Statistik Asas
| CIK | 1982518 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Smith Douglas Homes Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 6, 2025 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commission |
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| August 6, 2025 |
Smith Douglas Homes Reports Second Quarter 2025 Results Exhibit 99.1 Smith Douglas Homes Reports Second Quarter 2025 Results ATLANTA, August 6, 2025 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced second quarter results for the three and six months ended June 30, 2025. Q2 2025 Results as compared to Q2 2024: •Home closings increased 2% to 669 •Home closing revenue increased 1% to $223.9 millio |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION 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. |
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| August 6, 2025 |
To: Russ Devendorf Division: Support Center Date: March 20, 2025 Re: 2025 Base and Incentive Compensation We are pleased to recognize your hard work and contributions with an incentive compensation adjustment for FY2025. |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 5, 2025 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commission F |
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| May 28, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 28, 2025 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commission F |
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| May 28, 2025 |
Smith Douglas Homes Corp. Announces Stock Repurchase Program Exhibit 99.1 Smith Douglas Homes Corp. Announces Stock Repurchase Program ATLANTA, May 28, 2025 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced that its Board of Directors has authorized a stock repurchase program for up to $50.0 million of the Company’s Class A common stock. “This repurchase authorization underscores the Board and Manage |
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| May 21, 2025 |
Exhibit 10.1 EXECUTION VERSION LENDER ADDITION AND ACKNOWLEDGMENT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS THIS LENDER ADDITION AND ACKNOWLEDGMENT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this “Agreement”) is dated as of May 15, 2025 (the “First Amendment Effective Date”) by and among SMI |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2025 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commission F |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION 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. |
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| May 14, 2025 |
Smith Douglas Homes Reports First Quarter 2025 Results Exhibit 99.1 Smith Douglas Homes Reports First Quarter 2025 Results ATLANTA, May 14, 2025 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced first quarter results for the three months ended March 31, 2025. Q1 2025 Results as compared to Q1 2024: •Home closings increased 19% to 671 •Home closing revenue increased 19% to $224.7 million •Home c |
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| May 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 14, 2025 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commission F |
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| April 23, 2025 |
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 x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confid |
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| April 23, 2025 |
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 x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confid |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION 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 |
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| March 21, 2025 |
Exhibit 10.14 To: Russ Devendorf From: Greg Bennett Date: March 27, 2024 Re: 2024 Annual President Annual Incentive Program and Long-Term Incentive Program Congratulations! As one of a select group of key executives, you have been chosen to participate in the Smith Douglas Homes 2024 Annual Incentive Program (“AIP”) and 2024 Long-Term Incentive Program (“LTIP”). As previously discussed, and descri |
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| March 21, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Smith Douglas Homes Corp. |
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| March 21, 2025 |
Exhibit 10.15 To: Brett Steele From: Greg Bennett Date: March 1, 2024 Re: 2024 Total Compensation, AIP Target, LTIP Target Congratulations! As one of a select group of key managers, you have been chosen to participate in the Smith Douglas Homes 2024 Annual Incentive Program (“AIP”) and 2024 Long Term Incentive Program (“LTIP”). These programs have been created to reward, motivate, and align member |
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| March 21, 2025 |
SMITH DOUGLAS HOMES CORP. INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES (As of January 10, 2024) Exhibit 19.1 SMITH DOUGLAS HOMES CORP. INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES (As of January 10, 2024) Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to |
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| March 21, 2025 |
As filed with the Securities and Exchange Commission on March 21, 2025 As filed with the Securities and Exchange Commission on March 21, 2025 Registration No. |
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| March 21, 2025 |
