Smith Douglas Homes Corp 10-Q for FY2026 Q3
Smith Douglas Homes Corp. (SDHC)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Smith Douglas Homes Corp filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $262.51M
- up 0.2% from $262.04M a year earlier
- Net income
- $577K
- down 72.9% from net income of $2.13M a year earlier
- Diluted EPS
- $0.07
- down 70.8% from $0.24 a year earlier
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, 2026
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
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(770 ) 213-8067
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 No o
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 No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 filer | o | x | ||||||||||||
| Non-accelerated filer | o | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of October 30, 2026, the number of shares of the registrant’s Class A common stock outstanding was approximately 8,372,261 , and the number of shares of the registrant’s Class B common stock outstanding was approximately 42,435,897 .
TABLE OF CONTENTS
| Page | ||||||||
Condensed Consolidated Balance Sheets as of September 30, 2026 (unaudited) and December 31, 2025 (audited) | ||||||||
Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||
Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (unaudited) | ||||||||
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BASIS OF PRESENTATION
Certain Definitions
As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to:
•“Average sales price” or “ASP” refers to the average sales price of either our homes closed, our new home orders, or our backlog homes (at period end).
•“Basis Adjustments” refers to an allocable share (and increases thereto) of existing tax basis, in Smith Douglas Holdings LLC’s assets and tax basis adjustments with respect to such assets resulting from (a) Smith Douglas Homes Corp.’s purchase of LLC Interests from Smith Douglas Holdings LLC and each Continuing Equity Owner in connection with the Transactions, (b) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners, (c) certain distributions (or deemed distributions) by Smith Douglas Holdings LLC, and (d) payments made under the Tax Receivable Agreement.
•“Construction cycle time” refers, unless stated otherwise, to the number of business days between the start of the construction of foundations in a home and quality acceptance.
•“Continuing Equity Owners” refers collectively to the owners of LLC Interests in Smith Douglas Holdings LLC prior to the consummation of the Transactions, who are also holders of LLC Interests and our Class B common stock following consummation of the Transactions, including the Founder Fund and GSB Holdings, who may exchange at each of their respective options, in whole or in part from time to time, their LLC Interests, as applicable, for, at our election (determined solely by our independent directors (within the meaning of the Exchange rules) who are disinterested), cash or newly-issued shares of our Class A common stock as described under Certain Relationships and Related Person Transactions—Smith Douglas LLC Agreement of our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2026 (the “Proxy Statement”). In connection with an exchange of LLC Interests, a corresponding number of shares of Class B common stock shall be immediately and automatically transferred to Smith Douglas Homes Corp. for no consideration and canceled.
•“Controlled lots” refers to lots that are either owned or held under an option to be acquired for the relevant time frame set forth in the option contracts.
•“Devon Street Homes” refers to Devon Street Homes, L.P.
•“Exchange” refers to the New York Stock Exchange.
•“Founder Fund” refers to The Bradbury Family Trust II A U/A/D December 29, 2015, for which our founder and Executive Chairman, Tom Bradbury, is co-trustee.
•“GSB Holdings” refers to GSB Holdings LLC, of which 75% of the member interests are owned by the GSB Family Trust and 25% of the member interests are owned directly by our Chief Executive Officer, President, and Vice Chairman, Greg Bennett, who is the sole manager.
•“GSB Family Trust” refers to the GSB Family Trust u/a dated September 19, 2023, a grantor trust established by our Chief Executive Officer, President, and Vice Chairman, Greg Bennett.
•“IPO” refers to our initial public offering, which we completed on January 16, 2024, and through which we offered 8,846,154 shares of our Class A common stock at a price to the public of $21.00 per share, which includes the exercise in full by the underwriters of their option to purchase an additional 1,153,846 shares of our Class A common stock. The gross proceeds to us from the IPO were $185.8 million, before deducting underwriting discounts.
•“LLC Interests” refers to the membership units of Smith Douglas Holdings LLC, including those that we purchased with the net proceeds from the IPO.
•“Refinancing” refers to (i) concurrently with the consummation of our IPO, the entry by Smith Douglas Holdings LLC and certain of our wholly-owned subsidiaries into an amended and restated revolving credit facility (the
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“Amended Credit Facility”) which replaced the $175.0 million unsecured revolving credit facility with Wells Fargo Bank, National Association, as administrative agent for the lenders party thereto (the “Lenders”), and the Lenders, dated as of October 28, 2021, as amended to date (the “Prior Credit Facility,” as amended and restated, the “Amended Credit Facility”), and (ii) the repayment, using a portion of the net proceeds from the IPO, of the $84.0 million outstanding under our Prior Credit Facility (the “Debt Repayment”).
•“Section 704(c) Allocations” refers to disproportionate allocations (if any) of income and gain from inventory property held by Smith Douglas Holdings LLC as of the date of the IPO under Section 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”), resulting from our acquisition of LLC Interests from Smith Douglas Holdings LLC including in connection with the Transactions.
•“Sunset Date” refers to the date upon which the aggregate number of shares of Class B common stock then outstanding is less than 10% of the aggregate number of shares of Class A common stock and Class B common stock then outstanding.
•“Smith Douglas LLC Agreement” refers, as applicable, to Smith Douglas Holdings LLC’s amended and restated limited liability company agreement, as in effect prior to the IPO, or to the amended and restated limited liability company agreement dated as of January 10, 2024, and as such agreement may thereafter be amended and/or restated.
•“Tax Receivable Agreement” refers to the Tax Receivable Agreement entered into by and among Smith Douglas Homes Corp., Smith Douglas Holdings LLC and the Continuing Equity Owners in connection with the IPO, pursuant to which, among other things, Smith Douglas Homes Corp. is required to pay to each Continuing Equity Owner 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of the tax benefits provided by Basis Adjustments, Section 704(c) Allocations, and certain other tax benefits (such as interest deductions) covered by the Tax Receivable Agreement as described in Certain Relationships and Related Person Transactions—Tax Receivable Agreement of our Proxy Statement.
•“Transactions” refers to the organizational transactions described in Basis of Presentation—The Transactions below and the IPO, and the application of the net proceeds therefrom.
•“We,” “us,” “our,” the “Company,” “Smith Douglas,” and similar references refer: (i) following the consummation of the Transactions, including the IPO, to Smith Douglas Homes Corp., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Smith Douglas Holdings LLC, and (ii) prior to the completion of the Transactions, including the IPO, to Smith Douglas Holdings LLC.
The Transactions
Smith Douglas Homes Corp., a Delaware corporation, was formed on June 20, 2023. Smith Douglas Homes Corp. is a holding company and the sole managing member of Smith Douglas Holdings LLC, and its principal asset consists of LLC Interests. Prior to our IPO and the Transactions, all of our business operations were conducted through Smith Douglas Holdings LLC, and the Continuing Equity Owners were the only members of Smith Douglas Holdings LLC. In connection with the consummation of the IPO, we undertook certain organizational transactions, described further below, to reorganize our corporate structure:
•we amended the Smith Douglas LLC Agreement to, among other things, (i) recapitalize all existing ownership interests in Smith Douglas Holdings LLC into 44,871,794 LLC Interests (before giving effect to the use of proceeds from the IPO, as described below), (ii) appoint Smith Douglas Homes Corp. as the sole managing member of Smith Douglas Holdings LLC upon its acquisition of LLC Interests in connection with the IPO, and (iii) provide certain redemption rights to the Continuing Equity Owners;
•we amended and restated Smith Douglas Homes Corp.’s certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally; (ii) for Class B common stock, with each share of our Class B common stock entitling its holder to ten votes per share on all matters presented to our stockholders generally prior to the Sunset Date and from and after the occurrence of the Sunset Date each share of our Class B common stock will entitle its holder to one vote per share on all matters presented to our stockholders generally; (iii) that shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective
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permitted transferees; and (iv) for preferred stock, which can be issued by our board of directors in one or more series without stockholder approval;
•we issued 42,435,897 shares of our Class B common stock (after giving effect to the use of net proceeds from our IPO as described below and taking into account the exercise in full of the underwriters’ option to purchase an additional 1,153,846 shares of our Class A common stock in the IPO) to the Continuing Equity Owners at the time of such issuance of Class B common stock, which is equal to the number of LLC Interests held by such Continuing Equity Owners, for nominal consideration;
•we issued 8,846,154 shares of our Class A common stock to the purchasers in the IPO in exchange for gross proceeds of approximately $185.8 million based upon the IPO price of $21.00 per share, before deducting the underwriting discount;
•we used the net proceeds from the IPO (i) to purchase 6,410,257 newly issued LLC Interests for approximately $125.2 million directly from Smith Douglas Holdings LLC at the IPO price less the underwriting discount; and (ii) to purchase 2,435,897 LLC Interests from the Continuing Equity Owners on a pro rata basis for $47.6 million at a price per unit equal to the initial public offering price per share of Class A common stock less the underwriting discount;
•Smith Douglas Holdings LLC used the net proceeds from the sale of LLC Interests to Smith Douglas Homes Corp. (i) to repay approximately $84.0 million of borrowings outstanding under the Prior Credit Facility as part of the Refinancing, (ii) to redeem all outstanding Class C Units and Class D Units of Smith Douglas Holdings LLC at par in aggregate for $2.6 million, (iii) to repay $0.9 million in notes payable to certain related parties, and (iv) for general corporate purposes as described under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources of this Quarterly Report on Form 10-Q, and Certain Relationships and Related Person Transactions—The Transactions of our Proxy Statement;
•Smith Douglas Homes Corp. entered into (i) the Registration Rights Agreement with certain of the Continuing Equity Owners and (ii) the Tax Receivable Agreement with Smith Douglas Holdings LLC and the Continuing Equity Owners. For a description of the terms of the Registration Rights Agreement and the Tax Receivable Agreement, see Certain Relationships and Related Person Transactions of our Proxy Statement.
Following the Transactions:
•Smith Douglas Homes Corp. is a holding company, and its principal asset consists of LLC Interests it acquired directly from Smith Douglas Holdings LLC and from each Continuing Equity Owner;
•Smith Douglas Homes Corp. is the sole managing member of Smith Douglas Holdings LLC and controls the business and affairs of Smith Douglas Holdings LLC;
•as of October 30, 2026, Smith Douglas Homes Corp. owns, directly or indirectly, 9,109,212 LLC Interests, representing approximately 17.7% of the economic interest in Smith Douglas Holdings LLC;
•as of October 30, 2026, the Continuing Equity Owners own (i) 42,435,897 LLC Interests, representing approximately 82.3% of the economic interest in Smith Douglas Holdings LLC and (ii) 42,435,897 shares of Class B common stock of Smith Douglas Homes Corp.;
•as of October 30, 2026, the Class A stockholders own (i) 8,372,261 shares of Class A common stock of Smith Douglas Homes Corp., representing approximately 16.5% of the combined voting power of all of Smith Douglas Homes Corp.’s common stock and approximately 100% of the economic interest in Smith Douglas Homes Corp., and (ii) through Smith Douglas Homes Corp.’s ownership of LLC Interests, indirectly hold approximately 17.7% of the economic interest in Smith Douglas Holdings LLC; and
•our Class A common stock and Class B common stock have what is commonly referred to as a “high/low vote structure,” which means that shares of our Class B common stock initially have ten votes per share and our Class A common stock have one vote per share. Upon the occurrence of the Sunset Date, each share of Class B common stock will then be entitled to one vote per share. This high/low vote structure enables the Continuing Equity Owners to control the outcome of matters submitted to our stockholders for approval, including the election of our directors,
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as well as the overall management and direction of our company. Furthermore, the Continuing Equity Owners exert a significant degree of influence, or actual control, over matters requiring stockholder approval. We believe that maintaining this control by the Continuing Equity Owners will help enable them to successfully guide the implementation of our growth strategies and strategic vision.
Our corporate structure following the IPO is commonly referred to as an umbrella partnership-C corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure allows the Continuing Equity Owners to retain their equity ownership in Smith Douglas Holdings LLC and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes. Investors in and after our IPO, by contrast, hold their equity ownership in Smith Douglas Homes Corp., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. One of the tax benefits to the Continuing Equity Owners associated with this structure is that future taxable income of Smith Douglas Holdings LLC that is allocated to the Continuing Equity Owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because the Continuing Equity Owners may have their LLC Interests redeemed by Smith Douglas Holdings LLC (or at our option, directly exchanged by Smith Douglas Homes Corp.) for newly issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our option, for cash, the Up-C structure also provides the Continuing Equity Owners with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of LLC Interests, a corresponding number of shares of Class B common stock held by the relevant Continuing Equity Owner will automatically be transferred to Smith Douglas Homes Corp. for no consideration and be canceled. The Continuing Equity Owners and Smith Douglas Homes Corp. also each expect to benefit from the Up-C structure as a result of certain cash tax savings arising from redemptions or exchanges of the Continuing Equity Owner’s LLC Interests for Class A common stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed under Certain Relationships and Related Person Transactions—Tax Receivable Agreement of our Proxy Statement. See Part I, Item 1A. Risk Factors—Risks Related to our Organizational Structure of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026 (the “Annual Report”). In general, the Continuing Equity Owners expect to receive payments under the Tax Receivable Agreement of 85% of the amount of certain tax benefits, as described below, and Smith Douglas Homes Corp. expects to benefit in the form of cash tax savings in amounts equal to 15% of certain tax benefits, as described below. Any payments made by us to the Continuing Equity Owners under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial.
As described under Certain Relationships and Related Person Transactions—Tax Receivable Agreement of our Proxy Statement, prior to the completion of the IPO, we entered into the Tax Receivable Agreement with Smith Douglas Holdings LLC and the Continuing Equity Owners that provides for the payment by Smith Douglas Homes Corp. to the Continuing Equity Owners of 85% of the amount of tax benefits, if any, that Smith Douglas Homes Corp. actually realizes (or in some circumstances is deemed to realize) as a result of (i) Basis Adjustments, (ii) Section 704(c) Allocations, and (iii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement.
Presentation of Financial Information
Smith Douglas Holdings LLC is the accounting predecessor of Smith Douglas Homes Corp. for financial reporting purposes. As a result, the unaudited condensed consolidated financial statements of the combined entity represent a continuation of the financial position and results of operations of Smith Douglas Holdings LLC.
Certain monetary amounts, percentages, and other figures included in this Quarterly Report on Form 10-Q have been subject to rounding adjustments. Percentage amounts included in this Quarterly Report on Form 10-Q have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Quarterly Report on Form 10-Q may vary from those obtained by performing the same calculations using the figures in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Certain other amounts that appear in this Quarterly Report on Form 10-Q may not sum due to rounding.
