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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-12 · 265 added, 359 removed, 346 unchanged (64% of the section changed)

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Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control over financial reporting.

In light of the conclusion that our disclosure controls and procedures are considered ineffective as of December 31, 2024, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regard to this annual report.

In light of the conclusion that our disclosure controls and procedures were ineffective as of December 31, 2025, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regard to this annual report.

Accordingly, the Company believes, based on its knowledge, that:

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The material weaknesses in internal control over financial reporting as of December 31, 2025 are summarized as follows:

● We determined that we have not sufficiently designed, implemented, monitored or tested control activities, and we have not adequately maintained documentation or performed reviews and approvals of certain of these control activities;

● We determined that control activities are not sufficiently designed, implemented, monitored or tested, and there is a lack of documentation, review and approval of certain of these control activities, including adequate segregation of duties;

● We determined that we do not have sufficient qualified accounting personnel to support the preparation of financial statements that comply with U.S.

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During the three months ended December 31, 202 5, no director or officer of the Company adopted or terminated a “Rule 10 b 5 -1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Our Insider Trading and Confidentiality Notice to Company Personnel, filed herewith, provides guidelines on insider trading for all company employees.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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The following table identifies our executive officers and directors as of the date of this filing.

Executive Officers and Employee Directors

Founder and Director

Founder, Executive Vice President and Chairman of the Board

President and Chief Executive Officer

Founder and Executive Chairman of the Board

Founder, Chief Executive Officer, and Director

Chief Financial Officer

Non ‑ Employee Directors

The following information provides a brief description of the business experience of each executive officer and director.

Executive Officers and Employee Directors

Hodgson co founded our company in 2005, served as our Co Chief Executive Officer from January 2018 to February 2019, as our Executive Chairman through December, 2024, and currently serves as a member of our Board of Directors.

Hodgson co-founded our company in 2005 and has served as our Co-Chief Executive Officer from January 2018 to February 2019, our Executive Chairman through December 2024, and our Executive Chairman of the Board since October 2025.

He has been a member of our Board of Directors since January 2018.

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Hodgson served as a partner of the company’s predecessor, Legacy Housing, Ltd., and controlled its general partner.

Over the past 38 years, Mr.

Over the past almost 40 years, Mr.

Hodgson has owned and operated several manufactured home retail operations and manufactured housing communities in Texas.

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Hodgson earned a B.S.

in Engineering from the University of Michigan and J.D.

degree in Engineering from the University of Michigan and J.D.

from The University of Texas.

Hodgson is our co-founder and one of our largest stockholders.

Hodgson’s prior experience on the Board, with the Company, and in the manufactured housing industry make him well qualified to serve on the Board.

Shipley co founded our company in 2005, served as our Co Chief Executive Officer from January 2018 to February 2019, served as our President and sole Chief Executive Officer from February 2019 to June 2022, and currently serves as Chairman of the Board of Directors and Executive Vice President of the Company.

Hodgson is our co-founder and one of our largest shareholders.

Hodgson’s experience on the Board with our company, and in the manufactured housing industry, makes him well qualified to serve on the Board.

Shipley co-founded our company in 2005, and has served as our Co-Chief Executive Officer from January 2018 to February 2019, President and sole Chief Executive Officer from February 2019 to June 2022, Chairman of the Board of Directors and Executive Vice President from July 2022 to October 2025, and Chief Executive Officer on an interim basis since October 10, 2025.

He has been a member of our Board of Directors since January 2018.

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Since 1981, he has also owned and operated Bell Mobile Homes in Lubbock, Texas, a manufactured home retailer.

Shipley is our co-founder and one of our largest stockholders.

Shipley’s prior experience on the Board, with the Company, and in the manufactured housing industry make him well qualified to serve on the Board.

Duncan Bates joined our company in June 2022 and serves as President and Chief Executive Officer.

In this capacity, he oversees the Company’s day-to-day operations and reports directly to the Board of Directors.

Before joining Legacy, Mr.

Bates served as Senior Vice President, Mergers & Acquisitions of Arcosa Inc., a publicly traded infrastructure products company.

Under his leadership, Arcosa executed 16 acquisitions and 2 divestitures in a three and ½ year period to reposition its portfolio around growth-oriented, high-margin products.

Previously, he served as a Vice President in the Industrials Investment Banking Group at Stephens Inc.

from June 2015 to August 2018.

From February 2012 to June 2015, he worked in the Energy Investment Banking Group at Seaport Global Securities, LLC.

began his career in New York at Willis Re Inc.

in July 2010.

Bates received his B.S.

Management degree with a double major in Finance and Legal Studies from Tulane University.

Bates resigned from the Company’s Board of Directors upon his appointment as the President and Chief Executive Officer.

Jeffrey Fiedelman joined our company in September 2023 and serves as Chief Financial Officer.

In this capacity, he oversees the Company’s finances, including all accounting systems and financial reporting.

Before joining Legacy, Mr.

Fiedelman managed his own consulting firm that provided CFO and transactional advisory services to middle market companies.

Prior to that, Mr.

Fiedelman was the CFO of Pioneer Wine & Spirits, a wholesaler of fine wines and artisanal spirits that was acquired in 2019.

Previously, Mr.

Fiedelman was the CFO of Oryon Technologies, a privately held licensor, developer, and manufacturer of a patented lighting technology, and CFO of Substrate Technologies Inc., a venture-backed developer and manufacturer of semiconductor components.

Fiedelman also held senior management positions in corporate finance, operations, and marketing at Alcatel (now Nokia).

Fiedelman began his career as a consultant with Andersen Consulting (now Accenture).

Fiedelman has a B.S.

in Electrical Engineering from Stanford University and an M.B.A.

from The Wharton School of the University of Pennsylvania.

Non-Employee Directors

Stouder was elected to our Board of Directors at the 2020 annual meeting of stockholders.

He has served as the Vice President and Global Controller at E2open, LLC, a leading provider of cloud-based supply chain software and solutions, since August 2019.

Previously, he served as the Chief Financial Officer at Global Resale, LLC, a global leader in aftermarket services and reverse logistics for IT hardware, from 2018 to 2019.

From 2015 to 2018, Mr.

Stouder served as the Corporate Controller at NBG Home, the largest provider of affordable home décor products, with manufacturing and distribution facilities across the United States and internationally.

From 2000 to 2015, he served at Dell, Inc.

in various accounting and finance positions including SEC Reporting Manager, Global Sales Controller, and Finance Director for Dell Services.

Stouder began his career at Arthur Andersen LLP in the Dallas office, where he worked in the audit practice as staff, senior, and audit manager from 1994 to 2000.

Stouder received his B.B.A.

Accounting degrees from Texas Tech University and is a certified public accountant.

Stouder’s 25 years of experience in accounting, finance, audit, corporate governance, mergers, and investor relations make him well qualified to serve on the Board.

Ferguson was elected to our Board of Directors in 2023.

He has practiced law as a Texas attorney since 2005 and was a certified as public accountant in 2006.

Shipley is our co-founder and one of our largest shareholders.

