Smith Douglas Homes Corp-A 2024年度报告

FORM10-K (Mark One) OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromtoCommission File Number:001-41917 Smith Douglas Homes Corp. (Exact name of Registrant as specified in its Charter) Registrant’s telephone number, including area code:(770)213-8067 None (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.x Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yeso Nox The aggregate market value of the registrant's Class A common stock held by non-affiliates as of June28, 2024, was $206.7millionbased on the closing price as reported on the New York Stock Exchange on such date. As of March14, 2025, the number of shares of the registrant’s Class A common stock outstanding was approximately8,991,378, andthe number of shares of the registrant’s Class B common stock outstanding was approximately42,435,897. DOCUMENTS INCORPORATED BY REFERENCE Specifically identified portions of the registrant’s definitive proxy statement for use in connection with its 2025 Annual Meeting ofStockholders, which is to be filed with the Securities and Exchange Commission no later than 120 days after December31, 2024, areincorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PageBasis of Presentation2Forward-Looking Statements8Summary Risk Factors9PART I10Item 1.Business10Item 1A.Risk Factors27Item 1B.Unresolved Staff Comments66Item 1C.Cybersecurity66Item 2.Properties67Item 3.Legal Proceedings68Item 4.Mine Safety Disclosures68PART II69Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities69Item 6.[Reserved]69Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations69Item 7A.Quantitative and Qualitative Disclosures About Market Risk85Item 8.Financial Statements and Supplementary Data86Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure113Item 9A.Controls and Procedures113Item 9B.Other Information114Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections114PART III115Item 10.Directors, Executive Officers and Corporate Governance115Item 11.Executive Compensation115Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters115Item 13.Certain Relationships and Related Transactions, and Director Independence115Item 14.Principal Accountant Fees and Services115PART IV116Item 15.Exhibits and Financial Statement Schedules116Item 16.Form 10-K Summary118Signatures119 BASIS OF PRESENTATION Certain Definitions As used in this Annual Report on Form 10-K, unless the context otherwise requires, references to: •“Adjusted return on equity” refers, for us, to pre-tax income attributable to Smith Douglas Holdings LLC tax effected forour anticipated 24.6% federal and state blended tax rate, assuming 100% public ownership to adjust for the impact oftaxes on earnings attributable to Smith Douglas Holdings LLC as if Smith Douglas Holdings LLC was a sub