Legacy Housing Corp 10-K

ITEM 8. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS ​ ​ Page AUDITED FINANCIAL STATEMENTS OF LEGACY HOUSING CORPORATION ​ ​ ​ Reports of Frazier & Deeter, LLC, Independent Registered Public Accounting Firm (PCAOB ID: 215 ) 28 Balance Sheets as of December 31, 2025 and 2024 32 Statements of Income for the Years Ended December 31, 2025 and 2024 33 Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024 34 Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 35 Notes to Financial Statements 36 ​ ​ ​ 27 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the Shareholders and Board of Directors of Legacy Housing Corporation ​ Opinion on the Financial Statements ​ We have audited the accompanying balance sheets of Legacy Housing Corporation (the "Company") as of December 31, 2025 and 2024, and the related statements of income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ​ We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB"), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 12, 2026 expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting. ​ Basis for Opinion ​ These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matters ​ The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ Allowance for Loan Losses related to the Consumer Loans Receivable ​ As described in Note 2 to the financial statements, the allowance for loan losses – consumer loans receivable represents management's estimate of the expected credit losses in the Company's consumer loan portfolio. As of December 31, 2025, the balance of this portfolio was $203.6 million and the associated allowance for loan losses was $2.4 million. Management’s estimate for expected credit losses incorporates quantitative methods that consider a variety of factors such as aging of the loan portfolio, collateral fair value estimates and historical default rates. ​ 28 Table of Contents The principal considerations for our determination that the allowance for loan losses – consumer loans receivable is a critical audit matter are the judgments and estimation used by management in developing default rates and estimating collateral fair value, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and in evaluating audit evidence obtained. ​ Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. The procedures performed in evaluating the reasonableness of management's estimate for the allowance for loan losses related to consumer loans receivable, included (i) understanding management's methodology to calculate the estimate, (ii) testing management’s collateral fair value estimates, (iii) calculating an independent estimate of default rates, and (iv) calculating an independent estimate of the allowance for loan losses. ​ /s/ Frazier & Deeter, LLC ​ We have served as the Company's auditor since 2023. ​ Tampa, Florida March 12, 2026 ​ ​ ​ 29 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ ​ ​ To the Shareholders and Board of Directors of Legacy Housing Corporation ​ Adverse Opinion on the Internal Control over Financial Reporting ​ We have audited the internal control over financial reporting of Legacy Housing Corporation (the "Company") as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO. ​ A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management's assessment: ​ (i) 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, ​ (ii) management does not have sufficient qualified accounting personnel to support the preparation of financial statements that comply with U.S. GAAP and SEC reporting requirements, and ​ ​ (iii) information technology general controls are not sufficiently designed, implemented or maintained over in-scope business processes and financial reporting systems. ​ We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the "PCAOB"), the balance sheets as of December 31, 2025 and 2024, and the related statements of income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements) of the Company and our report dated March 12, 2026 expressed an unqualified opinion on those financial statements. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements as of and for the year ended December 31, 2025, of the Company, and this report does not affect our report on such financial statements. ​ Basis for Opinion ​ The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the 30 Table of Contents design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting ​ A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. ​ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ Frazier & Deeter, LLC ​ Tampa, Florida March 12, 2026 ​ ​ 31 Table of Contents ​ LEGACY HOUSING CORPORATION BALANCE SHEETS (in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ Cash and cash equivalents ​ $ 8,478 ​ $ 1,149 Accounts receivable, net ​ 5,467 ​ 3,985 Income tax refund receivable ​ ​ 5,617 ​ ​ — Dealer financed receivables, net ​ ​ 26,685 ​ ​ 32,585 Consumer loans receivable ​ 9,458 ​ 8,623 Notes receivable from mobile home parks (“MHP”) ​ 59,632 ​ 23,770 Other notes receivable ​ 4,868 ​ 12,152 Inventories ​ 39,853 ​ 37,538 Prepaid expenses and other current assets ​ 4,598 ​ 4,504 Total current assets ​ 164,656 ​ 124,306 Consumer loans receivable, net ​ 189,356 ​ 165,482 Notes receivable from mobile home parks (“MHP”), net ​ 136,906 ​ 182,694 Other notes receivable, net ​ 1,226 ​ 2,764 Other assets - leased mobile homes ​ ​ 3,804 ​ ​ 4,557 ROU assets - operating leases ​ ​ 1,313 ​ ​ 1,321 Other assets ​ 13,911 ​ 5,485 Property, plant and equipment, net ​ 60,497 ​ 47,585 Deferred income taxes, net ​ ​ 998 ​ ​ ​ Intangible Assets, net ​ ​ 5,198 ​ ​ — Goodwill ​ ​ 2,472 ​ ​ — Total assets ​ $ 580,337 ​ $ 534,194 Liabilities and Stockholders' Equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 6,443 ​ $ 5,091 Accrued liabilities ​ 25,063 ​ 13,672 Customer deposits ​ 1,764 ​ 1,880 Escrow liability ​ 13,109 ​ 11,623 Operating lease obligation ​ ​ 479 ​ ​ 476 Total current liabilities ​ 46,858 ​ 32,742 Long‑term liabilities: ​ ​ ​ ​ Operating lease obligation, less current portion ​ ​ 860 ​ ​ 920 Lines of credit ​ 1,200 ​ — Deferred income taxes, net ​ ​ — ​ ​ 2,206 Dealer incentive liability ​ 2,805 ​ 4,370 Total liabilities ​ 51,723 ​ 40,238 Commitments and contingencies (Note 16) ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ .001 par value, 10,000,000 shares authorized: no shares issued or outstanding ​ ​ — ​ ​ — Common stock, $ .001 par value, 90,000,000 shares authorized; 24,866,342 and 24,865,906 issued ​ ​ ​ ​ ​ ​ and 23,812,341 and 24,158,311 outstanding at December 31, 2025 and 2024, respectively ​ ​ 32 ​ ​ 31 Treasury stock at cost 1,054,001 and 707,595 shares at December 31, 2025 and 2024, respectively ​ ​ ( 17,484 ) ​ ​ ( 9,875 ) Additional paid-in-capital ​ ​ 182,857 ​ ​ 182,400 Retained earnings ​ ​ 363,209 ​ ​ 321,400 Total stockholders' equity ​ ​ 528,614 ​ ​ 493,956 Total liabilities and stockholders' equity ​ $ 580,337 ​ $ 534,194 ​ See accompanying notes to financial statements ​ 32 Table of Contents LEGACY HOUSING CORPORATION StatementS of Income (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 Net revenue: ​ ​ ​ ​ Product sales ​ $ 116,932 ​ $ 129,345 Consumer, MHP and dealer loans interest ​ 43,674 ​ 41,182 Other revenue ​ 3,961 ​ 13,664 Total net revenue ​ 164,567 ​ 184,191 Operating expenses: ​ ​ ​ ​ Cost of product sales ​ 84,829 ​ 90,071 Cost of other sales ​ ​ 1,723 ​ ​ 8,218 Selling, general and administrative expenses ​ 29,608 ​ 22,292 Total operating expenses ​ ​ 116,160 ​ ​ 120,581 Income from operations ​ 48,407 ​ 63,610 Other income (expense): ​ ​ ​ ​ Non‑operating interest income ​ 1,398 ​ 2,635 Miscellaneous, net ​ 1,789 ​ 10,482 Interest expense ​ ( 28 ) ​ ( 689 ) Total other income ​ 3,159 ​ 12,428 Income before income tax expense ​ 51,566 ​ 76,038 Income tax expense ​ ( 9,757 ) ​ ( 14,396 ) Net income ​ $ 41,809 ​ $ 61,642 Weighted average shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ ​ 23,979,349 ​ ​ 24,217,631 Diluted ​ ​ 23,983,093 ​ ​ 24,853,778 Net income per share: ​ ​ ​ ​ ​ ​ Basic ​ $ 1.74 ​ $ 2.55 Diluted ​ $ 1.74 ​ $ 2.48 ​ See accompanying notes to financial statements. ​ 33 Table of Contents LEGACY HOUSING CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Treasury ​ Additional ​ Retained ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ stock ​ ​ ​ paid-in-capital ​ ​ ​ earnings ​ ​ ​ Total Balances, December 31, 2023 ​ 24,843,494 ​ $ 30 ​ $ ( 4,477 ) ​ $ 181,424 ​ $ 259,758 ​ $ 436,735 Share based compensation ​ 9,920 ​ ​ — ​ ​ — ​ ​ 777 ​ ​ — ​ ​ 777 Proceeds from exercise of stock options ​ 12,492 ​ ​ 1 ​ ​ — ​ ​ 199 ​ ​ — ​ ​ 200 Purchase of treasury stock ​ — ​ ​ — ​ ​ ( 5,398 ) ​ ​ — ​ ​ — ​ ​ ( 5,398 ) Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 61,642 ​ ​ 61,642 Balances, December 31, 2024 ​ 24,865,906 ​ $ 31 ​ $ ( 9,875 ) ​ $ 182,400 ​ $ 321,400 ​ $ 493,956 Share based compensation ​ 436 ​ ​ 1 ​ ​ — ​ ​ 457 ​ ​ — ​ ​ 458 Purchase of treasury stock ​ — ​ ​ — ​ ​ ( 7,609 ) ​ ​ — ​ ​ — ​ ​ ( 7,609 ) Net income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 41,809 ​ ​ 41,809 Balances, December 31, 2025 ​ 24,866,342 ​ $ 32 ​ $ ( 17,484 ) ​ $ 182,857 ​ $ 363,209 ​ $ 528,614 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ See accompanying notes to financial statements ​ 34 Table of Contents LEGACY HOUSING CORPORATION STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2025 ​ ​ ​ 2024 Operating activities: ​ ​ ​ ​ Net income $ 41,809 ​ $ 61,642 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ Depreciation and amortization expense 1,856 ​ 1,906 Amortization of deferred revenue ​ ( 1,430 ) ​ ​ ( 2,031 ) Amortization of lines of credit cost ​ 68 ​ ​ 68 Provision for accounts and notes receivable ​ 5,377 ​ ​ ( 240 ) Provision for long term inventory ​ 53 ​ ​ 249 Gain from sale of assets ​ — ​ ​ ( 2,062 ) Gain from loan settlements ​ 413 ​ ​ ( 6,084 ) Non-cash operating lease expense ( 33 ) ​ ( 44 ) Deferred income taxes ​ ( 3,204 ) ​ ​ ( 132 ) Share based payment expense ​ 458 ​ ​ 777 Changes in operating assets and liabilities, net of the impact of the acquisition: ​ ​ ​ Accounts receivable ( 8,010 ) ​ 744 Consumer loans activity, net ( 16,954 ) ​ ( 17,102 ) Notes receivable MHP activity, net 9,922 ​ ( 1,349 ) Dealer inventory loan activity, net ​ 4,376 ​ ​ 200 Inventory ( 1,038 ) ​ 3,181 Prepaid expenses and other current assets ( 743 ) ​ ( 1,065 ) Other assets - leased mobile homes ​ 278 ​ ​ 2,524 Other assets ( 7,710 ) ​ ( 155 ) Accounts payable and accrued liabilities 11,337 ​ ( 3,487 ) Right of use asset, net ( 16 ) ​ 27 Customer deposits ( 117 ) ​ ( 2,203 ) Escrow liability ​ 1,486 ​ ​ 1,519 Dealer incentive liability ( 1,026 ) ​ ( 890 ) Net cash provided by operating activities 37,152 ​ 35,993 Investing activities: ​ ​ ​ Purchases of property, plant and equipment ( 9,001 ) ​ ( 9,212 ) Purchase of AmeriCasa ​ ( 19,001 ) ​ ​ — Proceeds from sale of property ​ — ​ ​ 1,573 Issuance of notes receivable ( 1,582 ) ​ ( 5,541 ) Notes receivable collections ​ 7,245 ​ ​ 6,449 Purchases of loans ​ ( 113 ) ​ ​ ( 217 ) Collections from purchased loans ​ 374 ​ ​ 234 Net cash used in investing activities ( 22,078 ) ​ ( 6,714 ) Financing activities: ​ ​ ​ Proceeds from exercise of stock options ​ ​ ​ ​ 200 Purchases of treasury stock ​ ( 7,609 ) ​ ​ ( 5,398 ) Proceeds from lines of credit 3,305 ​ 46,410 Payments on lines of credit ( 3,441 ) ​ ( 70,090 ) Net cash used in financing activities ( 7,745 ) ​ ( 28,878 ) Net increase in cash 7,329 ​ 401 Cash at beginning of period 1,149 ​ 748 Cash at end of period $ 8,478 ​ $ 1,149 Supplemental