Shipley’s experience on the Board with our company, and in the manufactured housing industry makes him well qualified to serve on the Board.

Langbert joined our company as Chief Financial Officer on December 18, 2025.

Before joining us, Mr.

Langbert provided advisory services to and invested in early-stage companies from 2022 to 2025.

Langbert served as the President of Plush Suites, which developed an all-suite, upscale extended-stay hotel product, from June 2016 to March 2023, and was the owner of Langbert Financial, a privately held factoring company with additional interests in franchise ownership and development, from November 2002 to May 2016.

Langbert also founded Alight, a VC-backed internet retailer, in 1999, and Consolidated Route, a large route operator of gaming equipment, in 1995.

Langbert began his career in finance and accounting with Electronic Data Systems (now HP Enterprise Services), at which time he earned a Certified Management Accountant certification.

Langbert has a BBA degree in Finance with Honors from The University of Texas at Austin and an MBA from Harvard Business School.

Ferguson was elected to our Board of Directors in December 2023.

He has practiced law as a Texas attorney since 2005 and was a certified public accountant in 2006.

He currently owns and manages a portfolio of oil and gas interests concentrated in West Texas and real estate holdings in the Rio Grande Valley.

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He was commissioned as an officer in the United States Air Force, where he continues to serve in the Reserve component.

Ferguson’s experience on audit, compliance, and regulatory issues make him well qualified to serve on of the Board.

Howton was elected to our Board of Directors in 2024.

Ferguson’s experience on audit, compliance, and regulatory issues make him well qualified to serve on the Board.

Howton was elected to our Board of Directors in December 2024.

She has practiced law as a Dallas-based attorney since 2013, and she currently serves as the Mass Torts Practice Group Leader at the Rogge Dunn Group, PC, where she handles product liability claims against major corporations nationwide.

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Howton served as a Dallas CASA for more than five years.

Howton currently serves as a committee chair for Attorneys Serving the Community, a position she has held for nearly ten years, and as a Vice President on the Board of Directors for the Dallas Women Lawyers Association.

Howton’s experience on compliance, regulatory, and corporate governance issues make her well qualified to serve on the Board.

Howton currently serves as a committee chair for Attorneys Serving the Community, a position she has held for 10 years, and as a Vice President on the Board of Directors for the Dallas Women Lawyers Association.

Howton’s experience on compliance, regulatory, and corporate governance issues makes her well qualified to serve on the Board.

Stouder was elected to our Board in December 2020.

Stouder is the Chief Accounting Officer at Tungsten Automation, a global leader in intelligent workflow automation since October 2025.

Stouder’s career spans over 30 years, leading global accounting and finance organizations across software, manufacturing, and IT hardware industries.

Prior to Tungsten Automation, Mr.

Stouder served as Vice President and Global Controller at E2open, LLC from August 2019 to September 2025.

Stouder has also previously held leadership roles at Global Resale, NBG Home and Dell Technologies.

Stouder began his career at Arthur Andersen LLP in the Dallas office, where he worked in the audit practice from 1994 to 2000.

Stouder received his B.B.A.

Accounting degrees from Texas Tech University and is a certified public accountant.

Stouder’s 30 years of experience in accounting, finance, audit, corporate governance, mergers and investor relations makes him well qualified to serve on our Board.

There are no family relationships among any of the executive officers or directors.

Board Composition

Our business and affairs are managed under the direction of our Board of Directors.

The number of directors is determined by our board of directors, subject to the terms of our certificate of incorporation and bylaws.

The number of directors is determined by our Board of Directors, Certificate of Formation and Bylaws.

Our Board of Directors currently consists of five members.

Director Independence

Our common stock trades on The NASDAQ Global Select Market.

Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors.

In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees must be independent.

Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A 3 under the Exchange Act.

In order to be considered independent for purposes of Rule 10A 3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:

(i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors undertook a review of its composition, the composition of its committees and the independence of each director.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Jeffrey K.

Stouder, Brian J.

Ferguson and Skyler M.

Howton, representing a majority of our directors, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under Nasdaq rules.

Board Committees

Our Board of Directors has three standing committees:

an audit committee, a compensation committee and a nominating and corporate governance committee.

an Audit Committee, a Compensation Committee and a Nominations and Corporate Governance Committee.

Under Nasdaq rules, the membership of each committee consists entirely of independent directors.

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The Audit Committee is responsible for assisting the Board in its oversight of:

(i) the integrity of the consolidated financial statements of the Company;

(ii) the Company’s compliance with legal and regulatory requirements;

(iii) the independent auditor’s qualifications and independence, and (iv) the performance of the Company’s internal audit function.

The members of our Audit Committee currently are Jeffrey Stouder (Chair), Brian Ferguson and Skyler Howton.

the integrity of the consolidated financial statements of the Company;

(ii) the Company’s compliance with legal and regulatory requirements, and (iii) the independent auditor’s qualifications and independence.

The members of our Audit Committee currently are Jeffrey K.

Stouder (Chair), Brian J.

Ferguson, and Skyler M.

A copy of our Audit Committee Charter is available on our website at www.legacyhousing.com under the Investor Relations section.

We believe that our audit committee members meet the requirements for financial literacy under the current requirements of the Sarbanes Oxley Act, Nasdaq and SEC rules and regulations.

In addition, the Board has determined

that Jeffrey K.

In addition, the Board has determined that Mr.

Stouder qualifies as an audit committee financial expert within the meaning of SEC regulations.

We have made this determination based on information received by our Board of Directors.

We have made this determination based on information received by our Board.

Compensation Committee

The Compensation Committee is tasked with reviewing the compensation provided to the Company’s executive officers and directors.

The current members of our Compensation Committee are Skyler Howton (Chair), Brian Ferguson and Jeffrey Stouder.

The current members of our Compensation Committee are Skyler M.

Howton (Chair), Brian J.

Ferguson, and Jeffrey K.

A copy of our Compensation Committee Charter is available on our website at www.legacyhousing.com under the Corporate Governance tab of the Investor Relations section.

We believe that the current composition of our Compensation Committee meets the requirements for independence under any applicable provisions of the Sarbanes Oxley Act and Nasdaq and SEC rules and regulations.

We believe that the current composition of our Compensation Committee meets the requirements for independence under applicable provisions of the Sarbanes Oxley Act, Nasdaq and SEC rules and regulations.

Nominations and Corporate Governance Committee

The Nominations and Corporate Governance Committee is tasked with recommending director nominee(s) to the Board of Directors and considering any recommendations made by shareholders.

The Company has not adopted a written formal policy with regard to the consideration of diversity in identifying director nominees, but the Nominations and Corporate Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s businesses.

In addition to considering a candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of our businesses and the interests of our stockholders.

The Nominations and Corporate Governance Committee is tasked with recommending director nominee(s) to the Board and considering any recommendations made by shareholders submitted in accordance with applicable procedures.

The Company’s policy is to have at least a majority of directors qualify as “independent” under the listing requirements of Nasdaq.