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Key Terms and Performance Indicators used in this Quarterly Report on Form 10-Q; Non-GAAP Financial Measures
Throughout this Quarterly Report on Form 10-Q, we use a number of key terms and provide a number of key performance indicators and non-GAAP financial measures used by management. Please see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics and Non-GAAP Financial Measures for definitions and further information about why and how we calculate key performance indicators and non-GAAP financial measures, including a reconciliation of the following:
•adjusted home closing gross profit, defined as home closing revenue less cost of home closings, excluding capitalized interest charged to cost of home closings, impairment charges and adjustments resulting from the application of purchase accounting included in cost of sales, if applicable;
•adjusted home closing gross margin, defined as adjusted home closing gross profit as a percentage of home closing revenue;
•adjusted net income, defined as net income adjusted for the tax impact using an applicable federal and state blended tax rate (assuming 100% public ownership to adjust for the impact of taxes on earnings attributable to Smith Douglas Holdings LLC as if Smith Douglas Holdings LLC was a subchapter C corporation in the periods presented);
•EBITDA, defined as net income before (i) interest income, (ii) capitalized interest charged to cost of home closings, (iii) interest expense, (iv) income tax expense, and (v) depreciation;
•EBITDA margin, defined as EBITDA as a percentage of home closing revenue;
•adjusted EBITDA, defined as net income before (i) interest income, (ii) capitalized interest charged to cost of home closings, (iii) interest expense, (iv) income tax expense, (v) depreciation, (vi) share-based payment expense, (vii) adjustments resulting from the application of purchase accounting included in cost of sales, (viii) adjustments resulting from the application of purchase accounting included in other (income) expense, net, and (ix) real estate inventory impairment and lot option contract abandonment charges;
•adjusted EBITDA margin, defined as adjusted EBITDA as a percentage of home closing revenue; and
•net debt-to-net book capitalization, defined as (i) total debt, less cash and cash equivalents, divided by (ii) total debt, less cash and cash equivalents, plus equity.
We use non-GAAP financial measures, such as adjusted home closing gross profit, adjusted home closing gross margin, adjusted net income, EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, and net debt-to-net book capitalization, to supplement financial information presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”). We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance, as applicable, as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results and make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. See Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Metrics and Non-GAAP Financial Measures.
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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward‑looking statements. Statements regarding our future results of operations and financial position, liquidity runway and capital resources, any future declaration of cash dividends, our status as an emerging growth company, future tax savings, business strategy, and plans and objectives of management for future operations, including, among others, statements regarding the Transactions, expected growth, future capital expenditures, and debt service obligations 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 Quarterly Report on Form 10-Q 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:
•general business, macroeconomic, and geopolitical conditions and risks;
•risks associated with maintaining our land and lot inventory;
•the tightening of mortgage lending standards and mortgage financing requirements;
•the housing market may not continue to grow at the same rate, or may decline;
•the availability, skill, and performance of trade partners;
•a shortage or increase in the costs of building materials, including due to tariffs, could delay or increase the cost of home construction;
•efforts to impose joint employer liability on us for labor, safety, or workers’ compensation law violations committed by our trade partners;
•the effects of data security breaches, IT failures, and violations of data protection and privacy laws and regulations;
•the effects of governmental regulations and requirements on our operations, including land development and homebuilding;
•volatility in the credit and capital markets may impact our cost of capital and our ability to access necessary financing and the difficulty in obtaining sufficient capital could prevent us from acquiring lots for our development or increase costs and delays in the completion of our homebuilding expenditures;
•an active, liquid trading market for our Class A common stock may not continue, which may make it difficult for you to sell your shares of Class A common stock;
•we cannot predict the effect our dual class structure may have on the market price of our Class A common stock;
•the Tax Receivable Agreement requires us to make cash payments to the Continuing Equity Owners in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial;
•our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Owners that will not benefit holders of our Class A common stock to the same extent that it will benefit the Continuing Equity Owners;
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•the significant influence the Continuing Equity Owners have over us, including control over decisions that require the approval of stockholders; and
•the factors set forth under Part I, Item 1A. Risk Factors of our Annual Report.
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 Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward‑looking statements contained in this Quarterly Report on Form 10-Q, whether as a result of any new information, future events or otherwise.
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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Balance Sheets
(In thousands except share and per share amounts)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (Unaudited) | ||||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Real estate inventory | ||||||||||||||
| Deposits on real estate under option or contract | ||||||||||||||
| Real estate not owned | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Deferred tax asset, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Customer deposits | ||||||||||||||
| Notes payable | ||||||||||||||
| Liabilities related to real estate not owned | ||||||||||||||
| Accrued expenses and other liabilities | ||||||||||||||
| Tax receivable agreement liability | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (Note 9) | ||||||||||||||
| Equity: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Class A common stock, $ | ||||||||||||||
Class B common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Treasury stock, at cost | ( | |||||||||||||
| Total stockholders’ equity attributable to Smith Douglas Homes Corp. | ||||||||||||||
| Non-controlling interests attributable to Smith Douglas Holdings LLC | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Income
(Unaudited, in thousands except share and per share amounts)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Home closing revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of home closings | ||||||||||||||||||||||||||
| Home closing gross profit | ||||||||||||||||||||||||||
| Selling, general and administrative costs | ||||||||||||||||||||||||||
| Equity in income from unconsolidated entities | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Other (income) expense, net | ( | |||||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Net income attributable to non-controlling interests | ||||||||||||||||||||||||||
| Net income attributable to Smith Douglas Homes Corp. | $ | $ | $ | $ | ||||||||||||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average shares of common stock outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
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SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Equity
(Unaudited and in thousands, except unit and share amounts)
| Smith Douglas Homes Corp. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Non- Controlling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Treasury Stock, at cost | Stockholders’ Equity | Amounts | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under incentive award plans, net of shares withheld for taxes | — | — | — | — | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | $ | — | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distributions | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under incentive award plans, net of shares withheld for taxes | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of treasury stock | — | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2026 | $ | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
11
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Equity - Continued
(Unaudited and in thousands, except unit and share amounts)
| Smith Douglas Homes Corp. Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Non- Controlling Interests | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Stockholders’ Equity | Amounts | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distributions | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under incentive award plans, net of shares withheld for taxes | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Tax distributions | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued under incentive award plans, net of shares withheld for taxes | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
12
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Nine months ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||||||||
| Depreciation | ||||||||||||||
| Accrued incentive compensation expense | ||||||||||||||
| Share-based payment expense | ||||||||||||||
| Abandonment of lot option contracts | ||||||||||||||
| Impairment of real estate inventory | ||||||||||||||
| Amortization of debt issuance costs | ||||||||||||||
| Equity in earnings from unconsolidated entities | ( | ( | ||||||||||||
| Distributions of income from unconsolidated entities | ||||||||||||||
| Non-cash lease expense | ||||||||||||||
| Provision (benefit) for deferred income taxes | ( | |||||||||||||
| Gain/loss on disposal of property and equipment | ( | |||||||||||||
| Other | ( | |||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Real estate inventory | ( | ( | ||||||||||||
| Deposits on real estate under option or contract | ( | ( | ||||||||||||
| Other assets | ( | ( | ||||||||||||
| Accounts payable | ||||||||||||||
| Customer deposits | ( | |||||||||||||
| Accrued expenses and other liabilities | ( | |||||||||||||
| Net cash used in operating activities | ( | ( | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Investments in unconsolidated entities | ( | ( | ||||||||||||
| Proceeds from sale of property and equipment | ||||||||||||||
| Other | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Borrowings under revolving credit facility | ||||||||||||||
| Repayments under revolving credit facility | ( | ( | ||||||||||||
| Payments on notes payable | ( | ( | ||||||||||||
| Payments on notes payable - related party | ( | ( | ||||||||||||
| Proceeds from sales of real estate not owned | ||||||||||||||
| Payments related to repurchases of real estate not owned | ( | ( | ||||||||||||
| Distributions | ( | ( | ||||||||||||
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| Payment of shares withheld for taxes | ( | ( | ||||||||||||
| Payment of debt issuance costs | ( | ( | ||||||||||||
| TRA payments | ( | |||||||||||||
| Share repurchases | ( | |||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Net decrease in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents, beginning of period | ||||||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
14
SMITH DOUGLAS HOMES CORP.
Condensed Consolidated Statements of Cash Flows - Continued
(Unaudited, in thousands)
| Nine months ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||||||||
| Cash paid for interest, net of amounts capitalized | $ | $ | ||||||||||||
| Cash paid for income taxes | $ | $ | ||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||||||||
| Capital expenditures financed by issuance of note payable | $ | $ | ||||||||||||
| Capital expenditures financed by issuance of related party note payable | $ | $ | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
15
SMITH DOUGLAS HOMES CORP.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1 - Description of business and summary of significant accounting policies:
Nature of business
Smith Douglas Homes Corp. (the Company) was incorporated in the state of Delaware on June 20, 2023 (Date of Formation) for the purpose of facilitating an initial public offering (IPO) of its common stock and executing other related transactions in order to carry on the business of Smith Douglas Holdings LLC and its consolidated subsidiaries as a publicly-traded entity.
The Company is a builder of single-family homes in communities in certain markets in the southeastern and southern United States. The Company’s homes and communities are primarily targeted to first-time and empty-nest homebuyers. The Company currently operates in metropolitan Atlanta, Birmingham, Central Georgia, Charlotte, Chattanooga, Dallas-Fort Worth, Greenville, Houston, Huntsville, Nashville, Raleigh, and the Alabama Gulf Coast. The Company operates a land-light business model whereby the Company typically purchases finished lots via lot-option contracts from various third-party land developers or land bankers. Additionally, the Company offers title insurance and mortgage brokerage services through unconsolidated joint ventures.
Initial Public Offering and Transactions
The Company successfully closed an IPO of 8,846,154 shares of Class A common stock at a public offering price of $21.00 per share on January 16, 2024, which included 1,153,846 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock. The net proceeds from the IPO aggregated approximately $172.8 million. Shares of Class A common stock began trading on the New York Stock Exchange under the ticker symbol “SDHC” on January 11, 2024.
In connection with the IPO, Smith Douglas Holdings LLC amended and restated its existing limited liability company agreement to, among other things, (i) recapitalize all existing ownership interests in Smith Douglas Holdings LLC into 44,871,794 LLC Interests (before giving effect to the use of proceeds from the IPO, as described below), (ii) appoint Smith Douglas Homes Corp. as the sole managing member of Smith Douglas Holdings LLC upon its acquisition of LLC Interests in connection with the IPO, and (iii) provide certain redemption rights to the owners of the LLC Interests in Smith Douglas Holdings LLC, exclusive of the Company (the Continuing Equity Owners).
Simultaneously, Smith Douglas Homes Corp. amended and restated its certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of Class A common stock entitling its holder to one vote per share on all matters presented to the stockholders generally; (ii) for Class B common stock, with each share of Class B common stock entitling its holder to ten votes per share on all matters presented to the stockholders generally, until the aggregate number of shares of Class B common stock then outstanding is less than 10 % of the aggregate number of shares of Class A common stock and Class B common stock then outstanding (Sunset Date), and from and after the occurrence of the Sunset Date, each share of Class B common stock will entitle its holder to one vote per share on all matters presented to the stockholders generally; (iii) that shares of Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees; and (iv) for preferred stock, which can be issued by the Company’s board of directors in one or more series without stockholder approval. As a result, Smith Douglas Homes Corp. became a holding company and the sole managing member of Smith Douglas Holdings LLC and controls the business and affairs of Smith Douglas Holdings LLC. After giving effect to the use of net proceeds as described below, Smith Douglas Homes Corp. issued 42,435,897 shares of Class B common stock to the Continuing Equity Owners, which is equal to the number of LLC Interests held by such Continuing Equity Owners, for nominal consideration.
Subsequent to the IPO, Smith Douglas Homes Corp. used the net proceeds to: (i) purchase 6,410,257 newly issued LLC Interests for approximately $125.2 million directly from Smith Douglas Holdings LLC at a price per unit equal to $21.00 per share (IPO price) of Class A common stock less the underwriting discount; and (ii) purchase 2,435,897 LLC Interests from the Continuing Equity Owners on a pro rata basis for $47.6 million in aggregate at a price per unit equal to the IPO price per share of Class A common stock less the underwriting discount.
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Basis of presentation
In accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), since the Continuing Equity Owners continue to hold a controlling interest in Smith Douglas Holdings LLC after the IPO (i.e., there was no change in control of Smith Douglas Holdings LLC), the financial statements of the combined entity represent a continuation of the financial position and results of operations of Smith Douglas Holdings LLC. Accordingly, the historical cost basis of assets, liabilities, and equity of Smith Douglas Holdings LLC are carried over to the unaudited condensed consolidated financial statements of the combined company as a common control transaction.
The accompanying unaudited condensed consolidated financial statements for the periods prior to the Transactions and IPO have been presented to combine the previously separate entities. These unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. As such, these unaudited condensed consolidated financial statements do not include all information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Historically, the homebuilding industry has experienced seasonal fluctuations; therefore, interim results are not necessarily indicative of results for the full fiscal year.
Principles of consolidation and non-controlling interests
The accompanying unaudited condensed consolidated financial statements include the accounts of Smith Douglas Homes Corp. and Smith Douglas Holdings LLC and its wholly-owned subsidiaries. Smith Douglas Holdings LLC is considered a variable interest entity and Smith Douglas Homes Corp. is the primary beneficiary and sole managing member of Smith Douglas Holdings LLC and has decision making authority that significantly affects the performance of the entity. Accordingly, the Company consolidates Smith Douglas Holdings LLC and reports non-controlling interests representing the economic interest in Smith Douglas Holdings LLC held by the Continuing Equity Owners.
All intercompany balances and transactions have been eliminated in consolidation. Investments in unconsolidated entities in which the Company has less than a controlling financial interest are accounted for using the equity method.
The non-controlling interests in the unaudited condensed consolidated statements of income represent the portion of earnings attributable to the economic interest in Smith Douglas Holdings LLC held by the Continuing Equity Owners. The non-controlling interests in the unaudited condensed consolidated balance sheets represent the portion of the net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of September 30, 2026 and December 31, 2025, the non-controlling interests were 82.3 % and 82.5 %, respectively.
Use of estimates in the preparation of unaudited condensed consolidated financial statements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Revenue recognition
The Company recognizes revenue when a home closes with a homebuyer, which is the time at which title and possession of the property are transferred to that homebuyer and all cash consideration due from the homebuyer is received. The Company’s performance obligation, to deliver the home, is generally satisfied in less than one year from the original contract date.