Subsidiaries of Smith Douglas Homes Corp. EX-21.1 7 sdhc-20241231xexx211.htm EX-21.1 Exhibit 21.1 Subsidiaries of Smith Douglas Homes Corp. Name* State or Other Jurisdiction of Incorporation or Organization SDC Realty LLC Georgia SDH Alabama LLC Georgia SDH Atlanta LLC Georgia SDHB Realty LLC Georgia SDH Central GA LLC Georgia SDH Charlotte LLC Georgia SDH Chattanooga LLC Georgia SDH Development Company LLC Georgia SDH Greenville LLC Geor |
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| March 21, 2025 |
SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN Exhibit 10.8 SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms |
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| March 21, 2025 |
SMITH DOUGLAS HOMES CORP. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Exhibit 10.9 SMITH DOUGLAS HOMES CORP. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the “Board”) of Smith Douglas Homes Corp. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Amended Non-Employee Director Compensation Program (this “Amended Program”). The cash and equity compensatio |
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| March 12, 2025 |
Smith Douglas Homes Reports Fourth Quarter and Full Year 2024 Results Exhibit 99.1 Smith Douglas Homes Reports Fourth Quarter and Full Year 2024 Results ATLANTA, March 12, 2025 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced results for the fourth quarter and year ended December 31, 2024. Q4 2024 Results as compared to Q4 2023: •Home closings increased 28% to 836 •Home closing revenue increased 32% to $287. |
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| March 12, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 12, 2025 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commission |
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| February 13, 2025 |
AGREEMENT JOINT FILING OF SCHEDULE 13G AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, LLC (an investment adviser registered under the Investment Advisers Act of 1940) and Virtus Equity Trust (on behalf of Virtus KAR Small-Cap Growth Fund), a Delaware statutory trust, hereby agree to file jointly the statement on Schedule 13G to which this Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934. |
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| February 10, 2025 |
EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Smith Douglas Homes Corp. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1 |
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| November 13, 2024 |
SDHC / Smith Douglas Homes Corp. / Bradbury Thomas L - SC 13G Passive Investment SC 13G 1 ef20038653sc13g.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Smith Douglas Homes Corp. (Name of Issuer) Class A Common Stock, $0.0001 par v |
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| November 13, 2024 |
EX-99 2 ef20038653ex99.htm EXHIBIT 99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy o |
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| November 13, 2024 |
SC 13G/A 1 fp0090889-27sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* SMITH DOUGLAS HOMES CORP (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securitie |
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| November 13, 2024 |
SDHC / Smith Douglas Homes Corp. / Bennett Gregory S - SC 13G Passive Investment SC 13G 1 ef20038655sc13g.htm SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Smith Douglas Homes Corp. (Name of Issuer) Class A Common Stock, $0.0001 par v |
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| November 13, 2024 |
EX-99 2 ef20038655ex99.htm EXHIBIT 99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy o |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION 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. |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 12, 2024 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commiss |
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| November 12, 2024 |
EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached. Dated: 11/12/2024 ARTISAN PARTNERS ASSET MANAGEMENT INC, for itself and as the general partner of ARTISAN PARTNERS HOLDINGS LP By: Gregory K. Ramirez * ARTISAN INVESTMENTS GP LLC, for itself and as the general partner of ARTISAN PARTNERS LIMITED PARTNER |
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| November 12, 2024 |
Smith Douglas Homes Reports Third Quarter 2024 Results Exhibit 99.1 Smith Douglas Homes Reports Third Quarter 2024 Results ATLANTA, November 12, 2024 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced third quarter results for the three and nine months ended September 30, 2024. Q3 2024 Results as compared to Q3 2023: •Home closings increased 39% to 812 •Home closing revenue increased 41% to $277 |
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| November 12, 2024 |
SC 13G/A 1 d900348dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2. Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Smith Douglas Homes Corp. (Name of Issuer) Class A Common St |
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| November 8, 2024 |
JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Smith Douglas Homes Corp. |
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| November 8, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Smith Douglas Homes Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 83207R107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| October 7, 2024 |