In the event of a vacancy on the Board, the Nominations and Corporate Governance Committee intends to identify and evaluate candidates by making requests of Board members and others for recommendations, meeting from time to time to evaluate biographical information and background material relating to potential candidates, and having members of the Nominations and Corporate Governance Committee and the Board interview selected candidates.

Assuming that appropriate biographical and background material is provided for candidates recommended by stockholders on a timely basis, and that any such nomination accompanied by a written consent of the candidate to being named as a nominee and to serve as a director if elected, the Nominations and Corporate Governance Committee will evaluate director candidates recommended by stockholders by following substantially the same process, and applying substantially the same criteria, as it follows for director candidates submitted by Board members.

The current members of the Nominations and Corporate Governance Committee are Brian Ferguson (Chair) and Skyler Howton.

Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders on a timely basis, and that any such nomination accompanied by a written consent of the candidate to being named as a nominee and to serve as a director if elected, the Nominations and Corporate Governance Committee will evaluate director candidates recommended by shareholders by following substantially the same process, and applying substantially the same criteria, as it follows for director candidates submitted by Board members.

The current members of the Nominations and Corporate Governance Committee are Brian J.

Ferguson (Chair) and Skyler M.

A copy of our Nominations and Corporate Governance Committee Charter is available on our website at www.legacyhousing.com under the Corporate Governance tab of the Investor Relations section.

Board Composition

In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure.

As approved by the SEC, the new Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors.

Because our Board consists of only five (5) directors, the Company is required to have at least one diverse director.

The Board Diversity Matrix below presents the board’s diversity statistics in the format prescribed by the Nasdaq rules.

Board Diversity Matrix (as of December 31, 2024)

Total Number of Directors

Gender Identity

Directors, Male

Directors, Female

Code of Business Conduct and Ethics

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Both are posted on the Company’s website at www.legacyhousing.com under the Investor Relations section.

Employee, Officer and Director Hedging and Trading Policy

At this time, we have not adopted a policy regarding the ability of officers, directors and employees to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.

Under our insider trading policy , our personnel may not engage in trading our shares while in possession of material non-public information.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is an executive officer or employee of our company.

None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Limitations on Director and Officer Liability and Indemnification

Our certificate of incorporation limits the liability of our directors to the maximum extent permitted by Texas law.

Our Certificate of Formation limits the liability of our directors to the maximum extent permitted by Texas law.

Texas law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for:

● any breach of their duty of loyalty to the corporation or its stockholders;

● any breach of their duty of loyalty to the corporation or its shareholders;

● acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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● any transaction from which the director derived an improper personal benefit.

Our certificate of incorporation and our bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Texas law.

Any repeal of, or modification to, our certificate of incorporation and our bylaws may not adversely affect any right or protection of a director or officer for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

Our Certificate of Formation and our Bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Texas law.

Any repeal of, or modification to, our Certificate of Formation and our Bylaws may not adversely affect any right or protection of a director or officer for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

Our Bylaws also provide that we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

We have entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our Bylaws.

These agreements, among other things, provide that we will indemnify our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines,

penalties and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person’s services as one of our directors or executive officers, or any other company or enterprise to which the person provides services at our request.

These agreements, among other things, provide that we will indemnify our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines, penalties and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person’s services as one of our directors or executive officers, or any other company or enterprise to which the person provides services at our request.

We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

The limitation of liability and indemnification provisions that are contained in our certificate of incorporation and our bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders.

The limitation of liability and indemnification provisions that are contained in our Certificate of Formation and our Bylaws may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other shareholders.

Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

There is no pending litigation or proceeding involving one of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

October 2025 Amendments to Our Bylaws

On October 2, 2025, in connection with certain recent changes to the Texas Business Organizations Code (“TBOC”), our Board of Directors approved and adopted a series of amendments (the “Amendments”) to our Bylaws, effective as of such date, to add new sections to;

● adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of our company’s issued and outstanding shares in order to institute or maintain a derivative proceeding;

● clarify that the exclusive forum for any “internal entity claim” as defined in the TBOC will be the United States District Court for the Northern District of Texas or, if the United States District Court for the Northern District lacks jurisdiction for such action, the Texas Business Court (or, if the Texas Business Court is not then accepting filings or determines that it lacks jurisdiction for such action, a Texas state district court in Tarrant County, Texas);

● provide for a jury trial waiver for “internal entity claims” as defined in the TBOC.

Stockholder Communication with the Board

Stockholders and others interested in communicating with the Board may do so by writing to the Board of Directors, Legacy, 1600 Airport Freeway Suite 100, Bedford, TX 76022.

Delinquent Section 16(a) Reports Section

The Exchange Act requires that our directors and executive officers, and persons who own more than ten percent (10%) of our common stock, file with the SEC initial statements of beneficial ownership of common stock and statements of changes in beneficial ownership of common stock.

To the best of our knowledge based solely on a review of Forms, 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2025, all of our directors, executive officers, and greater than 10% beneficial owners complied with the reporting requirements of Section 16(a) of Exchange Act with the exception that a Form 3 and a Form 4 with respect to a grant of stock options for Jon A.

Langbert were inadvertently filed late due to administrative error.

However, to date, all such late filings have been made.

EXECUTIVE COMPENSATION

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The Compensation Committee, which includes our independent directors, oversees an executive compensation program that is intended to align the interests of our executive officers with those of our shareholders, link compensation paid with performance achieved, and attract, retain and motivate our key executives.

Our named executive officers (“NEOs”) are shown in the Summary Compensation Table below and include (i) all persons serving as our principal executive officers during the years ended December 31, 2024 and 2023 and (ii) our three other most highly compensated executive officers who received compensation during the years ended December 31, 2024 and 2023 of at least $100,000 and who were executive officers on December 31, 2024 and 2023.

Our named executive officers (“NEOs”) are shown in the Summary Compensation Table below and include (i) all persons serving as our principal executive officer during the year ended December 31, 2025, (ii) our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2025, other than our principal executive officer, and (iii) two additional individuals for whom disclosure would have been required but for the fact that such individuals were not serving as executive officers as of December 31, 2025.

The annual compensation of our executive officers consists of a base salary and a discretionary bonus.

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The purpose of the bonus is to provide a variable cash incentive based on performance.

In addition, our chief executive officer and chief financial officer each received stock option grants upon hire (as disclosed in the Company’s Form 8-K filings).

Upon hire, our former chief executive officer and former chief financial officer each received stock option grants, as previously disclosed in our Form 8-K filings.

The annual compensation of our two co-founders, Mr.

Hodgson and Mr.

Shipley, is nominal as their significant equity positions in the Company drives their total compensation.

The Company does not have a formal compensation plan.

Shipley, is nominal as their significant equity positions in our company drives their total compensation.

We do not have a formal compensation plan.

Employment Agreements

The Company maintains employment agreements with Messrs.

Shipley, Bates and Fiedelman.

Shipley’s Employment Agreement.

On November 27, 2018, we entered into an employment agreement with Kenneth E.

Shipley to serve as our Co-Chief Executive Officer.