disclosure of cash flow information: ​ ​ ​ Cash paid for interest $ 2 ​ $ 1,004 Cash paid for taxes $ 6,454 ​ $ 14,997 ​ See accompanying notes to financial statements ​ ​ 35 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) 1. NATURE OF OPERATIONS Legacy Housing Corporation (referred herein as ”Legacy”, “we”, “our”, “us”, or the “Company”) was formed on January 1, 2018 as a Delaware corporation through a corporate conversion of Legacy Housing, Ltd. (the “Partnership”), a Texas limited partnership formed in May 2005. Effective December 31, 2019, the Company reincorporated from a Delaware corporation to a Texas corporation. The Company is headquartered in Bedford, Texas. The Company (1) manufactures and provides for the transport of manufactured homes, (2) provides wholesale financing to dealers and mobile home parks, (3) provides retail financing to consumers and (4) is involved in financing and developing new manufactured home communities. The Company manufactures its mobile homes at plants located in Fort Worth, Texas, Commerce, Texas and Eatonton, Georgia. The Company relies on a network of dealers to market and sell its manufactured homes. The Company also sells homes directly to consumers, through its own retail stores, and to dealers and mobile home parks. Basis of Presentation The financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Use of Estimates The preparation of our financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of income and expenses during the reporting period. Significant estimates made in connection with the accompanying financial statements primarily relate to the determination and valuation of notes receivable from mobile home parks, consumer loans receivable, other notes receivable, dealer financed receivables and fair value of financial instruments. Actual results could differ from these estimates. Segment Reporting The Company has one reportable segment. All of our activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, the sale of manufactured homes includes providing transportation for dealers. We also provide financing options for customers to facilitate home sales. Accordingly, all significant operating and strategic decisions by the co-chief operating decision makers, the Executive Chairman and Chief Executive Officer, are based upon analyses of our company as one operating segment. ​ We generate revenues through the manufacture and sales of manufactured homes and “Tiny Houses” and the related interest income associated with financing these homes sales. We define the segment primarily based on how internally reported financial and operating information is regularly reviewed by our co-chief operating decision makers (“co-CODMs”) to evaluate financial performance, make decisions and allocate resources. Our co-CODMs are our Executive Chairman and Chief Executive Officer. The co-CODMs assess performance for the segment based on net income and total assets that are also reported on the statements of income and balance sheet as net income and total assets, respectively. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The co-CODMs assess our operating and financial performance on a company-wide or consolidated basis. ​ ​ ​ 36 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) ​ 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company maintains cash balances in bank accounts that may, at times, exceed federally insured limits. The Company has not incurred any losses from such accounts, and management considers the risk of loss to be minimal. As of December 31, 2025, the Company had two bank accounts that exceeded the Federal Deposit Insurance Corporation and Securities Investor Protection Corporation limits by $ 7.7 million. Revenue Recognition Product sales primarily consist of sales of manufactured homes to consumers and mobile home parks through various sales channels, which include Direct Sales, Commercial Sales, Inventory Finance Sales, and Retail Store Sales. Direct Sales include homes sold directly to independent retailers or customers that are not financed by the Company and are not sold under an inventory finance arrangement. These types of homes are generally paid for prior to shipment. Commercial Sales include homes sold to mobile home parks under commercial loan programs or paid for upfront. Inventory Finance Sales include sales of homes to independent retailers, or dealers, who then resell the homes to consumers. Retail Store Sales are homes sold through Company-owned retail locations. Inventory Finance Sales and Retail Store Sales of homes may be financed by the Company or a third party, or they may be paid in cash. Consumer, MHP and dealer loans interest includes interest income from the consumer, MHP and dealer finance loan portfolios. Other revenue consists of contract deposit forfeitures, consignment fees, commercial lease rents, land sales, service fees and other miscellaneous income. Accounts Receivable Net accounts receivable includes receivables from direct sales of manufactured homes, sales of parts and supplies to customers, inventory finance fees and interest. Accounts receivable related to inventory finance fees and interest generally are due upon receipt, and all other accounts receivable generally are due within 30 days . Accounts receivable is stated at amounts due from customers net of an allowance for doubtful accounts. Accounts outstanding longer than the contractual payment terms are considered past due. The Company determines the allowance by considering several factors, including the aging of the past due balance, the customer’s payment history, and the Company’s previous loss history. The Company establishes an allowance for doubtful accounts for amounts that are deemed to be uncollectible. At December 31, 2025, 2024 and 2023, the allowance for doubtful accounts totaled $ 1.5 million, $ 578 and $ 651 , respectively. At December 31, 2025, 2024 and 2023, accounts receivable, net was $ 5.5 million, $ 4.0 million and $ 4.7 million, respectively. Consumer Loans Receivable Consumer loans receivable result from financing transactions entered into with retail consumers of manufactured homes sold through independent retailers and company-owned retail locations. Consumer loans receivable generally consist of the sales price and any additional financing fees, less the buyer’s down payment. Interest income is recognized monthly per the terms of the financing agreements. The average contractual interest rate per loan was approximately 13.1 % and 13.1 % as of December 31, 2025 and 2024, respectively. Consumer loans receivable have maturities that range from 3 to 30 years . 37 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) The Company reviews loan applications in an underwriting process which considers credit history, among other things, to evaluate credit risk of the consumer and determines interest rates on approved loans based on consumer credit score, payment ability and down payment amount. The Company uses payment history to monitor the credit quality of the consumer loans on an ongoing basis. The Company may also receive escrow payments for property taxes and insurance included in its consumer loan collections. The liabilities associated with these escrow collections totaled $ 13.1 million and $ 11.6 million as of December 31, 2025 and 2024, respectively, and are included in escrow liability in the accompanying balance sheets. Allowance for Loan Losses—Consumer Loans Receivable The allowance for loan losses reflects management’s estimate of losses inherent in the consumer loans that may be uncollectible based upon review and evaluation of the consumer loan portfolio as of the date of the balance sheet. An allowance for loan losses is determined after giving consideration to, among other things, the loan characteristics, including the financial condition of borrowers, the value and liquidity of collateral, delinquency and historical loss experience. The allowance for loan losses is comprised of two components: the general reserve and specific reserves. The Company’s calculation of the general reserve considers the historical loan default rates and collateral recovery rates for the last three years and any qualitative factors both internal and external to the Company. Specific reserves are determined based on probable losses on specific classified impaired loans. The Company’s policy is to place a loan on nonaccrual status when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which generally is when either principal or interest is past due and remains unpaid for more than 90 days. Management implemented this policy based on an analysis of historical data, current performance of loans and the likelihood of recovery once principal or interest payments became delinquent and were aged more than 90 days. Payments received on nonaccrual loans are accounted for on a cash basis, first to interest and then to principal, as long as the remaining book balance of the asset is deemed to be collectible. The accrual of interest resumes when the past due principal or interest payments are brought within 90 days of being current. Impaired loans are those loans for which it is probable that the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impaired loans, or portions thereof, are charged off when deemed uncollectible. A loan is generally deemed impaired if it is more than 90 days past due on principal or interest, is in bankruptcy proceedings, or is in the process of repossession. A specific reserve is created for impaired loans based on fair value of underlying collateral value, less estimated selling costs. The Company uses various factors to determine the value of the underlying collateral for impaired loans. These factors include: (1) the length of time the unit remained unsold after construction; (2) the amount of time the house was occupied; (3) the cooperation level of the borrowers (for example, loans requiring legal action or extensive field collection efforts may have a reduced value); (4) the physical location of the home; (5) the length of time the borrower has lived in the house without making payments; (6) the size of the home and market conditions; and (7) the experience and expertise of the particular dealer assisting in collection efforts. Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the estimated fair value of the home, less the costs to sell. At repossession, the collateral is recorded at the same amount as the principal balance of the loan. The fair value of the collateral is then computed based on the historical recovery rates of previously charged off loans, the loan is charged off and the loss is charged to the allowance for loan losses. At each reporting period, the fair value of the collateral is adjusted to the lower of the amount recorded at repossession or the estimated sales price less estimated costs to sell, based on current information. Repossessed homes from the consumer loan portfolio totaled $ 8.4 million and $ 3.9 million as of December 31, 2025 and 2024, respectively, and are included in other assets in the accompanying balance sheets. 