SDHC / Smith Douglas Homes Corp. / FEDERATED HERMES, INC. Passive Investment OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response ….11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) SMITH DOUGLAS HOMES CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 83207R107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of |
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| October 2, 2024 |
SDHC / Smith Douglas Homes Corp. / Hood River Capital Management LLC Passive Investment SC 13G 1 v102242sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Smith Douglas Homes Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 83207R107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the |
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| September 9, 2024 |
SC 13G/A 1 fp0090124-2sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* SMITH DOUGLAS HOMES CORP (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 14, 2024 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commissio |
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| August 14, 2024 |
Smith Douglas Homes Reports Second Quarter 2024 Results Exhibit 99.1 Smith Douglas Homes Reports Second Quarter 2024 Results ATLANTA, August 14, 2024 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced second quarter results for the three and six months ended June 30, 2024. Q2 2024 Results as compared to Q2 2023: • Net new orders increased 17% to 715 • Home closings increased 17% to 653 • Revenue |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION 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. |
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| August 8, 2024 |
SDHC / Smith Douglas Homes Corp. / Artisan Partners Limited Partnership - SC 13G Passive Investment SC 13G SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2. |
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| August 8, 2024 |
EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached. Dated: 8/8/2024 ARTISAN PARTNERS ASSET MANAGEMENT INC, for itself and as the general partner of ARTISAN PARTNERS HOLDINGS LP By: Gregory K. Ramirez * ARTISAN INVESTMENTS GP LLC, for itself and as the general partner of ARTISAN PARTNERS LIMITED PARTNERSH |
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| July 8, 2024 |
JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Smith Douglas Homes Corp. |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Smith Douglas Homes Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 83207R107 (CUSIP Number) June 28, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION 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. |
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| May 14, 2024 |
Smith Douglas Homes Reports First Quarter 2024 Results Exhibit 99.1 Smith Douglas Homes Reports First Quarter 2024 Results ATLANTA, May 14, 2024 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced first quarter results for the three months ended March 31, 2024. Q1 2024 Results as compared to Q1 2023: • Net new orders increased 15% to 765 • Home closings increased 13% to 566 • Revenue increased 13 |
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| May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 14, 2024 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commission F |
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| April 1, 2024 |
SMITH DOUGLAS HOMES CORP. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Exhibit 97 SMITH DOUGLAS HOMES CORP. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Smith Douglas Homes Corp. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of January 10, 2024 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to |
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| April 1, 2024 |
DESCRIPTION OF REGISTRANT’S SECURITIES Exhibit 4.2 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary describes the material provisions of the common stock of Smith Douglas Homes Corp. (“we”, “us”, “our”, the “Company”) that is registered under Section 12 of the Securities Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of our common stock, we urge |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION 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 |
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| March 25, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 19, 2024 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41917 (Commission File Numbe |
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| March 25, 2024 |
Smith Douglas Homes Reports Full Year 2023 Results Exhibit 99.1 Smith Douglas Homes Reports Full Year 2023 Results ATLANTA, March 19, 2024 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced results for its year ended December 31, 2023. 2023 Full Year Results as compared to 2022: • Net new orders increased 22.8% to 2,368 • Backlog homes increased 18.3% to 912 • Sales value of backlog homes in |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 29, 2024 Date of Report (Date of earliest event reported) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of incorporation) (Commiss |
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| February 12, 2024 |
AGREEMENT JOINT FILING OF SCHEDULE 13G EX-1 2 fp0086862-71ex1.htm AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc. (an investment adviser registered under the Investment Advisers Act of 1940) and Virtus Equity Trust (on behalf of Virtus KAR Small-Cap Growth Fund), a Delaware statutor |
