What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-12 compared with 2025-03-12 · 68 added, 57 removed, 219 unchanged (36% of the section changed)

7 unchanged sentences

The forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these statements.

These factors include the matters discussed under “Risk Factors” in our Registration Statement on Form S-1 and those described elsewhere in this Form 10-K and from time to time in future reports that we file with the Securities and Exchange Commission.

These factors include the matters discussed under “Risk Factors” described elsewhere in this Form 10-K and from time to time in future reports that we file with the Securities and Exchange Commission.

You should carefully consider the risks and uncertainties described in this Form 10-K.

In this Form 10-K, unless otherwise indicated or the context otherwise requires, “Legacy,” “the Company,” “we,” “us” or “our” refers to Legacy Housing Corporation, a Texas corporation.

In this Form 10-K, unless otherwise indicated or the context otherwise requires, “Legacy,” “the Company,” “we,” “us” or “our” refer to Legacy Housing Corporation, a Texas corporation.

We build, sell, and finance manufactured homes and “Tiny Houses” that are distributed through a network of independent retailers and company-owned stores and also sold directly to manufactured home communities.

The company was founded in 2005, and our corporate office is located in Bedford, Texas (between Dallas and Fort Worth).

We completed our initial public offering (the “IPO”) in December 2018 and our common stock trades on The NASDAQ Global Select Market under the symbol “LEGH.”

We are the one of the largest producers of manufactured homes in the United States.

We completed our initial public offering in December 2018 and our common stock trades on The Nasdaq Global Select Market under the symbol “LEGH.”

We are one of the largest producers of manufactured homes in the United States.

With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 395 to 2,667 square feet consisting of 1 to 5 bedrooms, and 1 to 3 1 / 2 bathrooms.

Our homes range in price, at retail, from approximately $47,000 to $200,000.

During 2024, we sold 2,471 home sections (which are entire modules or single floors).

During 2025, we sold 1,703 units (which are entire homes or single floors).

Our homes address the significant need in the United States for affordable housing.

This need for affordable housing is being driven by a nationwide trend of increasing rental rates for housing, higher prices for site-built homes and decreasing percentages of home ownership among portions of the U.S.

This need is being driven by a nationwide trend of increasing rental rates for housing, higher prices for site-built homes, and decreasing percentages of home ownership among portions of the U.S.

Our customers typically have annual household incomes of less than $75,000 and include young and working class families, as well as persons age 55 and older.

In 2022, there were approximately 62,162,000 households in the United States with annual household incomes of less than $75,000, representing 50% of all U.S.

households, according to the Current Population Survey published by the U.S.

Census Bureau.

In 2024, an estimated 63 million U.S.

households had annual incomes below $75,000, representing slightly less than half of all households, according to the U.S.

Census Bureau’s Current Population Survey Annual Social and Economic Supplement.

We believe our company is one of the most vertically integrated in the manufactured housing industry, allowing us to offer a complete solution to our customers.

7 unchanged sentences

Our homes are marketed under our premier “Legacy” brand name and, as of December 31, 2025, are sold to consumers, primarily across 15 states through a network of over 80 independent retail locations, 14 company-owned retail locations, and through direct sales to owners of manufactured home communities.

Our 13 company-owned retail locations, including 12 Heritage Housing stores and one Tiny House Outlet stores, exclusively sell our homes.

We offer three types of financing solutions to our customers.

4 unchanged sentences

Our Market Opportunity

Manufactured housing is a competitive alternative to other forms of affordable housing, whether new or existing, or located in urban, suburban or rural areas.

Our target market of manufactured home buyers consists of households with total annual income below $75,000 which comprised 47% of total U.S.

households in 2023.

Manufactured housing is a competitive alternative to other forms of affordable housing, whether new or existing, and whether located in urban, suburban, or rural areas.

Our target market of manufactured home buyers consists of households with total annual income below $75,000, which, according to third-party estimates, encompasses roughly one-half of U.S.

households as of 2025.

Our target U.S.

age group is wide, ranging from young families who are often first-time homebuyers to older homebuyers who may be downsizing or moving towards a more rural lifestyle.

The comparatively low all-in cost of fully-equipped manufactured housing is attractive to our target consumers.

The chart below highlights the increasing all-in average sales price per square foot difference between a new manufactured home and a new site-built home (excluding land).

Census Bureau, the Institute for Building Technology and Safety, and the Manufactured Housing Institute.

Manufactured homes are an attractive alternative for consumers as new single-family home prices have risen over the past several years.

As shown in the chart below, there is a growing gap between the average sale price for new single-family homes (including the land on which they were built) and the price of the average manufactured home.

