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SDHC on NYSE

Smith Douglas Homes Corp.

Smith Douglas Homes Corp. is an American operative builders company based in Woodstock, listed on NYSE (SDHC).1

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Last updated Oct 21, 2026.

Overview

$971.1MRevenue, fiscal 20252
$10.7MNet income, fiscal 20252

Compare with LGI Homes, Green Brick Partners, Inc. or Beazer Homes USA, or pick any stock.

  • TickerSDHC on NYSE1
  • IndustryOperative Builders1
  • HeadquartersWoodstock, Georgia1
  • Incorporated inDE3
  • Business address110 Village Trail, Suite 215, Woodstock, Ga 301883
  • Filer categoryAccelerated filer, Smaller reporting company, Emerging growth company3

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We are 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 maxim…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

21.8%Gross margin2
1.1%Net margin2
-0.4%Revenue growth, 20252
12.3%Return on equity2
-$36.9MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue78¢$758.9M
  • Selling, general and admin14¢$139.8M
  • Other costs6¢$59.2M
  • Income tax0¢$2.5M
  • Profit1¢$10.7M

Out of $971.1M in revenue.2

Financial statements

Revenue62$971.1M in 2025+27% since 2023
0$250.0M$500.0M$750.0M$1.0B2023: $764.6M$764.6M20232024: $975.5M$975.5M2024+28%2025: $971.1M$971.1M2025−0%
Gross profit62$212.2M in 2025−2% since 2023
0$100.0M$200.0M$300.0M2023: $216.3M$216.3M20232024: $255.5M$255.5M2024+18%2025: $212.2M$212.2M2025−17%
Net income62$10.7M in 2025−91% since 2023
0$50.0M$100.0M$150.0M2023: $123.2M$123.2M20232024: $16.1M$16.1M2024−87%2025: $10.7M$10.7M2025−33%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Home closing revenue$971.1M$975.5M
Cost of home closings$758.9M$719.9M
Home closing gross profit$212.2M$255.5M
Selling, general and administrative costs$139.8M$136.4M
Equity in income from unconsolidated entities-$2.1M-$1.2M
Interest expense$3.2M$2.5M
Other expense, net$374.0K$938.0K
Income before income taxes$70.9M$116.9M
Provision for income taxes$2.5M$5.1M
Net income$68.4M$111.8M
Net income attributable to non-controlling interests and LLC members prior to IPO$57.7M$95.8M
Net income attributable to Smith Douglas Homes Corp.$10.7M$16.1M
Basic (in dollars per share)$1.19$1.82
Diluted (in dollars per share)$1.19$1.81
Basic (in shares)9.0M shares8.8M shares
Diluted (in shares)9.2M shares9.1M shares

Compare Smith Douglas Homes Corp. with another company

Corporate structure

Smith Douglas Homes Corp. sits at the top of its group. 20 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Smith Douglas Homes Corp.