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| February 12, 2024 |
SC 13G 1 fp0086862-71sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. n/a)* SMITH DOUGLAS HOMES CORP (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities |
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| January 16, 2024 |
Exhibit 3.2 Amended and Restated Bylaws of Smith Douglas Homes Corp. (a Delaware corporation) as of January 10, 2024 Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominat |
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| January 16, 2024 |
Exhibit 10.5 Certain personal information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information is not material and could be harmful if publicly disclosed. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 16, 2024 (the “Effective Date”), is entered into by and between Smith Douglas Homes |
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| January 16, 2024 |
Exhibit 10.6 Certain personal information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information is not material and could be harmful if publicly disclosed. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 16, 2024 (the “Effective Date”), is entered into by and between Smith Douglas Homes |
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| January 16, 2024 |
Exhibit 10.2 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. TAX RECEIVABLE AGREEMENT by and among SMITH DOUGLAS HOMES CORP. SMITH DOUGLAS HOLDINGS LLC TRA PARTIES and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated |
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| January 16, 2024 |
Exhibit 10.4 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. EXECUTION VERSION Loan Number 1020381 AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 16, 2024 by and among SMITH DOUGLAS HOLDINGS LLC, a Delaware |
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| January 16, 2024 |
Exhibit 10.7 Certain personal information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information is not material and could be harmful if publicly disclosed. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 16, 2024 (the “Effective Date”), is entered into by and between Smith Douglas Homes |
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| January 16, 2024 |
Exhibit 10.3 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of January 10, 2024 by and among Smith Douglas Homes Corp., a |
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| January 16, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH DOUGLAS HOMES CORP. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH DOUGLAS HOMES CORP. Smith Douglas Homes Corp., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 20, 2023 (the “Original Ce |
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| January 16, 2024 |
Exhibit 10.1 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. SMITH DOUGLAS HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 10, 2024 THE LIMITED LIABILITY COMPANY INTERESTS REPR |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 (January 10, 2024) Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 001-41917 93-1969003 (State or other jurisdiction of inco |
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| January 12, 2024 |
SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN Exhibit 4.5 SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Smith Douglas H |
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| January 12, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH DOUGLAS HOMES CORP. Exhibit 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH DOUGLAS HOMES CORP. Smith Douglas Homes Corp., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 20, 2023 (the “Original Ce |
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| January 12, 2024 |
SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN Exhibit 4.4 SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Smith Douglas Homes Corp. 2024 Incentive Aw |
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| January 12, 2024 |
Exhibit 4.2 Amended and Restated Bylaws of Smith Douglas Homes Corp. (a Delaware corporation) as of January 10, 2024 Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice of Nominat |
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| January 12, 2024 |
SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN ARTICLE I. Exhibit 4.3 SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company and Smith Douglas Holdings LLC (the “Operating Company”) by providing these individuals with equity ownership opportunities and/or equity-linked com |
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| January 12, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-274379 P R O S P E C T U S 7,692,308 Shares Smith Douglas Homes Corp. Class A Common Stock This is an initial public offering of shares of Class A common stock of Smith Douglas Homes Corp. We are offering 7,692,308 shares of Class A common stock. Prior to this offering, there has been no public market for the Class A common |
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| January 12, 2024 |
As filed with the Securities and Exchange Commission on January 12, 2024 As filed with the Securities and Exchange Commission on January 12, 2024 Registration No. |
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| January 12, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) Smith Douglas Homes Corp. |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Smith Douglas Homes Corp. (Exact name of registrant as specified in its charter) Delaware 93-1969003 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification N |