Census Bureau, the Institute for Building Technology and Safety, and the Manufactured Housing Institute.

Additionally, innovative engineering and design, as well as efficient production techniques, including the advent and development of the “tiny house” market, continue to position manufactured homes as a viable housing alternative.

Demand for high-quality affordable housing below $150,000 has also been driven by increasing rental rates for housing, higher prices for site-built homes, decreasing percentages of home ownership among portions of the U.S.

population and stagnant U.S.

Census Bureau.

The manufactured housing industry shipped 89,200 manufactured homes in 2023 and 112,882 manufactured homes in 2022 according to data published by the U.S.

Census Bureau.

Manufactured housing shipments represent approximately 4% of total completed privately owned housing units.

Census Bureau

The comparatively low all-in cost of fully equipped manufactured housing remains attractive to our target consumers, especially in an environment of elevated mortgage rates and constrained site-built housing supply.

The affordability gap between manufactured homes and site-built homes has widened over the last decade on both a total price and a price-per-square-foot basis.

Recent industry data show that in 2024 the average manufactured home (single- and multi-section combined) sold for approximately $85 per square foot, while a new site-built single-family home (excluding land) averaged roughly $165 per square foot—meaning factory-built homes can be nearly 50% less expensive on a structural, per-square-foot basis.

The chart below is intended to highlight the increasing all-in average sales price per square foot difference between new manufactured homes and new site-built homes (excluding land) over time.

Census Bureau, Manufactured Housing Survey (average sales price and size of new manufactured homes), and publicly available data on new single-family site-built home construction costs (structure only, excluding land).

Manufactured homes are also an attractive alternative for consumers as new single-family home prices (including land) have risen over the past several years and remain at historically high levels relative to incomes.

Third-party data indicate that in 2024 the average manufactured home sold for approximately $120,000–$125,000, compared to an estimated median single-family home value of approximately $365,000–$370,000, implying that manufactured homes are roughly two-thirds less expensive on a headline price basis, before considering land.

The chart below illustrates the growing gap between the average sale price for new single-family homes (including the land on which they were built) and the price of the average manufactured home.

Census Bureau, Manufactured Housing Survey (average sales price of new manufactured homes), and publicly available U.S.

housing market data for median single-family home values.

Additionally, innovative engineering and design, as well as efficient production techniques, including the advent and development of the “Tiny Houses” market and other small-footprint homes, continue to position manufactured homes as a viable housing alternative for value-conscious buyers.

Demand for high-quality affordable housing below approximately $150,000 has been driven by increasing rental rates for housing, higher prices for site-built homes, stagnant or modest wage growth for many households, and declining homeownership rates among certain demographic groups.

These macroeconomic and demographic trends support long-term demand for manufactured housing as an accessible path to homeownership.

The manufactured housing industry shipped 112,882 manufactured homes in 2022 and 89,169 manufactured homes in 2023, reflecting a cyclical downturn in production following strong activity in 2021–2022.

Industry shipments recovered in 2024 to approximately 103,300 homes, and as of mid-2025 the annualized shipment rate was approximately 106,000 homes, indicating renewed growth in factory-built housing even as the broader single-family housing market remains constrained.

Manufactured housing shipments still account for a mid-single-digit percentage of total completed or started single-family housing units in the United States, suggesting significant long-term opportunity for further penetration as policymakers and consumers increasingly view factory-built housing as part of the solution to the national housing shortage.

Census Bureau and U.S.

Department of Housing and Urban Development, Manufactured Housing Survey and related datasets (shipments of new manufactured homes), and Manufactured Housing Institute analyses of manufactured home shipments as a share of new single-family housing starts and sales.

Our Competitive Advantages

8 unchanged sentences

Altogether, our ability to offer our customers a range of home sizes and styles, as well as sophisticated design and customization, allows us to accommodate virtually all reasonable customer requests.

integration enables us to respond quickly to our customers’ needs and modify designs during the construction process.

Our vertical integration enables us to respond quickly to our customers’ needs and modify designs during the construction process.

● Manufacturing Facilities Strategically Located Near Customers in Key Markets.

24 unchanged sentences

● Strong Alignment of Interests through Co-Founders’ Ownership.

We believe that our interests are strongly aligned with our stockholders as our co-founders, Curtis D.

Hodgson (Director) and Kenneth E.

Shipley (Executive Vice President and Chairman of the Board of Directors) own a significant percentage of outstanding shares.

We believe that our interests are strongly aligned with our shareholders as our co-founders, Curtis D.

Hodgson (Executive Chairman of the Board) and Kenneth E.