  • Smith Douglas Homes Corp. Woodstock, Georgia
    • SDC Realty Central Georgia LLC Subsidiary · Georgia, United States
    • SDC Realty LLC Subsidiary · Georgia, United States
    • SDH Alabama LLC Subsidiary · Georgia, United States
    • SDH Atlanta LLC Subsidiary · Georgia, United States
    • SDH Central Georgia LLC Subsidiary · Georgia, United States
    • SDH Charlotte LLC Subsidiary · Georgia, United States
    • SDH Dallas LLC Subsidiary · Georgia, United States
    • SDH Development Company LLC Subsidiary · Georgia, United States
    • SDH East Tennessee LLC Subsidiary · Georgia, United States
    • SDH Greenville LLC Subsidiary · Georgia, United States
    • SDH Gulf Coast LLC Subsidiary · Georgia, United States
    • SDH Houston LLC Subsidiary · Georgia, United States
    • SDH Management Services LLC Subsidiary · Georgia, United States
    • SDH Nashville LLC Subsidiary · Georgia, United States
    • SDH Raleigh LLC Subsidiary · Georgia, United States
    • SDHB Realty LLC Subsidiary · Georgia, United States
    • Smith Douglas Building Services LLC Subsidiary · Georgia, United States
    • Smith Douglas Holdings LLC Subsidiary · Georgia, United States
    • Trigger Air LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Smith Douglas Homes Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$16.2M2 Dec 31, 2025$8.4M2 Dec 31, 2024+92.0%
Accumulated depreciation$6.5M2 Dec 31, 2025$4.7M2 Dec 31, 2024+39.0%
Property and equipment, net$9.7M2 Dec 31, 2025$3.8M2 Dec 31, 2024+157.5%
Operating-lease assets (leased space)$1.9M2 Dec 31, 2025$3.1M2 Dec 31, 2024−37.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$12.7M2 Dec 31, 2025$22.4M2 Dec 31, 2024−43.0%
Stakes in other companies (equity method)$2.3M2 Dec 31, 2025$1.0M2 Dec 31, 2024+130.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$25.7M2 Dec 31, 2025$25.7M2 Dec 31, 20240%

Properties, in its own words

We are headquartered in Woodstock, Georgia where we own a building consisting of approximately 26,800 square feet of office space. We use this location for our Atlanta Division, which is a part of our Southeast segment, and corporate employee offices. We lease local offices in the markets in which we conduct homebuilding operations.

We believe these facilities are sufficient to meet our current and anticipated future needs and that suitable additional space will be available as needed to accommodate expansion of our operations.

Item 2 of the 10-K filed Mar 12, 2026.5

Leadership

Who has led Smith Douglas Homes Corp., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (9)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • SDC Realty Central Georgia LLC Georgia4
  • SDC Realty LLC Georgia4
  • SDH Alabama LLC Georgia4
  • SDH Atlanta LLC Georgia4
  • SDH Central Georgia LLC Georgia4
  • SDH Charlotte LLC Georgia4
  • SDH Dallas LLC Georgia4
  • SDH Development Company LLC Georgia4
  • SDH East Tennessee LLC Georgia4
  • SDH Greenville LLC Georgia4
  • SDH Gulf Coast LLC Georgia4
  • SDH Houston LLC Georgia4
  • SDH Management Services LLC Georgia4
  • SDH Nashville LLC Georgia4
  • SDH Raleigh LLC Georgia4
  • SDHB Realty LLC Georgia4
  • Smith Douglas Building Services LLC Georgia4
  • Smith Douglas Holdings LLC Georgia4
  • Trigger Air LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 6, 20268-K Results of operations20
  2. Jun 10, 20268-K Shareholder vote21
  3. Apr 29, 20268-K Results of operations22
  4. Mar 11, 20268-K Results of operations23
  5. Nov 5, 20258-K Results of operations24
  6. Aug 6, 20258-K Results of operations25
  7. Jun 9, 20258-K Shareholder vote26
  8. May 28, 20258-K Regulation FD disclosure27
  9. May 21, 20258-K Entered a material agreement; New debt or obligation28
  10. May 14, 20258-K Results of operations29
  11. Mar 12, 20258-K Results of operations30
  12. Nov 12, 20248-K Results of operations31

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.12) a share, on Nov 5, 2025.32

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results20
  2. Apr 29, 2026Reported quarterly or annual results22
  3. Mar 11, 2026Reported quarterly or annual results23
  4. Nov 5, 2025Reported quarterly or annual results24
  5. Aug 6, 2025Reported quarterly or annual results25
  6. May 14, 2025Reported quarterly or annual results29
  7. Mar 12, 2025Reported quarterly or annual results30
  8. Nov 12, 2024Reported quarterly or annual results31

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

171 filings to the SEC since October 2021: 3 annual reports, 8 quarterly reports, 17 major events, 71 insider forms, 47 large holders, 25 other. The latest 20:

  1. Oct 13, 2026SCHEDULE 13G/A EDGAR
  2. Oct 5, 20264 EDGAR
  3. Oct 5, 20264 EDGAR
  4. Oct 5, 20264 EDGAR
  5. Sep 14, 20264 EDGAR
  6. Sep 3, 20264 EDGAR
  7. Aug 26, 20264 EDGAR
  8. Aug 24, 20264 EDGAR
  9. Aug 13, 2026SCHEDULE 13G/A EDGAR
  10. Aug 6, 202610-Q EDGAR
  11. Aug 6, 20268-K EDGAR
  12. Jul 2, 20264 EDGAR
  13. Jul 2, 20264 EDGAR
  14. Jun 10, 20268-K EDGAR
  15. Jun 8, 20264 EDGAR
  16. Jun 8, 20264 EDGAR
  17. Jun 8, 20264 EDGAR
  18. Jun 8, 20264 EDGAR
  19. Jun 8, 20264 EDGAR
  20. Jun 8, 20264 EDGAR

The 171 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

23 open-market trades by officers, directors and large owners since October 2021: 23 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 10, 2026Bradbury Thomas LDirectorBuy19,360$10.31$199.6KForm 4
Sep 2, 2026Bennett Gregory SSee RemarksBuy1,000$11.50$11.5KForm 4
Sep 1, 2026Bennett Gregory SSee RemarksBuy1,000$12.20$12.2KForm 4
Aug 25, 2026Devendorf RussellSee RemarksBuy1,000$12.34$12.3KForm 4
Aug 20, 2026Devendorf RussellSee RemarksBuy1,000$12.68$12.7KForm 4
May 20, 2026Devendorf RussellSee RemarksBuy2,000$10.88$21.8KForm 4
Mar 13, 2026Wedewer Neil BDirectorBuy700$11.38$8.0KForm 4
Mar 13, 2026Devendorf RussellSee RemarksBuy1,000$11.56$11.6KForm 4
Mar 13, 2026Bradbury Thomas LDirectorBuy22,618$11.36$256.9KForm 4
Mar 13, 2026Perdue George Ervin IIIDirectorBuy20,300$12.27$249.1KForm 4
Jun 13, 2025Perdue George Ervin IIIDirectorBuy1,400$18.25$25.6KForm 4
Jun 12, 2025Perdue George Ervin IIIDirectorBuy500$19.40$9.7KForm 4
Jun 11, 2025Perdue George Ervin IIIDirectorBuy3,500$19.74$69.1KForm 4
Jun 10, 2025Perdue George Ervin IIIDirectorBuy1,684$20.17$34.0KForm 4
Jun 4, 2025Perdue George Ervin IIIDirectorBuy2,412$18.83$45.4KForm 4
Jun 3, 2025Perdue George Ervin IIIDirectorBuy10,000$19.09$190.9KForm 4
Jun 2, 2025Perdue George Ervin IIIDirectorBuy6,840$18.34$125.4KForm 4
May 23, 2025Faucett Neill BDirectorBuy7,000$17.36$121.5KForm 4
May 21, 2025Devendorf RussellSee RemarksBuy3,000$16.80$50.4KForm 4
May 16, 2025Jackson Jeffrey TDirectorBuy6,000$18.49$110.9KForm 4

All 23 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Gregory S. Bennett60$1.0M$3.3M48
2025Russell Devendorf53$750.0K$1.8M48
2025Thomas L. Bradbury81$1.0M$1.3M48
2024Executive VicePresident & Chief Financial Officer$650.0K$8.0M48
2024PresidentChief Executive Officer, & Vice Chairman$980.3K$6.3M48
2024Executive Chairman$969.9K$1.2M48