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| January 8, 2024 |
SMITH DOUGLAS HOMES CORP. 110 Village Trail, Suite 215 Woodstock, Georgia 30188 SMITH DOUGLAS HOMES CORP. 110 Village Trail, Suite 215 Woodstock, Georgia 30188 January 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: William Demarest, Jennifer Monick, Kibum Park, and Brigitte Lippmann Re: Smith Douglas Homes Corp. Registration Statement on Form S-1 (File No. 333-274379) Ladies a |
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| January 8, 2024 |
[Signature Page to Underwriters’ Acceleration Request] J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC 200 Vesey Street, 8th Floor New York, New York 10281 Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 January 8, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Offi |
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| January 3, 2024 |
Exhibit 10.11 Certain personal information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information is not material and could be harmful if publicly disclosed. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [], 2024 (the “Effective Date”), is entered into by and between Smith Douglas Homes Corp., |
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| January 3, 2024 |
SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN Exhibit 10.6 SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Smith Douglas Homes Corp. 2024 Incentive A |
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| January 3, 2024 |
Exhibit 10.4 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2024 by and among Smith Douglas Homes Corp., a Delawar |
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| January 3, 2024 |
Exhibit 10.5 SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company and Smith Douglas Holdings LLC (the “Operating Company”) by providing these individuals with equity ownership opportunities and/or equity-linked co |
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| January 3, 2024 |
Exhibit 10.12 Certain personal information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information is not material and could be harmful if publicly disclosed. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [], 2024 (the “Effective Date”), is entered into by and between Smith Douglas Homes Corp., |
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| January 3, 2024 |
Exhibit 3.4 Amended and Restated Bylaws of Smith Douglas Homes Corp. (a Delaware corporation) as of [] Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Elec |
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| January 3, 2024 |
Exhibit 10.10 Certain personal information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information is not material and could be harmful if publicly disclosed. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [], 2024 (the “Effective Date”), is entered into by and between Smith Douglas Homes Corp., |
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| January 3, 2024 |
Exhibit 10.1 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. Loan Number 1020381 AMENDED AND RESTATED CREDIT AGREEMENT dated as of [], 2024 by and among SMITH DOUGLAS HOLDINGS LLC, a Delaware limited liability company, |
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| January 3, 2024 |
SMITH DOUGLAS HOMES CORP. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Exhibit 10.8 SMITH DOUGLAS HOMES CORP. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the “Board”) of Smith Douglas Homes Corp. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Prog |
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| January 3, 2024 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH DOUGLAS HOMES CORP. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH DOUGLAS HOMES CORP. Smith Douglas Homes Corp., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 20, 2023 (the “Original Ce |
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| January 3, 2024 |
Exhibit 10.2 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. TAX RECEIVABLE AGREEMENT by and among SMITH DOUGLAS HOMES CORP. SMITH DOUGLAS HOLDINGS LLC TRA PARTIES and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated |
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| January 3, 2024 |
Exhibit 10.3 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. SMITH DOUGLAS HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ● ], 2024 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENT |
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| January 3, 2024 |
Exhibit 10.7 SMITH DOUGLAS HOMES CORP. 2024 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Smith Douglas |
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| January 3, 2024 |
SMITH DOUGLAS HOMES CORP. [●] Shares of Class A Common Stock Underwriting Agreement Exhibit 1.1 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. SMITH DOUGLAS HOMES CORP. [●] Shares of Class A Common Stock Underwriting Agreement [●], 2024 J.P. Morgan Securities LLC BofA Securities, Inc. RBC Capital Mar |
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| January 3, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Smith Douglas Homes Corp. |
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| January 3, 2024 |