38 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) Notes Receivable from Mobile Home Parks The notes receivable from mobile home parks (“MHP Notes”) relate to manufactured homes sold to mobile home parks and financed through notes receivable. The MHP Notes have varying maturity dates and require monthly principal and interest payments. The interest rate on the MHP Notes can be fixed or variable, and the interest rates range from 4.9 % to 11.5 %. The average interest rate per loan was approximately 8.1 % as of December 31, 2025 and 7.8 % as of December 31, 2024, with maturities that range from 1 to 10 years . The collateral underlying the MHP Notes are individual manufactured homes which can be repossessed and resold. The MHP Notes are generally personally guaranteed by borrowers. Allowance for Loan Losses—MHP Notes MHP Notes are stated at amounts due from customers, net of allowance for loan losses. The Company determines the allowance by considering several factors, including the aging of the past due balance, the customer’s payment history, and the Company’s previous loss history. The Company establishes an allowance composed of specific and general reserve amounts. As of December 31, 2025 and 2024, the MHP Notes balance is presented net of unamortized finance fees of $ 1.1 million and $ 1.1 million, respectively. The finance fees are amortized over the life of the MHP Notes. As of December 31, 2025, there were past due balances of $ 620 on MHP Notes. As of December 31, 2024, there were past due balances of $ 17 on the MHP Notes excluding any amounts attributed to the Notes, as defined in Note 6, Notes Receivable from Mobile Home Parks. For the years ended December 31, 2025 and 2024, there were no charge offs recorded for MHP Notes. Allowance for loan loss for the MHP Notes was $ 1.4 million and $ 654 as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the impaired balance of MHP notes was $ 248 and $ 0 , respectively. Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the estimated fair value of the home, less the costs to sell. Other Notes Receivable Other notes receivable relate to notes issued to mobile home park owners and dealers and are not directly tied to the sale of manufactured homes. These other notes have varying maturity dates and generally require monthly principal and interest payments. They are collateralized by mortgages on real estate, manufactured homes that we have financed for which the borrower uses as offices, as well as vehicles. These notes typically are personally guaranteed by the borrowers. The interest rates on the other notes generally are fixed and range from 5.0 % to 17.5 %. The Company reserves for estimated losses on the other notes based on current economic conditions that may affect the borrower’s ability to pay, the borrower’s financial strength, and historical loss experience. As of December 31, 2025, there were past due balances of $ 189 on other notes. As of December 31, 2024, there were past due balances of $ 1.4 million on other notes, excluding any amounts attributable to the Notes, as defined in Note 5, Notes Receivable from Mobile Home Parks. For the years ended December 31, 2025 and 2024, the charge offs of other notes was $ 276 and $ 0 , respectively. Allowance for loan loss for the other notes was $ 229 and $ 364 as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the impaired balance of other notes was 39 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) $ 63 and $ 141 , respectively. Collateral for repossessed loans is acquired through foreclosure or similar proceedings and is recorded at the estimated fair value of the home, less the costs to sell. Dealer Finance Receivable Dealer finance receivable are receivables for loans that we make to independent retailers, or dealers, for the purchase of manufactured homes so that dealers can then market them for sale to consumers. The loans are part of our inventory finance program. In late 2022 and early 2023, the Company transitioned many of its dealers from a traditional consignment arrangement to an inventory finance arrangement. 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. The Company establishes an allowance for past due interest payments and inventory sold out of trust (SOT). As of December 31, 2025 and 2024, the allowance for loan losses is $ 1.7 million and $ 194 , respectively. Inventories Inventories consist of raw materials, work-in-process, and finished goods and are stated at the lower of cost or net realizable value. The cost of raw materials is based on the first-in first-out method. Finished goods and work-in-process are based on a standard cost system that approximates actual costs using the specific identification method. Estimates of the lower of cost and net realizable value of inventory are determined by comparing the actual cost of the product to the estimated selling prices in the ordinary course of business based on current market and economic conditions, less reasonably predictable costs of completion, disposal, and transportation of the inventory. For the periods ending, December 31, 2025 and 2024, the Company recorded an insignificant amount of inventory write-downs. Leased Property The Company offers mobile home park operators the opportunity to lease manufactured homes for rent in lieu of purchasing the homes for cash or under a longer-term financing agreement. In this arrangement, the title for the manufactured homes remains with the Company, and the lease is accounted for as an operating lease. Our typical lease agreement is for 96 months or 120 months . It requires the lessee to maintain the home and to return the home to us at the end of the lease in good condition. It provides the lessee with a termination option for a fee, an option to extend the lease and a purchase option at fair market value. The leased manufactured homes are included in other assets on the Company’s balance sheet, capitalized at manufactured cost and depreciated over a 15 year useful life. Homes returned to the Company upon expiration of the lease or in the event of default are sold by the Company through its standard sales and distribution channels. Future minimum lease income under all operating leases for each of the next five years at December 31, 2025, is as follows: ​ ​ ​ ​ 2026 ​ ​ ​ $ 1,091 2027 ​ 919 2028 ​ 762 2029 ​ 493 2030 ​ 148 Thereafter ​ 84 Total ​ $ 3,497 40 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) ​ ​ Property, Plant, and Equipment Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of each asset. Estimated useful lives for significant classes of assets are as follows: buildings and improvements, 30 to 39 years ; vehicles, 5 years ; machinery and equipment, 7 years ; and furniture and fixtures, 7 years . Repair and maintenance charges are expensed as incurred. Expenditures for major renewals or betterments which extend the useful lives of existing property, plant and equipment are capitalized and depreciated. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Assets are grouped at the lowest level in which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. In such cases, if the future undiscounted cash flows of the underlying assets are less than the carrying amount, then the carrying amount of the long-lived asset will be adjusted for impairment. No impairment for long-lived assets was recorded for the years ended December 31, 2025 and 2024. Goodwill Goodwill represents the cost of business acquisitions in excess of the fair value of identifiable net tangible and intangible assets acquired. The Company reviews goodwill for potential impairment annually, or when an event or other circumstances change that would more likely than not reduce the fair value of the asset below its carrying value. Intangible Assets, Net Our intangible assets consist of trade name, internally developed software, customer contracts, and non-complete agreements, are considered finite-lived, and are amortized over their useful lives. Finite-lived intangibles are generally amortized over 1 to 15 years on a straight-line depreciation basis and are reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Amortization expenses recognized on intangible assets was $ 162 during the year ended December 31, 2025. Finite-lived intangible have a weighted average remaining life of 10.3 years. ​ ​ ​ 2026 $ 905 2027 ​ 580 2028 ​ 580 2029 ​ 580 2030 ​ 547 Thereafter ​ 2,006 Total $ 5,198 ​ ​ 41 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) ​ Business Combinations ​ Business combinations are accounted for using the acquisition method. Under this approach, the Company recognizes the assets acquired and liabilities assumed at their fair values as of the acquisition date. Any excess of the acquisition price over the fair values of the identifiable assets and liabilities is recorded as goodwill, provided that the criteria of a business combination are met. ​ For significant acquisitions, the Company engages third-party appraisal firms to determine the fair values of certain assets and liabilities, using techniques such as discounted cash flow analysis and other relevant valuation methods. Acquisition-related costs are expensed as incurred. ​ The Company may adjust the fair values of acquired assets and assumed liabilities during the measurement period, which lasts until all relevant information regarding the facts and circumstances that existed as of the acquisition date is available, not to exceed one year from the acquisition date. Adjustments made during this period will be recognized in the period they are determined, including any impacts on earnings that would have been recorded in previous periods if the accounting had been finalized at the acquisition date. ​ Estimating the fair values of assets and liabilities in business combinations requires significant judgment. These estimates rely on both observable and unobservable inputs, making them susceptible to variability and sensitive to changes in market conditions. As a result, future changes in these inputs may affect our financial statements. ​ Dealer Incentive Liability The Company has entered into agreements with qualifying independent retailers, or dealers, that provides incentives to retailers when their customers finance the purchase of a home with the Company. The agreements provide for a profit sharing arrangement between the Company and the dealer for these consumer loans. The independent retailer is eligible to receive a dealer incentive, which is a portion of total collections expected on this consumer loan portfolio after the Company recovers its contribution (the collection thresholds are set per the terms of the dealer agreement, and the contribution includes the Company’s initial contribution, interest and fees). A dealer incentive liability is recorded in the Company’s balance sheet based on the total outstanding balance of individual dealer loan portfolios at period end, less the remaining portion of the Company’s contribution in respective portfolios. As of December 31, 2025 and 2024, the dealer incentive liability was $ 2.8 million and $ 4.4 million, respectively. Dealer incentive expense for the year ended December 31, 2025, was $ 332 , dealer incentive income for the year ended December 31, 2024, was $ 930 , and these amounts are included in the Company’s statements of income. Product Warranties The Company provides retail home buyers with a one-year warranty from the date of purchase on manufactured inventory. At this time, we do not provide any warranties with respect to Tiny Houses. Product warranty costs are accrued when the covered homes are sold to customers. Product warranty expense is recognized based on the terms of the product warranty and the related estimated costs. Factors used to determine the warranty liability include the number of homes under warranty and the historical costs incurred in servicing the warranties. The accrued warranty liability is reduced as costs are incurred and the warranty liability balance is included as part of accrued liabilities in the Company’s balance sheet. 