From February 2019 to June 2022, Mr.

Shipley served as our President and sole Chief Executive Officer, and in June 2022, Mr.

Shipley became our Executive Vice President.

In December, 2024, Mr.

Shipley became Chairman of the Board of Directors.

Shipley’s initial term of the employment agreement expired on December 31, 2021, and his current term of employment automatically extends for one year, every year on December 31.

Under his employment agreement, Mr.

Shipley’s annual base salary is $50,000, and he is entitled to receive such health, death, disability, and other insurance benefits, and to participate in such retirement and other plans, as are made available to other executive officers of the Company.

The employment agreement provides for customary provisions for the termination of Mr.

Shipley’s employment.

Shipley is entitled to receive his base salary for the remaining portion of the employment period if he is terminated without cause.

Additionally, in the event Mr.

Shipley’s employment with us is terminated within one year after a change of control (as defined in the employment agreement) for certain reasons, we have agreed to pay Mr.

Shipley an amount equal to two

years’ compensation at his then current rate of pay.

The employment agreements also contains customary confidentiality, intellectual property, non-solicitation and non-competition covenants.

Duncan Bates’ Employment Agreement .

On June 7, 2022, we entered into an employment agreement with Duncan Bates to serve as our President and Chief Executive Officer for an initial term beginning June 7, 2022 and ending June 7, 2027.

The employment agreement provides for Mr.

Bates to receive a base salary of $300,000 per year and a restricted stock award of 14,700 shares of Company common stock as a signing bonus, which vested one-half each on the first and second anniversary of the effective date.

Bates is eligible for an annual incentive bonus that will be determined by the Board.

The employment agreement grants Mr.

Bates (i) qualified stock options valued at $1,000,000 that vest at a rate of 10% per year, (ii) an option to purchase 300,000 shares of Company common stock at an exercise price of $36 per share, which shall vest one-tenth on each anniversary of the effective date and have a term of ten years and (iii) an option to purchase 600,000 shares of Company common stock at an exercise price of $48 per share, which shall vest one-tenth on each anniversary of the effective date and have a term of ten years;

each of these grants shall be subject to the terms of the Company’s 2018 Incentive Compensation Plan.

Bates is also entitled to receive such health, death, disability, and other insurance benefits, and to participate in such retirement and other plans, as are made available to other executive officers of the Company.

The employment agreement provides for customary provisions for the termination of the Mr.

Bates’ employment.

Bates is entitled to receive an amount equal to one years’ base salary and bonus if he is terminated without cause.

Additionally, in the event Mr.

Bates’ employment with us is terminated within two years after a change of control (as defined in the employment agreement) for certain reasons, we have agreed to pay Mr.

Bates an amount equal to one years’ compensation at his then current rate of pay.

The employment agreement also contains customary confidentiality, intellectual property, non-solicitation and non-competition covenants.

Fiedelman’s Employment Agreement.

On September 10, 2023, we entered into an employment agreement with Jeffrey M.

Fiedelman to serve as our Chief Financial Officer for an initial term beginning September 10, 2023 and ending September 10, 2028.

The employment agreement provides for Mr.

Fiedelman to receive a base salary of $275,000 per year.

Fiedelman is eligible for an annual incentive bonus that will be determined by the Board.

The employment agreement grants Mr.

Fiedelman qualified stock options valued at $500,000 that vest at a rate of 20% per year and shall be subject to the terms of the Company’s 2018 Incentive Compensation Plan.

Fiedelman also is entitled to receive such health, death, disability, and other insurance benefits, and to participate in such retirement and other plans, as are made available to other executive officers of the Company.

The employment agreement provides for customary provisions for the termination of the Mr.

Fiedelman’s employment.

Fiedelman is entitled to receive an amount equal to one years’ base salary and bonus if he is terminated within two years after a change of control (as defined in the employment agreement) for certain reasons.

The employment agreements also contains customary confidentiality, intellectual property, non-solicitation and non-competition covenants.

As of December 31, 2025, none of our NEOs had written employment agreements.

Hodgson and Shipley, in consultation with our independent directors, have each agreed to receive a salary as our Executive Chairman and Chief Executive Officer, respectively, at a rate of $50,000 per year.

Both work full-time for our company and there is no set term for their employment.

Langbert became our Chief Financial Officer in December 2025.

He works full-time for our company and there is no set term for his employment.

He currently receives a monthly salary of $10,000.

Employee Benefits

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Summary Compensation Table

The table below shows the compensation paid to or earned by our NEOs for the years ending December 31, 2024 and December 31, 2023.

The table below shows the compensation paid to or earned by our NEOs for the years ended December 31, 2025 and December 31, 2024 and the positions such NEOs held during the year ended December 31, 2025.

Name and Position

Compensation ($)

Executive Chairman and Director (1)

Executive Vice President, Director and Chairman of the Board (2)

President and Chief Executive Officer

Chief Accounting Officer (3)

Chief Financial Officer (4)

Executive Chairman of the Board and Director (1)

Chief Executive Officer, and Director (2)

Former President and Chief Executive Officer (3)

Chief Financial Officer (4)

Hodgson was Executive Chairman in 2023 and through December 4, 2024;

he currently is a Director.

Shipley was Executive Vice President and Director in 2023 and 2024;

effective December 4, 2024 he became Chairman of the Board of Directors.

Burt left the Company in December 2023.

Arrington left the Company in September 2023 .

Fiedelman joined the Company as Chief Financial Officer in September 2023.

Grants of Plan Based Awards

There were no grants of plan-based awards to any of our NEOs for the year ending December 31, 2024.

Former Chief Financial Officer (5)

Former Chief Financial Officer (6)

Hodgson became Executive Chairman of the Board in October 2025.

He was previously a director.

Shipley became our Chief Executive Officer in October 2025.

He was previously Chairman and Executive Vice President.

Bates resigned as our Chief Executive Officer on October 10, 2025.

Langbert became our Chief Financial Officer on December 18, 2025.

Fiedelman resigned as our Chief Financial Officer on October 10, 2025.

Arrington served as our Interim Chief Financial Officer from October 11, 2025 to December 18, 2025.

Outstanding Equity Awards

The following table lists outstanding equity awards held by our NEOs as of December 31, 2025.

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

Equity Incentive Plan Awards

OPTION AWARDS

Equity incentive

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# Unexercisable

Vested (#) (1)

Duncan Bates (1)

Fiedelman (1)

Bates received the awards upon joining the Company as Chief Executive Officer in June 2022.

Fiedelman received the award upon joining the Company as Chief Financial Officer in September 2023.

Bates and Mr.

Fiedelman resigned effective October 10, 2025.

Their vested and exercisable stock options remain exercisable for 90 days following their resignations, after which any unexercised options expire.

All unvested equity awards were forfeited upon resignation.

Langbert received the award upon joining the Company as Chief Financial Officer in December 2025.

Options Exercised and Stock Vested

The following table includes certain information with respect to the options exercised and stock vested by the NEOs during the year ended December 31, 2024.