Shipley (Chief Executive Officer and Director) own a significant percentage of outstanding shares.

By providing structural and economic alignment with the performance of our company, Messrs.

Hodgson’s and Shipley’s continuing controlling interests are aligned with those of our investors.

We believe that the controlling interests and involvement of our co-founders has led to the creation of value for our stockholders.

Hodgson’s and Shipley’s continuing significant interests are aligned with those of our investors.

We believe that the controlling interests and involvement of our co-founders has led to the creation of value for our shareholders.

Our Growth Strategy

We have a strong operating history of investing in successful growth initiatives over the past 20 years.

The solution we are able to provide for our customers, as a result of the vertical integration of our company, enhances our brand recognition as a leading producer, results in higher and more efficient utilization of our manufacturing factories and expands our direct-to-consumer outreach on the competitive advantages of our wide variety of customizable homes.

and expands our direct-to-consumer outreach on the competitive advantages of our wide variety of customizable homes.

This operational focus has enabled us to maintain strong margins and to increase net income over the years.

12 unchanged sentences

We have opportunities to work with our development partners on such projects and view these opportunities as an important driver for both the sale of more homes and the expansion of our commercial loan portfolios.

● Pursue Selective Development Opportunites.

● Pursue Selective Development Opportunities.

We seek to grow through selective acquisition of developable land in proximity to our manufacturing footprint.

6 unchanged sentences

Our company-owned stores, on average, carry higher gross margins due to our ability to select critical markets and develop highly- trained sales representatives who possess a deep understanding of our business and customer needs.

AmeriCasa Solutions Acquisition

Effective November 1, 2025, we completed the acquisition of substantially all of the assets and certain membership interests of AmeriCasa Solutions LLC and certain affiliated entities (“AmeriCasa”), pursuant to an Asset and Membership Interest Purchase Agreement (the “Agreement”) with AmeriCasa, Norman Newton, Newton VisionCorp2, LLC and Jeff Gainsborough (together with certain other parties, the “Sellers”).

AmeriCasa’s business consisted of the sale and distribution of manufactured housing, related real property leasing and sales, financing and insurance services, and the operation of the “FutureHomeX” cloud-based SaaS platform for manufactured home retailers and communities.

Under the Agreement, we acquired (i) substantially all assets of AmeriCasa used in its business, including intellectual property, real property, inventory, accounts receivable arising after closing, assigned contracts, permits and goodwill, and (ii) 28.75% of the membership interests in AmeriCasa-Corpus Christi, LLC (“Corpus Christi LLC”), free and clear of all encumbrances other than permitted encumbrances.

Certain assets, including cash, specified accounts receivable, excluded contracts, benefit plans and other items set forth in the Agreement, were excluded from the

We assumed only specified liabilities, including certain trade payables and liabilities under assigned contracts arising after the closing, as well as other liabilities set forth in the Agreement.

The aggregate purchase price consisted of $19.9 million, for substantially all of the assets of AmeriCasa Solutions, LLC, the assumption of certain liabilities totaling approximately $1.3 million, and the extinguishment of approximately $500,000 in dealer liability.

A portion of the purchase price, equal to $1.0 million, is being held in escrow for a period of 12 months to secure certain indemnification obligations of the Sellers;

and in addition, the Company has not yet released approximately $400,000 in cash.

We are one of the largest producers of manufactured homes in the United States.

19 unchanged sentences

The finished home is then transported directly to a customer at a retail sales center, work site or manufactured home community.

During the years ended December 31, 2024 and 2023 we sold 2,471 and 2,877 home sections, including 124 and 151 tiny houses, respectively.

We subcontract home production to other manufacturers for delivery in regions of the country that we do not serve from our own factories.

During the years ended December 31, 2025 and 2024 we sold 2,243 and 2,471 home sections (floors), including 134 and 124 Tiny Houses, respectively.

We subcontract home production to other manufacturers for delivery in regions of the country not served from our own factories.

Manufacturing Facilities.

3 unchanged sentences

We currently manufacture a typical home in approximately three to six production days.

For the year ended December 31, 2024, we produced, on average, approximately 39 home sections per week, or 31 fully-completed homes.

For the year ended December 31, 2023 we produced, on average, approximately 47 home sections per week, or 41 fully-completed homes.

For the year ended December 31, 2025, we produced on average 36 home sections per week, or 30 fully-completed homes.

For the year ended December 31, 2024, we produced on average 39 home sections per week, or 31 fully-completed homes.

Raw Materials and Suppliers.

5 unchanged sentences

The inability to obtain any materials used in the production of our homes, whether resulting from material shortages, limitation of supplier facilities or other events affecting production of component parts, may affect our ability to meet or maintain production requirements.

