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Smith Douglas Homes Corp.

For the period ended Dec 31, 2024. Filed Mar 21, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 21, 2025

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

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2024

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:001-41917

Smith Douglas Homes Corp.

(Exact name of Registrant as specified in its Charter)

Delaware93-1969003
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
110 Village Trail, Suite 215Woodstock, Georgia(Address of principal executive offices)30188(Zip Code)

Registrant’s telephone number, including area code:(770)213-8067

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

Title of each classTrading Symbol(s)(Name of each exchange on which registered)
Class A common Stock, $0.0001 par value per shareSDHCThe New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyx
Emerging growth companyx

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. x

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox

The aggregate market value of the registrant's Class A common stock held by non-affiliates as of June 28, 2024, was $206.7 million based on the closing price as reported on the New York Stock Exchange on such date.

As of March 14, 2025, the number of shares of the registrant’s Class A common stock outstanding was approximately 8,991,378, and the number of shares of the registrant’s Class B common stock outstanding was approximately 42,435,897.

DOCUMENTS INCORPORATED BY REFERENCE

Specifically identified portions of the registrant’s definitive proxy statement for use in connection with its 2025 Annual Meeting of Stockholders, which is to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.

TABLE OF CONTENTS

Page
Basis of Presentation2
Forward-Looking Statements8
Summary Risk Factors9
PART I10
Item 1.Business10
Item 1A.Risk Factors27
Item 1B.Unresolved Staff Comments66
Item 1C.Cybersecurity66
Item 2.Properties67
Item 3.Legal Proceedings68
Item 4.Mine Safety Disclosures68
PART II69
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities69
Item 6.[Reserved]69
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations69
Item 7A.Quantitative and Qualitative Disclosures About Market Risk85
Item 8.Financial Statements and Supplementary Data86
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure113
Item 9A.Controls and Procedures113
Item 9B.Other Information114
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections114
PART III115
Item 10.Directors, Executive Officers and Corporate Governance115
Item 11.Executive Compensation115
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters115
Item 13.Certain Relationships and Related Transactions, and Director Independence115
Item 14.Principal Accountant Fees and Services115
PART IV116
Item 15.Exhibits and Financial Statement Schedules116
Signatures119
ContentsView on SEC.gov

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