SDHC · Smith Douglas Homes Corp.

Shares were issued pursuant to the Company's Amended Non-Employee Director Compensation Program (the "Program") and the Company's 2024 Incentive Award Plan (the "2024 Plan") in lieu of a quarterly Board of Directors retainer fee, quarterly Lead Independent Director retainer fee, quarterly Board committee retainer fee, and quarterly Board committee chair retainer fee that would otherwise be payable in cash. In accordance with the Program, the number of shares issued was determined based on the Fair Market Value (as defined in the 2024 Plan) of the Company's common stock on the issuance date.

Shares were issued pursuant to the Company's Amended Non-Employee Director Compensation Program (the "Program") and the Company's 2024 Incentive Award Plan (the "2024 Plan") in lieu of a quarterly Board of Directors retainer fee, quarterly Board committee retainer fee, and quarterly Board committee chair retainer fee that would otherwise be payable in cash. In accordance with the Program, the number of shares issued was determined based on the Fair Market Value (as defined in the 2024 Plan) of the Company's common stock on the issuance date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2027 and (y) the date of the Issuer's Annual Meeting for calendar year 2027, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2027 and (y) the date of the Issuer's Annual Meeting for calendar year 2027, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2027 and (y) the date of the Issuer's Annual Meeting for calendar year 2027, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2027 and (y) the date of the Issuer's Annual Meeting for calendar year 2027, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2027 and (y) the date of the Issuer's Annual Meeting for calendar year 2027, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2027 and (y) the date of the Issuer's Annual Meeting for calendar year 2027, subject to continued service through the applicable vesting date.

Shares were issued pursuant to the Company's Amended Non-Employee Director Compensation Program (the "Program") and the Company's 2024 Incentive Award Plan (the "2024 Plan") in lieu of a quarterly Board of Directors retainer fee, quarterly Lead Independent Director retainer fee, quarterly Board committee retainer fee, and quarterly Board committee chair retainer fee that would otherwise be payable in cash. In accordance with the Program, the number of shares issued was determined based on the Fair Market Value (as defined in the 2024 Plan) of the Company's common stock on the issuance date.

Shares were issued pursuant to the Company's Amended Non-Employee Director Compensation Program (the "Program") and the Company's 2024 Incentive Award Plan (the "2024 Plan") in lieu of a quarterly Board of Directors retainer fee, quarterly Board committee retainer fee, and quarterly Board committee chair retainer fee that would otherwise be payable in cash. In accordance with the Program, the number of shares issued was determined based on the Fair Market Value (as defined in the 2024 Plan) of the Company's common stock on the issuance date.

These shares were withheld for payment of the withholding taxes upon the vesting of a portion of the restricted stock units granted to the Reporting Person on March 20, 2025.

These shares were withheld for payment of the withholding taxes upon the vesting of a portion of the restricted stock units granted to the Reporting Person on March 20, 2025.

These shares were withheld for payment of the withholding taxes upon the vesting of a portion of the restricted stock units granted to the Reporting Person on March 20, 2025.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest as to one third (1/3rd) of the shares of Class A Common Stock underlying the RSUs on each of the first three anniversaries of March 13, 2026, subject to the grantee's continued employment through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest as to one third (1/3rd) of the shares of Class A Common Stock underlying the RSUs on each of the first three anniversaries of March 13, 2026, subject to the grantee's continued employment through the applicable vesting date.

A prior Form 4 filed on March 24, 2025 incorrectly reported 243,589 shares of Class A Common Stock indirectly held by GSB Holdings LLC ("GSB Holdings"). GSB Holdings does not hold any shares of Class A Common Stock.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $11.35 to $11.86, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest as to one third (1/3rd) of the shares of Class A Common Stock underlying the RSUs on each of the first three anniversaries of March 13, 2026, subject to the grantee's continued employment through the applicable vesting date.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $11.76 to $12.67, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

These shares were withheld for payment of the withholding taxes upon the vesting of a portion of the restricted stock units granted to the Reporting Person on January 16, 2024.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $19.35 to $20.10, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $20.10 to $20.22, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 5, 2026 and (y) the date of the Issuer's Annual Meeting for calendar year 2026, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 5, 2026 and (y) the date of the Issuer's Annual Meeting for calendar year 2026, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 5, 2026 and (y) the date of the Issuer's Annual Meeting for calendar year 2026, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 5, 2026 and (y) the date of the Issuer's Annual Meeting for calendar year 2026, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 5, 2026 and (y) the date of the Issuer's Annual Meeting for calendar year 2026, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 5, 2026 and (y) the date of the Issuer's Annual Meeting for calendar year 2026, subject to continued service through the applicable vesting date.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $18.81 to $18.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $19.08 to $19.10, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $18.24 to $18.39, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $16.68 to $16.87, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $19.36 to $19.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $18.35 to $19.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $18.36 to $18.63, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest as to one third (1/3rd) of the shares of Class A Common Stock underlying the RSUs on each of the first three anniversaries March 20, 2025, subject to the grantee's continued employment through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest as to one third (1/3rd) of the shares of Class A Common Stock underlying the RSUs on each of the first three anniversaries of March 20, 2025, subject to the grantee's continued employment through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest as to one third (1/3rd) of the shares of Class A Common Stock underlying the RSUs on each of the first three anniversaries of March 20, 2025, subject to the grantee's continued employment through the applicable vesting date.

These shares were withheld for payment of the withholding taxes upon vesting of the restricted stock units granted to the Reporting Person on January 16, 2024.

These shares were withheld for payment of the withholding taxes upon the vesting of a portion of the restricted stock units granted to the Reporting Person on January 16, 2024.

The price reported in column 4 is a weighted average of the purchase prices. These shares were purchased in multiple transactions at prices ranging from $29.66 to $29.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2025 and (y) the date of the Issuer's Annual Meeting for calendar year 2025, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2025 and (y) the date of the Issuer's Annual Meeting for calendar year 2025, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2025 and (y) the date of the Issuer's Annual Meeting for calendar year 2025, subject to continued service through the applicable vesting date.

Represents an award of restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs vest in full on the earlier to occur of (x) June 4, 2025 and (y) the date of the Issuer's Annual Meeting for calendar year 2025, subject to continued service through the applicable vesting date.

Represents the balance as of the date that this Form 4 is filed. Subsequent to the date of the transaction being reported herein, the Reporting Person purchased 8,605 shares of Class A Common Stock, as reported on his Form 4 filed on November 21, 2024.