When the Company executes sales contracts with its homebuyers, or when it requires advance payment from homebuyers for custom changes, upgrades or options related to their homes, the cash deposits received are recorded as contract
17
liabilities until the homes are closed or the contracts are canceled. The Company either retains or refunds to the customer deposits on canceled sales contracts, depending upon the applicable provisions of the contract or other circumstances. As of September 30, 2026 and December 31, 2025, customer deposits totaled $7.5 million and $3.1 million, respectively. Substantially all customer deposits are recognized in revenue within one year of being received from homebuyers.
Income taxes
Smith Douglas Homes Corp. is subject to U.S. federal, state, and local income taxes with respect to its allocable share of taxable income of Smith Douglas Holdings LLC assessed at the prevailing corporate tax rates. Smith Douglas Holdings LLC operates as a limited liability company and is treated as a partnership for income tax purposes. Accordingly, it incurs no significant liability for federal or state income taxes since the taxable income or loss is passed through to its members. Smith Douglas Holdings LLC incurs liabilities for certain state taxes payable directly by it, which are not significant and for which the expense is included in the provision for income taxes in the accompanying unaudited condensed consolidated statements of income.
In calculating the provision for interim income taxes, in accordance with ASC Topic 740, Income Taxes, an estimated annual effective tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. This differs from the method utilized at the end of an annual period.
For annual periods, income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that the deferred tax assets will be realized. Deferred tax assets and liabilities are calculated by applying existing tax laws and the rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. As of September 30, 2026 and December 31, 2025, there were no
Recent rules and accounting pronouncements
In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (ASU 2023-09), which requires expanded disclosure of the Company’s income tax rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 for the annual period beginning January 1, 2025 and for interim periods beginning January 1, 2026. ASU 2023-09 is applied retrospectively to all prior periods presented.
In November 2024, FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” (ASU 2024-03), which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements on an interim and annual basis. ASU 2024-03 will be effective for the annual reporting periods in fiscal years beginning after December 15, 2026 and for interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be adopted on either a prospective or retrospective basis. The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements and disclosures, including the transition method to be applied upon adoption.
In September 2025, FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (ASU 2025-06), which modernizes the accounting for the costs of internal-use software by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 is effective for our annual and interim reports within the fiscal year beginning January 1, 2028, and may be applied on a retrospective, modified transition or prospective basis. The Company is currently evaluating the impact adopting this guidance will have on its consolidated financial statements and disclosures.
In December 2025, FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (ASU 2025-11), to clarify interim disclosure requirements and the applicability of Topic 270, Interim Reporting. ASU 2025-11 is effective for our interim reports covering the fiscal year beginning January 1, 2028, and may be applied on a retrospective
18
or prospective basis. The Company is currently evaluating the impact adopting this guidance will have on its interim financial statements and disclosures.
Note 2 ‑ Real estate inventory and capitalized interest:
A summary of real estate inventory is as follows as of September 30, 2026 and December 31, 2025 (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Lots held for construction | $ | $ | ||||||||||||
| Homes under construction, completed homes and model homes | ||||||||||||||
| Total real estate inventory | $ | $ | ||||||||||||
Real estate inventory consists primarily of the capitalized costs of finished homes, homes under construction, and residential lots. The Company includes the costs of lot acquisitions, development, direct home construction, capitalized interest, closing costs and direct and certain indirect overhead costs incurred during home construction in real estate inventory.
Real estate inventory is stated at cost unless a community is determined to be impaired, at which point the inventory is written down to fair value as required by ASC Topic 360-10, Property, Plant, and Equipment. The Company reviews its real estate inventory for indicators of potential impairment on a quarterly basis at the community level considering market and economic conditions, current sales absorption rates and recent profitability of new home sales. When an indicator of impairment is identified, the Company prepares and analyzes cash flows at the community level on an undiscounted basis. If the undiscounted cash flows are less than the community's carrying value, the Company generally estimates the fair value using the estimated future discounted cash flows of the respective community. A community with a fair value less than its carrying value is written down to such fair value and resulting losses are reported within cost of home closings in the accompanying consolidated statements of income.
As of September 30, 2026 and December 31, 2025, the Company identified five and two active communities with carrying values of $15.8 million and $10.1 million, respectively, with indicators of impairment present.
The below table summarizes inventory impairment charges recognized during the three and nine months ended September 30, 2026 and 2025:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Impairment charge: | ||||||||||||||||||||||||||
| Southeast | $ | $ | $ | $ | ||||||||||||||||||||||
| Central | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Communities with impairment charges: | ||||||||||||||||||||||||||
| Southeast | ||||||||||||||||||||||||||
| Central | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||
The below table summarizes the significant quantitative unobservable inputs used in the Company’s discounted cash flow model to determine the fair value of its communities for which the Company recorded impairment charges as of September 30, 2026 and December 31, 2025:
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| September 30, 2026 | December 31, 2025 | |||||||||||||
| Average selling price | $ | $ | ||||||||||||
| Closings per month | ||||||||||||||
| Discount rate | ||||||||||||||
The Company capitalizes into real estate inventory interest costs incurred on homes under construction during the construction period until substantial completion. The Company does not capitalize interest on homes where construction has been suspended.
A summary of capitalized interest is as follows (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Capitalized interest, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest incurred | ||||||||||||||||||||||||||
| Interest expensed | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest charged to cost of home closings | ( | ( | ( | ( | ||||||||||||||||||||||
| Capitalized interest, end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Note 3 ‑ Variable interest entities:
The Company enters into lot option agreements to procure finished lots for the construction of homes in the future. Pursuant to these option agreements, the Company generally provides a deposit to the seller as consideration for the right to purchase lots at different times in the future at predetermined prices. Such contracts enable the Company to defer acquiring portions of properties owned by third parties or unconsolidated entities until the Company has determined whether and when to exercise the option, which may serve to reduce the Company’s financial risks associated with long‑term land holdings.
Based on the provisions of the relevant accounting guidance, the Company has concluded that when it enters into an option or purchase agreement to acquire lots from an entity, a variable interest entity (VIE) may be created. The Company evaluates all option and purchase agreements and amendments for land to determine if the related entity is a VIE. As required by ASC Topic 810, Consolidation, the Company assesses whether it is the primary beneficiary for each VIE. In order to determine if the Company is the primary beneficiary, the Company must first assess whether it has the ability to control the activities of the VIE that most significantly impact its economic performance. Such activities include, but are not limited to, the ability to determine the budget and scope of land development work, if any; the ability to control financing decisions for the VIE; the ability to acquire additional land into the VIE or dispose of land in the VIE not under contract with the Company; and the ability to change or amend the existing option contract with the VIE. If the Company does not control such activities, the Company is not considered the primary beneficiary of the VIE. If the Company has the ability to control such activities, the Company would be the primary beneficiary of the VIE if it has an obligation to absorb losses or has the right to receive benefits that could potentially be significant to the VIE. As of September 30, 2026 and December 31, 2025, the Company was not identified as the primary beneficiary of any VIEs associated with option and purchase agreements. Therefore, no such VIEs required consolidation under ASC Topic 810.
In all cases, creditors of the entities with which the Company has option agreements have no recourse against the Company and the maximum exposure to loss in option agreements is limited to the Company’s option deposits, any capitalized pre‑acquisition costs, and any termination fees (which approximated $55.4 million as of September 30, 2026).
In certain instances where the Company has entered into option agreements to purchase finished lots from a land banker, the Company may also enter into an agreement to complete the development of the lots on behalf of the land banker at a fixed cost. The Company may be at risk for items over budget related to the development of the property under option. Any unpaid amounts under these development agreements are recorded as development reimbursement receivables from land bankers and are included within other assets in the accompanying unaudited condensed consolidated balance sheets.
20
The following provides a summary of the Company's interests in land option agreements (in thousands):
| September 30, 2026 | ||||||||||||||
| Deposits or Investments | Remaining Purchase Price | |||||||||||||
| Option contracts | $ | $ | ||||||||||||
| Option contracts with unconsolidated entities | ||||||||||||||
| Total option contracts | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||
| Deposits or Investments | Remaining Purchase Price | |||||||||||||
| Option contracts | $ | $ | ||||||||||||
| Option contracts with unconsolidated entities | ||||||||||||||
| Total option contracts | $ | $ | ||||||||||||
For lot option contracts where the lot seller entity is not required to be consolidated under the variable interest model, the Company considers whether such contracts should be accounted for as financing arrangements. Lot option contracts that may be considered financing arrangements include those entered into with third‑party land banks or developers in conjunction with such third parties acquiring a specific land parcel(s) on the Company’s behalf, at the Company’s direction, and those with other landowners where the Company or its designee makes improvements to the optioned land parcel(s) during the applicable option period. For these lot option contracts, the Company records the remaining purchase price of the associated land parcel(s) in inventory in its consolidated balance sheets with a corresponding financing obligation if the Company determines that it is effectively compelled to exercise the option to purchase the land parcel(s). In making this determination with respect to land option contracts, the Company considers the non‑refundable deposit(s), any capitalized pre‑acquisition costs and additional costs associated with abandoning the contract. As a result of such evaluations of lot option contracts, no lot option contracts were determined to be financing arrangements for which the remaining purchase price should be recorded as a financing obligation in the accompanying unaudited condensed consolidated balance sheets.
During the three and nine months ended September 30, 2026, the Company recognized lot option contract abandonment charges of $0.1 million and $4.0 million, respectively, in the Southeast reporting segment, and $1.0 million and $1.5 million, respectively, in the Central reporting segment, which are included within other (income) expense, net in the accompanying unaudited condensed consolidated statements of income. During the three and nine months ended September 30, 2025, the Company recognized lot option contract abandonment charges of $1.6 million and $2.3 million, respectively, in the Central reporting segment. No
Note 4 ‑ Investments in unconsolidated entities:
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Note 5 ‑ Notes payable:
As of September 30, 2026, the Company has a $325.0 million unsecured revolving credit facility under the Amended Credit Facility. On May 15, 2025, the Company entered into that certain Lender Addition and Acknowledgment Agreement and First Amendment to the Amended and Restated Credit Agreement (the First Amendment; the Credit Facility as amended by the First Amendment, the First Amendment and Amended Credit Facility) to, among other things, (i) increase the total revolving commitments from $250.0 million to $325.0 million, (ii) increase certain thresholds and sublimits in the borrowing base to allow for additional borrowing flexibility, (iii) extend the revolving loan maturity date from January 2027 to May 2029, and (iv) revise certain financial covenants. The Amended Credit Facility matures in May 2029, except that the Company may request a one-year extension of such maturity date. The Amended Credit Facility also includes a $100.0 million accordion feature, subject to additional commitments. The Amended Credit Facility provides that up to $20.0 million of the commitments may be used for letters of credit.
The borrowings and letters of credit outstanding under the Amended Credit Facility may not exceed the borrowing base as defined in the Amended Credit Facility. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development and finished lots held by the Company.
Borrowings under the Amended Credit Facility bear interest, at the borrower’s option, at either a base rate or Secured Overnight Financing Rate (which may be a daily simple rate or based on 1-, 3- or 6-month interest periods, in each case at the borrower’s option), plus an applicable margin. The applicable margin ranges from 2.35 % to 3.00 % based on the Company’s leverage ratio as determined in accordance with a pricing grid defined in the Amended Credit Facility and is subject to a floor of 0.00 %. Interest is payable in arrears on the last business day of each month or at the end of each 1-, 3- or 6-month interest period, as applicable. As of September 30, 2026, the interest rate on outstanding borrowings under the Amended Credit Facility was 6.32 %.
The Amended Credit Facility contains certain financial covenants, including requirements to maintain (i) a minimum tangible net worth equal to the sum of (a) $286.1 million, (b) 32.5 % of pre‑tax income earned in any fiscal quarter after March 31, 2025, and (c) 50 % of any new equity proceeds of Smith Douglas Homes Corp. and its subsidiaries after March 31, 2025, (ii) a maximum leverage ratio of 60 %, (iii) a minimum ratio of EBITDA to interest incurred of 2.00 to 1.00, and (iv) a minimum liquidity requirement of $15.0 million. The Amended Credit Facility also contains various covenants that, among other restrictions, limit the ability of Smith Douglas Holdings LLC and the other borrowers to incur additional debt and to make certain investments and distributions. Additionally, the Amended Credit Facility contains certain covenants that restrict certain activities of Smith Douglas Homes Corp. The Amended Credit Facility also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations. If an event of default occurs and is continuing, the borrowers may be required to immediately repay all amounts outstanding under the Amended Credit Facility. As of September 30, 2026, the Company was in compliance with all covenants related to the Amended Credit Facility.
As of September 30, 2026 and December 31, 2025, there were $99.0 million and $40.0 million, respectively, of outstanding borrowings under the Amended Credit Facility. As of September 30, 2026 and December 31, 2025, there were $0.8 million and $0.5 million, respectively, of outstanding letters of credit. Availability as determined in accordance with the Borrowing Base, as defined, totaled approximately $204.1 million as of September 30, 2026.
On July 31, 2023, the Company entered into a three-year seller note payable of $5.0 million as part of the consideration for the acquisition of Devon Street which bears interest at 8 % per annum. The seller note was payable in quarterly installments of principal and accrued interest beginning September 30, 2023 through maturity on September 30, 2026 . The seller was previously employed as the division president of the Houston division until December 31, 2024. As of December 31, 2025, the balance on the seller note payable was $1.4 million, which is included in notes payable in the accompanying unaudited condensed consolidated balance sheets. As of September 30, 2026, there was no remaining balance on the seller note payable.
On May 13, 2025, the Company borrowed $3.0 million in the form of a secured promissory note from The BF Holding Trust, an entity affiliated with the Founder Fund, which bears interest at 8.5 % per annum. The promissory note was used to partially fund the purchase of an office building located in Woodstock, Georgia from JBB Cherokee Holdings LLC, an entity affiliated with the Founder Fund (see Note 13). The promissory note is payable in monthly installments of principal and interest through maturity on May 13, 2030. As of September 30, 2026, the balance on the related party promissory note
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was $2.3 million, which is included in notes payable in the accompanying unaudited condensed consolidated balance sheets.
On February 20, 2026, the Company entered into a $0.1 million equipment finance agreement, which bears interest at 7.5 % per annum. The equipment finance agreement is payable in monthly installments of principal and interest through maturity on March 25, 2029. As of September 30, 2026, the balance on the equipment finance agreement was $0.1 million, which is included in notes payable in the accompanying unaudited condensed consolidated balance sheets.
Future maturities of notes payable to third parties and related parties, including borrowings under the Amended Credit Facility, are as follows as of September 30, 2026 (in thousands):
| Year ending December 31, | ||||||||
2026 (1) | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| $ | ||||||||
(1)Remaining payments are for the three months ending December 31, 2026.
