Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We are subject to the periodic reporting requirements of the Exchange Act which requires designing disclosure controls and procedures to provide reasonable assurance that information we disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Report. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control over financial reporting.
In light of the conclusion that our disclosure controls and procedures were ineffective as of December 31, 2025, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regard to this annual report. Accordingly, the Company believes, based on its knowledge, that: (i) this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the period covered by this report; and (ii) the financial statements, and other financial information included in this annual report, fairly present in all material respects our financial condition, results of operations and cash flows as of and for the periods presented in this annual report.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance of the reliability of financial reporting and of the preparation of financial statements for external reporting purposes, in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and disposition of assets; (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 are being made only in accordance with the authorization of management and directors; and (3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on financial statements.
Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). These criteria are in the areas of control environment, risk assessment, control activities, information and communication, and monitoring. Management’s assessment included documenting, evaluating and testing the design and operating effectiveness of its internal controls over financial reporting. Based on management’s processes and assessment, as described above, management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective.
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Material Weaknesses in Internal Control Over Financial Reporting
Under standards established by the PCAOB, a material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis.
The material weaknesses in internal control over financial reporting as of December 31, 2025 are summarized as follows:
● We determined that control activities are not sufficiently designed, implemented, monitored or tested, and there is a lack of documentation, review and approval of certain of these control activities, including adequate segregation of duties;
● We determined that we do not have sufficient qualified accounting personnel to support the preparation of financial statements that comply with U.S. GAAP and SEC reporting requirements; and
● We determined that we have not sufficiently designed, implemented or maintained information technology general controls over in-scope business processes and financial reporting systems.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the fourth quarter of fiscal 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations in Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures, or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake or fraud. Additionally, controls can be circumvented by individuals or groups of persons or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements in our public reports due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION.
During the three months ended December 31, 202 5, no director or officer of the Company adopted or terminated a “Rule 10 b 5 -1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Executive Officers and Directors
The following table identifies our executive officers and directors as of the date of this filing.
Name
Age
Position (s)
Curtis D. Hodgson
71
Founder and Executive Chairman of the Board
Kenneth E. Shipley
66
Founder, Chief Executive Officer, and Director
Jon A. Langbert
60
Chief Financial Officer
Brian J. Ferguson
45
Director
Skyler M. Howton
38
Director
Jeffrey K. Stouder
54
Director
The following information provides a brief description of the business experience of each executive officer and director.
Curtis D. Hodgson co-founded our company in 2005 and has served as our Co-Chief Executive Officer from January 2018 to February 2019, our Executive Chairman through December 2024, and our Executive Chairman of the Board since October 2025. He has been a member of our Board of Directors since January 2018. Prior to that, Mr. Hodgson served as a partner of the company’s predecessor, Legacy Housing, Ltd., and controlled its general partner. Over the past almost 40 years, Mr. Hodgson has owned and operated several manufactured home retail operations and manufactured housing communities in Texas. Mr. Hodgson has significant expertise in the manufactured housing industry. Mr. Hodgson earned a B.S. degree in Engineering from the University of Michigan and J.D. from The University of Texas.
Mr. Hodgson is our co-founder and one of our largest shareholders. Mr. Hodgson’s experience on the Board with our company, and in the manufactured housing industry, makes him well qualified to serve on the Board.
Kenneth E. Shipley co-founded our company in 2005, and has served as our Co-Chief Executive Officer from January 2018 to February 2019, President and sole Chief Executive Officer from February 2019 to June 2022, Chairman of the Board of Directors and Executive Vice President from July 2022 to October 2025, and Chief Executive Officer on an interim basis since October 10, 2025. He has been a member of our Board of Directors since January 2018. Prior to that, Mr. Shipley served as a partner of the company’s predecessor, Legacy Housing, Ltd. Mr. Shipley has more than 32 years of experience in the manufactured home industry. Since 1981, he has also owned and operated Bell Mobile Homes in Lubbock, Texas, a manufactured home retailer.
Mr. Shipley is our co-founder and one of our largest shareholders. Mr. Shipley’s experience on the Board with our company, and in the manufactured housing industry makes him well qualified to serve on the Board.
Jon A. Langbert joined our company as Chief Financial Officer on December 18, 2025. Before joining us, Mr. Langbert provided advisory services to and invested in early-stage companies from 2022 to 2025. Mr. Langbert served as the President of Plush Suites, which developed an all-suite, upscale extended-stay hotel product, from June 2016 to March 2023, and was the owner of Langbert Financial, a privately held factoring company with additional interests in franchise ownership and development, from November 2002 to May 2016.
