Smith Douglas Homes Corp.

This definitive proxy statement contains forward‑looking statements. We intend such forward‑looking statements to be covered by the safe harbor provisions for forward‑looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this definitive proxy statement may be forward‑looking statements. Statements regarding future performance, compensation arrangements, payments under the Tax Receivable Agreement, arrangements under the Smith Douglas LLC Agreement, and the outcome of certain land banking relationships are forward-looking statements. In some cases, you can identify forward‑looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions.

The forward‑looking statements in this definitive proxy statement are only predictions. We have based these forward‑looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward‑looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward‑looking statements. We believe that these factors include, but are not limited to the factors set forth under Part I, Item 1A. Risk Factors of our 2025 Annual Report on Form 10-K filed with the SEC on March 12, 2026. Because forward‑looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward‑looking statements as predictions of future events. The events and circumstances reflected in our forward‑looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward‑looking statements. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this definitive proxy statement and the documents that we reference herein with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward‑looking statements by these cautionary statements.

These forward‑looking statements speak only as of the date of this definitive proxy statement. Except as required by applicable law, we do not plan to publicly update or revise any forward‑looking statements contained in this definitive proxy statement, whether as a result of any new information, future events or otherwise.