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 62. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Conifer Management, L.L.C.1,433,350$22.3M3.7%No change
Kayne Anderson Rudnick Investment Management LLC974,282$15.1M0.0%−366,939
Beck Mack & Oliver LLC835,065$13.0M0.3%−15,528
First Eagle Investment Management, LLC808,548$12.6M0.0%+423,774
Wellington Management Group Llp622,625$9.7M0.0%−136,171
Wasatch Advisors LP531,223$8.3M0.1%−55,532
Vanguard Capital Management LLC364,949$5.7M0.0%−31,816
BlackRock, Inc.208,862$3.2M0.0%+49,230
Marshall Wace, Llp163,864$2.5M0.0%+61,989
Gilder Gagnon Howe & Co LLC161,307$2.5M0.0%−21,393
D. E. Shaw & Co., Inc.142,986$2.2M0.0%+64,560
Wells Fargo & Company/mn117,508$1.8M0.0%−7,876
Geode Capital Management, LLC103,146$1.6M0.0%−5,350
Jane Street Group, LLC84,735$1.3M0.0%+2,559
Trexquant Investment LP56,477$877.7K0.0%+40,629
Vanguard Fiduciary Trust Co54,044$839.8K0.0%+364
Jpmorgan Chase & Co51,376$770.1K0.0%+19,817
UBS Group AG47,622$740.0K0.0%−647
Goldman Sachs Group Inc46,618$724.4K0.0%+15,934
State Street Corp46,176$717.6K0.0%+3,064
Quent Capital, LLC45,000$699.3K0.0%+15,000
Dimensional Fund Advisors LP43,263$672.3K0.0%+17,964
Morgan Stanley32,795$509.6K0.0%+22,487
Verition Fund Management LLC32,000$497.3K0.0%New
Squarepoint Ops LLC31,818$494.5K0.0%+8,606

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Smith Douglas Homes Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSmith Douglas Homes Corp.1
  • CIK0001982518
  • Employer ID (EIN)93-19690035
  • Filer statusAccelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)1531 Operative Builders1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address110 Village Trail, Suite 215, Woodstock, GA 301881
  • Phone(770) 213-80671
  • Shares outstanding9,051,303 Common Class A shares; 42,435,897 Common Class B shares as of Mar 6, 20265
  • Public float$171.5M as of Jun 30, 20255
  • AuditorErnst & Young LLP, Atlanta, Georgia PCAOB ID 42; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJul 28, 20231
  • Filings171 in all: 4 (61), SCHEDULE 13G/A (26), 8-K (17), 3 (10), 10-Q (8), SCHEDULE 13G (8), SC 13G (7), SC 13G/A (6)1
    All 22 form types

    CORRESP (5), 10-K (3), S-1/A (3), S-8 (3), UPLOAD (3), DEF 14A (2), DEFA14A (2), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRSLTR (1), EFFECT (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 22, 2026
    Latest 8-K (8-K) Aug 6, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, $0.0001 par value per shareSDHCThe New York Stock Exchange

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Smith Douglas Homes Corp. names in Item 1A of its 10-K filed Mar 12, 2026: 75 risks under these headings, as written.5