Option Awards

Number of Shares

During the year ended December 31, 2025 there were no options exercised and stock vested by the NEOs.

Pension Benefits and Nonqualified Deferred Compensation

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Potential Payments Upon Termination or Change of Control

We are party to employment agreements with NEOs Shipley, Bates and Fiedelman.

This section describes the payments and benefits that may be payable upon certain terminations of employment or a change of control and the events that trigger them.

Certain equity awards held by these NEOs are subject to accelerated vesting on a change in control.

This section describes the payments and benefits that may be payable upon certain terminations of employment or a change of control and the events that trigger them.

Our payment obligations under each employment agreement are contingent upon the NEO executing and delivering a reasonable general release of claims in favor of the Company.

Shipley does not have this this requirement.

The employment agreements for these NEOs require the NEO to satisfy the following obligations:

During his employment and for 12 months following his termination of employment the NEO must comply with the provisions of a covenant not to compete, except for Mr.

Fiedelman who must comply for 6 months if he terminates employment voluntarily or for 12 months if he is terminated by the Company for cause, death or disability, or without cause after a Change of Control.

During his employment and for 24 months following his termination of employment, the NEO must comply with a customary non-solicitation covenant.

During his employment and at all times subsequent to the last day of his employment, the NEO must comply with a customary confidentiality covenant.

There are four categories of events related to a termination of employment that can trigger payments or other benefits to our NEOs:

(i) death and disability;

(ii) involuntary termination;

(iii) voluntary termination;

and (iv) change of control (followed by an involuntary termination).

The following chart describes each category.

Death or Disability.

Upon the termination of any NEO’s employment as a result of death or disability, the Company does not have any continuing obligation after termination to the NEO or the NEO’s estate.

Involuntary Termination.

The Company may terminate an NEO for cause or without cause.

Termination for cause occurs when we decide to terminate a NEO based on our good faith determination that one of certain events have occurred.

In this case, the Company does not have any continuing obligation after termination to the NEO.

Termination without cause occurs when we decide to terminate the NEO’s employment for any reason other than for cause or disability.

Shipley and Mr.

Bates, the Company is obligated to provide benefits for 12 months following termination.

Shipley, the Company is obligated to pay his base salary for the remainder of his employment period as stated in his employment agreement as if he was still employed by the Company.

Bates, the Company is obligated to pay his base salary for 12 months following termination plus a prorated bonus amount, both paid as if he was still employed by the Company.

Fiedelman, the Company does not have any continuing obligation.

Voluntary Termination.

The NEO may terminate his employment voluntarily, in which case the Company does not have any continuing obligation to the NEO.

Change of Control.

Shipley, if his employment is terminated within 12 months after a change in control (as defined in his employment agreements), the Company is obligated to pay his base salary for 24 months following termination.

Bates and Mr.

Fiedelman, if their employment is terminated within 24 months after a change in control (as defined in their employment agreements), the Company is obligated to pay their base salary for 12 months following termination in a lump sum payment.

Bates and Mr.

Fiedelman hold equity awards that are subject to accelerated vesting upon a change of control.

The following table and footnotes present potential payments to each NEO as if the NEO’s employment had been terminated on December 31, 2024 involuntarily, without cause , and/or if a change in control had occurred on such date.

Salary continuation

Equity awards (1)

Salary continuation (2)

Equity awards

Salary continuation

Equity awards (3)

Bates’ equity awards include unvested stock options that would vest upon a change of control.

Stock option value is based on the difference between the Company’s closing stock price at December 31, 2024 and the exercise price.

Shipley’s has a one year employment period that automatically renews, The current employment period terminates in November, 2025.

Fiedelman’s equity awards include unvested stock options that would vest upon a change of control.

Stock option value is based on the difference between the Company’s closing stock price at December 31, 2024 and the exercise price.

As of December 31, 2025, none of our NEOs had written employment agreements.

As such there are no potential payments due upon a termination or change of control.

Policies and Practices Related to the Grant of Certain Equity Awards

We grant a variety of equity awards, including:

● Stock Options:

Incentive stock options and non-qualified stock options with exercise prices at or above fair market value on the grant date.

● Restricted Stock Units (“RSUs”):

Units representing the right to receive shares of common stock upon vesting.

● Performance-Based Awards:

Equity awards that vest based on achievement of specified performance goals

Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has generally granted equity awards pursuant to the terms of the applicable equity incentive plan and associated award agreements.

Generally, grants to executive officers and employees occur on a set schedule , such as at the annual meeting of the Board or Compensation Committee, upon commencement of employment or in other special circumstances.

Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards , including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

The exercise price for stock options is set at or above the fair market value of our Common Stock on the date of grant, as determined by the closing price on our principal stock exchange.

Our Compensation Committee reviews and proposes equity awards for executive officers and directors, considering individual performance, competitive market practices, and alignment with company goals.

Said proposals are then forwarded to the Board for approval.

For non-executive employees, Qualified Stock Option awards are typically administered by the Chief Executive Officer, consistent with established guidelines.

Equity awards generally vest over a multi-year period, typically five years, subject to continued service.

Certain awards may vest based on performance criteria.

Unvested awards are forfeited upon termination of employment or service, except as otherwise provided in award agreements or severance arrangements.

The Board or Compensation Committee may adjust awards as necessary to reflect corporate events such as stock splits, recapitalizations, or mergers.

The Company generally prohibits repricing of stock options without shareholder approval.

In alignment with corporate governance best practices, equity awards are subject to clawback or recoupment in the event of material financial restatements or violations of company policies, as determined by the Board.

During the last completed fiscal year, we did not make any stock option awards to our NEOs during the period beginning on the four-business day before the filing of any Form 10-K, 10-Q or 8-K and ending one business day after the filing of such report that contained material nonpublic information (as defined in Item 402(x) of Regulation S-K).

Accordingly, no tabular disclosure under Item 402(x)(2)(ii) of Regulation S-K is required.

CEO Pay Ratio Disclosure

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Excluding our CEO, we identified our median employee by preparing a list of all 592 individuals employed by the Company as of December 31, 2025 and examined the total compensation paid to each such individual as reflected in the Company’s payroll records.

We included all employees (other than our CEO), whether employed on a full-time, part-

time, seasonal or temporary basis.

We included all employees (other than our CEO), whether employed on a full-time, part-time, seasonal or temporary basis.

We annualized the compensation for any permanent employees who were not employed by us for all of 2025.

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The 2025 annual total compensation of our median employee was $38,593, and the ratio of these amounts is 9:1.

For purposes of this CEO pay ratio calculation, the Company used compensation of R.

Duncan Bates, who served as our principal executive officer for the majority of fiscal year 2025.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance of the Company.

The following table provides information regarding Compensation Actually Paid (“CAP”) to our Principle Executive Officer (“PEO”) and non-PEO NEOs during the last three fiscal years, as well as total shareholder return and net income.

The following table provides information regarding Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and non-PEO NEOs during the last three fiscal years.

Value of Initial

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(in thousands) ($)

1) During 2024 and 2023, our PEO was Duncan Bates;

1) During 2025, our PEOs were Kenneth E.

