株探米国株
日本語 英語
エドガーで原本を確認する
0001982518false00019825182025-11-052025-11-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________
FORM 8-K
_______________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 5, 2025
Date of Report (Date of earliest event reported)
_______________________________________________________________
Smith Douglas Homes Corp.
(Exact name of registrant as specified in its charter)
_______________________________________________________________
Delaware 001-41917 93-1969003
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
110 Village Trail, Suite 215
Woodstock, Georgia 30188
(Address of principal executive offices) (Zip Code)
(770) 213-8067
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_______________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Class A common stock, $0.0001 par value per share SDHC The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    x
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 On November 5, 2025, Smith Douglas Homes Corp.



Item 2.02. Results of Operations and Financial Condition.
(the “Company”) announced its financial results for the three and nine months ended September 30, 2025. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).
The information contained in Item 2.02 of this Current Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
The following exhibit relates to Item 2.02 and shall be deemed to be furnished, and not filed:
Exhibit
No.
Description
Press release dated November 5, 2025
104 Cover Page Interactive Data File (embedded within the inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 5, 2025
SMITH DOUGLAS HOMES CORP.
By: /s/ Russell Devendorf
Russell Devendorf
Executive Vice President and Chief Financial Officer

EX-99.1 2 sdhc-20251105xexx991.htm EX-99.1 Document

Exhibit 99.1
picture2a.jpg
Smith Douglas Homes Reports Third Quarter 2025 Results
ATLANTA, November 5, 2025 (Business Wire) – Smith Douglas Homes Corp. (NYSE: SDHC) (“Smith Douglas” or the “Company”) today announced third quarter results for the three and nine months ended September 30, 2025.
Q3 2025 Results as compared to Q3 2024:
•Home closings decreased 3% to 788
•Home closing revenue decreased 6% to $262.0 million
•Home closing gross margin of 21.0% compared to 26.5%
•Net new home orders increased 15.0% to 690
•Pretax income of $17.2 million compared to $39.6 million
•Earnings of $0.24 per diluted share compared to $0.58
•Debt-to-book capitalization of 11.2% compared to 0.8% at December 31, 2024
•Active community count increased 32% to 98 at quarter end
•Total controlled lots increased 36% to 24,300

Greg Bennett, Vice Chairman and Chief Executive Officer, commented, “In the third quarter of 2025, Smith Douglas Homes continued to execute on its long-term goal of becoming a large-scale builder of choice in key markets throughout the South. We made further progress in establishing our presence in newer markets, while continuing to invest and expand our homebuilding footprint in our existing markets. We also remained true to our operating philosophy, which focuses on being asset-light and having efficient construction cycle times. We believe this consistent and disciplined approach to the business has served us well since our inception and will lead to better shareholder returns over time."

Russ Devendorf, Executive Vice President and Chief Financial Officer added, “Smith Douglas posted pretax income of $17.2 million in the third quarter, or earnings of $0.24 per diluted share. Home closing revenue came in at $262.0 million on 788 home closings, while home closing gross margin averaged 21.0%. These results were in line with the guidance we gave last quarter and demonstrate the consistency of our operations and the reliability of our homebuilding model."
Mr. Devendorf continued, “We feel our Company is in great shape as we head into the end of 2025. Our net debt-to-net book capitalization stood at 8.4% at the end of the third quarter, while our active community count was up 32% compared to last year. This combination of financial strength and opportunistic growth gives Smith Douglas the ability to achieve its long-term goals of increasing its market share while staying financially disciplined.”

1


Conference Call & Webcast Information
Management will host a conference call to discuss the Company’s results at 8:30 a.m. Eastern Time on November 5, 2025. Interested parties can dial in using the numbers below or access the call via a webcast link provided in the investor relations section of the Company’s website.
Dial-in Numbers:
Toll Free - North America (+1) 800-715-9871
International: (+1) 646-307-1963
Conference ID: 8459388
Replay Numbers:
Toll Free - North America: (+1) 800-770-2030
Playback Passcode: 8459388
Replay will expire 7 days following the event
About Smith Douglas Homes
Headquartered in Woodstock, Georgia, Smith Douglas Homes completed its initial public offering in January 2024. Since its inception, Smith Douglas has been entrusted by over 18,000 families to fulfill their new home dreams. Ranked a top 50 builder nationally for several years and with 2,867 closings in 2024, Smith Douglas currently holds the #32 position on the Builder Magazine Top 100 list. The Smith Douglas communities are primarily targeted to entry-level and empty-nest homebuyers looking to purchase a new home priced below the Federal Housing Administration loan limit in the metro areas of Atlanta, Birmingham, Central Georgia, Charlotte, Chattanooga, Dallas-Fort Worth, Greenville, Houston, Huntsville, Nashville, Raleigh, and the Alabama Gulf Coast. Smith Douglas offers its homebuyers a personalized, affordable-luxury buying experience at attractive prices.
Investor Relations
Joe Thomas
investors@smithdouglas.com
2


Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s performance, growth, market share, strategic plans and opportunities, financial position, shareholder returns, increasing market share, and the timing of any of the foregoing. These statements are neither promises nor guarantees, but 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, including, but not limited to, the factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as the same may be updated from time to time in our subsequent filings with the Securities and Exchange Commission. These forward-looking statements are based on management’s current estimates and expectations. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.
3


Smith Douglas Homes
Condensed Consolidated Statements of Income
(Unaudited, in thousands, except share and per share amounts)
Three months ended
September 30,
Nine months ended
September 30,
2025 2024 2025 2024
Home closing revenue $ 262,041  $ 277,835  $ 710,687  $ 687,977 
Cost of home closings 207,071  204,140  550,248  505,764 
Home closing gross profit 54,970  73,695  160,439  182,213 
Selling, general, and administrative costs 36,088  34,137  103,789  93,487 
Equity in income from unconsolidated entities (640) (396) (1,457) (800)
Interest expense 898  614  2,336  1,903 
Other expense (income), net 1,388  (245) 1,789  765 
Income before income taxes 17,236  39,585  53,982  86,858 
Provision for income taxes 1,021  1,761  2,622  3,814 
Net income 16,215  37,824  51,360  83,044 
Net income attributable to non-controlling interests and LLC members prior to IPO 14,089  32,477  44,186  71,079 
Net income attributable to Smith Douglas Homes Corp. $ 2,126  $ 5,347  $ 7,174  $ 11,965 
Three months ended
September 30,
Nine months ended
September 30, 2025
Period from January 11,
2024 to September 30, 2024
2025 2024
Earnings per share:
Basic $ 0.24  $ 0.60  $ 0.80  $ 1.35 
Diluted $ 0.24  $ 0.58  $ 0.78  $ 1.30 
Weighted average shares of common stock outstanding:
Basic 9,017,398 8,846,154 8,994,810 8,846,154
Diluted 9,056,364 51,533,407 9,192,482 51,502,413
4


Smith Douglas Homes
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
September 30, 2025 December 31, 2024
(unaudited)
Assets
Cash and cash equivalents $ 14,775  $ 22,363 
Real estate inventory 314,524  277,834 
Deposits on real estate under option or contract 135,756  103,026 
Real estate not owned 28,828  5,830 
Property and equipment, net 9,507  3,775 
Goodwill 25,726  25,726 
Deferred tax asset, net 10,472  10,906 
Other assets 31,971  26,441 
Total assets $ 571,559  $ 475,901 
Liabilities and Equity
Liabilities:
Accounts payable $ 21,101  $ 17,234 
Customer deposits 5,156  5,301 
Notes payable 53,637  3,060 
Liabilities related to real estate not owned 28,828  5,830 
Accrued expenses and other liabilities 25,992  32,348 
Tax receivable agreement liability 10,401  10,401 
Total liabilities 145,115  74,174 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value – 10,000,000 shares authorized; none issued and outstanding as of September 30, 2025 and December 31, 2024 —  — 
Class A common stock, $0.0001 par value – 250,000,000 shares authorized; 9,017,638 and 8,846,154 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
Class B common stock, $0.0001 par value – 100,000,000 shares authorized; 42,435,897 shares issued and outstanding as of September 30, 2025 and December 31, 2024
Additional paid-in capital 59,581  58,208 
Retained earnings 22,593  15,419 
Total stockholders’ equity attributable to Smith Douglas Homes Corp. 82,179  73,632 
Non-controlling interests attributable to Smith Douglas Holdings LLC 344,265  328,095 
Total equity 426,444  401,727 
Total liabilities and equity $ 571,559  $ 475,901 
5