  • Risks Related to Our Business, Industry, and the Economy
  • Our industry is cyclical and is significantly affected by changes in general and local economic conditions.
  • The housing market may not continue to grow at the same rate, or may decline, and any reduced growth or decline in our markets or for the homebuilding industry generally may materially and adversely affect our business and financial condition.
  • The tightening of mortgage lending standards and mortgage financing requirements, untimely or incomplete mortgage loan originations, and rising mortgage interest rates could adversely affect the availability of mortgage loans for potential purchasers of our homes and thereby materially and adversely affect our business, prospects, liquidity, financial condition, and results of operations.
  • Regional factors affecting the homebuilding industry in our current and future markets could materially and adversely affect us.
  • Interest rate changes, and the failure to hedge against them, may adversely affect us.
  • The homebuilding industry is highly competitive and, if our competitors are more successful or offer better value to our homebuyers, our business could decline.
  • Fluctuations in real estate values may require us to write-down the book value of our real estate assets.
  • Natural and man-made disasters, severe weather, and adverse geologic conditions may increase costs, cause project delays, and reduce consumer demand for housing, all of which could materially and adversely affect us.
  • Because of the seasonal nature of our business, our quarterly operating results fluctuate.
  • Changes to population growth rates in certain of the markets in which we operate or plan to operate could affect the demand for homes in these regions.
  • 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 construction or increase costs and delays in the completion of our homebuilding expenditures.
The other 64 risks
  • Inflation could adversely affect our business and financial results.
  • Our geographic concentration could materially and adversely affect us if the homebuilding industry in our current markets should decline.
  • Difficulties with appraisal valuations in relation to the proposed sales price of our homes could force us to reduce the price of our homes for sale.
  • If the market value of our inventory or controlled lot position declines, our profits could decrease, and we may incur losses.
  • A major health and safety incident relating to our business could be costly in terms of potential liabilities and reputational damage.
  • Risks Related to the Operation of Our Business
  • Our business model, which is dependent upon our ability to purchase and develop land at competitive prices and the ability of our homebuyers to be able to finance their home purchases through mortgage financing
  • at accessible rates, can be substantially impacted by adverse changes in general economic conditions outside our control.
  • Our inability to successfully identify, secure, and control an adequate inventory of lots at reasonable prices could adversely impact our operations.
  • Our business and results of operations are dependent on the availability, skill, and performance of trade partners.
  • A shortage or increase in the costs of building materials could delay or increase the cost of home construction, which could have an adverse material impact on our business.
  • Utility shortages or price increases could have an adverse impact on operations.
  • Increases in our home cancellation rate could have a negative impact on our home closing revenue and home closing gross margins.
  • We are subject to warranty and liability claims arising in the ordinary course of business that can be significant.
  • If we are unable to develop our communities successfully or within expected timeframes, our results of operations could be adversely affected.
  • We may be unable to obtain suitable bonding for the development of our communities.
  • We may suffer significant financial harm and loss of reputation if we do not comply, cannot comply, or are alleged to have not complied with applicable laws, rules and regulations concerning our classification and compensation practices for independent contractors.
  • Poor relations with the residents of our communities could negatively impact sales, which could cause our revenues or results of operations to decline.
  • Our business depends on our ability to build and maintain a strong reputation and to receive favorable homebuyer reviews. If we receive negative reviews, complaints, negative publicity or otherwise fail to live up to expectations, it could materially adversely affect our business, results of operations, and growth prospects.
  • We may engage in joint venture or other unconsolidated entity investments which could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of our joint venture partners, and disputes between us and our joint venture partners.
  • We could be adversely affected by efforts to impose joint employer liability on us for labor, safety, or worker’s compensation law violations committed by our trade partners.
  • Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties for reasonable prices in response to changing economic, financial, and investment conditions may be limited, and we may be forced to hold non-income producing properties for extended periods of time.
  • There are various potential conflicts of interest in our relationship with founder and Executive Chairman Tom Bradbury, which could result in decisions that are not in the best interest of our stockholders.
  • Our future success depends upon our ability to successfully adapt our business strategy to evolving home buying patterns and trends.
  • We cannot make any assurances that our growth or expansion strategies will be successful, and we may incur a variety of costs to engage in such strategies, including through targeted acquisitions, and the anticipated benefits may never be realized.
  • We may experience difficulties in integrating the operations of potential future acquisitions into our business or we may experience challenges in realizing expected benefits of each such acquisition.