42 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) The following table summarizes activity within the warranty liability for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Warranty liability, beginning of period ​ $ 1,950 ​ $ 2,910 Product warranty reserve accrued ​ 1,380 ​ 840 Warranty costs incurred ​ ( 1,467 ) ​ ( 1,800 ) Warranty liability, end of period ​ $ 1,863 ​ $ 1,950 ​ ​ Fair Value Measurements and Fair Value of Financial Instruments The Company accounts for its investments and derivative instruments in accordance with the provisions of Accounting Standards Codification (“ASC”) 820 10, Fair Value Measurement, which among other things provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurement) and the lowest priority to unobservable inputs (Level III measurements). The three levels of fair value hierarchy under ASC 820 10, Fair Value Measurement, are as follows: Level I Quoted prices are available in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ​ Level II Significant observable inputs other than quoted prices in active markets for which inputs to the valuation methodology include: (1) Quoted prices for similar assets or liabilities in active markets; (2) Quoted prices for identical or similar assets or liabilities in inactive markets; (3) Inputs other than quoted prices that are observable; and (4) Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level II input must be observable for substantially the full term of the asset or liability. ​ Level III Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities. The asset or liability fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments consist primarily of cash, accounts receivable, consumer loans, MHP Notes, other notes, accounts payable, and lines of credit. The carrying amounts of cash, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement dates of these instruments. This is considered a Level I valuation technique. The lines of credit, part of the MHP Notes and part of the other notes receivables have variable interest rates that reflect market rates and their fair value approximates their carrying value. This is considered a Level II valuation technique. The Company also assessed the fair value of the consumer loans receivable, the fixed rate MHP Notes and the portion of other note receivables with fixed rates based on the discounted value of the remaining principal 43 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) and interest cash flows. This is considered a Level III valuation technique. The following table shows the fair market value and book value of these portfolios, net of allowances, loan discount fees and deferred financing fees, as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ ​ 2025 ​ 2024 Consumer loan portfolio, fair value ​ $ 185,985 ​ $ 164,755 Consumer loan portfolio, book value ​ 198,814 ​ 174,105 Fixed rate MHP Notes, fair value ​ ​ 182,298 ​ 181,697 Fixed rate MHP Notes, book value ​ ​ 186,600 ​ 183,108 Variable rate MHP Notes, book value ​ ​ 9,938 ​ ​ 23,356 Fixed rate other notes, fair value ​ ​ 5,968 ​ 14,730 Fixed rate other notes, book value ​ ​ 6,093 ​ 14,916 ​ Reserve for Repurchase Commitments In accordance with customary business practice in the manufactured housing industry, the Company has entered into certain repurchase agreements with certain financial institutions and other credit sources who provide floor plan financing to industry retailers, which provides that the Company will be obligated, under certain circumstances, to repurchase homes sold to retailers in the event of a default by a retailer in its obligation to such credit sources. The Company’s obligation under these repurchase agreements ceases upon the purchase of the home by the retail customer. The Company applies ASC 460, Guarantees and ASC 450-20, Loss Contingencies , to account for its liability for repurchase commitments. The Company considers its current obligations on current contracts to be immaterial and accordingly have not recorded any reserve for repurchase commitments as of December 31, 2025 and 2024. Interest Income Interest on consumer loans, MHP Notes and other notes is recognized using the effective-interest method on the daily balances of the principal amounts outstanding and recorded as part of total revenue. Fees associated with the origination of loans and certain direct loan origination costs are netted and the net amount is deferred and recognized over the life of the loan as an adjustment of yield. Interest related to other notes receivable balances and interest income earned on cash balances is shown in Non-operating Interest Income on the statements of income. Share-Based Compensation The Company accounts for share-based compensation in accordance with the provisions of Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Share-based compensation expense is recognized based on an award’s estimated grant date fair value in order to recognize compensation cost for those shares expected to vest. Compensation cost is recognized on a straight-line basis over the vesting period of the awards and adjusted as forfeitures occur. The fair value of each option grant with only service-based conditions is estimated using the Black-Scholes pricing model. The fair value of each restricted stock grant with only service-based conditions is calculated based on the closing price of the Company’s common stock on the grant date. ​ The fair value of stock option awards on the date of grant is estimated using the Black-Scholes option pricing model, which requires the Company to make certain predictive assumptions. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the award. The volatility is 44 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) estimated based on the historical volatility of the Company’s common stock. The expected life of awards granted represents the period during which the awards are expected to remain outstanding, based on the “simplified” method, which is allowed for companies that cannot reasonably estimate the expected life of options based on their historical award exercise experience. The Company does not expect to pay dividends on its common stock. ​ Pursuant to the Legacy Housing Corporation 2018 Incentive Compensation Plan (the “Plan”), the Company may issue up to 10.0 million equity awards to employees, directors, consultants, and nonemployee service providers in the form of stock options, stock, restricted stock, and stock appreciation rights. Stock options may be granted with a contractual life of up to ten years . At December 31, 2025, the Company had 8.3 million shares available for grant under the Plan. ​ During the year ended 2025, the Company granted stock option awards to an individual who joined Legacy as part of the AmeriCasa acquisition to purchase up to 300,000 shares at an exercise price of $ 36 and up to 600,000 shares at an exercise price of $ 48 . Each stock option award will vest equally each year from January 1, 2026, through January 1, 2031. Additionally, the Company also granted other immaterial stock option awards to certain other employees. As of December 31, 2025, all 2025 options issued remain unvested. ​ The fair value of each option granted was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the following assumptions: ​ Expected life (in years) 4 - 8 years Expected stock price volatility 40 - 44 % Risk-free interest rate 3.70 % - 3.91 % Dividend rate 0 % ​ The weighted-average grant-date fair value of options granted in 2025 was $ 5.86 per share. During the year ended December 31, 2025, certain former employees of the Company forfeited all of their remaining options. As the Company has elected to record forfeitures as they occur, the Company recognized a related reversal of its previously recognized compensation expense for unvested stock option awards of $ 231 as a reduction to stock compensation expense for the period. ​ As of December 31, 2025 and 2024, approximately 1,239,000 and 1,013,000 options were outstanding, respectively. Of the 1,239,000 and 1,013,000 options outstanding as of December 31, 2025 and 2024, 289,000 and 189,000 were exercisable and 950,000 and 824,000 were nonvested, respectively. Of the 289,000 exercisable as of December 31, 2025, all were forfeited in January 2026. Unrecognized compensation expense related to these options at December 31, 2025 and 2024 was $ 5.4 million and $ 4.2 million and is expected to be recognized over 6.0 years and 7.2 years, respectively. Compensation expense for stock option awards for the years ended December 31, 2025 and 2024 was $ 458 and $ 777 , respectively, net of forfeitures. 45 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) Earnings Per Share Basic earnings per common share (“EPS”) is computed based on the weighted-average number of common shares outstanding during the reporting period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s balance sheets. Diluted EPS is based on the weighted-average number of common shares outstanding plus the number of additional shares that would have been outstanding had the dilutive common shares been issued. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using the enacted tax rates for the years and jurisdictions in which the temporary differences are expected to be recovered. A change to the tax rates used to measure the Company’s deferred taxes is recognized in income during the period in which the new rate(s) were enacted. The Company recognizes deferred tax assets to the extent the Company’s assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including the future reversals of existing taxable temporary differences, projected future taxable income exclusive of reversing temporary differences and carryforwards, tax-planning strategies, taxable income in prior carryback years if permitted under tax law, and the results from prior years. If the Company determines it is more likely than not, that all or a portion of a deferred tax asset will not be realized a valuation allowance is recorded with a charge to income tax expense. Alternatively, if the Company determines that all or a portion of a deferred tax asset previously not meeting the more likely than not threshold will be realized, the Company reduces its valuation allowance and recognizes a benefit in income tax expense. The Company recognizes and measures uncertain tax benefits in accordance with ASC 740 based on a two-step process in which (1) the Company determines whether it is more likely than not that the tax position will be sustained based on the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than fifty percent likely to be realized upon ultimate settlement with the related tax authority. The Company's policy is to recognize interest and penalties related to uncertain tax positions, if any, in income tax expense. From time to time, the Company purchases tax credits. The purchased credit is either recorded as an adjustment to income taxes refundable (payable) or as a deferred tax asset, or if the purchased credit is expected to be carried forward to be utilized on future income tax returns, the difference between the purchase price, including direct costs to acquire the credit, and the purchased tax credit is recognized as a deferred credit. The deferred credit is recognized in income tax expense in the proportion to the reversal of the associated deferred tax asset. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk are accounts receivable, consumer loans, MHP Notes, inventory finance loans and other notes receivable. Management believes that its credit policies are adequate to minimize potential credit risk related to accounts receivable and other notes receivable. The consumer loans and inventory finance loans are secured by the manufactured homes that were financed through the loans. The MHP Notes are secured by manufactured homes, other assets, and are personally guaranteed. The MHP Notes personal guarantor may cover multiple parks and each park is treated as a customer. As of December 31, 2025, the Company had concentrations of MHP Notes with three independent third-parties and their respective affiliates that equaled 24.7 %, 9.6 % and 7.4 % of the principal balance outstanding, all of which was secured by the manufactured homes. As of December 31, 2024, the Company had concentrations of MHP Notes with three independent third-parties 46 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) and their respective affiliates that equaled 11.4 %, 23.5 % and 14.6 % of the principal balance outstanding, all of which was secured by the manufactured homes. As of December 31, 2025, the Company had concentrations of other notes receivable with three independent third-parties and their respective affiliates that equaled 54.9 %, 10.6 % and 9.2 %, respectively, of the principal balance outstanding. As of December 31, 2024, the Company had concentrations of other notes receivable with three independent third-parties and their respective affiliates that equaled 33.7 %, 22.7 % and 10.5 %, respectively, of the principal balance outstanding. The other notes are secured by land and other assets and are personally guaranteed. Recent Accounting Pronouncements In November 2023 the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 enhances current and interim annual reportable segment disclosures and requires additional disclosures about significant segment expenses. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as existing segment disclosures and reconciliation requirements in ASC 280 – Segment Reporting on an interim and annual basis. In 2024, we adopted ASU 2023-07 it did not have a significant impact. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"), which enhances the transparency and decision usefulness of income tax disclosures. Adjustments to the annual disclosure of income taxes include: (1) A tabular rate reconciliation comprised of eight specific categories, (2) Incomes taxes paid, disaggregated between significant national, state, and foreign jurisdictions, (3) Eliminates requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made, and (4) Adds a requirement to disclose income (or loss) from continuing operations before income tax expense (or benefit) by national, state, and foreign, and income tax expense (or benefit) from continuing operations disaggregated between national, state and foreign. The ASU is effective for public business entities for fiscal years beginning on or after December 15, 2024, and for all other entities for fiscal years beginning on or after December 31, 2025, with early adoption permitted. The amendments in ASU 2023-09 were adopted by the Company on a retrospective basis. There was no material impact to the Company's financial statements as a result of adopting ASU 2023-09. ​ In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about certain types of costs and expenses in the notes to the financial statements. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. We are currently evaluating the impact of disclosure requirements related to the new standard on our financial statements. From time to time, new accounting pronouncements are issued by the FASB and other regulatory bodies that are adopted by the Company as of the specified effective dates. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. ​ ​ 47 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) 3. AMERICASA ACQUISITION On October 30, 2025, as amended and effective November 1, 2025, the Company entered into an Asset and Membership Interest Purchase Agreement (the “Agreement” or the “AmeriCasa Acquisition”) with AmeriCasa Solutions LLC and certain affiliated entities (collectively, the “Seller Entities”). Pursuant to the terms of the Agreement, the Company agreed to acquire specified, substantially all of the assets and certain membership interests related to the Seller Entities’ business (the “Business”). The Business consists 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, the Company acquired intellectual property, real property, inventory, accounts receivable arising after closing, assigned contracts, permits, consumer loans, and goodwill, and 28.75 % of the membership interests in an AmeriCasa affiliate entity, 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, are excluded from the transaction. The Company assumed only specified liabilities, including a line of credit used to finance inventory, and liabilities under assigned contracts arising after the closing, as well as other liabilities set forth in the Agreement. All other liabilities, including those related to taxes for pre-closing periods, benefit plans, excluded assets and pre-closing actions, remained with the Seller Entities. The transaction was structured as an asset purchase for tax purposes. The total net purchase consideration is $ 19.9 million, composed of $ 20.4 million in cash, less the extinguishment of the Company's pre-existing dealer liability payable to AmeriCasa of $ 539 , and the assumption of certain liabilities totaling approximately $ 1.3 million. Additionally, the Company has not yet released approximately $ 400 in cash and $ 1.0 million held in escrow. The escrow is to be retained for one year to secure performance guarantees per the Agreement. The AmeriCasa Acquisition was accounted for using the acquisition method of accounting for business combinations. The table below outlines our allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on their fair values at the acquisition date. ​ ​ ​ ​ ​ ​ ​ ​ ​ At acquisition date Property and equipment ​ $ 2,310 Inventories ​ 1,329 Consumer loans ​ 9,138 Other assets ​ 595 Intangible assets – trademarks (estimated useful life of 15 years ) ​ 2,810 Intangible assets – noncompete (estimated useful life of 6 years ) ​ 1,180 Intangible assets – developed technology (estimated useful life of 5 years ) ​ 980 Intangible assets – customer relationships (estimated useful life of 1 year ) ​ 390 Line of credit ​ ( 1,336 ) Fair value of net assets acquired ​ $ 17,396 ​ The fair value of the acquired property and equipment and equipment held for lease was determined using both cost and sales comparison approaches. The cost approach was primarily employed, which involved estimating the replacement cost of the assets and adjusting this amount for their age, condition, utility and remaining economic life. The sales comparison approach utilized comparable transactions adjusting for market conditions, location, size and improvements. 48 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) The fair value of inventories reflects the manufactured homes on hand at closing date and approximates its carrying and realizable value as the inventories acquired turns quickly and is sold at pricing that reflects market conditions. The fair value of consumer loans approximates the carrying values as management estimates that such consumer loans’ rates of interest represent market interest rates and are currently paying as agreed. Management also recognized identifiable intangible assets that are both separable and legally enforceable. The valuation methods used to determine the estimated fair value of identifiable intangible assets included the multi-period excess earnings method for customer relationships, developed technology and non-compete agreements and the relief from royalty method for trademarks. Several significant assumptions were involved in the application of these valuation methods, including revenue growth rate, royalty rates, contributory asset charges, probability of renewal, discount rates and estimated useful lives of the intangible assets. These identifiable intangible assets have finite lives and are subject to amortization over their estimated useful lives. The fair value of the line of credit liability assumed approximates its carrying value at acquisition date, as the terms for the line of credit are consistent with current market terms for inventory financing lines of credit. ​ ​ ​ ​ ​ ​ ​ ​ ​ At acquisition date Fair value of purchase consideration transferred allocated to business combination ​ $ 19,868 Fair value of net assets acquired ​ ( 17,396 ) Goodwill ​ $ 2,472 ​ The value assigned to goodwill in connection with the business combination is $ 2.5 million. This goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired, reflecting the assembled workforce and expected growth opportunities available to us resulting from the AmeriCasa Acquisition. Goodwill is not subject to amortization but is tested for impairment annually, or more frequently if indicators of impairment arise. The goodwill from this business combination is fully deductible for income tax purposes. Due to the timing of the AmeriCasa Acquisition’s completion, the purchase price and related allocation are preliminary and may be revised. Adjustments could arise from changes to the purchase price, additional information obtained regarding the acquired assets and assumed liabilities and revisions to preliminary estimates of fair values including, but not limited to, certain intangible assets acquired and liabilities assumed, contractual relationships, intangible assets, deferred income taxes and residual goodwill. These adjustments to the purchase price allocation could be significant. The final allocation will be completed within the measurement period, which may extend up to one year from the acquisition date. In connection with the AmeriCasa Acquisition, we incurred acquisition-related costs of $ 167 for the year ended December 31, 2025. These costs primarily consisted of legal and consulting fees and are included in “Selling, general, and administrative expenses” in our statement of income. For the year ended December 31, 2025, our statement of income included total revenue of $ 1.0 million and pre-tax loss of $ 28 from the AmeriCasa Acquisition. ​ ​ 4. REVENUE Product sales primarily consist of sales of manufactured homes to consumers and mobile home parks through various sales channels, which include Direct Sales, Commercial Sales, Inventory Finance Sales, and Retail Store Sales. Direct Sales include homes sold directly to independent retailers or customers that are not financed by the Company and are not sold under an inventory finance arrangement. These types of homes are generally paid for prior to shipment. Commercial Sales include homes sold to mobile home parks under commercial loan programs or paid for upfront. Inventory Finance Sales include sales of homes to independent retailers, or dealers, who then resell the homes to 49 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) consumers. Retail Store Sales are homes sold through Company-owned retail locations. Inventory Finance Sales and Retail Store Sales of homes may be financed by the Company or a third party, or they may be paid in cash. Revenue from product sales is recognized when the performance obligation under the terms of a contract with our customer is satisfied, which typically occurs upon delivery and transfer of title of the home, as this depicts when control of the promised good is transferred to our customers. For inventory financed sales, the independent dealer enters into a financing arrangement with the Company and is required to make monthly interest payments. Interest income is recorded separately in the statement of income. For other financed sales by the Company, the individual customer enters into a sales and financing contract and is required to make a down payment. These financed sales contain a significant financing component and any interest income is recorded separately in the statement of income. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the homes to the customers. Sales and other similar taxes collected concurrently with revenue-producing activities are excluded from revenue. The Company made an accounting policy election to account for any shipping and handling costs that occur after the transfer of control as a fulfillment cost that is accrued when control is transferred. Warranty obligations associated with the sale of a unit are assurance-type warranties for a period of twelve months that are a guarantee of the home’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. The Company has elected to use the practical expedient to expense the incremental costs of obtaining a contract if the amortization period of the asset that the Company would have otherwise recognized is one year or less. Warranty costs are included in selling, general, and administrative expenses, in the statements of income. Warranty costs were $ 1.5 million and $ 1.8 million for the years ended December 31, 2025 and 2024. For the years ended December 31, 2025 and 2024, total cost of product sales included $ 7.8 million and $ 6.4 million of costs relating to subcontracted production for commercial sales, transportation and delivery costs, and certain other costs incurred for retail store and commercial sales. Other revenue consists of contract deposit forfeitures, consignment fees, commercial lease rents, land sales, service fees and other miscellaneous income. Consignment fees are charged to independent retailers on a monthly basis for homes held by the independent retailers pursuant to a consignment arrangement until the home is sold to an individual customer. Consignment fees are determined as a percentage of the home’s wholesale price to the independent dealer. Revenue recognition for consignment fees is recognized over time using the output method as it provides a faithful depiction of the Company’s performance toward completion of the performance obligation under the contract and the value transferred to the independent retailer for the time the home is held under consignment. Revenue for commercial leases is recognized as earned monthly over a contractual period of 96 or 120 months . Revenue for service fees and miscellaneous income is recognized at a point in time when the performance obligation is satisfied. Land sales revenue is comprised of sales of land (real property) that was acquired as a result of maintaining or furthering our primary business of producing, selling, and financing manufactured homes. Land sale revenue for 2025 was $ 114 , while for 2024 it was $ 8.9 million for the sale of two properties. ​ 50 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) Sales Concentration. The following table presents mobile home park (“MHP”) sales to independent third parties and their affiliates that are greater than 5.0% of our total product sales for the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ % of ​ ​ ​ ​ % of ​ ​ ​ ​ ​ Product ​ ​ ​ ​ Product ​ ​ Sales ​ ​ ​ Sales ​ Sales ​ ​ ​ Sales Customer A ​ $ 7,998 ​ 6.8 ​ $ 10,733 ​ 8.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 51 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) Disaggregation of Revenue. The following table summarizes customer contract revenues disaggregated by source of the revenue for the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Product sales: ​ ​ ​ ​ ​ ​ Direct sales ​ $ 11,429 ​ $ 9,156 Commercial sales ​ 38,376 ​ 55,131 Inventory finance sales ​ ​ 37,243 ​ ​ 36,740 Retail store sales ​ ​ 22,564 ​ ​ 20,026 Other product sales (1) ​ 7,320 ​ 8,292 Total product sales ​ 116,932 ​ 129,345 Loan portfolio interest: ​ ​ ​ ​ Interest - consumer installment notes ​ 23,698 ​ 21,006 Interest - MHP notes ​ 16,915 ​ 16,962 Interest - dealer finance notes ​ ​ 3,061 ​ ​ 3,214 Total loan portfolio interest ​ 43,674 ​ 41,182 Other revenue ​ 3,961 ​ 13,664 Total net revenue ​ $ 164,567 ​ $ 184,191 ​ (1) Other product sales revenue from ancillary products and services including parts, freight and other services 5. CONSUMER LOANS RECEIVABLE Consumer loans receivable, net of allowance for loan losses and deferred financing fees, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ As of December 31, ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 ​ 2023 Consumer loans receivable ​ $ 203,601 ​ $ 177,289 ​ $ 159,738 Loan discount and deferred financing fees ​ ( 2,379 ) ​ ( 2,490 ) ​ ( 2,473 ) Allowance for loan losses ​ ( 2,408 ) ​ ( 694 ) ​ ( 765 ) Consumer loans receivable, net ​ $ 198,814 ​ $ 174,105 ​ $ 156,500 ​ The following table presents a detail of the activity in the allowance for loan losses for: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Allowance for loan losses, beginning of period ​ $ 694 ​ $ 765 ​ Provision for loan losses ​ 2,854 ​ ( 207 ) ​ Recoveries/(Charge-offs) ​ ( 1,140 ) ​ 136 ​ Allowance for loan losses, end of period ​ $ 2,408 ​ $ 694 ​ ​ Consumer loans receivable tables include 126 purchased loans from the recent AmeriCasa acquisition at a net value of $ 9.0 million as of December 31, 2025. ​ A detailed aging of consumer loans receivable that are past due as of the following: 52 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ ​ ​ 2025 ​ % ​ 2024 ​ % Total consumer loans receivable ​ $ 203,601 100.0 ​ ​ $ 177,289 100.0 Past due consumer loans: ​ ​ ​ ​ ​ ​ 31 - 60 days past due ​ $ 1,690 0.8 ​ $ 2,014 1.1 61 - 90 days past due ​ 96 — ​ 297 0.2 91 - 120 days past due ​ 447 0.2 ​ 462 0.3 Greater than 120 days past due ​ 3,209 1.6 ​ 3,120 1.8 Total past due ​ $ 5,442 2.6 ​ $ 5,893 3.4 ​ We evaluate the credit quality of our consumer loan portfolio based on the aging status of the loan and by payment activity. Loan delinquency reporting generally is based on borrower payment activity relative to the contractual terms of the loan. The following table disaggregates the outstanding principal balance of consumer loans receivable by credit quality indicator based on delinquency status and fiscal year of origination: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year of Origination ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ Prior ​ Total ​ % of Portfolio < 30 days past due ​ $ 48,852 ​ $ 30,497 ​ $ 24,894 ​ $ 19,680 ​ $ 17,283 ​ $ 56,953 ​ $ 198,159 ​ % 97.3 30-90 days past due ​ ​ 680 ​ ​ 371 ​ ​ 539 ​ ​ 115 ​ ​ 28 ​ ​ 53 ​ ​ 1,786 ​ ​ 0.9 > 90 days past due ​ ​ 72 ​ ​ 580 ​ ​ 565 ​ ​ 805 ​ ​ 1,009 ​ ​ 625 ​ ​ 3,656 ​ ​ 1.8 Total ​ $ 49,604 ​ $ 31,448 ​ $ 25,998 ​ $ 20,600 ​ $ 18,320 ​ $ 57,631 ​ $ 203,601 ​ % 100.0 ​ ​ ​ ​ ​ ​ 6. NOTES RECEIVABLE FROM MOBILE HOME PARKS (“MHP Notes”) The notes receivable from mobile home parks (“MHP Notes”) relate to manufactured homes sold to mobile home parks and financed through notes receivable. Notes receivable from mobile home parks, net of allowance for loan losses and deferred financing fees, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ As of December 31, ​ ​ 2025 ​ 2024 ​ 2023 Outstanding principal balance ​ $ 199,083 ​ $ 208,175 ​ $ 184,280 Loan discount and deferred financing fees ​ ​ ( 1,146 ) ​ ​ ( 1,057 ) ​ ​ ( 1,565 ) Allowance for loan losses ​ ( 1,399 ) ​ ( 654 ) ​ ( 735 ) Total ​ $ 196,538 ​ $ 206,464 ​ $ 181,980 ​ ​ 53 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) The following table presents a detail of the activity in the allowance for loan losses for the following years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ 2025 ​ 2024 Allowance for loan losses, beginning of period ​ $ 654 ​ $ 735 Provision for loan losses ​ ​ 745 ​ ​ ( 81 ) (Charge offs) recoveries ​ — ​ — Allowance for loan losses, end of period ​ $ 1,399 ​ $ 654 ​ ​ A detailed aging of MHP loans receivable that are past due as of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ As of December 31, ​ ​ ​ ​ 2025 ​ % ​ 2024 ​ % Total MHP loans receivable ​ $ 199,083 ​ 100.0 ​ ​ 208,175 ​ 100.0 Past due MHP loans: ​ ​ ​ ​ ​ ​ ​ ​ 31 - 60 days past due ​ $ 1,674 ​ 0.8 ​ $ 410 ​ 0.2 61 - 90 days past due ​ 711 ​ 0.4 ​ — ​ — 91 - 120 days past due ​ — ​ — ​ — ​ — Greater than 120 days past due ​ 754 ​ 0.4 ​ — ​ — Total past due ​ $ 3,139 ​ 1.6 ​ $ 410 ​ 0.2 ​ ​ ​ We evaluate the credit quality of our MHP portfolio based on the aging status of the loan and by payment activity. Loan delinquency reporting is generally based upon borrower payment activity relative to the contractual terms of the loan. The following table disaggregates the outstanding principal balance of MHP receivable by credit quality indicator based on delinquency status and fiscal year of origination: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year of Origination ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ Prior ​ Total ​ % of Portfolio < 30 days past due ​ $ 33,021 ​ $ 82,405 ​ $ 33,095 ​ $ 27,111 ​ $ 13,387 ​ $ 6,925 ​ $ 195,944 ​ % 98.4 30-90 days past due ​ ​ 890 ​ ​ 597 ​ ​ 784 ​ ​ — ​ ​ — ​ ​ 114 ​ ​ 2,385 ​ ​ 1.2 > 90 days past due ​ ​ — ​ ​ 411 ​ ​ 343 ​ ​ — ​ ​ — ​ ​ — ​ ​ 754 ​ ​ 0.4 Total ​ $ 33,911 ​ $ 83,413 ​ $ 34,222 ​ $ 27,111 ​ $ 13,387 ​ $ 7,039 ​ $ 199,083 ​ % 100.0 ​ Settlement Agreement In 2024, the Company and various borrowers and guarantors (the “Makers”) entered into a Settlement Agreement and Release (the “Agreement”) to resolve disputes related to previously existing promissory notes with an aggregate principal balance of approximately $ 55.0 million, of which approximately $ 37.0 million had been accelerated following default. As consideration under the Agreement, the Makers conveyed to the Company clear title to the Forest Hollow Mobile Home Community in Beaumont, Texas and the Cleveland Mobile Home Community in Richland, Mississippi, together with related personal property and intangible assets, and the parties executed a new $ 48.6 million promissory note (the “New Note”) bearing a fixed interest rate of 7.9 %, requiring monthly interest-only payments for twenty-four months and maturing in July 2026. The New Note is secured by a first-priority interest in more than 1,000 mobile homes and two mobile-home parks located in Louisiana and is personally guaranteed by the individual borrowers. The Company recognized a gain of $ 5.4 million in 2024 related to the Agreement and the subsequent disposition of the Forest Hollow and Cleveland properties. 