Shipley and Duncan Bates;

during 2023 and 2024, our PEO was Duncan Bates

2) During 2025, our Non-PEO NEOs were Curtis D.

Hodgson, Ronald C.

Arrington, and Jeffrey M.

during 2024, our Non-PEO NEOs were Curtis D.

Hodgson, Kenneth E.

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Arrington and Jeffrey M.

during 2022, our Non-PEO NEOs were Curtis D.

Hodgson, Jeffrey V.

Burt, and Ronald C.

Adjustments to the Summary Compensation Table Total to arrive at CAP for our PEO are shown below.

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1) During 2025, our Non-PEO NEOs were Curtis D.

Hodgson, Ronald C.

Arrington, Jeffrey M.

Fiedelman, and Jon A.

2) During 2024, our Non-PEO NEOs were Curtis D.

Hodgson, Kenneth E.

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Arrington, and Jeffrey M.

3) During 2022, our Non-PEO NEOs were Curtis D.

Hodgson, Jeffrey V.

Burt, and Ronald C.

Relationships Between Certain Data in the Pay Versus Performance Table

The graph below illustrates the relationship between CAP and cumulative total shareholder return.

The cumulative total shareholder return assumes $100 was invested for the period starting December 31, 2021 through the end of the listed fiscal year.

The graph shows CAP for both PEOs, Duncan Bates and Kenneth Shipley.

The graph shows CAP for both PEOs, Kenneth Shipley and Duncan Bates.

The graph below illustrates the relationship between CAP and net income.

The graph shows CAP for both PEOs, Duncan Bates and Kenneth Shipley.

The graph shows CAP for both PEOs, Kenneth Shipley and Duncan Bates.

We structure our executive compensation program to award compensation based on individual and Company performance, to be competitive in the market and to retain our executives.

2018 Incentive Compensation Plan

Our board of directors and the holders of a majority of our outstanding shares of common stock adopted our 2018 Incentive Compensation Plan (the “Plan”) prior to the closing of our IPO.

Our board of directors and the holders of a majority of our outstanding shares of common stock adopted our 2018 Incentive Compensation Plan (the “Plan”) prior to the closing of our initial public offering.

The purpose of our Plan is to assist us in attracting, motivating, retaining and rewarding high quality executives and other employees, officers, directors, consultants and other persons who provide services to us.

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Our Plan is to be administered by our Compensation Committee, provided, however, that except as otherwise expressly provided in the Plan, the board of directors may exercise any power or authority granted to the committee under our Plan.

Subject to the terms of our Plan, the committee is authorized to select eligible persons to receive awards, determine the type, number and other terms and conditions of, and all other matters relating to, awards, prescribe award agreements (which need not be identical for each participant), and the rules and regulations for the administration of the Plan, construe and interpret the Plan and award agreements, and correct defects, supply omissions or reconcile

inconsistencies in them, and make all other decisions and determinations as the committee may deem necessary or advisable for the administration of our Plan.

The persons eligible to receive awards under our Plan are the officers, directors, employees, consultants and other persons who provide services to us.

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Awards under our Plan are generally granted without a requirement that the participant pay consideration in the form of cash or property for the grant (as distinguished from the exercise), except to the extent required by law.

The committee may, however, grant awards in exchange for other awards under our Plan, awards under other company plans

or other rights to payment from us, and may grant awards in addition to and in tandem with such other awards, rights or other awards.

The committee may, however, grant awards in exchange for other awards under our Plan, awards under other company plans or other rights to payment from us, and may grant awards in addition to and in tandem with such other awards, rights or other awards.

Acceleration of Vesting;

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Awards ($) (1)

(1) Amounts in this column reflect the fair value of restricted stock based on the closing price of the Company’s stock on the grant date

Coll resigned in May, 2024 and he was replaced by Ms.

Howton in December, 2024

(1) Amounts in this column reflect the fair value of restricted stock based on the closing price of our common stock on the grant date.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock owned by stockholders in the following groups as of March 12, 2025 (the “Beneficial Ownership Date”), or, in respect of any 5% Holder (as defined below), the date of such holder’s most recent Schedule 13D or Schedule 13G filed with the SEC:

● each person or group of affiliated persons known by us to be the beneficial owner of 5% or more of our common stock (“5% Holder”);

● each of our current directors and director nominees and each of our named executive officers individually;

● all our current directors, director nominees and executive officers as a group.

The following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock as of March 12, 2026 (the “Beneficial Ownership Datefor each of the following:

● each stockholder known by us to be the beneficial owner of 5% or more of our common stock (“5% Holder”);

● each of our NEOs and directors;

● all our NEOs and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC.

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Percentage of beneficial ownership is based on 23,812,341 shares of common stock outstanding as of the Beneficial Ownership Date.

To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth

opposite such person’s name.

Except as otherwise indicated, the address of each of the persons in this table is c/o Legacy Housing Corporation, 1600 Airport Freeway, #100, Bedford, Texas 76022.

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Directors and Executive Officers

Duncan Bates (3)

5% Stockholders

William Shipley (4)

c/o Legacy Housing Corporation

1600 Airport Freeway, #100

Bedford, TX 76022

Douglas Shipley (5)

c/o Legacy Housing Corporation

1600 Airport Freeway, #100

Bedford, TX 76022

American Endowment Foundation (6)

5700 Darrow Road, Suite 118

Hudson, Ohio 44236

All directors, director nominees and executive officers as a group (9 persons)

* Less than 1% of outstanding shares of common stock

Hodgson’s beneficial ownership includes 1,000,000 shares of common stock owned by Hodgson Ventures, a Texas limited partnership, of which Mr.

Hodgson is the general partner, and 2,669,056 shares of common stock owned by the Hodgson 2015 Grandchild’s Trust, of which Mr.

Hodgson shares voting and investment power with respect to such shares.

Hodgson’s beneficial ownership includes (a) 1,000,000 shares of common stock owned by Hodgson Ventures, a Texas limited partnership, of which Mr.

Hodgson is the general partner, (b) 2,669,056 shares of common stock owned by the Hodgson 2015 Grandchild’s Trust, of which Mr.

Hodgson shares voting and investment power with

respect to such shares, and (c) 100,000 shares of common stock owned by Cusach, INC., of which Mr.

Hodgson controls.

(2) Kenneth E.

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Each of Kenneth E.

Shipley’s brothers, William Shipley and Douglas Shipley, owns 2,865,953 and 2,885,978 shares of our common stock, respectively, as to which shares Kenneth E.

Shipley’s brothers, William Shipley and Douglas Shipley, owns 2,865,953 and 2,885,978 shares of our common stock, respectively, as to which Kenneth E.

Shipley disclaims any beneficial interest.

Bates’ beneficial ownership consists of 1,075 shares of common stock granted to him for service as a board member during 2021 and 2022, 5,000 shares of common stock purchased on the open market, 14,700 shares of common stock granted to him during the two-year period commencing on June 7, 2022 under our 2018 Incentive Compenation Plan, which are currently vested, and 12,492 shares of common stock from the exercise of stock options granted to him under our 2018 Incentive Compensation Plan .