As filed with the Securities and Exchange Commission on January 3, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 3, 2024 Registration No. |
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| November 13, 2023 |
Exhibit 10.2 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. TAX RECEIVABLE AGREEMENT by and among SMITH DOUGLAS HOMES CORP. SMITH DOUGLAS HOLDINGS LLC TRA PARTIES and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated |
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| November 13, 2023 |
1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES November 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Munich New York Orange Coun |
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| November 13, 2023 |
As filed with the Securities and Exchange Commission on November 13, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 13, 2023 Registration No. |
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| November 13, 2023 |
SMITH DOUGLAS HOMES CORP. 2023 INCENTIVE AWARD PLAN Exhibit 10.6 SMITH DOUGLAS HOMES CORP. 2023 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Smith Douglas Homes Corp. 2023 Incentive A |
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| November 13, 2023 |
Exhibit 10.7 SMITH DOUGLAS HOMES CORP. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Smith Douglas |
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| November 13, 2023 |
SMITH DOUGLAS HOMES CORP. [●] Shares of Class A Common Stock Underwriting Agreement Exhibit 1.1 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. SMITH DOUGLAS HOMES CORP. [●] Shares of Class A Common Stock Underwriting Agreement [●], 2023 J.P. Morgan Securities LLC BofA Securities, Inc. RBC Capital Mar |
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| November 13, 2023 |
Exhibit 10.3 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. SMITH DOUGLAS HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ● ], 2023 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENT |
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| November 13, 2023 |
Exhibit 10.4 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2023 by and among Smith Douglas Homes Corp., a Delawar |
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| October 16, 2023 |
Exhibit 99.1 Consent of Director Nominee In connection with the filing by Smith Douglas Homes Corp. (the “Corporation”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t |
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| October 16, 2023 |
Exhibit 10.7 SMITH DOUGLAS HOMES CORP. 2023 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Smith Douglas |
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| October 16, 2023 |
Exhibit 99.3 Consent of Director Nominee In connection with the filing by Smith Douglas Homes Corp. (the “Corporation”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t |
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| October 16, 2023 |
SMITH DOUGLAS HOMES CORP. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Exhibit 10.8 SMITH DOUGLAS HOMES CORP. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the “Board”) of Smith Douglas Homes Corp. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Prog |
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| October 16, 2023 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2023 by and among Smith Douglas Homes Corp., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Holders”). RECITALS WHEREAS, the Corporation is contemplating an offe |
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| October 16, 2023 |
Exhibit 10.2 TAX RECEIVABLE AGREEMENT by and among SMITH DOUGLAS HOMES CORP. SMITH DOUGLAS HOLDINGS LLC TRA PARTIES and OTHER PERSONS FROM TIME TO TIME PARTY HERETO Dated as of [ ● ], 2023 TABLE OF CONTENTS Page ARTICLE I Definitions 3 Section 1.1. Definitions 3 Section 1.2. Rules of Construction 12 ARTICLE II Determination of Realized Tax Benefit 13 Section 2.1. Basis Adjustments; the LLC 754 Ele |
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| October 16, 2023 |
Exhibit 10.5 SMITH DOUGLAS HOMES CORP. 2023 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company and Smith Douglas Holdings LLC (the “Operating Company”) by providing these individuals with equity ownership opportunities and/or equity-linked co |
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| October 16, 2023 |
SMITH DOUGLAS HOMES CORP. 2023 INCENTIVE AWARD PLAN Exhibit 10.6 SMITH DOUGLAS HOMES CORP. 2023 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Smith Douglas Homes Corp., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Smith Douglas Homes Corp. 2023 Incentive A |
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| October 16, 2023 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH DOUGLAS HOMES CORP. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SMITH DOUGLAS HOMES CORP. Smith Douglas Homes Corp., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on June 20, 2023 (the “Original Ce |
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| October 16, 2023 |
INDEMNIFICATION AND ADVANCEMENT AGREEMENT Exhibit 10.9 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (“Agreement”) is made as of , 202 by and between Smith Douglas Homes Corp., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Co |
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| October 16, 2023 |