54 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) As of December 31, 2025, the Company evaluated the recoverability of the New Note and based on an analysis of the fair value of the underlying collateral, the current payment status of the borrowers, and other relevant credit quality indicators, determined that a provision for expected loan losses on the New Note was not necessary. ​ 7. Other Notes Receivable Other notes receivable relate to notes issued to mobile home park owners and dealers and are not directly tied to the sale of manufactured homes. Other notes receivable, net of allowance for loan losses and deferred financing fees, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 ​ 2023 Outstanding principal balance ​ $ 6,380 ​ $ 15,412 ​ $ 35,353 Loan discount and deferred financing fees ​ ​ ( 57 ) ​ ​ ( 132 ) ​ ​ ( 527 ) Allowance for loan losses ​ ( 229 ) ​ ( 364 ) ​ ( 236 ) Total ​ $ 6,094 ​ $ 14,916 ​ $ 34,590 ​ ​ ​ The following table presents a detail of the activity in the allowance for loan losses for the years: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ 2025 ​ 2024 Allowance for loan losses, beginning of period ​ $ 364 ​ $ 236 Provision for loan losses ​ ​ 141 ​ ​ 128 (Charge offs) recoveries ​ ( 276 ) ​ — Allowance for loan losses, end of period ​ $ 229 ​ $ 364 ​ We evaluate the credit quality of our Other notes receivable portfolio based on the aging status of the loan and by payment activity. Loan delinquency reporting is generally based upon borrower payment activity, relative to the contractual terms of the loan. The following table disaggregates the outstanding principal balance of Other notes receivable by credit quality indicator based on delinquency status and fiscal year of origination and is presented as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year of Origination ​ ​ 2025 ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ Prior ​ Total ​ % of Portfolio < 30 days past due ​ $ 4,633 ​ $ 525 ​ $ 415 ​ $ — ​ $ — ​ $ 25 ​ $ 5,598 ​ % 87.7 30-90 days past due ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — > 90 days past due ​ ​ — ​ ​ 33 ​ ​ 567 ​ ​ — ​ ​ 182 ​ ​ — ​ ​ 782 ​ ​ 12.3 Total ​ $ 4,633 ​ $ 558 ​ $ 982 ​ $ — ​ $ 182 ​ $ 25 ​ $ 6,380 ​ % 100.0 ​ ​ ​ 55 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) 8. DEALER FINANCED RECEIVABLES Dealer finance receivable are receivables for loans that we make to independent retailers, or dealers, for the purchase of manufactured homes so that dealers can then market them for sale to consumers. The loans are part of our inventory finance program. In late 2022 and early 2023, the Company transitioned many of its dealers from a traditional consignment arrangement to an inventory finance arrangement. 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. Dealer financed notes receivable, net of allowance for loan losses, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ As of December 31, ​ ​ 2025 ​ 2024 ​ 2023 Outstanding principal balance ​ $ 28,403 ​ $ 32,779 ​ $ 32,980 Allowance for loan losses ​ ( 1,718 ) ​ ( 194 ) ​ ( 442 ) Total ​ $ 26,685 ​ $ 32,585 ​ $ 32,538 ​ The following table presents a detail of the activity in the allowance for loan losses for: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ 2025 ​ 2024 Allowance for loan losses, beginning of period ​ $ 194 ​ $ 442 Provision for loan losses ​ ​ 1,524 ​ ​ ( 248 ) (Charge offs) recoveries ​ — ​ — Allowance for loan losses, end of period ​ $ 1,718 ​ $ 194 ​ The dealer financed loan portfolio was established primarily in late 2022 and 2023 as a result of converting from consignment arrangements with dealers to inventory finance arrangements with dealers. As such, there is relatively little historical data to measure credit quality of the loans in this portfolio. Included in the allowance for loan losses as of December 31, 2025 is a provision of $ 900 related to one independent dealer. This amount represents approximately 51 % of the total allowance for loan losses related to dealer financed receivables as of December 31, 2025. ​ 9. LEASES As of December 31, 2025, the Company had 12 operating leases, eight of which were for the Company’s Heritage Housing and Tiny House retail locations, two were subleased by the Company and two were for corporate and administrative offices in Bedford, TX, and Norcross, GA. These leases typically have initial terms ranging from 5 to 10 years and include one or more options to renew. We determine if an arrangement is or contains a lease at inception. Operating leases are right-of-use (“ROU”) assets and are shown as ROU assets – operating leases on our balance sheets. The lease liabilities are shown as Operating lease obligation and Operating lease obligation, less current portion on our balance sheets. ROU assets 56 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We have elected the practical expedient to not separate lease and non-lease components. Therefore, lease payments included in the measurement of the lease liability include all fixed payments in the lease arrangement. We record a ROU asset for an amount equal to the lease liability, increased for any prepaid lease costs and initial direct costs and reduced by any lease incentives. We remeasure the lease liability and ROU asset when a change to our future minimum lease payments occurs. Key assumptions and judgments included in the determination of the lease liability include the discount rate used in the present value calculation and the exercise of renewal options. Many of our leases contain renewal options. As the exercise of the renewal options is not likely at the commencement of a lease, we generally do not include the option periods in the lease term when determining the lease liabilities and ROU assets. We remeasure the lease liability and ROU asset when it is reasonably likely that we will exercise a renewal option. Our leases do not provide information about the rate implicit in the lease. Therefore, we utilize an incremental borrowing rate to calculate the present value of our future lease obligations. The incremental borrowing rate represents the rate of interest we would otherwise pay on a collateralized borrowing, for an amount equal to the lease payments, over a similar term and in a similar economic environment. As of December 31, 2025, the remaining weighted-average lease term was 3.64 years and the weighted-average discount rate was 4.34 %. Lease expense for operating leases consists of fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Amortization of the ROU asset for operating leases reflects amortization of the lease liability, any differences between straight-line expense and related lease payments during the accounting period, and any impairments. As of December 31, 2025, present value of future lease payments under our operating lease liabilities were as follows: ​ ​ ​ ​ 2026 ​ ​ ​ $ 515 2027 ​ 432 2028 ​ 237 2029 ​ 95 2030 ​ 99 Thereafter ​ 95 Total lease payments ​ $ 1,473 Less amount representing interest ​ ​ ( 134 ) Total lease liability ​ $ 1,339 Less current lease liability ​ ​ ( 479 ) Total non-current lease liability ​ $ 860 ​ ​ 57 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) 10. INVENTORIES Inventories consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 Raw materials ​ $ 12,595 ​ $ 13,172 Work in progress ​ 494 ​ 478 Finished goods, net ​ ​ 26,764 ​ ​ 23,888 Total ​ $ 39,853 ​ $ 37,538 ​ Finished goods includes an allowance of $ 559 and $ 688 as of December 31, 2025 and 2024, respectively. ​ 11. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 Land ​ $ 20,800 ​ $ 17,025 Buildings and leasehold improvements ​ 14,772 ​ 13,353 Construction in Progress ​ ​ 28,423 ​ ​ 19,719 Vehicles ​ 1,594 ​ 1,594 Machinery and equipment ​ 7,393 ​ 7,160 Furniture and fixtures ​ 338 ​ 338 Total ​ 73,320 ​ 59,189 Less accumulated depreciation ​ ( 12,823 ) ​ ( 11,604 ) Total property, plant and equipment ​ $ 60,497 ​ $ 47,585 ​ Depreciation expense was $ 1.6 million and $ 1.8 million for the years ended December 31, 2025 and 2024, respectively, and includes depreciation expense for leased mobile homes. Depreciation expense also includes $ 658 and $ 663 as a component of cost of product sales for the years ended December 31, 2025 and 2024, respectively. Land includes foreclosed property of $ 2.5 million and $ 1.1 million for years ended December 31, 2025 and 2024, respectively, which was collateral for MHP and Other notes. 12. OTHER ASSETS Other assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 Prepaid rent ​ $ 588 ​ $ 356 Repossessed homes ​ 10,192 ​ 5,129 Investment Corpus Americasa ​ ​ 560 ​ ​ — Used Inventory - Dealer Repossession ​ ​ 2,571 ​ ​ — Total ​ $ 13,911 ​ $ 5,485 ​ ​ ​ 58 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) Repossessed homes balance as of December 31, 2025, includes $ 8.4 million for homes repossessed from the consumer loan portfolio and $ 1.8 million for homes repossessed from the MHP loan portfolio. Repossessed homes balance as of December 31, 2024 includes $ 3.9 million for homes repossessed from the consumer loan portfolio and $ 1.2 million for homes repossessed from the MHP loan portfolio. ​ 13. ACCRUED LIABILITIES Accrued liabilities consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 Warranty reserve ​ $ 1,863 ​ $ 1,950 Litigation reserve ​ 970 ​ 328 Payroll ​ ​ 1,768 ​ ​ 1,544 Portfolio taxes and title ​ 1,603 ​ 1,246 Property tax ​ ​ 1,123 ​ ​ 1,145 Dealer rebates ​ ​ 919 ​ ​ 1,012 Sales tax ​ 282 ​ 216 Federal and state income taxes ​ 10,942 ​ 3,295 Other ​ 5,593 ​ 2,936 Total accrued liabilities ​ $ 25,063 ​ $ 13,672 ​ ​ 14. LINES OF CREDIT The Company has a Credit Agreement (the “Revolver”), by and among the Company as borrower, the financial institutions from time to time party thereto, as lenders, and Prosperity Bank as administrative agent. The Revolver provides for a four-year senior secured revolving credit facility with an initial commitment of $ 50.0 million and an additional $ 25.0 million commitment under an accordion feature. The Revolver is secured by the Company’s consumer loans receivables and all escrow accounts associated with the consumer loans receivables. At the Company's option, borrowings will bear interest at a per annum rate equal to, (i) Term Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 2.5 % or 2.75 % based upon the Company's average quarterly borrowings under the Revolver or (ii) a base rate plus an applicable margin of 2.5 % or 2.75 % based upon the Company's average quarterly borrowings under the Revolver. The Company paid certain arrangement fees and other fees in connection with the Revolver of approximately $ 271 , which were capitalized as unamortized debt issuance costs and included within prepaids and other current assets in the accompanying balance sheets and are amortized to interest expense over the life of the Revolver. The Revolver matures July 28, 2027. For the year ended December 31, 2025 and 2024, interest expense under the Revolver was $ 27 and $ 689 , respectively. The outstanding balance of the Revolver as of December 31, 2025 and 2024 was $ 0 and $ 0 , respectively. The interest rate in effect as of December 31, 2025 and 2024 for the Revolver was 6.69 % and 7.61 %, respectively. The amount of available credit under the Revolver was $ 50.0 million as of December 31, 2025 and 2024, respectively. The Revolver requires the Company to comply with certain financial and non-financial covenants. As of December 31, 2025, the Company was in compliance with all financial covenants, including that it maintains a maximum leverage ratio of no more than 1.00 to 1.00 and a minimum fixed charge coverage ratio of no less than 1.75 to 1.00. As part of the AmeriCasa Acquisition, we assumed a line of credit with 21 st Mortgage in the amount of $ 1.3 million at the time of acquisition. As of December 31, 2025, the balance of the line of credit was $ 1.2 million which we subsequently paid off in January 2026. ​ 59 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) ​ 15. INCOME TAXES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 Pre-Tax Income ​ $ 51,566 ​ $ 76,038 ​ ​ ​ ​ ​ ​ ​ ​ The Company's income tax expense is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 U.S. Federal ​ $ 5,846 ​ $ 13,213 State ​ ​ 2,154 ​ ​ 1,315 Current income tax expense ​ ​ 8,000 ​ ​ 14,528 U.S. Federal ​ ​ 2,117 ​ ​ ( 126 ) State ​ ​ ( 360 ) ​ ​ ( 6 ) Deferred income tax expense ​ ​ 1,757 ​ ​ ( 132 ) Total