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our directors and executive officers, and persons who own more than ten percent (10%) of our common stock, file with the SEC initial statements of beneficial ownership of common stock and statements of changes in beneficial ownership of common stock.

To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2024 and through the date of this filing, the following persons failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2024 and through the date of this filing:

Name and Principal Position

Number Of Late Reports

Transactions Not Reported In A Timely Manner

Number Of Reports Not Filed

Hodgson, Director

Langbert’s beneficial ownership includes 25,189 shares of common stock issuable upon the exercise of stock options.

(4) Consists of 2,865,953 shares of common stock beneficially owned by William Shipley.

The foregoing information is based solely upon a Form 4 filed by Mr.

Shipley on February 20, 2024.

William Shipley is Kenneth E.

Shipley’s brother.

Shipley disclaims any beneficial interest in the shares beneficially owned by William Shipley.

(5) Consists of 2,885,978 shares of common stock beneficially owned by Douglas Shipley.

The forgoing information is based solely on a Form 4/A filed by Mr.

Shipley on February 21, 2024.

Douglas Shipley is Kenneth E.

Shipley’s brother.

Shipley disclaims any beneficial interest in the shares beneficially owned by Douglas Shipley.

(6) Consists of 2,161,000 shares of common stock beneficially owned by American Endowment Foundation (“AEF”), over which AEF has shared voting power of 2,161,000 shares and shared dispositive power over 2,161,000 shares.

The principal business address of AEF is 5700 Darrow Road, Suite 118, Hudson, Ohio 44236.

The forgoing information is based solely upon a Schedule 13G filed by AEF on February 12, 2025

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2025 with respect to our common stock that may be issued under our incentive compensation plans and other option grants.

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)

Weighted ‑ Average Exercise Price (b)

Number of Securities Remaining Available for Future Issuance

Equity Comp Plans Approved by Security Holders

Equity Comp Plans Not Approved by Security Holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions and Relationships with Directors, Officers and 5% Stockholders

Bell Mobile Homes (“Bell”), a retailer owned by one of the Company’s significant stockholders, purchases manufactured homes from the Company.

Accounts receivable balances due from Bell were $115 and $403 as of December 31, 2024 and 2023, respectively.

Accounts payable balances due to Bell were $58 and $18 as of December 31, 2024 and 2023, respectively.

Home sales to Bell were $5,748 and $4,543 for the years ended December 31, 2024 and 2023.

Certain Relationships and Related Transactions

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed in this Part III, the following is a description of each transaction since January 1, 2025 and each currently proposed transaction in which:

● we have been or are to be a participant;

● the amount involved exceeds $120,000;

● any related person had or will have a direct or indirect material interest.

Bell Mobile Homes (“Bell”), a retailer owned by one of our company’s significant shareholders, purchases manufactured homes from us.

Accounts receivable balances due from Bell were $613,000 as of December 31, 2025.

Accounts payable balances due to Bell were $103,000 as of December 31, 2025.

Home sales to Bell were $4.8 million for the year ended December 31, 2025.

Shipley Bros., Ltd.

And Crazy Red’s Mobile Homes (together, “Shipley”), retailers owned by one of the Company’s significant shareholders, purchase manufactured homes from the Company.

Accounts receivable balances due from Shipley were $78 and $143 as of December 31, 2024 and 2023, respectively.

Accounts payable balances due to Shipley were $22 and $67 as of December 31, 2024 and 2023, respectively.

Home sales to Shipley were $2,545 and $1,199 for the years ended December 31, 2024 and 2023, respectively.

and Crazy Red’s Mobile Homes (together, “Shipley”), retailers owned by one of our company’s significant shareholders, purchase manufactured homes from us.

Accounts receivable balances due from Shipley were $140,000 as of December 31, 2025.

Accounts payable balances due to Shipley were $36,000 as of December 31, 2025.

Home sales to Shipley were $2.1 million for the year ended December 31, 2025.

Other than the transactions described above, there have been no transactions between the company and a related person that would be reportable under SEC rules or regulations.

Indemnification Agreements

We have entered into an indemnification agreement with each of our directors and executive officers.

The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Texas law.

The indemnification agreements and our Certificate of Formation and Bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Texas law.

Policies and Procedures for Transactions with Related Persons

Pursuant to a policy approved by the Board, all related party transactions must be disclosed to the Board, and the Board’s discretion, in reviewing such, is plenary.

Director Independence

Our common stock trades on The Nasdaq Global Select Market.

Under Nasdaq rules, independent directors must comprise a majority of the listed company’s board of directors.

In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees must be independent.

Under Nasdaq rules, a director will only qualify as an “independent director” if such director is not an executive officer or employee of the company and, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:

(i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

or (ii) be an affiliated person of the listed company or any of its subsidiaries.

Our Board of Directors undertook a review of its composition, the composition of its committees and the independence of each director.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Brian J.

Ferguson, Skyler M.

Howton, and Jeffrey K.

Stouder, representing a majority of our directors, were independent under the listing standards of Nasdaq and the requirements of the SEC and do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Frazier & Deeter, LLC served as our independent registered public accountants for the years ended December 31, 2025 and 2024.

Daszkal Bolton, LLP served as our independent registered public accountants for the the three months ended March 31, 2023.

CohnReznick LLP served as our independent registered public accountants for the three months ended June 30, 2023 and September 30, 2023.

For our fiscal years ended December 31, 2024 and 2023, we were billed approximately $590,000 and $505,000, respectively, for professional services rendered by Frazier & Deeter, LLC.

For services rendered in 2023 rendered by Daszkal Bolton, LLP, we were billed $30,000.

For services rendered in 2023 rendered by CohnReznick LLP, we were billed $80,610.

Audit fees consist of the aggregate fees billed for (i) the audit of our annual financial statements included herein and (ii) services that are normally provided in connection with statutory and regulatory filings or engagements such as comfort letters, consents and other services.

Audit Related, Tax and Other Fees

There were no fees for (i) audit related services, (ii) professional services for tax compliance, tax advice, and tax planning or (iii) any services that fell into the classification of “Other Fees” rendered by our independent auditors for the years ended December 31, 2024 and 2023.

The following table sets for the aggregate fees billed to us for the years ended December 31, 2025 and 2024:

Audit Fees (1)

(1) Audit fees consist of the fees billed for professional services rendered for the audit of our consolidated annual financial statements including fees related to compliance with the Sarbanes-Oxley Act of 2002, review of our quarterly consolidated financial statements included in our Quarterly Reports on the Form 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements, consultations in connection with acquisitions and issuances of auditor consents and comfort letters in connection with SEC registration statements.

Pre-Approval Policies

All of the above services and fees were reviewed and approved by the audit committee prior to the commencement of such services.

No services were performed before or without approval.

All audit and non-audit services provided by our independent registered public accounting firm must be pre-approved by the Audit Committee.

Unless the specific service has been previously pre-approved with respect to that year the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it.

