our IPO as described under the heading Use of proceeds in our final prospectus, filed with the SEC on January 10, 2024 pursuant to Rule 424(b)(4) relating to our Registration Statement (the “Final Prospectus”). We used the net proceeds to: (i) to repay approximately $84.0 million of borrowings outstanding under the Prior Credit Facility, (ii) redeem all of the outstanding Class C Units and Class D Units at par aggregating $2.6 million, (iii) repay $0.9 million in notes payable to related parties, and (iv) the remainder for general corporate purposes. As of June 30, 2024, we had fully utilized the net proceeds from our IPO.

Purchases of equity securities by the issuer and affiliated purchasers

None.