income tax expense ​ $ 9,757 ​ $ 14,396 ​ The following is a reconciliation from the Company’s statutory rate to the effective tax rate reported in the financial statements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ Year Ended ​ ​ ​ ​ December 31, 2025 ​ ​ ​ ​ ​ December 31, 2024 Income Tax at Federal Statutory Rate $ 10,829 21.00 % ​ $ 15,968 21.00 % State and local income tax, net of federal benefit of state 572 1.11 % ​ ​ 1,309 1.72 % Energy efficient home credit ( 2,335 ) ( 4.53 ) % ​ ​ ( 3,160 ) ( 4.16 ) % Nontaxable or Nondeductible items 623 1.21 % ​ ​ 827 1.09 % Unrecognized tax benefits 2,889 5.60 % ​ ​ — 0.00 % Deferred true-ups ( 2,208 ) ( 4.28 ) % ​ ​ — 0.00 % Other ( 613 ) ( 1.19 ) % ​ ​ ( 548 ) ( 0.72 ) % Total $ 9,757 18.92 % ​ $ 14,396 18.93 % ​ For the year ended December 31, 2025, the Company's state and local income tax expense, net of federal income tax effect, was primarily attributable to income taxes incurred in Georgia and Texas. These states collectively comprised more than 50% of the total state and local income tax expense for the period. For the period ended December 31, 2025, the primary driver of the variance from the statutory rate was the federal Energy Efficient Home Credit, and deferred true-ups, which were partially offset by uncertain tax benefits. For the period ended December 31, 2024, the primary driver of the variance from the statutory rate was the federal Energy Efficient Home Credit. The tax effect of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases that give rise to deferred tax assets and liabilities is as follows: 60 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Accruals and reserves ​ $ 1,043 ​ $ ( 8 ) Operating lease liabilities ​ ​ 299 ​ ​ 301 Other assets ​ ​ 295 ​ ​ — Goodwill and identifiable intangibles assets ​ ​ 44 ​ ​ — Allowance for doubtful accounts ​ ​ 2,373 ​ ​ 967 State Taxes ​ ​ — ​ ​ 170 Uniform capitalization ​ ​ 32 ​ ​ 25 Gross deferred tax assets ​ $ 4,086 ​ $ 1,455 Valuation allowance ​ ​ — ​ ​ — Total deferred tax assets ​ $ 4,086 ​ $ 1,455 Deferred tax liabilities ​ ​ ​ ​ ​ ​ Property and equipment, net ​ ​ ( 1,994 ) ​ ​ ( 2,179 ) Operating lease, right-of-use assets ​ ​ ( 293 ) ​ ​ ( 319 ) Installment sale revenue ​ ​ ( 258 ) ​ ​ ( 386 ) Accrued interest receivable ​ ​ ( 543 ) ​ ​ ( 777 ) Total deferred tax liabilities ​ $ ( 3,088 ) ​ $ ( 3,661 ) Net deferred tax assets (liabilities) ​ $ 998 ​ $ ( 2,206 ) ​ For the period ended December 31, 2025, the Company does not have any federal or state carryforward tax attributes. Additionally, after weighing up all available and positive and negative evidence for the period ended December 31, 2025, the Company determined no full valuation allowance was necessary, consistent with prior year. On July 4th, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “One, Big, Beautiful Bill Act” (OBBBA)). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions. The OBBBA did not materially impact the Company’s effective tax rate for the period ended December 31, 2025. The Company is subject to income tax in multiple jurisdictions, including federal and several states. The Company has federal and state income tax returns that are open to examination from 2022 forward. As a result, the Company continuously monitors its current and prior filing positions in order to determine if any unrecognized tax positions need to be recorded. The analysis involves considerable judgment and is based on the best information available. A reconciliation of the beginning to ending gross amount of unrecognized tax benefits is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Balance as of January 1st ​ $ — ​ $ — Additions for tax positions of prior years ​ ​ 3,111 ​ ​ — Reductions for tax positions of prior years ​ ​ ( 222 ) ​ ​ — Balance as of December 31st ​ $ 2,889 ​ $ — ​ A majority of the unrecognized tax benefit for the period ended December 31, 2025 relates to the recognition of revenue for income tax purposes. The Company has accrued interest expenses related to the unrecognized tax benefits for the periods ended December 31, 2025 and 2024, of $ 638 and $ 0 , respectively. In addition, the Company has accrued penalties related to the unrecognized tax benefits for the periods ended December 31, 2025 and 2024 of $ 353 and $ 0 , 61 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) respectively. As of December 31, 2025, the unrecognized tax benefits would, if recognized, decrease our effective taxes by $ 1.7 million. The following summarizes the Company’s tax payments and refunds by jurisdiction. ​ ​ ​ ​ Income Tax Paid, Net of Refunds ​ ​ ​ ​ ​ ​ Federal $ 4,710 State - GA 612 State - TX 406 Other Jurisdictions 726 Total $ 6,454 ​ ​ In addition to the income tax payments (net of refunds) presented above, the company purchased $ 5.0 million of 2024 transferable credits during the year ended December 31, 2025. ​ ​ ​ 16. COMMITMENTS AND CONTINGENCIES The Company maintains a self-insured health benefits plan which provides medical benefits to employees electing coverage under the plan. The Company estimates and records costs for incurred but not reported medical claims and claim development. This reserve is based on historical experience and other assumptions, some of which are subjective. The Company will adjust its self-insured medical benefits reserve based on actual experience, estimated costs and changes to assumptions. As of December 31, 2025 and 2024, the liability for incurred but not reported claims is $ 802 and $ 861 , respectively. These accrued amounts are included in accrued liabilities on the accompanying balance sheets. The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for independent retailers of its products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to retailers in the event of default by the retailer. The Company’s obligation under these repurchase agreements ceases upon the purchase of the home by the retail customer. The Company believes that risk of loss is mitigated due to the resale value of the repurchased homes and the fact that the agreements are spread over many retailers. The maximum amount for which the Company was liable under such agreements approximated $ 841 and $ 805 at December 31, 2025 and 2024, respectively, without reduction for the resale value of the homes. The Company considers its obligations on current contracts to be immaterial and accordingly has not recorded any reserve for repurchase commitment as of December 31, 2025 and 2024, respectively. Leases. The Company leases facilities under operating leases that typically have 10 year terms. These leases usually offer the Company a right of first refusal that affords the Company the option to purchase the leased premises under certain terms in the event the landlord attempts to sell the leased premises to a third party. Rent expense for the years ended December 31, 2025 and 2024 was $ 552 and $ 631 , respectively. The Company also subleases properties to third parties, ranging from 3-year to 11-year terms with various renewal options. Rental income from the subleased properties for the years ended December 31, 2025 and 2024 was approximately $ 94 and $ 150 , respectively. See Note 9 – Leases, for a schedule of the Company’s future minimum lease commitments. ​ Legal Matters The Company is party to certain legal proceedings that arise in the ordinary course and are incidental to its business. Certain of the claims pending against the Company in these proceedings allege, among other things, breach of contract and warranty, product liability and personal injury. The Company has determined that it is probable that it has 62 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) some liability related to the claims. The Company has included legal reserves of $ 970 and $ 328 as of December 31, 2025 and 2024, respectively, in accrued liabilities on the accompanying balance sheets. Although litigation is inherently uncertain, based on past experience and the information currently available, management does not believe that the currently pending and threatened litigation or claims will have a material adverse effect on the Company’s financial position, liquidity or results of operations. However, future events or circumstances currently unknown to management will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on the Company’s financial position, liquidity or results of operations in any future reporting periods. ​ 17. EARNINGS PER SHARE Basic earnings per common share (“EPS”) is computed based on the weighted-average number of common shares outstanding during the reporting period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s balance sheets. Diluted EPS is based on the weighted-average number of common shares outstanding plus the number of additional shares that would have been outstanding had the dilutive common shares been issued. The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 Numerator: ​ ​ ​ ​ ​ ​ Net income (in 000's) ​ $ 41,809 ​ $ 61,642 Denominator: ​ ​ ​ ​ ​ ​ Basic weighted-average common shares outstanding ​ ​ 23,979,349 ​ ​ 24,217,631 Effect of dilutive securities: ​ ​ ​ ​ ​ ​ Restricted stock grants ​ ​ 31 ​ ​ — Stock options ​ ​ 3,713 ​ ​ 636,147 Diluted weighted-average common shares outstanding ​ ​ 23,983,093 ​ ​ 24,853,778 Earnings per share attributable to Legacy Housing Corporation ​ ​ ​ ​ ​ ​ Basic ​ $ 1.74 ​ $ 2.55 Diluted ​ $ 1.74 ​ $ 2.48 ​ ​ ​ In November 2022, our Board of Directors approved a share repurchase program to authorize the repurchase of up to $ 10.0 million of the Company’s common stock. On August 6, 2024, our Board of Directors authorized the repurchase of an additional $ 10.0 million of the Company’s common stock under the share repurchase program. We repurchased 262,530 shares of common stock for $ 5.4 million in the open market during the year ended December 31, 2024. Between January 1, 2025 and December 31, 2025, we repurchased 346,406 shares of common stock for $ 7.6 million in the open market. All repurchase programs have expired as of October 31, 2025. ​ ​ ​ ​ 18. RELATED PARTY TRANSACTIONS 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 $ 613 and $ 115 as of December 31, 2025 and 2024, respectively. Accounts payable balances due to Bell were $ 103 and $ 58 as of December 63 Table of Contents LEGACY HOUSING CORPORATION NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 (Dollars in thousands, except per share amounts) 31, 2025 and 2024, respectively. Home sales to Bell were $ 4.8 million and $ 5.7 million for the years ended December 31, 2025 and 2024, respectively. 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 $ 140 and $ 78 as of December 31, 2025 and 2024, respectively. Accounts payable balances due to Shipley were $ 36 and $ 22 as of December 31, 2025 and 2024. Home sales to Shipley were $ 2.1 million and $ 2.5 million for the years ended December 31, 2025 and 2024, respectively. At December 31, 2025, we have outstanding receivables of $ 1.5 million from, and outstanding payables of $ 800 to, an entity affiliated with one of our employees. These amounts related to the business operations of AmeriCasa Solutions between the date of acquisition and year-end. ​ 19. SUBSEQUENT EVENTS In connection with the preparation of these financial statements, we evaluated subsequent events after the balance sheet date of December 31, 2025 and through the date of this filing and determined that no events occurred that would require adjustments or disclosures in the financial statements. ​ ​ ​ ​ 64 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.