Note 6 ‑ Fair value of financial instruments:
ASC Topic 820, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and disclosing fair value measurements. ASC Topic 820 establishes a three‑level hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability on the measurement date.
•Level 1 ‑ Valuation is based on quoted prices in active markets for identical assets and liabilities;
•Level 2 ‑ Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active, or by model‑based techniques in which all significant inputs are observable in the market;
•Level 3 ‑ Valuation is derived from model‑based techniques in which at least one significant input is unobservable and based on the Company’s own estimates about the assumptions that market participants would use to value the asset or liability.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s assessment of the significance of particular inputs to those fair value measurements requires judgment and considers factors specific to each asset or liability.
The Company’s financial instruments measured or disclosed at fair value are summarized below. The summary excludes cash and cash equivalents, receivables and accounts payable, all of which had fair values approximating their carrying values due to the liquid nature and short maturities of these instruments. The summary further excludes the impairment recognized on the fair value of real estate inventory discussed in Note 2.
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| Fair Value (In Thousands) | |||||||||||||||||||||||
| Asset or Liability | Fair Value Hierarchy | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||
| Measured at fair value on a non-recurring basis: | |||||||||||||||||||||||
| Real estate inventory | Level 3 | $ | $ | ||||||||||||||||||||
| Disclosed at fair value: | |||||||||||||||||||||||
| Borrowings under Amended Credit Facility | Level 2 | $ | $ | ||||||||||||||||||||
| Seller note payable | Level 2 | $ | $ | ||||||||||||||||||||
| Related party promissory note | Level 2 | $ | $ | ||||||||||||||||||||
Certain assets are required to be recorded at fair value on a non-recurring basis when events and circumstances indicate that the carrying value may not be recoverable. The non-recurring fair values included in the above table represent only those assets whose carrying values were adjusted to fair value during the quarterly period ended as of the respective balance sheet dates. See Note 2 for more detailed discussion of the valuation methods used for real estate inventory.
The carrying value of the borrowings under the Amended Credit Facility approximates fair value due to variable rate terms that approximate market rates.
The carrying values of the seller note payable and related party note payable approximate fair value because the interest rates on the notes approximate market rates as of September 30, 2026 and December 31, 2025.
Note 7 ‑ Warranty reserves:
A summary of the activity in the Company’s warranty liability account is as follows (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Balance, beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Additions to reserves from new home closings | ||||||||||||||||||||||||||
| Warranty claims | ( | ( | ( | ( | ||||||||||||||||||||||
| Adjustments to pre‑existing reserves | ( | ( | ( | ( | ||||||||||||||||||||||
| Balance, end of period | $ | $ | $ | $ | ||||||||||||||||||||||
Note 8 ‑ Leases:
The Company leases certain office space and equipment for use in its operations. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Some leases contain renewal options and, in accordance with ASC Topic 842, Leases, the lease term includes those renewals only to the extent that they are reasonably certain to be exercised.
Lease cost included in the accompanying unaudited condensed consolidated statements of income as a component of selling, general and administrative costs is presented in the table below (in thousands).
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Operating lease costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease costs - operating | $ | $ | $ | $ | ||||||||||||||||||||||
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The following table presents additional information about the Company’s leases (dollars in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||
| $ | $ | |||||||||||||
| $ | $ | |||||||||||||
ROU assets are included within other assets and lease liabilities are included within accrued expenses and other liabilities in the accompanying unaudited condensed consolidated balance sheets.
Note 9 ‑ Commitments and contingencies:
The Company is subject to certain contingent liabilities resulting from litigation, claims, and other commitments which arise in the ordinary course of business. Management and legal counsel believe that the probable resolution of such contingencies will not materially affect the financial position, results of operations, or cash flows of the Company. In the normal course of business, the Company posts letters of credit and performance and other surety bonds related to certain development obligations with local municipalities, government agencies and developers. As of September 30, 2026 and December 31, 2025, performance and surety bonds totaled $60.7 million and $47.4 million, respectively. As of September 30, 2026 and December 31, 2025, there were $0.8 million and $0.5 million outstanding letters of credit, respectively.
Note 10 - Equity:
The following table summarizes the capitalization and voting rights of the Company’s classes of stock as of September 30, 2026:
| Authorized | Issued | Outstanding | Votes per share | Economic Rights | ||||||||||||||||||||||||||||
| Preferred stock | ||||||||||||||||||||||||||||||||
| Common stock: | ||||||||||||||||||||||||||||||||
| Class A | Yes | |||||||||||||||||||||||||||||||
| Class B | No | |||||||||||||||||||||||||||||||
(1)Each share of Class B common stock entitles its holder to ten votes per share on all matters presented to the stockholders and on which the holders of the Class B common stock are entitled to vote; provided, that each share of Class B common stock will only be entitled to one vote per share on all matters presented to the stockholders generally upon the Sunset Date.
The following table summarizes Class A common stock reserved for issuances as of September 30, 2026:
| Conversion of LLC Interests held by Continuing Equity Owners | ||||||||
| RSUs | ||||||||
| Total | ||||||||
The Company’s board of directors is authorized to direct the Company to issue shares of preferred stock in one or more series and the discretion to determine the number and designation of such series and the powers, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Through September 30, 2026, no series of preferred stock have been issued.
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Holders of shares of Class A common stock are entitled to receive dividends when and if declared by the board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata the remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption, or conversion rights. There are no redemption or sinking fund provisions applicable to the Class A common stock.
Except in certain limited circumstances, holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation. Additionally, holders of shares of Class B common stock do not have preemptive, subscription or redemption rights. There are no redemption or sinking fund provisions applicable to the Class B common stock. Any amendment of the Company’s amended and restated certificate of incorporation that gives holders of Class B common stock (1) any rights to receive dividends or any other kind of distribution, (2) any right to convert into or be exchanged for shares of Class A common stock, or (3) any other economic rights (except for payments in cash in lieu of receipt of fractional stock) will require, in addition to any stockholder approval required by applicable law, the affirmative vote of holders of a majority of the voting power of the outstanding shares of Class A common stock voting separately as a class. The Company must, at all times, maintain (i) a one -to-one ratio between the number of shares of Class A common stock issued by Smith Douglas Homes Corp. and the number of LLC Interests owned by Smith Douglas Homes Corp., and (ii) maintain a one -to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by them.
Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one -to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Only permitted transferees of LLC Interests held by the Continuing Equity Owners will be permitted transferees of Class B common stock. Shares of Class B common stock automatically transferred to Smith Douglas Homes Corp. upon the redemption or exchange of their LLC Interests pursuant to the terms of the Smith Douglas LLC Agreement will be canceled and may not be reissued.
As of September 30, 2026, Smith Douglas Homes Corp. holds a 17.7 % economic interest in Smith Douglas Holdings LLC through its ownership of 9,109,212 LLC Interests but consolidates Smith Douglas Holdings LLC as sole managing member. The remaining 42,435,897 LLC Interests representing an 82.3 % economic interest are held by the Continuing Equity Owners and presented in the unaudited condensed consolidated financial statements as non-controlling interests.
The LLC Interests held by Continuing Equity Owners include a redemption right which may be settled by the Company, at the Company’s election, through the (1) issuance of a new share of Class A common stock for each LLC Interest redeemed or (2) settled by cash proceeds received from a qualifying offering of Class A common stock. The LLC Interests are not classified as temporary equity as the cash settlement is limited to the proceeds from a new offering of Class A common stock which is equity-classified.
Distributions to Members Related to Their Income Tax Liabilities
As a limited liability company treated as a partnership for income tax purposes, Smith Douglas Holdings LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. Under the LLC Agreement, Smith Douglas Holdings LLC is required to distribute cash, to the extent that Smith Douglas Holdings LLC has cash available, on a pro rata basis to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Smith Douglas Holdings LLC taxable earnings. Smith Douglas Holdings LLC makes such tax distributions to its members quarterly, based on an estimated tax rate and projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. Smith Douglas Holdings LLC made tax distributions to the Continuing Equity Owners totaling approximately $0.5 million and $9.5 million for the three and nine months ended September 30, 2026, respectively, and $4.7 million and $28.0 million for the three and nine months ended September 30, 2025, respectively.
Stock Repurchase Program
In May 2025, the Company’s board of directors authorized a stock repurchase program for up to $50.0 million of the Company’s Class A common stock. Under the program, the Company may make repurchases through open market
26
purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means. During the three and nine months ended September 30, 2026, the Company repurchased 28,370 and 790,325 shares, respectively, of its Class A common stock at a total cost, including commissions and excise taxes, of $0.3 million and $10.4 million, respectively, or an average repurchase price of $10.82 per share and $13.19 per share, respectively, to be held as treasury stock. The Company did not repurchase any stock during the three and nine months ended September 30, 2025. As of September 30, 2026, the remaining authorization for stock repurchases was $39.7 million.
Note 11 - Share-based payments:
The Company maintains the 2024 Incentive Award Plan (the 2024 Plan). The 2024 Plan generally is administered by the Company’s board of directors with respect to awards to non-employee directors and by its compensation committee with respect to other participants and authorizes the Company to grant incentive stock-based awards, including, but not limited to, time-based and performance-based restricted stock units.
Time-based Restricted Stock Units
The following table summarizes information about the Company’s time-based restricted stock units (RSUs):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| RSUs | Weighted Average Grant Date Fair Value | RSUs | Weighted Average Grant Date Fair Value | RSUs | Weighted Average Grant Date Fair Value | RSUs | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Vested | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
Generally, the RSUs granted during the three and nine months ended September 30, 2026 and 2025 vest in three equal installments on each of the first anniversaries of the grant date, subject to the employee’s continued employment through the applicable vesting date. Vesting of the awards granted during the three and nine months ended September 30, 2026 and 2025 is subject to certain change in control and qualifying termination provisions as provided in the award agreements.
The Company recognized compensation expense for RSUs of approximately $1.4 million and $3.7 million during the three and nine months ended September 30, 2026, respectively, and $0.9 million and $2.4 million during the three and nine months ended September 30, 2025, respectively, which is included in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income.
The unamortized compensation cost related to RSUs of approximately $10.1 million as of September 30, 2026 is expected to be recognized over a weighted-average period of approximately 1.37 years.
Market-based Performance Restricted Stock Units
During the nine months ended September 30, 2026 and 2025, the compensation committee granted awards of market-based performance RSUs (PSUs) under the 2024 Plan to certain members of senior management. The PSUs vest based on the Company’s total shareholder return (TSR) relative to a selected peer group over a three-year 0 200 three-year
27
date. Additionally, vesting is subject to certain change in control and qualifying termination provisions as provided in the award agreements.
The following table summarizes information about the Company’s PSUs during the nine months ended September 30, 2026:
| Period Granted | Measurement Period | Target PSUs Outstanding as of December 31, 2025 | Target PSUs Granted | Target PSUs Forfeited | Target PSUs Vested | Target PSUs Outstanding as of September 30, 2026 | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||||||||||
| 2025 | 2025 - 2027 | $ | |||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2026 - 2028 | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
During the three and nine months ended September 30, 2026, the Company recognized compensation expense for PSUs of approximately $0.2 million and $0.6 million, respectively, and during the three and nine months ended September 30, 2025, the Company recognized compensation expense for PSUs of approximately $0.1 million and $0.2 million, respectively, which is included in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income. The unamortized compensation cost related to PSUs of approximately $1.9 million as of September 30, 2026 is expected to be recognized over a weighted-average period of approximately 2.14 years.
Note 12 - Income taxes and tax receivable agreement:
Smith Douglas Homes Corp. is taxed as a subchapter C corporation and is subject to federal and state income taxes. Smith Douglas Homes Corp.’s sole material asset is its ownership interest in Smith Douglas Holdings LLC, which is a limited liability company that is taxed as a partnership for U.S. federal and certain state and local income tax purposes. Smith Douglas Holdings LLC’s net taxable income and related tax credits, if any, are passed through to its members and included in the members’ tax returns. The income tax burden on the earnings taxed to the non-controlling interest holders is not reported by the Company in its unaudited condensed consolidated financial statements under U.S. GAAP.
The estimated annual effective tax rate for the year ending December 31, 2026 is 6.7 %. The difference between the estimated annual effective income tax rate and the U.S. federal statutory rate is primarily due to: (1) income attributable to non-controlling interests which is not taxable to Smith Douglas Homes Corp., (2) Smith Douglas Holdings LLC’s election to be taxed at the entity level, and (3) state income taxes.
The Company’s income tax provision was $0.3 million and $0.6 million for the three and nine months ended September 30, 2026, respectively, and $1.0 million and $2.6 million for the three and nine months ended September 30, 2025, respectively.
The Company recognizes deferred tax assets to the extent it believes these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. After considering all those factors, as of September 30, 2026, the Company has recorded a valuation allowance of $12.3 million for certain deferred tax assets the Company has determined are not more likely than not to be realized.
As each of the Continuing Equity Owners elects to convert their LLC Interests into Class A common stock, Smith Douglas Homes Corp. will succeed to their aggregate historical tax basis which will create a net tax benefit to the Company. These tax benefits are expected to be amortized over 15.0 years pursuant to Sections 743(b) and 197 of the Code. The Company will only recognize a deferred tax asset for financial reporting purposes when it is more likely than not that the tax benefit will be realized.
In connection with the IPO and related transactions, the Company entered into a tax receivable agreement (TRA) with Smith Douglas Holdings LLC and the Continuing Equity Owners that will provide for the payment by Smith Douglas Homes Corp. to the Continuing Equity Owners of 85 % of the amount of tax benefits, if any, that Smith Douglas Homes Corp. realizes (or in some circumstances is deemed to realize) related to the tax basis adjustments as such savings are realized. As of September 30, 2026, the Company has recorded a TRA liability of $9.4 million. During the three and nine
28
months ended September 30, 2026, the Company made payments under the TRA to the Continuing Equity Owners totaling zero and $0.5 million, respectively. No
Note 13 ‑ Transactions with related parties:
The Company rented office space under a lease with JBB Cherokee Holdings LLC, an entity affiliated by common ownership, through May 2025, at which time the Company purchased the associated office building, as described below.
Related party lease cost included in the accompanying unaudited condensed consolidated statements of income as a component of selling, general and administrative costs is presented in the table below (in thousands).
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Operating lease costs (related party) | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease costs – operating (related party) | $ | $ | $ | $ | ||||||||||||||||||||||
Payments under the office lease agreement, along with costs associated with the office space, totaled approximately $0.1 million during the nine months ended September 30, 2025. The Company made no payments for use of the office space during the three months ended September 30, 2025.
