Smith Douglas Homes (NYSE: SDHC) CFO has 14,024 shares withheld

Rhea-AI Filing Summary

Smith Douglas Homes Corp. Executive Vice President & Chief Financial Officer Russell Devendorf reported a Form 4 transaction involving Class A common stock. On January 16, 2026, 14,024 shares were withheld at $20.90 per share to pay withholding taxes due upon the vesting of a portion of restricted stock units that were granted to him on January 16, 2024. After this tax withholding transaction, he beneficially owns 285,928 Class A common shares, held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Devendorf Russell

(Last) (First) (Middle)

110 VILLAGE TRAIL, SUITE 215

(Street)

WOODSTOCK GA 30188

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Smith Douglas Homes Corp. [ SDHC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/16/2026		F(1)		14,024(1)	D	$20.9	285,928	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

Remarks:

Executive Vice President & Chief Financial Officer

	/s/ Brett A. Steele, Attorney-in-Fact	01/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did SDHC CFO Russell Devendorf report on this Form 4?

The Form 4 reports that Russell Devendorf, Executive Vice President & Chief Financial Officer of Smith Douglas Homes Corp. (SDHC), had 14,024 shares of Class A common stock withheld on January 16, 2026 to cover withholding taxes related to vesting restricted stock units.

Was the 14,024-share Form 4 transaction for SDHC an open-market sale?

No. The footnote explains that the 14,024 shares of Class A common stock were withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the reporting person, rather than an open-market sale.

How many Smith Douglas Homes (SDHC) shares does the CFO own after this Form 4 transaction?

Following the reported tax withholding transaction, Russell Devendorf beneficially owns 285,928 shares of Smith Douglas Homes Corp. Class A common stock, held directly.

What was the price per share used for the SDHC tax withholding transaction?

The 14,024 shares of Smith Douglas Homes Corp. Class A common stock withheld for taxes were valued at $20.90 per share in the reported transaction.

What is the role of the reporting person in Smith Douglas Homes Corp. (SDHC)?

The reporting person, Russell Devendorf, is identified as an officer of Smith Douglas Homes Corp., with the remarks specifying his title as Executive Vice President & Chief Financial Officer.

What triggered the SDHC CFO’s tax withholding transaction reported on this Form 4?

The tax withholding arose from the vesting of a portion of restricted stock units that were granted to the reporting person on January 16, 2024, leading to the withholding of 14,024 shares to satisfy withholding tax obligations.