Smith Douglas Homes Corp.
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
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Item 4. Controls and Procedures
Limitations on effectiveness of controls and procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of disclosure controls and procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10‑Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective as a result of the material weakness in our internal control over financial reporting as described below.
Previously reported material weakness
As previously disclosed in Part II, Item 9A. Controls and Procedures of our Annual Report, our management identified a material weakness in internal control related to ineffective information technology general controls (“ITGCs”) in the areas of user access, change management, and segregation of duties related to certain key information technology (“IT”) systems that support the Company's financial reporting processes, resulting in ineffective design and implementation of IT-dependent controls. We believe the material weakness is due to gaps in the sufficiency of IT resources, IT policies and procedures, and risk-assessment processes to identify and assess access and changes in certain IT environments that could impact internal controls over financial reporting.
Notwithstanding our material weaknesses, we have concluded that the financial statements and other financial information included in this Quarterly Report fairly present in all material respects our financial condition, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
Remediation
In response to this material weakness in internal control over financial reporting related to ineffective ITGCs for key IT systems, the Company has taken and is continuing to take actions to remediate control failures related to user access, change management, and segregation of duties. Our remediation plan includes:
expanding the available resources at the Company with experience designing and implementing control activities, including ITGCs and automated controls, through hiring a Vice President, IT Operations in June 2025 and engaging third-party consultants and specialists in March 2025 to assist with executing our remediation plan;
implementing a process for regular review of privileged access to key IT systems;
developing new and strengthening existing IT policies and procedures;
redesigning and implementing new ITGCs within the Company and related to our third-party service providers;
enhancing oversight of our third-party service providers through review of relevant SOC reports;
reassessing roles and responsibilities across key IT systems to ensure appropriate access and segregation of duties;
developing and implementing additional training addressing ITGCs;
transitioning to a new IT managed service provider that offers enhanced cybersecurity, internal controls, and service offerings; and
implementing new technology tools to strengthen internal processes and controls.
Our remediation plan can only be accomplished over time and will be continually reviewed to determine that it is achieving its objectives. We are committed to maintaining a strong internal control environment, and we expect to continue our efforts to ensure the material weakness described above is remediated. However, the material weakness cannot be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
As we continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weakness described above, we have and will continue to perform additional procedures prescribed by management, including the use of manual mitigating control procedures designed to ensure that our consolidated financial statements are fairly stated in all material respects.
Changes in internal control over financial reporting
Other than the actions to remediate the material weakness in our internal control over financial reporting as described above, which was ongoing as of the date of issuance of this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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