Pricing and availability of certain raw materials fluctuated during 2024 and 2023 due to factors in th e economic environment.

We continue to monitor and react to inflation in these materials by maintaining a focus on our product pricing in response to higher materials costs.

Pricing and availability of certain raw materials fluctuated more during 2025 than in most prior years due to factors in th e economic environment, particularly the significant gyrations in tariffs.

We continue to monitor and react to changes in these materials’ prices and availability by maintaining a focus on our product pricing in response to higher materials costs while adjusting our sourcing when prudent.

We provide the retail home buyer with a one-year limited warranty from the date of purchase covering defects in material or workmanship in home structure, plumbing and electrical systems.

Our warranty does not extend to installation and setup of the home, which is generally arranged by the retailer.

Appliances, carpeting, roofing

and similar items are warranted by their original manufacturer for various lengths of time.

Appliances, carpeting, roofing and similar items are warranted by their original manufacturer for various lengths of time.

At this time, we do not provide any warranties with respect to Tiny Houses.

16 unchanged sentences

We rely on a number of channels in this area, including digital advertising, email marketing, social media and affiliate marketing, as well as through various strategic partnerships.

We participate in industry trade shows and host an annual home show for our customers.

We participate in

industry trade shows and host an annual home show for our customers.

We maintain our website at www.legacyhousing.com.

15 unchanged sentences

Consumer Financing (1)

13.1% average annual contractual rate

13.1% average rate

MHP Community Financing

7.8% average annual contractual rate

8.1% average rate

Dealer Financing (2)

1.0% average monthly contractual rate

(1) Dealer finance includes number of loan agreements which generally is one per dealer

1% average rate monthly

(1) Consumer financing includes 126 purchased loans from the AmeriCasa acquisition.

(2) Dealer finance includes loan agreements (generally one per dealer).

Inventory Financing.

We provide inventory financing for most of our independent retailers for products we manufacture and for pre-owned products.

In an inventory finance arrangement, the Company sells products to our independent retailers and provides financing for the sales.

In an inventory finance arrangement, we sell products to our independent retailers and provide financing for the sales.

The terms of the financing typically include a three year term, a monthly interest payment, an annual curtailment payment and require the retailer to pay the principal amount of the loan to the Company upon the earlier of the sale of the home by the retailer to its customer or the end of the term.

In late 2022 and early 2023, the Company transitioned many of its dealers from a traditional consignment arrangement to an inventory finance arrangement.

We may grant extensions on a case-by-case basis.

Consumer Financing.

4 unchanged sentences

We provide retail consumer financing to consumers who purchase our full-size manufactured homes and Tiny Houses.

We also provide dealer incentive arrangements to encourage our independent retailers to use our financing product.

We also provide dealer incentive arrangements to encourage our independent retailers to use our financing

Under these arrangements, once a customer executes a home purchase agreement with Legacy financing, we pay to the retailer a majority of the retailer’s gross margin, and we retain the remainder.

2 unchanged sentences

We account for this as a dealer incentive liability.

We have not financed, and have no current plans to finance, new homes manufactured by our competitors in the ordinary course of our business.

Manufactured Housing Community Financing.

1 unchanged sentence

We also make loans to community owners for the purpose of acquiring or developing properties and, as part of the arrangement, these community owners contract to buy homes from us.

The manufactured housing industry is highly competitive at both the manufacturing and retail levels and is based upon several factors, including price, product features, reputation for service and quality, depth of distribution,

promotion, merchandising and the terms of retail and wholesale consumer financing.

The manufactured housing industry is highly competitive at both the manufacturing and retail levels.

Competition occurs on numerous levels, including price, product features, reputation for service and quality, depth of distribution, promotion, merchandising and the terms of retail and wholesale consumer financing.

We compete with other producers of manufactured homes and new producers continue to enter the market.

1 unchanged sentence

In addition to our company, there are a number of other national manufacturers competing for a significant share of the manufactured housing market in the United States, including Clayton Homes, Inc., Cavco Industries, Inc.

and Champion Homes, Inc.

and Skyline Champion Corporation.

Certain of these competitors possess greater financial, manufacturing, distribution and marketing resources than we do.

22 unchanged sentences

We believe that our operations substantially comply with applicable federal laws and regulations.

At the same time, Legacy has recently become aware that it may need to obtain certain licenses in order to comply with various state licensing requirements applicable to certain retail financing transactions.

Should Legacy

determine, with its advisors and counsel, that it is required to obtain additional state licenses, Legacy will compose a plan to do so.

Generally, we experience higher sales volume during the months of March through October.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business