Smith Douglas Homes
Summary Cash Flow Information
(Unaudited, dollars in thousands)
Nine months ended
September 30,
2025 2024
Net cash (used in) provided by operating activities $ (41,094) $ 13,655 
Net cash used in investing activities (5,573) (3,780)
Net cash provided by (used in) financing activities 39,079  (5,936)
Net (decrease) increase in cash and cash equivalents (7,588) 3,939 
Cash and cash equivalents, beginning of period 22,363  19,777 
Cash and cash equivalents, end of period $ 14,775  $ 23,716 
Smith Douglas Homes
Selected Other Operating Data
(Unaudited, dollars in thousands)
Three months ended
September 30,
Nine months ended
September 30,
2025 2024 2025 2024
Home closings 788 812 2,128 2,031
ASP of homes closed $ 333 $ 342 $ 334 $ 339
Net new home orders 690 600 2,194 2,080
Contract value of net new home orders $ 231,818 $ 205,164 $ 737,957 $ 708,446
ASP of net new home orders $ 336 $ 342 $ 336 $ 341
Cancellation rate(1)
11.2% 11.4% 9.7% 11.3%
Backlog homes (period end)(2)
760 961 760 961
Contract value of backlog homes (period end) $ 258,732 $ 332,035 $ 258,732 $ 332,035
ASP of backlog homes (period end) $ 340 $ 346 $ 340 $ 346
Active communities (period end)(3)
98 74 98 74
Controlled lots (period end):
Homes under construction 1,098 1,135 1,098 1,135
Owned lots 641 611 641 611
Optioned lots 22,561 16,132 22,561 16,132
Total controlled lots 24,300 17,878 24,300 17,878
(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.
6


Smith Douglas Homes
Selected Financial Information by Segment
(Unaudited, dollars in thousands)
Home Closing Revenue
Three months ended
September 30,
2025 2024 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 $ 166,625  493  $ 338  $ 189,128  534  $ 354  (12) % (8) % (5) %
Central 95,416  295  323  88,707  278  319  % % %
Total $ 262,041  788  $ 333  $ 277,835  812  $ 342  (6) % (3) % (3) %
Nine months ended
September 30,
2025 2024 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 $ 446,110  1,292  $ 345  $ 417,015  1,186  $ 352  % % (2) %
Central 264,577  836  316  270,962  845  321  (2) % (1) % (2) %
Total $ 710,687  2,128  $ 334  $ 687,977  2,031  $ 339  % % (1) %
Backlog
As of September 30, 2025 2024 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 430  $ 151,463  $ 352  584  $ 211,339  $ 362  (26) % (28) % (3) %
Central 330  107,269  325  377  120,696  320  (12) % (11) % %
Total 760  $ 258,732  $ 340  961  $ 332,035  $ 346  (21) % (22) % (2) %
Controlled Lots
As of September 30, 2025 2024 Period over period change
Owned(1)
Optioned Total Controlled
Owned(1)
Optioned Total Controlled
Owned(1)
Optioned Total Controlled
Southeast 961  15,039  16,000  908  12,118  13,026  6 % 24 % 23 %
Central 778  7,522  8,300  838  4,014  4,852  (7 %) 87 % 71 %
Total 1,739  22,561  24,300  1,746  16,132  17,878  % 40 % 36 %
(1)Includes homes under construction and owned lots.
7


Net Income
Three months ended
September 30,
Nine months ended
September 30,
2025 2024
Period over
period change
2025 2024
Period over
period change
Southeast $ 20,854 $ 39,765 $ (18,911) $ 66,700 $ 86,368 $ (19,668)
Central 5,393 9,762 (4,369) 18,748 33,381 (14,633)
Segment total 26,247 49,527 (23,280) 85,448 119,749 (34,301)
Other(1)
(10,032) (11,703) 1,671 (34,088) (36,705) 2,617
Total $ 16,215 $ 37,824 $ (21,609) $ 51,360 $ 83,044 $ (31,684)
(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.
Non-GAAP Financial Measures
In addition to our results determined in accordance with generally accepted accounting principles in the U.S. (“GAAP”), this press release includes net debt-to-net book capitalization and adjusted net income.
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:
8


As of
(in thousands, except percentages)
September 30,
2025
December 31,
2024
Notes payable $ 53,637 $ 3,060
Equity 426,444 401,727
Total capitalization $ 480,081 $ 404,787
Debt-to-book capitalization 11.2% 0.8%
Notes payable $ 53,637 $ 3,060
Less: cash and cash equivalents 14,775 22,363
Net debt 38,862 (19,303)
Equity 426,444 401,727
Total net capitalization $ 465,306 $ 382,424
Net debt-to-net book capitalization 8.4% (5.0)%
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 a 24.6% 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,
2025 2024 2025 2024
Net income $ 16,215  $ 37,824  $ 51,360  $ 83,044 
Provision for income taxes 1,021  1,761  2,622  3,814 
Income before income taxes 17,236  39,585  53,982  86,858 
Tax-effected adjustments(1)
4,240  9,710  13,280  21,306 
Adjusted net income $ 12,996  $ 29,875  $ 40,702  $ 65,552 
(1)For the three and nine months ended September 30, 2025 and 2024, our tax expenses assume a 24.6% and 24.5% 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).
9