  • We rely on SMART Builder, an enterprise resource planning system that we exclusively license from an entity affiliated with the Founder Fund, for managing our construction process and work-flow scheduling. If SMART Builder fails to adequately perform these functions or experiences an interruption in its operation, our business and results of operations could be adversely affected.
  • Risks Related to Other Legal, Regulatory, and Tax Matters
  • Any limitation on, or reduction or elimination of, tax benefits associated with homeownership would have an adverse effect upon the demand for homes, which could be material to our business.
  • New and existing laws and regulations or other governmental actions may increase our expenses, limit the number of homes that we can build, or delay completion of our communities.
  • Changes in U.S. trade policies and retaliatory responses from other countries may significantly increase the costs or scarcity of supplies of building materials and products used in our homes.
  • We and our trade partners are subject to environmental, health, and safety laws and regulations, which may increase our costs, result in liabilities, limit the areas in which we can build homes, and delay completion of our communities.
  • Concerns about greenhouse gas emissions and the potential risks associated with climate change have led to regulation and other actions that can have an adverse impact on our activities, operations, and profitability and on the availability and price of certain raw materials.
  • Evolving and varied expectations relating to environmental, social and governance (“ESG”) issues could adversely impact our reputation, cost of capital, and financial results.
  • The success of our business depends on our ability to obtain, maintain, protect, and enforce our intellectual property rights.
  • If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest.
  • If third parties claim that we infringe upon their intellectual property rights, our operating profits could be adversely affected.
  • We rely on licenses to use the intellectual property rights of third parties which are incorporated into our products, services, and offerings.
  • Perceived or actual information system failures, cybersecurity incidents or attacks, or other security incidents suffered by us or our critical third-party vendors could adversely affect us.
  • Risks Related to Our Organizational Structure
  • Our principal asset is our interest in Smith Douglas Holdings LLC, and, as a result, we depend on distributions from Smith Douglas Holdings LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Smith Douglas Holdings LLC’s ability to make such distributions may be subject to various limitations and restrictions.
  • The Tax Receivable Agreement with the Continuing Equity Owners requires us to make cash payments to them 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.
  • In certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Owners may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
  • We will not be reimbursed for any payments made to the Continuing Equity Owners under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
  • Changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition.
  • If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), including as a result of our ownership of Smith Douglas Holdings LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
  • We depend on key management personnel and other experienced employees.
  • Our current financing arrangements contain, and our future financing arrangements likely will contain, restrictive covenants.
  • We expect to use leverage in executing our business strategy, which may adversely affect the return on our assets.
  • Our PPP Loan eligibility and forgiveness, while approved, remains subject to audit for compliance with applicable Small Business Administration (“SBA”) requirements.
  • Risks Related to The Ownership of Our Class A Common Stock
  • The Continuing Equity Owners have significant influence over us, including control over decisions that require the approval of stockholders.
  • Our stock price may change significantly, and you may not be able to resell shares of our Class A common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.
  • We cannot predict the effect our dual class structure may have on the market price of our Class A common stock.
  • Non-U.S. Holders may be subject to U.S. federal income tax on gain realized on the sale or disposition of shares of our Class A common stock.
  • We are a “controlled company” within the meaning of the rules of the Exchange and, as a result, we qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
  • Certain provisions of Delaware law and antitakeover provisions in our organizational documents could delay or prevent a change of control.
  • We are subject to financial reporting and other requirements as a public company for which our accounting and other management systems and resources may not be adequate.
  • The JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC. We cannot be certain if this reduced disclosure will make our Class A common stock less attractive to investors.
  • We are a “smaller reporting company” and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
  • Because we have no current plans to pay regular cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.
  • An active, liquid trading market for our Class A common stock may not be sustained, which may cause our Class A common stock to trade at a discount and make it difficult for you to sell the Class A common stock you purchase.
  • Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the United States are the exclusive forum for the resolution of any complaint asserting a cause of action arising under the
  • Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • If securities analysts issue an adverse or misleading opinion about our business or if they downgrade our stock or our sector, or if there is any fluctuation in our credit rating, our stock price and trading volume could decline.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our Class A common stock to decline.

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.

The opening of Item 3, Legal Proceedings.5

Sources

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