In May 2025, the Company purchased the office building located in Woodstock, Georgia for a total purchase price of $4.0 million from JBB Cherokee Holdings LLC, an entity affiliated with the Founder Fund. Concurrently with closing of the building purchase, the Company borrowed $3.0 million in the form of a secured promissory note from The BF Holding Trust, an entity affiliated with the Founder Fund. The promissory note was used to partially fund the building purchase, bears interest at 8.5 % per annum, and matures in May 2030. During the three and nine months ended September 30, 2026, the Company incurred and paid interest on the related party note payable totaling $0.1 million and $0.2 million, respectively. During the three and nine months ended September 30, 2025, the Company incurred and paid interest on the related party note payable totaling $41,000 and $0.1 million, respectively. Subsequent to the purchase of the office building, there are no longer any leasing arrangements with JBB Cherokee Holdings LLC.
During the three and nine months ended September 30, 2026, the Company incurred no fees and $6,000 , respectively, in the aggregate from certain entities affiliated by common ownership for use of facilities related to business development and vendor relations, which is included in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income. During the three and nine months ended September 30, 2025, the Company incurred no fees and $0.4 million, respectively, for the use of these facilities. The Company paid no fees and $6,000 , respectively, for the use of these facilities during the three and nine months ended September 30, 2026. The Company paid no
The Company charters aircraft services from companies that are controlled by a related entity of the Founder Fund. Expenses incurred and paid to these companies under a dry lease agreement for the use of the aircraft for business travel totaled approximately $2,000 and $10,000 for the three and nine months ended September 30, 2026, respectively, and $10,000 and $12,000 for the three and nine months ended September 30, 2025, respectively, which are included in selling, general and administrative costs in the accompanying unaudited condensed consolidated statements of income.
The Company had related party receivables totaling approximately $0.1 million as of December 31, 2025 for various expenses paid by the Company on behalf of the related party, which are included in other assets in the accompanying unaudited condensed consolidated balance sheets. There were no related party receivables as of September 30, 2026.
Note 14 ‑ Segment information:
The Company operates one principal homebuilding business that is organized, managed and reported by geographic division. Management of the eleven geographic divisions reports to the Company’s chief operating decision maker (CODM), which consists of the Chief Executive Officer and Chief Financial Officer of the Company. The CODM is regularly provided operating results of individual operating segments, which comprise the Company’s reportable segments. These operating results include key operating metrics which inform the CODM’s decisions regarding the allocation of
29
resources and the assessment of the Company’s overall operational performance. These operating results are reviewed against actual and budgeted figures, with income before income taxes (segment profit) being the key operating metric used to measure segment profit or loss. The Company’s operating segments are aggregated into two reportable segments: Southeast and Central. The Southeast segment consists of the Atlanta, Central Georgia, Charlotte, East Tennessee, Greenville, and Raleigh divisions. The Central segment consists of the Alabama, Dallas-Fort Worth, Houston, Nashville, and the Alabama Gulf Coast divisions. Each reportable segment follows the accounting policies described in Note 1, Description of business and summary of significant accounting policies. As the East Tennessee division was formed in the first quarter of 2026, segment information disclosed for the three and nine months ended September 30, 2025 does not include this division.
The following tables summarize financial information by segment (in thousands):
| Three months ended September 30, 2026 | Southeast | Central | Total | |||||||||||||||||
| Home closing revenue | $ | $ | $ | |||||||||||||||||
| Cost of home closings | ||||||||||||||||||||
| Home closing gross profit | ||||||||||||||||||||
Less:(1) | ||||||||||||||||||||
Selling, general, and administrative expenses(2) | ||||||||||||||||||||
Other segment items(3) | ||||||||||||||||||||
| Segment profit | ||||||||||||||||||||
Corporate selling, general, and administrative costs(4) | ||||||||||||||||||||
Other corporate items(5) | ( | |||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||
| Three months ended September 30, 2025 | Southeast | Central | Total | |||||||||||||||||
| Home closing revenue | $ | $ | $ | |||||||||||||||||
| Cost of home closings | ||||||||||||||||||||
| Home closing gross profit | ||||||||||||||||||||
Less:(1) | ||||||||||||||||||||
Selling, general, and administrative expenses(2) | ||||||||||||||||||||
Other segment items(3) | ||||||||||||||||||||
| Segment profit | ||||||||||||||||||||
Corporate selling, general, and administrative costs(4) | ||||||||||||||||||||
Other corporate items(5) | ( | |||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||
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| Nine months ended September 30, 2026 | Southeast | Central | Total | |||||||||||||||||
| Home closing revenue | $ | $ | $ | |||||||||||||||||
| Cost of home closings | ||||||||||||||||||||
| Home closing gross profit | ||||||||||||||||||||
Less:(1) | ||||||||||||||||||||
Selling, general, and administrative expenses(2) | ||||||||||||||||||||
Other segment items(3) | ||||||||||||||||||||
| Segment profit | ||||||||||||||||||||
Corporate selling, general, and administrative costs(4) | ||||||||||||||||||||
Other corporate items(5) | ( | |||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||
| Nine months ended September 30, 2025 | Southeast | Central | Total | |||||||||||||||||
| Home closing revenue | $ | $ | $ | |||||||||||||||||
| Cost of home closings | ||||||||||||||||||||
| Home closing gross profit | ||||||||||||||||||||
Less:(1) | ||||||||||||||||||||
Selling, general, and administrative expenses(2) | ||||||||||||||||||||
Other segment items(3) | ||||||||||||||||||||
| Segment profit | ||||||||||||||||||||
Corporate selling, general, and administrative costs(4) | ||||||||||||||||||||
Other corporate items(5) | ( | |||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||
(1)The significant segment expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)Selling, general, and administrative expenses consists of internal and external commissions, marketing expense, sales expense, indirect and warranty overhead, marketing department overhead, sales department overhead, general and administrative overhead, and depreciation and amortization expense.
(3)Other segment items includes lot option contract abandonment charges, interest expense, interest income, gain (loss) on sale of assets, and miscellaneous income.
(4)Corporate primarily includes corporate overhead costs, such as payroll and benefits, business insurance, information technology, office costs, outside professional services and travel costs, depreciation and amortization expense, and certain other amounts that are not allocated to the reportable segments.
(5)Other corporate items includes equity in income from unconsolidated entities, interest expense, interest income, gain (loss) on sale of assets, and miscellaneous income that are not allocated to the reportable segments.
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| September 30, 2026 | December 31, 2025 | |||||||||||||
| Assets: | ||||||||||||||
| Southeast | $ | $ | ||||||||||||
Central (1) | ||||||||||||||
| Segment total | ||||||||||||||
Corporate (2) | ||||||||||||||
| Total | $ | $ | ||||||||||||
(1)Balance includes goodwill of approximately $25.7 million resulting from the acquisition of Devon Street Homes, L.P.
(2)Corporate primarily includes cash and cash equivalents, property and equipment, and other assets that are not allocated to the segments.
Note 15 - Earnings per share:
Basic earnings per share is computed by dividing net income attributable to Smith Douglas Homes Corp. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed by adjusting the net income available to Smith Douglas Homes Corp. and the weighted average shares outstanding to give effect to potentially dilutive securities. Shares of Class B common stock are not entitled to receive any distributions or dividends and are therefore excluded from this presentation since they are not participating securities.
Basic and diluted earnings per share of common stock have been computed as follows (in thousands, except share and per share amounts):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
| Net income attributable to Smith Douglas Homes Corp., Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Add: Dilutive impact of unvested RSUs | ||||||||||||||||||||||||||
| Net income attributable to Smith Douglas Homes Corp., Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
| Weighted average shares of common stock outstanding, Basic | ||||||||||||||||||||||||||
| Dilutive effects of: | ||||||||||||||||||||||||||
| Unvested RSUs | ||||||||||||||||||||||||||
| Weighted average shares of common stock outstanding, Diluted | ||||||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
The dilutive impact of unvested RSUs in the fully dilutive computation has been adjusted for income taxes which would have been expensed had the income been recognized by Smith Douglas Homes Corp., a taxable entity. The dilutive impact of unvested RSUs was included using the treasury stock method. For the three and nine months ended September 30, 2026, the dilutive impact of no unvested RSUs and 199,530 unvested RSUs, respectively, is not included in the calculation of diluted earnings per share as the effect would be anti-dilutive. For the three and nine months ended September 30, 2026 and 2025, the dilutive impact of 42,435,897
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operations and financial condition. You should read this analysis in conjunction with our unaudited condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, this discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance, based upon our current plans, expectations and beliefs involving risks and uncertainties. These statements are only predictions, and actual events or results may differ materially. In evaluating such statements, you should carefully consider the various factors identified in the Annual Report, as updated by this Quarterly Report on Form 10-Q, which could cause actual results to differ materially from those expressed in, or implied by, any forward-looking statements, including those set forth in Part I, Item 1A. Risk Factors of our Annual Report.
Company Overview
Smith Douglas is engaged in the design, construction, and sale of single-family homes in some of the highest growth and most desirable markets in the Southeastern and Southern United States. We employ an efficient land-light, production focused, and conservatively leveraged business model, which we believe results in a compelling combination of strong home closing gross margins, construction cycle times, and returns. Our communities are primarily targeted to entry-level and empty-nest homebuyers. We offer our homebuyers an attractive value proposition by providing a personalized home buying experience at affordable price points. With the goal of becoming one of the most dominant homebuilders in the Southeastern and Southern United States, we intend to grow operations within our existing footprint and to expand into new markets where we can most effectively implement our business strategy and maximize our profit and returns.
During the third quarter of 2026, we continued to operate in a challenging housing environment marked by rising mortgage interest rates and broader macroeconomic pressures that impacted potential homebuyer sentiment. In response, we deployed financing incentives, such as closing cost credits and mortgage rate buydowns, to support demand. Despite these headwinds, we achieved 831 homes closed for a total of $262.5 million in home closing revenue for the three months ended September 30, 2026, representing increases of 5% in the number of homes closed and 0.2% in home closing revenue over the same period of the prior year. Additionally, net new home orders increased 13% and contract value of net new home orders increased 6% period over period.
We seek to construct most of our homes on a pre-sold basis, where our homebuyers choose their homes based on a select number of value-engineered floor plans and are offered flexibility on the selection of home options. Our SMART Builder enterprise resource planning system and efficient construction process, which we call Rteam, allows us to provide this optionality for homebuyers based on just-in-time modifications. As a result of our differentiated value proposition and efficient construction cycle times, we believe we typically achieve a high level of homebuyer satisfaction and experience low cancellation rates, which were 11% for both the three months ended September 30, 2026 and 2025, respectively.
At the core of our land-light operating strategy lies the principle and discipline of primarily acquiring finished lots from a diverse pool of third-party land developers or land bankers through the effective utilization of lot-option contracts. Our lot acquisition strategy reduces our upfront capital requirements and generally seeks to provide for “just-in-time” lot delivery, better aligning our pace of home orders and home starts. While using land bankers and third-party developers comes at an additional cost, we believe our lot acquisition strategy reduces our operational and financial risk relative to other homebuilders that own a higher percentage of their land supply. As of September 30, 2026, we had 517 owned unstarted lots in real estate inventory on our balance sheet, which represented only 2.1% of our total controlled lot supply.
We believe the geographic markets in which we operate demonstrate strong population and employment growth trends, favorable migration patterns, and desirable lifestyle and weather conditions. Our operations are currently organized into eleven geographical divisions which comprise two reportable segments. Our Southeast segment consists of our Atlanta, Central Georgia, Charlotte, East Tennessee, Greenville, and Raleigh divisions. Our Central segment consists of our Alabama, Dallas-Fort Worth, Houston, and Nashville, and Alabama Gulf Coast divisions. We believe there is significant opportunity to expand our presence in each of our respective markets.
We believe our dedication to entry-level and empty-nest homebuyers with a focus on price points that fall below FHA guidelines, our efficient construction process, and our affordable luxury sales experience caters to the desires of
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today’s aspiring homeowners and is resilient across economic cycles. While we expect the current housing undersupply and favorable demographic trends to provide a strong, long-term runway for future new home buying demand, there are several factors beyond our control that could have a significant impact on our business including, but not limited to, rising inflation, future increases in interest rates, availability and cost of land, labor and construction, availability of mortgage and land bank financing, macroeconomic trends and other factors described elsewhere in this Quarterly Report on Form 10-Q.
Segments
Our operations are currently organized into eleven geographical divisions which comprise two reportable segments. Our Southeast segment consists of our Atlanta, Central Georgia, Charlotte, East Tennessee, Greenville, and Raleigh divisions. Our Central segment consists of our Alabama, Dallas-Fort Worth, Alabama Gulf Coast, Houston, and Nashville divisions.
Key Factors Affecting Our Performance
We believe our future performance will depend on many factors, including those described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report, to which there have been no material changes.
Components of Results of Operations
There have been no material changes to the components of our results of operations described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report.
Other Factors Impacting Results of Operations
There have been no material changes to the other factors impacting our results of operations described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report.