1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brusseles Orange County Century City Paris Chicago Riyadh Dubai San Diego October 16, 2023 Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley VIA EDGAR Houston Singapore London Tel Aviv U. |
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| October 16, 2023 |
Exhibit 3.4 Amended and Restated Bylaws of Smith Douglas Homes Corp. (a Delaware corporation) as of [] Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Elec |
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| October 16, 2023 |
Exhibit 10.3 SMITH DOUGLAS HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ● ], 2023 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY |
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| October 16, 2023 |
Exhibit 99.2 Consent of Director Nominee In connection with the filing by Smith Douglas Homes Corp. (the “Corporation”) of its Registration Statement (the “Registration Statement”) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to t |
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| October 16, 2023 |
As filed with the Securities and Exchange Commission on October 16, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 16, 2023 Registration No. |
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| October 16, 2023 |
SMITH DOUGLAS HOMES CORP. [●] Shares of Class A Common Stock Underwriting Agreement Exhibit 1.1 SMITH DOUGLAS HOMES CORP. [●] Shares of Class A Common Stock Underwriting Agreement [●], 2023 J.P. Morgan Securities LLC BofA Securities, Inc. RBC Capital Markets, LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule I hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Securities, Inc. One Bryant Park |
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| September 6, 2023 |
Exhibit 2.1 Certain information has been excluded from this agreement (indicated by “[***]”) because Smith Douglas Homes Corp. has determined such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. ASSET PURCHASE AGREEMENT by and among SDH HOUSTON LLC, DEVON STREET HOMES, L.P., DEVON STREET HOMES GP, L.L.C. and JOHN STEPHEN RAY, THE BRR 2022 TRUST U/T/A |
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| September 6, 2023 |
CERTIFICATE OF INCORPORATION OF Smith Douglas Homes Corp. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF Smith Douglas Homes Corp. First: The name of the corporation is: Smith Douglas Homes Corp. (the “Corporation”). Second: The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Compa |
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| September 6, 2023 |
Exhibit 16.1 September 6, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 To the addressee set forth above: We were previously principal accountants for Smith Douglas Holdings LLC and, under the date of April 21, 2022, we reported on the consolidated financial statements of Smith Douglas Holdings LLC as of December 31, 2021 and for the year then ended. On April 3, |
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| September 6, 2023 |
Exhibit 4.1 |
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| September 6, 2023 |
1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES September 6, 2023 Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Te |
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| September 6, 2023 |
BYLAWS SMITH DOUGLAS HOMES CORP. (a Delaware corporation) Adopted on June 20, 2023 TABLE OF CONTENTS Exhibit 3.3 BYLAWS OF SMITH DOUGLAS HOMES CORP. (a Delaware corporation) Adopted on June 20, 2023 TABLE OF CONTENTS Page ARTICLE I. IDENTIFICATION; OFFICES 1 SECTION 1. NAME 1 SECTION 2. PRINCIPAL AND BUSINESS OFFICES 1 SECTION 3. REGISTERED AND OFFICE 1 SECTION 4. CORPORATE RECORDS 1 AGENT ARTICLE II. STOCKHOLDERS 1 SECTION 1. ANNUAL MEETING 1 SECTION 2. SPECIAL MEETING 1 SECTION 3. PLACE OF STOC |
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| September 6, 2023 |
As filed with the Securities and Exchange Commission on September 6, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 6, 2023 Registration No. |
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| September 6, 2023 |
Subsidiaries of Smith Douglas Homes Corp. Exhibit 21.1 Subsidiaries of Smith Douglas Homes Corp. Name* State or Other Jurisdiction of Incorporation or Organization SDH Alabama LLC Georgia SDH Atlanta LLC Georgia SDHB Realty LLC Georgia SDH Charlotte LLC Georgia SDH Development Company LLC Georgia SDH Houston LLC Georgia SDH Management Services LLC Georgia SDH Nashville LLC Georgia SDH Raleigh LLC Georgia Smith Douglas Holdings LLC Georgia |
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| September 6, 2023 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Smith Douglas Homes Corp. |
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| July 28, 2023 |
Exhibit 16.1 July 28, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 To the addressee set forth above: We were previously principal accountants for Smith Douglas Holdings LLC and, under the date of April 21, 2022, we reported on the consolidated financial statements of Smith Douglas Holdings LLC as of December 31, 2021 and for the year then ended. On April 3, 202 |
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| July 28, 2023 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on July 28, 2023 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential Registration No. |
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| July 28, 2023 |
1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES July 28, 2023 Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tel Av |