The Audit Committee uses the following procedures in pre-approving all audit and non-audit services provided by our independent registered public accounting firm.

At or before the first meeting of the Audit Committee each year, the Audit Committee is presented with a detailed listing of the individual audit and non-audit services and fees (separately describing audit-related services, tax services, and other services) expected to be provided by our independent registered public accounting firm during the year.

Quarterly, the Audit Committee is presented with an update of any new audit and non-audit services to be provided.

The Audit Committee reviews and the quarterly update and approves the services outline therein if such services are acceptable to the Audit Committee.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Amended and Restated Certificate of Incorporation of Legacy Housing Corporation.

Amended and Restated Bylaws of Legacy Housing Corporation.

Amended and Restated Certificate of Incorporation of Legacy Housing Corporation (Delaware).

Amended and Restated Bylaws of Legacy Housing Corporation (Delaware).

Bylaws of Legacy Housing Corporation.

Amendment No.

1 to the Bylaws of Legacy Housing Corporation.

Amendment No.

2 to the Bylaws of Legacy Housing Corporation.

Amendment No.

3 to the Bylaws of Legacy Housing Corporation.

Certificate of Formation of Legacy Housing Corporation (formerly Legacy Housing Merger Sub, Inc.), a Texas for-profit corporation.

Certificate of Merger of Legacy Housing Corporation with and into Legacy Housing Merger Sub, Inc.

Specimen Common Stock Certificate.

1 unchanged sentence

2018 Incentive Compensation Plan.

Promissory Note, dated December 14, 2011, from Legacy Housing, Ltd.

to Capital One, N.A.

Amended and Restated Promissory Note, dated December 12, 2013, from Legacy Housing, Ltd.

to Capital One, N.A .

Second Amended and Restated Promissory Note, dated March 31, 2014, from Legacy Housing, Ltd.

to Capital One, N.A.

Third Amended and Restated Promissory Note, dated May 12, 2017, from Legacy Housing, Ltd.

to Capital One, N.A.

Fourth Amendment to Loan and Security Agreement, dated July 2015, between Legacy Housing, Ltd.

and Capital One, N.A.

Amended and Restated Promissory Note, dated April 4, 2016, from Legacy Housing, Ltd.

to Veritex Community Bank .

Promissory Note, dated April 7, 2011, from Legacy Housing, Ltd.

to Woodhaven Bank Fossil Creek, a Branch of Woodhaven National Bank.

Promissory Note, dated May 24, 2016, from Legacy Housing, Ltd.

to Eagle One, LLC.

Promissory Note, dated February 16, 2016, from Legacy Housing, Ltd.

to DT Casualty Insurance Company Ltd.

Lease Agreement, dated as of December 1, 2016, between Putnam Development Authority and Legacy Housing, Ltd., together with related Option Agreement.

Bond Purchase Loan Agreement, dated as of December 1, 2016, between Putnam Development Authority and Legacy Housing, Ltd.

Form of Indemnification Agreement.

Form of Non-Disclosure, Non-Competition and Non-Solicitation Agreement between Legacy Housing Corporation and its employees.

Employment Agreement, dated as of November 27, 2018, between Legacy Housing Corporation and Curtis D.

Employment Agreement, dated as of November 27, 2018, between Legacy Housing Corporation and Kenneth E.

Loan and Security Agreement, dated December 14, 2011, between Legacy Housing, Ltd.

and Capital One, N.A.

First Amendment to Loan and Security Agreement, dated December 12, 2013, between Legacy Housing, Ltd.

and Capital One, N.A .

Second Amendment to Loan and Security Agreement, dated March 31, 2014, between Legacy Housing, Ltd.

and Capital One, N.A.

Third Amendment to Loan and Security Agreement, dated May 20, 2014, between Legacy Housing, Ltd.

and Capital One, N.A .

Amendment to Loan and Security Agreement, dated May 12, 2017, between Legacy Housing, Ltd.

and Capital One, N.A.

Loan Agreement, dated April 4, 2016, by and between Legacy Housing, Ltd.

and Veritex Bank.

Amended and Restated Employment Agreement, dated as of January 5, 2022, between Legacy Housing Corporation and Curtis D.

Credit Agreement, dated as of July 28, 2023, by and among Legacy Housing Corporation, Prosperity Bank as administrative agent, and the lenders party thereto.

4 unchanged sentences

Code of Ethics for the CEO and Senior Financial Officers.

Insider Trading and Confidentiality Notice to Company Personnel, dated August, 2022

Insider Trading and Confidentiality Notice to Company Personnel, dated January 2019

Consent of Frazier & Deeter, LLC, Independent Registered Public Accounting Firm.

Rule 13a-14(a)/15d-14(a) Certification.

Section 1350 Certifications .

Section 1350 Certifications.

Rule 13a-14(a)/15d-14(a) Certification for PEO.

Rule 13a-14(a)/15d-14(a) Certification for PFO.

Section 1350 Certifications for PEO .

Section 1350 Certifications for PFO.

Executive Compensation Clawback Policy.

6 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Incorporated by reference to the exhibits filed with the Company’s Registration Statement on Form S-1/A (No.

333-228288) on December 12, 2018.

Incorporated by reference to the exhibits filed with the Company’s Registration Statement on Form S-1 (No.

333-228288) on November 9, 2018.

Incorporated by reference to the exhibits filed with the Company’s Registration Statement on Form S-1/A (No.

333-228288) on December 11, 2018.

Incorporated by reference to the exhibits filed with the Company’s Correct Report on Form 8-K on November 3, 2025.

Incorporated by reference to the exhibits filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 on November 7, 2025.

Incorporated by reference to the exhibits filed with the Company’s Current Report on Form 8-K on June 13, 2022.

Incorporated by reference to the exhibits filed with the Company’s Current Report on Form 8-K on August 2, 2023.

Incorporated by reference to the exhibits filed with the Company’s Current Report on Form 8-K on September 14, 2023.

Incorporated by reference to the exhibits filed with the Company’s Current Report on Form 10-Q on November 12, 2024.

Incorporated by reference to the exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 on March 12, 2025

Compensatory plan or agreement.

Filed herewith.

Financial Statement Schedules

There are no Financial Statement Schedules included with this filing for the reason that they are not applicable or are not required or the information is included in the financial statements or notes thereto.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LEGACY HOUSING CORPORATION

President and Chief Executive Officer

March 12, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kenneth E.

Chairman of the Board, Executive Vice President (principal executive officer)

March 12, 2025

/s/ Jeffrey M.

Chief Financial Officer ( principal financial officer )

Chief Executive Officer

March 12, 2026

/s/ Curtis D.

Executive Chairman of the Board

March 12, 2026

/s/ Jeffrey K.

/s/ Kenneth E.

Chief Executive Officer and Director ( principal executive officer )

March 12, 2026

Chief Financial Officer ( principal financial and accounting officer )

March 12, 2026

/s/ Skyler M.

March 12, 2026

/s/ Jeffrey K.

March 12, 2026

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 9A. Controls and Procedures