Results of Operations Data
The results of operations data in the following tables for the periods presented have been derived from the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
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Comparison of three and nine months ended September 30, 2026 and 2025
The following table sets forth our statements of income and other operating data for the periods presented (amounts in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Consolidated Statements of Income Data: | ||||||||||||||||||||||||||
| Home closing revenue | $ | 262,509 | $ | 262,041 | $ | 741,979 | $ | 710,687 | ||||||||||||||||||
| Cost of home closings | 219,791 | 207,071 | 610,889 | 550,248 | ||||||||||||||||||||||
| Home closing gross profit | 42,718 | 54,970 | 131,090 | 160,439 | ||||||||||||||||||||||
| Selling, general, and administrative costs | 40,380 | 36,088 | 118,206 | 103,789 | ||||||||||||||||||||||
| Equity in income from unconsolidated entities | (791) | (640) | (2,104) | (1,457) | ||||||||||||||||||||||
| Interest expense | 66 | 898 | 1,554 | 2,336 | ||||||||||||||||||||||
| Other (income) expense, net | (247) | 1,388 | 3,941 | 1,789 | ||||||||||||||||||||||
| Income before income taxes | 3,310 | 17,236 | 9,493 | 53,982 | ||||||||||||||||||||||
| Provision for income taxes | 279 | 1,021 | 632 | 2,622 | ||||||||||||||||||||||
| Net income | 3,031 | 16,215 | 8,861 | 51,360 | ||||||||||||||||||||||
| Net income attributable to non-controlling interests | 2,454 | 14,089 | 7,473 | 44,186 | ||||||||||||||||||||||
| Net income attributable to Smith Douglas Homes Corp. | $ | 577 | $ | 2,126 | $ | 1,388 | $ | 7,174 | ||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.07 | $ | 0.24 | $ | 0.16 | $ | 0.80 | ||||||||||||||||||
| Diluted | $ | 0.07 | $ | 0.24 | $ | 0.16 | $ | 0.78 | ||||||||||||||||||
| Other operating data: | ||||||||||||||||||||||||||
| Home closings | 831 | 788 | 2,294 | 2,128 | ||||||||||||||||||||||
| ASP of homes closed | $ | 316 | $ | 333 | $ | 323 | $ | 334 | ||||||||||||||||||
| Net new home orders | 777 | 690 | 2,728 | 2,194 | ||||||||||||||||||||||
| Contract value of net new home orders | $ | 246,096 | $ | 231,818 | $ | 881,401 | $ | 737,957 | ||||||||||||||||||
| ASP of net new home orders | $ | 317 | $ | 336 | $ | 323 | $ | 336 | ||||||||||||||||||
Cancellation rate(1) | 11.3% | 11.2% | 11.1% | 9.7% | ||||||||||||||||||||||
Backlog homes (period end)(2) | 947 | 760 | 947 | 760 | ||||||||||||||||||||||
| Contract value of backlog homes (period end) | $ | 305,266 | $ | 258,732 | $ | 305,266 | $ | 258,732 | ||||||||||||||||||
| ASP of backlog homes (period end) | $ | 322 | $ | 340 | $ | 322 | $ | 340 | ||||||||||||||||||
Active communities (period end)(3) | 113 | 98 | 113 | 98 | ||||||||||||||||||||||
| Controlled lots (period end): | ||||||||||||||||||||||||||
| Homes under construction | 1,514 | 1,098 | 1,514 | 1,098 | ||||||||||||||||||||||
| Owned lots | 517 | 641 | 517 | 641 | ||||||||||||||||||||||
| Optioned lots | 22,693 | 22,561 | 22,693 | 22,561 | ||||||||||||||||||||||
| Total controlled lots | 24,724 | 24,300 | 24,724 | 24,300 | ||||||||||||||||||||||
(1)The cancellation rate is the total number of cancellations during the period divided by the total gross new home orders during the period.
(2)Backlog homes (period end) is the number of homes in backlog from the previous period plus the number of net new home orders generated during the current period minus the number of homes closed during the current period.
(3)A community becomes active once the model is completed or the community has its first sale. A community becomes inactive when it has fewer than two homes remaining to sell.
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Home closing revenue
Home closing revenue for the three months ended September 30, 2026, was $262.5 million, an increase of $0.5 million, or 0.2%, from $262.0 million for the three months ended September 30, 2025. Home closing revenue for the nine months ended September 30, 2026, was $742.0 million, an increase of $31.3 million, or 4%, from $710.7 million for the nine months ended September 30, 2025. The increase in revenue for both periods is primarily attributable to increases in the number of homes closed, which increased by 5% and 8% for the three and nine months ended September 30, 2026, respectively, while ASP of homes closed decreased by 5% and 3% for the three and nine months ended September 30, 2026, respectively, in each case due to higher incentives. The growth in the number of homes closed for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 was primarily due to increases of 2% in our Southeast segment and 11% in our Central segment. The growth in the number of homes closed for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025 was primarily due to increases of 6% in our Southeast segment and 10% in our Central segment.
The following table sets forth our home closing revenue, number of home closings, and ASP of homes closed for the periods presented, in each of our reportable segments (dollar amounts in thousands):
| Three months ended September 30, | 2026 | 2025 | Period over period change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Home closing revenue | Home closings | ASP of homes closed | Home closing revenue | Home closings | ASP of homes closed | Home closing revenue | Home closings | ASP of homes closed | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Southeast | $ | 163,178 | 505 | $ | 323 | $ | 166,625 | 493 | $ | 338 | (2)% | 2% | (4)% | ||||||||||||||||||||||||||||||||||||||||||||||
| Central | 99,331 | 326 | 305 | 95,416 | 295 | 323 | 4% | 11% | (6)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 262,509 | 831 | $ | 316 | $ | 262,041 | 788 | $ | 333 | —% | 5% | (5)% | ||||||||||||||||||||||||||||||||||||||||||||||
| Nine months ended September 30, | 2026 | 2025 | Period over period change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Home closing revenue | Home closings | ASP of homes closed | Home closing revenue | Home closings | ASP of homes closed | Home closing revenue | Home closings | ASP of homes closed | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Southeast | $ | 453,251 | 1,372 | $ | 330 | $ | 446,110 | 1,292 | $ | 345 | 2% | 6% | (4)% | ||||||||||||||||||||||||||||||||||||||||||||||
| Central | 288,728 | 922 | 313 | 264,577 | 836 | 316 | 9% | 10% | (1)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 741,979 | 2,294 | $ | 323 | $ | 710,687 | 2,128 | $ | 334 | 4% | 8% | (3)% | ||||||||||||||||||||||||||||||||||||||||||||||
Cost of home closings
Cost of home closings for the three months ended September 30, 2026, was $219.8 million, an increase of $12.7 million, or 6%, from $207.1 million for the three months ended September 30, 2025, which was primarily driven by a 5% increase in home closings and a 1% increase in the average cost of home closings. Cost of home closings for the nine months ended September 30, 2026, was $610.9 million, an increase of $60.6 million, or 11%, from $550.2 million for the nine months ended September 30, 2025, which was primarily driven by an 8% increase in home closings and a 3% increase in the average cost of home closings, due to higher land costs.
Home closing gross profit
Home closing gross profit for the three months ended September 30, 2026 was $42.7 million, a decrease of $12.3 million, or 22%, from $55.0 million for the three months ended September 30, 2025. Home closing gross margin, expressed as a percentage and calculated as home closing gross profit divided by home closing revenue, was 16.3% in the three months ended September 30, 2026 compared to 21.0% in the same period in 2025. Home closing gross profit for the nine months ended September 30, 2026 was $131.1 million, a decrease of $29.3 million, or 18%, from $160.4 million for the nine months ended September 30, 2025. Home closing gross margin, expressed as a percentage and calculated as home closing gross profit divided by home closing revenue, was 17.7% in the nine months ended September 30, 2026 compared to 22.6% in the same period in 2025.
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The decrease in home closing gross margin for each of the three and nine months ended September 30, 2026 compared to the same periods of the prior year was for each period primarily driven by increases of 1% and 3%, respectively, in the average cost of home closings and decreases of 5% and 3%, respectively, in the ASP of homes closed.
Selling, general, and administrative costs
Selling, general, and administrative costs for the three months ended September 30, 2026 were $40.4 million, an increase of $4.3 million, or 12%, from $36.1 million for the three months ended September 30, 2025. Selling, general, and administrative costs for the nine months ended September 30, 2026 were $118.2 million, an increase of $14.4 million, or 14%, from $103.8 million for the nine months ended September 30, 2025.
The increase for the three and nine months ended September 30, 2026 compared to the same periods of the prior year was for each period primarily due to an increase in sales commissions, advertising costs, and division overhead associated with our increase in homes closed and related home closing revenue, an increase in division overhead primarily due to our recently formed divisions, Dallas-Fort Worth, Alabama Gulf Coast, and East Tennessee, and increased compensation expenses attributable to higher employee headcount.
Equity in income from unconsolidated entities
Equity in income from unconsolidated entities consists primarily of our portion of income from our interest in the title companies which operate in certain of our markets to provide title insurance to our homebuyers and our portion of income from our interest in the company engaged in providing mortgage broker services to our homebuyers. For the three and nine months ended September 30, 2026, equity in income from unconsolidated entities increased $0.2 million and $0.6 million, respectively, from the three and nine months ended September 30, 2025, in each case primarily due to an increase in income from the mortgage brokerage company, which ramped up operations in 2025.
Interest expense
Interest expense is comprised of interest incurred, but not capitalized on our Prior Credit Facility, Amended Credit Facility, other borrowings, and amortization of debt issuance costs. For each of the three and nine months ended September 30, 2026, interest expense decreased $0.8 million from the three and nine months ended September 30, 2025, in each case primarily due to higher interest eligible for capitalization.
Other (income) expense, net
Other (income) expense, net primarily consists of lot option contract abandonment charges, interest income, credit card rebates, insurance settlements, and other miscellaneous income and expenses. For the three months ended September 30, 2026, other income, net increased $1.6 million from the three months ended September 30, 2025, which was primarily due to a $0.5 million decrease in lot option contract abandonment charges and a $0.9 million increase in gain on disposal of property and equipment. For the nine months ended September 30, 2026, other expense, net increased $2.2 million from the nine months ended September 30, 2025, which was primarily due to a $3.2 million increase in lot option contract abandonment charges, partially offset by a $0.9 million increase in gain on disposal of property and equipment.
Provision for income taxes
Smith Douglas Homes Corp. is subject to U.S. federal, state, and local income taxes with respect to its allocable share of taxable income of Smith Douglas Holdings LLC assessed at the prevailing corporate tax rates. Smith Douglas Holdings LLC operates as a limited liability company and is treated as a partnership for income tax purposes. Accordingly, it incurs no significant liability for federal or state income taxes, since the taxable income or loss is passed through to its members. Provision for income taxes was $0.3 million and $1.0 million, respectively, for the three months ended September 30, 2026 and 2025, which reflects an effective tax rate of 8.4% and 5.9%, respectively. Provision for income taxes was $0.6 million and $2.6 million, respectively, for the nine months ended September 30, 2026 and 2025, which reflects an effective tax rate of 6.7% and 4.9%, respectively.
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Net income
The following table sets forth net income by reportable segment for the periods presented (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Period over period change | 2026 | 2025 | Period over period change | |||||||||||||||||||||||||||||||||
| Southeast | $ | 12,073 | $ | 20,854 | $ | (8,781) | $ | 35,127 | $ | 66,700 | $ | (31,573) | ||||||||||||||||||||||||||
| Central | 3,083 | 5,393 | (2,310) | 14,384 | 18,748 | (4,364) | ||||||||||||||||||||||||||||||||
| Segment total | 15,156 | 26,247 | (11,091) | 49,511 | 85,448 | (35,937) | ||||||||||||||||||||||||||||||||
Other(1) | (12,125) | (10,032) | (2,093) | (40,650) | (34,088) | (6,562) | ||||||||||||||||||||||||||||||||
| Total | $ | 3,031 | $ | 16,215 | $ | (13,184) | $ | 8,861 | $ | 51,360 | $ | (42,499) | ||||||||||||||||||||||||||
(1)Other primarily includes homebuilding operations in non-reportable segments, corporate overhead costs such as payroll and benefits, business insurance, information technology, office costs, outside professional services and travel costs, and certain other amounts that are not allocated to the reportable segments.
Net income for the three and nine months ended September 30, 2026 decreased by $13.2 million, or 81%, and $42.5 million, or 83%, respectively, from the same periods of the prior year. The decrease was primarily due to decreases of $12.3 million and $29.3 million in home closing gross profit, respectively, and increases of $4.3 million and $14.4 million in selling, general and administrative costs, respectively.
Southeast: The $8.8 million decrease in net income for the three months ended September 30, 2026 compared to the same period in the prior year was primarily due to a $9.8 million decrease in home closing gross profit, partially offset by a $1.1 million decrease in selling, general and administrative costs. The decrease in net income for the nine months ended September 30, 2026 compared to the same period in the prior year was primarily due to a $27.0 million decrease in home closing gross profit and a $4.0 million increase in other segment items.
Central: The $2.3 million and $4.4 million decreases in net income for the three and nine months ended September 30, 2026 compared to the same periods in the prior year were primarily due to decreases in home closing gross profit of $2.4 million and $2.4 million, respectively.
Backlog homes
The following table sets forth our backlog homes and contract value and ASP of backlog homes by reportable segment for the periods presented, along with their period-to-period change (dollar amounts in thousands):
| As of September 30, | 2026 | 2025 | Period over period change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Backlog homes | Contract value of backlog homes | ASP of backlog homes | Backlog homes | Contract value of backlog homes | ASP of backlog homes | Backlog homes | Contract value of backlog homes | ASP of backlog homes | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Southeast | 622 | $ | 201,644 | $ | 324 | 430 | $ | 151,463 | $ | 352 | 45% | 33% | (8)% | ||||||||||||||||||||||||||||||||||||||||||||||
| Central | 325 | 103,622 | 319 | 330 | 107,269 | 325 | (2)% | (3)% | (2)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 947 | $ | 305,266 | $ | 322 | 760 | $ | 258,732 | $ | 340 | 25% | 18% | (5)% | ||||||||||||||||||||||||||||||||||||||||||||||
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Controlled lots
The following table sets forth our total controlled lots, which includes both our owned and optioned lots, by reportable segment as of the periods set forth below:
| As of September 30, | 2026 | 2025 | Period over period change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Owned(1) | Optioned | Total Controlled | Owned(1) | Optioned | Total Controlled | Owned(1) | Optioned | Total Controlled | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Southeast | 1,124 | 14,632 | 15,756 | 961 | 15,039 | 16,000 | 17% | (3)% | (2)% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Central | 907 | 8,061 | 8,968 | 778 | 7,522 | 8,300 | 17% | 7% | 8% | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 2,031 | 22,693 | 24,724 | 1,739 | 22,561 | 24,300 | 17% | 1% | 2% | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Includes homes under construction and owned lots.
Non-GAAP Financial Measures
In addition to our results determined in accordance with GAAP, we have provided information in this Quarterly Report on Form 10-Q relating to “adjusted home closing gross profit,” “adjusted home closing gross margin,” “adjusted net income,” “EBITDA”, “EBITDA margin”, “adjusted EBITDA”, “adjusted EBITDA margin”, and “net debt-to-net book capitalization.” We believe these non-GAAP financial measures are useful in evaluating our operating performance.
We report our financial results in accordance with GAAP. However, management believes that certain non-GAAP financial measures provide users of our financial information with additional useful information to evaluate our performance and to more readily compare these financial measures between past and future periods. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
Adjusted home closing gross profit and adjusted home closing gross margin
Adjusted home closing gross profit and adjusted home closing gross margin are non-GAAP financial measures used by management as supplemental measures in evaluating operating performance. We define adjusted home closing gross profit as home closing revenue less cost of home closings, excluding capitalized interest charged to cost of home closings, impairment charges and adjustments resulting from the application of purchase accounting included in cost of sales, if applicable. We define adjusted home closing gross margin as adjusted home closing gross profit as a percentage of home closing revenue. Management believes this information is meaningful because it isolates the impact that capitalized interest has on home closing gross margin. However, because adjusted home closing gross profit and adjusted home closing gross margin information excludes capitalized interest, which has real economic effects and could impact our results of operations, the utility of adjusted home closing gross profit and adjusted home closing gross margin information as a measure of our operating performance may be limited. In addition, other companies may not calculate adjusted home closing gross profit and adjusted home closing gross margin information in the same manner we do. Accordingly, adjusted home closing gross profit and adjusted home closing gross margin information should be considered only as a supplement to home closing gross profit and home closing gross margin information as a measure of our performance.
