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Smith Douglas Homes Corp.

For the period ended Dec 31, 2025. Filed Apr 22, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 22, 2026

SDHC$9.81-4.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant xFiled by a Party other than the Registrant o

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under § 240.14a-12

Smith Douglas Homes Corp.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE & PROXY STATEMENT

Annual Meeting of Stockholders

June 4, 2026

8:30 a.m. (Eastern Time)

i

110 VILLAGE TRAIL, SUITE 215

WOODSTOCK, GEORGIA 30188

To Our Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Smith Douglas Homes Corp. at 8:30 a.m. (Eastern Time), on Thursday, June 4, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section titled “Who can attend the Annual Meeting?” on page 3 of the proxy statement for more information about how to attend the Annual Meeting online.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a printed proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously voted or submitted your proxy.

Thank you for your support.

Sincerely,

/s/ Gregory S. Bennett

Gregory S. Bennett

President, Chief Executive Officer, Vice Chairman, and Director

ii

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD THURSDAY, JUNE 4, 2026

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Smith Douglas Homes Corp., a Delaware corporation (the “Company”), will be held at 8:30 a.m. (Eastern Time), on Thursday, June 4, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/SDHC2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes:

To elect Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George E. Perdue III, Janice E. Walker, and Neil B. Wedewer as directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of our common stock, composed of our Class A common stock and Class B common stock, as of the close of business on April 10, 2026 are entitled to notice of and to vote at the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a purpose germane to the Annual Meeting for a period of ten days prior to the Annual Meeting during ordinary business hours at the Company’s principal executive office. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting online, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date, and mail the proxy card in the enclosed return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors

/s/ Brett A. Steele

Vice President, General Counsel, and Secretary

Woodstock, Georgia

iii

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THE 2026 ANNUAL MEETING OF STOCKHOLDERS3
PROPOSALS TO BE VOTED ON7
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS11
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS12
EXECUTIVE OFFICERS13
CORPORATE GOVERNANCE14
COMMITTEES OF THE BOARD18
EXECUTIVE COMPENSATION21
DIRECTOR COMPENSATION26
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT29
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS34
STOCKHOLDERS’ PROPOSALS37
OTHER MATTERS38
SOLICITATION OF PROXIES39
CERTAIN DEFINITIONS41
FORWARD-LOOKING STATEMENTS42
APPENDIX A43
APPENDIX B45

For certain definitions used throughout this proxy statement and a description of the transactions effected in connection with our initial public offering, please refer to —Certain Definitions. For a disclaimer regarding forward-looking statements in this proxy statement, please refer to —Forward-Looking Statements.

iv

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Smith Douglas Homes Corp. of proxies to be voted at our 2026 Annual Meeting of Stockholders to be held on Thursday, June 4, 2026 (the “Annual Meeting”), at 8:30 a.m. (Eastern Time), and at any continuation, postponement, or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/SDHC2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials.

Holders of record of shares of our Class A common stock, $0.0001 par value per share, and Class B common stock, $0.0001 par value per share (collectively, the “common stock”), as of the close of business on April 10, 2026 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting, and will vote together as a single class on all matters presented at the Annual Meeting. As of the Record Date, there were 8,353,922 shares of Class A common stock outstanding and entitled to vote at the Annual Meeting and 42,435,897 shares of Class B common stock outstanding and entitled to vote at the Annual Meeting, representing 1.9% and 98.1% of the voting power of our common stock, respectively. Each share of Class A common stock is entitled to one vote per share, and each share of Class B common stock is entitled to ten votes per share on any matter presented to stockholders at the Annual Meeting.

This proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) will be released on or about April 22, 2026 to our stockholders on the Record Date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 4, 2026

This Proxy Statement and our 2025 Form 10-K are available at

www.proxyvote.com

Proposals

At the Annual Meeting, our stockholders will be asked:

To elect Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George E. Perdue III, Janice E. Walker, and Neil B. Wedewer as directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified;

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in accordance with their best judgment.

Recommendations of the Board

The Company’s Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted, and the Board recommends that you vote:

FOR the election of each Thomas L. Bradbury, Gregory S. Bennett, Julie M. Bradbury, Neill B. Faucett, Jeffrey T. Jackson, George E. Perdue III, Janice E. Walker, and Neil B. Wedewer as directors; and

FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Information About This Proxy Statement

Why you received this proxy statement. You are viewing or have received these proxy materials because Smith Douglas’ Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information we are required to provide you under the rules of the SEC and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, Smith Douglas is making this proxy statement and its 2025 Form 10-K available to its stockholders electronically via the Internet. On or about April 22, 2026, we mailed or intend to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2025 Form 10-K and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2025 Form 10-K. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC’s rules permit us and intermediaries (e.g., brokers, banks and other agents) to deliver a single set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we and a number of intermediaries with account holders who are our stockholders have delivered only one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. A proxy card or voting instruction form will be delivered for each of the stockholders sharing an address. We agree to deliver promptly, upon written or oral request, a separate copy of the proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Broadridge at the above phone number or address.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.