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The following table presents a reconciliation of adjusted home closing gross profit and adjusted home closing gross margin to the GAAP financial measure of home closing gross profit and home closing gross margin for each of the periods indicated (amounts in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Home closing revenue | $ | 262,509 | $ | 262,041 | $ | 741,979 | $ | 710,687 | ||||||||||||||||||
| Cost of home closings | 219,791 | 207,071 | 610,889 | 550,248 | ||||||||||||||||||||||
Home closing gross profit(1) | $ | 42,718 | $ | 54,970 | $ | 131,090 | $ | 160,439 | ||||||||||||||||||
| Capitalized interest charged to cost of home closings | 1,058 | 698 | 2,560 | 1,219 | ||||||||||||||||||||||
| Purchase accounting adjustments included in cost of home closings | — | 120 | (115) | 2 | ||||||||||||||||||||||
| Impairment of real estate inventory | 669 | — | 4,742 | 642 | ||||||||||||||||||||||
| Adj. home closing gross profit | $ | 44,445 | $ | 55,788 | $ | 138,277 | $ | 162,302 | ||||||||||||||||||
Home closing gross margin(2) | 16.3% | 21.0% | 17.7% | 22.6% | ||||||||||||||||||||||
Adj. home closing gross margin(2) | 16.9% | 21.3% | 18.6% | 22.8% | ||||||||||||||||||||||
(1)Home closing gross profit is home closing revenue less cost of home closings.
(2)Calculated as a percentage of home closing revenue.
Our adjusted home closing gross profit and adjusted home closing gross margin decreased for both the three- and nine-month periods ended September 30, 2025 to the same periods in 2026. The decreases in adjusted home closing gross profit and adjusted home closing gross margin were primarily due to decreases in ASP of homes closed of (5.1)% and (3.3)%, respectively, and increases in the average cost of home closings of 1% and 3%, respectively, partially offset by increases in the add-back for real estate inventory impairment.
Adjusted net income
Adjusted net income is not a measure of net income or net income margin as determined by GAAP. Adjusted net income is a supplemental non-GAAP financial measure used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders, and rating agencies. We define adjusted net income as net income adjusted for the tax impact using an applicable federal and state blended tax rate (assuming 100% public ownership to adjust for the impact of taxes on earnings attributable to Smith Douglas Holdings LLC as if Smith Douglas Holdings LLC was a subchapter C corporation in the periods presented).
Management believes adjusted net income is useful because it allows management to more effectively evaluate our operating performance and comparability to industry peers who record income tax expense on their income before tax as opposed to the income of Smith Douglas Holdings LLC not being taxed at the entity level and, therefore, not reflecting a charge against earnings for income tax expense. Adjusted net income should not be considered as an alternative to, or more meaningful than, net income or any other measure as determined in accordance with GAAP. Our computation of adjusted net income may not be comparable to adjusted net income of other companies. We present adjusted net income because we believe it provides useful information regarding our comparability to peers.
The following table presents a reconciliation of adjusted net income to the GAAP financial measure of net income for each of the periods indicated (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income | $ | 3,031 | $ | 16,215 | $ | 8,861 | $ | 51,360 | ||||||||||||||||||
| Provision for income taxes | 279 | 1,021 | 632 | 2,622 | ||||||||||||||||||||||
| Income before income taxes | 3,310 | 17,236 | 9,493 | 53,982 | ||||||||||||||||||||||
Tax-effected adjustments(1) | 901 | 4,240 | 2,583 | 13,280 | ||||||||||||||||||||||
| Adjusted net income | $ | 2,409 | $ | 12,996 | $ | 6,910 | $ | 40,702 | ||||||||||||||||||
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(1)For the three and nine months ended September 30, 2026 and 2025, our tax expenses assume a 27.2% and 24.6% federal and state blended tax rate, respectively, (assuming 100% public ownership to adjust for the impact of taxes on earnings attributable to Smith Douglas Holdings LLC as if Smith Douglas Holdings LLC was a subchapter C corporation in the periods presented).
EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin
EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are not measures of net income or net income margin as determined by GAAP. EBITDA and adjusted EBITDA are supplemental non-GAAP financial measures used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders, and rating agencies. We define EBITDA as net income before (i) interest income, (ii) capitalized interest charged to cost of home closings, (iii) interest expense, (iv) income tax expense, and (v) depreciation. We define EBITDA margin as EBITDA as a percentage of home closing revenue. We define adjusted EBITDA as net income before (i) interest income, (ii) capitalized interest charged to cost of home closings, (iii) interest expense, (iv) income tax expense, (v) depreciation, (vi) share-based payment expense, (vii) adjustments resulting from the application of purchase accounting included in cost of sales, (viii) adjustments resulting from the application of purchase accounting included in other (income) expense, net, and (ix) real estate inventory impairment and lot option contract abandonment charges. We define adjusted EBITDA margin as adjusted EBITDA as a percentage of home closing revenue.
Management believes EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are useful because they allow management to more effectively evaluate our operating performance and compare our results of operations from period to period without regard to our financing methods or capital structure, or other items that impact comparability of financial results from period to period. EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin should not be considered as alternatives to, or more meaningful than, net income, net income margin, or any other measure as determined in accordance with GAAP. Our computation of EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin may not be comparable to EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin of other companies. We present EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin because we believe they provide useful information regarding the factors and trends affecting our business.
The following table presents a reconciliation of EBITDA, EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin to the GAAP financial measure of net income and net income margin for each of the periods indicated:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income | $ | 3,031 | $ | 16,215 | $ | 8,861 | $ | 51,360 | ||||||||||||||||||
| Capitalized interest charged to cost of home closings | 1,058 | 698 | 2,560 | 1,219 | ||||||||||||||||||||||
| Interest expense | 66 | 898 | 1,554 | 2,336 | ||||||||||||||||||||||
| Interest income | (95) | (80) | (312) | (304) | ||||||||||||||||||||||
| Provision for income taxes | 279 | 1,021 | 632 | 2,622 | ||||||||||||||||||||||
| Depreciation | 927 | 700 | 2,699 | 1,766 | ||||||||||||||||||||||
| EBITDA | $ | 5,266 | $ | 19,452 | $ | 15,994 | $ | 58,999 | ||||||||||||||||||
| Share-based payment expense | 1,613 | 1,054 | 4,357 | 2,635 | ||||||||||||||||||||||
| Purchase accounting adjustments included in cost of home closings | — | 120 | (115) | 2 | ||||||||||||||||||||||
| Real estate inventory impairment and lot option contract abandonment charges | 1,721 | 1,580 | 10,285 | 2,938 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 8,600 | $ | 22,206 | $ | 30,521 | $ | 64,574 | ||||||||||||||||||
Net income margin(1) | 1.2% | 6.2% | 1.2% | 7.2% | ||||||||||||||||||||||
EBITDA margin(1) | 2.0% | 7.4% | 2.2% | 8.3% | ||||||||||||||||||||||
Adjusted EBITDA margin(1) | 3.3% | 8.5% | 4.1% | 9.1% | ||||||||||||||||||||||
(1)Calculated as a percentage of home closing revenue.
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Our EBITDA and EBITDA margin decreased from the three and nine months ended September 30, 2025 to the same periods in 2026, primarily as a result of decreases in net income of $13.2 million and $42.5 million, respectively. Our adjusted EBITDA and adjusted EBITDA margin decreased from the three and nine months ended September 30, 2025 to the same periods in 2026, primarily as a result of the decreases in net income described above, partially offset by the increases in real estate inventory impairment and lot option contract abandonment charges of $0.1 million and $7.3 million, respectively.
Net debt-to-net book capitalization
Net debt-to-net book capitalization is a supplemental measure of our leverage that is not required by, or presented in accordance with, GAAP and should not be considered as an alternative to debt-to-book capitalization or any other measure derived in accordance with GAAP. We caution investors that amounts presented in accordance with our definition of net debt-to-net book capitalization may not be comparable to similar measures disclosed by our competitors because not all companies and analysts calculate this non-GAAP financial measure in the same manner. We present this non-GAAP financial measure because we consider it to be an important supplemental measure of our leverage and believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry.
We define net debt-to-net book capitalization as:
•Total debt, less cash and cash equivalents, divided by
•Total debt, less cash and cash equivalents, plus equity.
This non-GAAP financial measure has limitations as an analytical tool in that it subtracts cash and cash equivalents and therefore may imply that the Company has less debt than the most comparable measure determined in accordance with GAAP. Because of this limitation, this non-GAAP financial measure should be considered along with other financial measures presented in accordance with GAAP. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. We have reconciled this non-GAAP financial measure with the most directly comparable GAAP financial measure in the following table:
| As of (in thousands, except percentages) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Notes payable | $ | 101,420 | $ | 44,075 | ||||||||||
| Equity | 436,731 | 444,136 | ||||||||||||
| Total capitalization | $ | 538,151 | $ | 488,211 | ||||||||||
| Debt-to-book capitalization | 18.8% | 9.0% | ||||||||||||
| Notes payable | $ | 101,420 | $ | 44,075 | ||||||||||
| Less: cash and cash equivalents | 5,922 | 12,741 | ||||||||||||
| Net debt | 95,498 | 31,334 | ||||||||||||
| Equity | 436,731 | 444,136 | ||||||||||||
| Total net capitalization | $ | 532,229 | $ | 475,470 | ||||||||||
| Net debt-to-net book capitalization | 17.9% | 6.6% | ||||||||||||
Liquidity and Capital Resources
Overview
As of September 30, 2026, we had $5.9 million of cash and cash equivalents. We believe existing cash and cash equivalents, availability under our Amended Credit Facility, and positive cash flows from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We have historically generated cash and fund our operations primarily from cash flows from operating activities as well as availability under our credit facilities and other borrowings. We exercise strict controls and have a prudent strategy for our cash management, including those related to cash outlays for lot acquisitions and deposits on lot-option contracts. We require multiple party
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account control and authorization for payments. We competitively bid each phase of the development and construction process and closely manage production schedules and payments. Land acquisitions are reviewed and analyzed by our senior management team and ultimately approved by our Chief Executive Officer and Chief Financial Officer. Additionally, our land-light business model reduces our upfront capital requirements and generally provides for “just-in-time” lot delivery, which better aligns our pace of home orders and home starts. Our principal uses of cash include deposits on lot-option contracts, acquisition of finished lots, home construction, operating expenses, and the payment of interest and routine liabilities.
In the coming 12 months, our primary funding needs will revolve around the construction of homes, acquisition of finished lots under new and existing contracts, and operating expenses. Additionally, we may seek to use our capital to enter new markets through acquisition or greenfield startup if we believe such markets fit our business model. To address these short-term liquidity requirements, we anticipate relying on our existing cash and cash equivalents, as well as the net cash flows generated by our operations, and availability under our Amended Credit Facility.
However, the opportunity to purchase substantially finished lots in desired locations is becoming increasingly more competitive. As a result, we remain open to seeking additional capital if necessary to enhance our liquidity position, further enable the acquisition of additional finished lot inventory in anticipation of improving market conditions and the competitive landscape, and fortify our long-term capital structure.
Looking beyond the next 12 months, our primary funding needs will continue to center around home construction, finished lot acquisitions necessary to maintain a minimum four-year lot supply, growing active community count, growth into new and existing markets, and principal and interest payments on our Amended Credit Facility. We expect our existing cash reserves, along with generated cash flows and availability under our Amended Credit Facility, will be sufficient to fund our ongoing operational activities and provide the necessary capital for future lot purchases and related growth strategies.
To the extent our current liquidity is insufficient to fund future activities, we may need to raise additional funds, such as refinancing or securing new secured or unsecured debt, common and preferred equity, disposing of certain assets to fund our operations, and/or other public or private sources of capital. If we raise additional funds by issuing equity securities, the ownership of our existing stockholders will be diluted. The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all. See Part I, Item 1A. Risk Factors—General Risk Factors—Access to financing sources may not be available on favorable terms, or at all, especially in light of current market conditions, which could adversely affect our ability to maximize our returns of our Annual Report.
Amended Credit Facility
As of September 30, 2026, the Company has a $325.0 million unsecured revolving credit facility that was entered into concurrently with the IPO and amended in May 2025 (the Amended Credit Facility). The Amended Credit Facility matures in May 2029, except that the Company may request a one-year extension of such maturity date. The Amended Credit Facility also includes a $100.0 million accordion feature, subject to additional commitments. The Amended Credit Facility provides that up to $20.0 million of the commitments may be used for letters of credit.
The borrowings and letters of credit outstanding under the Amended Credit Facility may not exceed the borrowing base as defined in the Amended Credit Facility. The borrowing base primarily consists of a percentage of commercial land, land held for development, lots under development, and finished lots held by Smith Douglas Holdings LLC and certain of its wholly-owned subsidiaries.
Borrowings under the Amended Credit Facility bear interest, at the borrower’s option, at either a base rate or SOFR (which may be a daily simple rate or based on 1-, 3- or 6-month interest periods, in each case at the borrower’s option), plus an applicable margin. The applicable margin will range from 2.35% to 3.00% based on our leverage ratio as determined in accordance with a pricing grid defined in the Amended Credit Facility and is subject to a floor of 0.00%. Interest is payable in arrears on the last business day of each month or at the end of each 1-, 3- or 6-month interest period, as applicable.
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The Amended Credit Facility is unsecured. Upon the occurrence of certain triggers set forth in the Amended Credit Facility, Smith Douglas Homes Corp. may be required to provide a guarantee of the obligations of Smith Douglas Holdings LLC and the other borrowers under the Amended Credit Facility.
The Amended Credit Facility contains certain financial covenants, among others, including requirements to maintain (i) a minimum tangible net worth equal to the sum of (a) $286.1 million, (b) 32.5% of positive pre‑tax income earned in any fiscal quarter after March 31, 2025, and (c) 50% of any new equity proceeds of Smith Douglas Homes Corp. and its subsidiaries at any time after March 31, 2025, (ii) a maximum leverage ratio of 60%, (iii) a minimum ratio of EBITDA to interest incurred of 2.00 to 1.00, and (iv) a minimum liquidity requirement of $15.0 million. The Amended Credit Facility also contains various covenants that, among other restrictions, limit the ability of Smith Douglas Holdings LLC and the other borrowers to incur additional debt and to make certain investments and distributions. Additionally, the Amended Credit Facility contains certain covenants that restrict certain activities of Smith Douglas Homes Corp. The Amended Credit Facility also contains customary events of default relating to, among other things, failure to make payments, breach of covenants, and breach of representations. If an event of default occurs and is continuing, the borrowers may be required to immediately repay all amounts outstanding under the Amended Credit Facility. As of September 30, 2026, the Company was in compliance with all covenants related to the Amended Credit Facility.
As of September 30, 2026 and December 31, 2025, there were $99.0 million and $40.0 million, respectively, of outstanding borrowings under the Amended Credit Facility. As of September 30, 2026 and December 31, 2025, there were $0.8 million and $0.5 million, respectively, of outstanding letters of credit.
The foregoing description of the Amended Credit Facility is qualified in its entirety by reference to the Amended Credit Facility, a copy of which is filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.
Additional liquidity requirements
We are a holding company and have no material assets other than our ownership of LLC Interests. We have no independent means of generating revenue. The Smith Douglas LLC Agreement provides for the payment of certain distributions to the Continuing Equity Owners and to us in amounts sufficient to cover the income taxes imposed on such members with respect to the allocation of taxable income from Smith Douglas Holdings LLC as well as to cover our obligations under the Tax Receivable Agreement and other administrative expenses.
Regarding the ability of Smith Douglas Holdings LLC to make distributions to us, the terms of their financing arrangements (including the Amended Credit Facility) contain covenants that may restrict Smith Douglas Holdings LLC or its subsidiaries from paying such distributions, subject to certain exceptions. Further, Smith Douglas Holdings LLC is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Smith Douglas Holdings LLC (with certain exceptions), as applicable, exceed the fair value of its assets.
In addition, under the Tax Receivable Agreement, we are required to make cash payments to the Continuing Equity Owners equal to 85% of the tax benefits, if any, that we actually realize (or in certain circumstances are deemed to realize), as a result of (i) Basis Adjustments; (ii) Section 704(c) Allocations; and (iii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement. We expect the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be significant. The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the timing of redemptions or exchanges by the Continuing Equity Owners, the amount of gain recognized by the Continuing Equity Owners, the amount and timing of the taxable income we generate in the future, and the federal tax rates then applicable. Any payments made by us to the Continuing Equity Owners under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us.
Additionally, in the event we declare any cash dividends, we intend to cause Smith Douglas Holdings LLC to make distributions to us in amounts sufficient to fund such cash dividends declared by us to our stockholders. Deterioration in the financial condition, earnings, or cash flow of Smith Douglas Holdings LLC for any reason could limit or impair its ability to pay such distributions.
If we do not have sufficient funds to pay taxes or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various
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restrictions imposed by any such lenders. To the extent we are unable to make payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. In addition, if Smith Douglas Holdings LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired.
See Part I—Item 1A. Risk Factors—Risks Related to our Organizational Structure of our Annual Report and Certain Relationships and Related Person Transactions of our Proxy Statement.
Cash flows from operating, investing, and financing activities – comparison for the nine months ended September 30, 2026 and 2025
The following table summarizes our cash flows for the periods presented (in thousands):
| Nine months ended September 30, | 2026 | 2025 | ||||||||||||
| Net cash used in operating activities | $ | (28,486) | $ | (41,094) | ||||||||||
| Net cash used in investing activities | (903) | (5,573) | ||||||||||||
| Net cash provided by financing activities | 22,570 | 39,079 | ||||||||||||
| Net decrease in cash and cash equivalents | (6,819) | (7,588) | ||||||||||||
| Cash and cash equivalents, beginning of period | 12,741 | 22,363 | ||||||||||||
| Cash and cash equivalents, end of period | $ | 5,922 | $ | 14,775 | ||||||||||
Operating activities
We used $28.5 million and $41.1 million in net cash in operating activities for the nine months ended September 30, 2026 and 2025, respectively. Operating cash flows for the nine months ended September 30, 2026 benefited from cash generated by net income of $8.9 million, non-cash operating expenses of $17.7 million, and a $35.9 million increase in accounts payable, which were more than offset by a $80.2 million increase in real estate inventory and a $1.2 million decrease in accrued expenses and other liabilities. Operating cash flows for the nine months ended September 30, 2025 benefited from cash generated by net income of $51.4 million and non-cash operating expenses of $9.5 million, which were more than offset by a $61.0 million increase in real estate inventory, a $34.4 million increase in deposits on real estate under option or contract, and a $7.5 million decrease in accrued expenses and other liabilities.
Investing activities
We used $0.9 million and $5.6 million in net cash in investing activities for the nine months ended September 30, 2026 and 2025, respectively. The net cash used in investing activities during the nine months ended September 30, 2026 was primarily due to $2.7 million in purchases of property and equipment, partially offset by $1.8 million in proceeds from sale of property and equipment. The net cash used in investing activities during the nine months ended September 30, 2025 was primarily due to $4.5 million in purchases of property and equipment and $1.1 million in investments in unconsolidated entities.
Financing activities
We generated $22.6 million and $39.1 million in net cash from financing activities for the nine months ended September 30, 2026 and 2025, respectively. The net cash provided by financing activities during the nine months ended September 30, 2026 was primarily due to $59.0 million in net borrowings under the Amended Credit Facility and $12.3 million in proceeds from sale of real estate not owned, partially offset by $1.8 million in payments on notes payable and related party notes payable, $9.5 million in tax distributions, $25.8 million in payments related to repurchases of real estate not owned, and $10.4 million in share repurchases. The net cash provided by financing activities during the nine months ended September 30, 2025 was primarily due to $49.0 million in net borrowings under the Amended Credit Facility and $36.7 million in proceeds from sale of real estate not owned, partially offset by $1.4 million in payments on notes payable and related party notes payable, $28.0 million in tax distributions, $13.7 million in payments related to repurchases of real estate not owned, and $2.2 million in debt issuance costs.
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Material Cash Commitments
There have been no material changes to the material cash commitments described in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report.
Off-Balance Sheet Arrangements
While using land bankers and third-party developers as part of our land-light operating strategy comes at an additional cost, we believe our lot acquisition strategy reduces our operating and financial risk relative to other homebuilders that own and develop a higher percentage of their land supply. As of September 30, 2026, we had 517 owned unstarted lots in real estate inventory on our balance sheet which represented only 2.1% of our total controlled lot supply.
Under the umbrella of our land-light strategy, we generally seek to avoid engaging in land development. Where possible, we prefer to work with third-party developers that will sell us finished lots under lot-option contracts. In situations where we cannot find a developer partner, we will work with third-party land bankers. Under these land bank arrangements, we typically assign the land or lots we have under contract to the land banker. The land banker will acquire the land or lots directly, and if land development is necessary, we will simultaneously enter into a development agreement to complete the lots for the land banker. Additionally, we will enter a lot-option contract to acquire the finished lots on a takedown to match our projected sales absorption and starts pace. Typically, we are required to put up a deposit ranging between 5-20% on our lot-option contracts.
Our asset-light and capital efficient lot acquisition strategy is intended to avoid the financial commitments and risks associated with direct land ownership and land development by allowing us to control a significant number of lots for a relatively low capital cost. These option contracts generally allow us, at our option, to forfeit our right to purchase the lots controlled by these option contracts for any reason, and our sole legal obligation and economic loss as a result of such forfeitures is limited to the amount of the deposits paid pursuant to such option contracts and, in the case of land bank option contracts, any related fees paid to the land bank partner. We do not have any financial guarantees and we typically do not guarantee lot purchases on a specific performance basis under these agreements. In certain circumstances, we may have a completion obligation under development agreements with land bankers where we may be at-risk for certain cost overruns.
As of September 30, 2026, we had $138.4 million of non-refundable cash deposits under land and lot-option contracts pertaining to 15,099 lots with a remaining aggregate purchase price of approximately $1.1 billion.
Surety Bonds and Letters of Credit
From time to time, we may enter into surety bond and letter of credit arrangements with local municipalities, government agencies and developers. These arrangements relate to certain performance or maintenance-related obligations. As of September 30, 2026 and December 31, 2025, there were $0.8 million and $0.5 million, respectively, of outstanding letters of credit. Surety bonds do not have stated expiration dates; rather, we are released from the bonds as the contractual performance is completed. These bonds, which totaled $60.7 million and $47.4 million as of September 30, 2026 and December 31, 2025, respectively, are typically outstanding over a period of approximately one to five years depending on the pace of development. If banks were to decline to issue letters of credit or surety companies were to decline to issue surety bonds, our ability to operate could be restricted and could have an adverse effect on our business and results of operations.
Critical Accounting Policies and Estimates
In preparing our financial statements in conformity with U.S. GAAP, we must make decisions that impact the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, historical experience, and business valuations. Actual amounts could differ from those estimated at the time the consolidated financial statements are prepared.
Our significant accounting policies are described in Note 1—Description of the business and summary of significant accounting policies to our accompanying unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Some of those significant accounting policies require us to make
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difficult, subjective, or complex judgments or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (i) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made, and (ii) different estimates reasonably could have been used, or changes in the estimate that are reasonably likely to occur from period to period may have a material impact on the presentation of our financial condition, changes in financial condition, or results of operations. There have been no material changes to the Company’s critical accounting estimates since our Annual Report.
Recent Accounting Pronouncements
For information regarding recent accounting pronouncements, see Note 1—Description of the business and summary of significant accounting policies to our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q.
JOBS Act
We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. Section 102 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. We are choosing to “opt out” of this provision and, as a result, we will adopt new or revised accounting standards upon or prior to required public company adoption dates. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.
In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Specifically, subject to the satisfaction of certain conditions set forth in the JOBS Act, we are not required to, and do not intend to, among other things, (i) provide an auditor’s attestation report on our systems of internal control over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Act, (iii) comply with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the financial statements, and (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply until we no longer meet the requirements of being an emerging growth company. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk from changes in interest rates and inflation. These market risks arise in the normal course of business. During the nine months ended September 30, 2026, there have been no material changes to the information included under Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report.
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,
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our principal executive officer and principal financial officer concluded that, as of September 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in internal control over financial reporting
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, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we are subject to mediation, arbitration, litigation, or claims arising in the ordinary course of business. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm, and other factors. We do not believe that any existing claims or proceedings will have a material effect on our business, consolidated financial condition or results of operations.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A. Risk Factors in our Annual Report. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. There have been no material changes in the risks affecting the Company since the filing of our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Securities
None.
Use of Proceeds
None.
Purchases of equity securities by the issuer and affiliated purchasers
On May 28, 2025, our Board of Directors authorized a stock repurchase program for up to $50.0 million of the Company’s Class A common stock. Under the program, the Company may make repurchases through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means.
The following table provides information relating to our repurchases of Class A common stock.
| Period | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced program | Approximate dollar value of shares that may yet be purchased under the program | |||||||||||||||||||||||||
| July 1, 2026 - July 31, 2026 | — | $ | — | — | $ | 40,000,027 | |||||||||||||||||||||||
| August 1, 2026 - August 31, 2026 | — | $ | — | — | $ | 40,000,027 | |||||||||||||||||||||||
| September 1, 2026 - September 30, 2026 | 28,370 | $ | 10.82 | 28,370 | $ | 39,696,710 | |||||||||||||||||||||||
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a)Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b)Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c)Insider Trading Arrangements and Policies.
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Item 6. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed/ Furnished Herewith | ||||||||||||||||||||||||||||||||
| Asset Purchase Agreement, dated July 31, 2023, by and among SDH Houston LLC, Devon Street Homes, L.P., Devon Street Homes G.P., L.L.C., and John Stephen Ray, The BRR 2022 Trust U/T/A dated April 20, 2022, The CAR 2022 Trust U/T/A dated April 20, 2022 and The TTR 2022 Trust U/T/A dated April 20, 2022 | S‑1 | 333-274379 | 2.1 | 9/6/2023 | ||||||||||||||||||||||||||||||||||
| Amended and Restated Certificate of Incorporation | S-8 | 333-276503 | 4.1 | 1/12/2024 | ||||||||||||||||||||||||||||||||||
| Amended and Restated Bylaws | S‑8 | 333-276503 | 4.2 | 1/12/2024 | ||||||||||||||||||||||||||||||||||
| Specimen Class A Common Stock Certificate | S‑1 | 333‑235874 | 4.1 | 9/6/2023 | ||||||||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | * | |||||||||||||||||||||||||||||||||||||
| Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | * | |||||||||||||||||||||||||||||||||||||
| Section 1350 Certification of Chief Executive Officer | ** | |||||||||||||||||||||||||||||||||||||
| Section 1350 Certification of Chief Financial Officer | ** | |||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | * | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | * | ||||||||||||||||||||||||||||||||||||
__________________________________
*Filed herewith
**Furnished herewith
†Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item (601)(b)(10). The Registrant undertakes to furnish supplemental copies including the omitted portions upon request by the SEC.
^Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Smith Douglas Homes Corp. | ||||||||
Date: November 4, 2026 | By: | /s/ Gregory S. Bennett | ||||||
| Gregory S. Bennett | ||||||||
| President, Chief Executive Officer, Vice Chairman, and Director | ||||||||
| (Principal Executive Officer) | ||||||||
Date: November 4, 2026 | By: | /s/ Russell Devendorf | ||||||
| Russell Devendorf | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
(Principal Financial Officer and Principal Accounting Officer) | ||||||||
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Exhibit 31.1
CERTIFICATIONS
I, Gregory S. Bennett, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Smith Douglas Homes Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026 | By: | /s/ Gregory S. Bennett | ||||||
| Gregory S. Bennett | ||||||||
| President, Chief Executive Officer, | ||||||||
| Vice Chairman, and Director | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATIONS
I, Russell Devendorf, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Smith Douglas Homes Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 4, 2026 | By: | /s/ Russell Devendorf | ||||||
| Russell Devendorf | ||||||||
| Executive Vice President and | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer and | ||||||||
| Principal Accounting Officer) | ||||||||
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Smith Douglas Homes Corp. (the “Company”) for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes‑Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 4, 2026 | By: | /s/ Gregory S. Bennett | ||||||
| Gregory S. Bennett | ||||||||
| President, Chief Executive Officer, | ||||||||
| Vice Chairman, and Director | ||||||||
| (Principal Executive Officer) | ||||||||
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Smith Douglas Homes Corp. (the “Company”) for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes‑Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 4, 2026 | By: | /s/ Russell Devendorf | ||||||
| Russell Devendorf | ||||||||
| Executive Vice President and | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer and | ||||||||
| Principal Accounting Officer) | ||||||||