Mr. Langbert also founded Alight, a VC-backed internet retailer, in 1999, and Consolidated Route, a large route operator of gaming equipment, in 1995. Mr. Langbert began his career in finance and accounting with Electronic Data Systems (now HP Enterprise Services), at which time he earned a Certified Management Accountant certification. Mr. Langbert has a BBA degree in Finance with Honors from The University of Texas at Austin and an MBA from Harvard Business School.
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Brian J. Ferguson was elected to our Board of Directors in December 2023. He has practiced law as a Texas attorney since 2005 and was a certified public accountant in 2006. He currently owns and manages a portfolio of oil and gas interests concentrated in West Texas and real estate holdings in the Rio Grande Valley. In addition, Mr. Ferguson has consulted on audit, compliance and regulatory issues for publicly traded companies and registered investment advisors since 2005. He is a 2002 graduate of the University of Texas Undergraduate School of Business and Graduate School of Business. He graduated from the University of Texas School of Law in 2005. He was commissioned as an officer in the United States Air Force, where he continues to serve in the Reserve component.
Mr. Ferguson’s experience on audit, compliance, and regulatory issues make him well qualified to serve on the Board.
Skyler M. Howton was elected to our Board of Directors in December 2024. She has practiced law as a Dallas-based attorney since 2013, and she currently serves as the Mass Torts Practice Group Leader at the Rogge Dunn Group, PC, where she handles product liability claims against major corporations nationwide. Ms. Howton has also represented small, large and Fortune 50 companies over her more than ten years’ experience at AM Law 100 firms. Ms. Howton is a 2009 graduate of Pepperdine University and a 2012 graduate of Baylor Law School, where she served as Articles Editor of the Baylor Law Review . In 2022, Ms. Howton returned to Baylor Law School to obtain an LLM in Litigation Management. Ms. Howton is active in the Dallas community. Ms. Howton served as a Dallas CASA for more than five years. Ms. Howton currently serves as a committee chair for Attorneys Serving the Community, a position she has held for 10 years, and as a Vice President on the Board of Directors for the Dallas Women Lawyers Association.
Ms. Howton’s experience on compliance, regulatory, and corporate governance issues makes her well qualified to serve on the Board.
Jeffrey K. Stouder was elected to our Board in December 2020. Mr. Stouder is the Chief Accounting Officer at Tungsten Automation, a global leader in intelligent workflow automation since October 2025. Mr. Stouder’s career spans over 30 years, leading global accounting and finance organizations across software, manufacturing, and IT hardware industries. Prior to Tungsten Automation, Mr. Stouder served as Vice President and Global Controller at E2open, LLC from August 2019 to September 2025. Mr. Stouder has also previously held leadership roles at Global Resale, NBG Home and Dell Technologies. Mr. Stouder began his career at Arthur Andersen LLP in the Dallas office, where he worked in the audit practice from 1994 to 2000. Mr. Stouder received his B.B.A. and M.S. Accounting degrees from Texas Tech University and is a certified public accountant.
Mr. Stouder’s 30 years of experience in accounting, finance, audit, corporate governance, mergers and investor relations makes him well qualified to serve on our Board.
There are no family relationships among any of the executive officers or directors.
Board Composition
Our business and affairs are managed under the direction of our Board of Directors. The number of directors is determined by our Board of Directors, Certificate of Formation and Bylaws. Our Board of Directors currently consists of five members.
Board Committees
Our Board of Directors has three standing committees: an Audit Committee, a Compensation Committee and a Nominations and Corporate Governance Committee. Under Nasdaq rules, the membership of each committee consists entirely of independent directors. The following is a brief description of our committees.
Audit Committee
The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee is responsible for assisting the Board in its oversight of: (i)
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the integrity of the consolidated financial statements of the Company; (ii) the Company’s compliance with legal and regulatory requirements, and (iii) the independent auditor’s qualifications and independence.
The members of our Audit Committee currently are Jeffrey K. Stouder (Chair), Brian J. Ferguson, and Skyler M. Howton. A copy of our Audit Committee Charter is available on our website at www.legacyhousing.com under the Investor Relations section.
We believe that our audit committee members meet the requirements for financial literacy under the current requirements of the Sarbanes Oxley Act, Nasdaq and SEC rules and regulations. In addition, the Board has determined that Mr. Stouder qualifies as an audit committee financial expert within the meaning of SEC regulations. We have made this determination based on information received by our Board.
Compensation Committee
The Compensation Committee is tasked with reviewing the compensation provided to the Company’s executive officers and directors.
The current members of our Compensation Committee are Skyler M. Howton (Chair), Brian J. Ferguson, and Jeffrey K. Stouder. A copy of our Compensation Committee Charter is available on our website at www.legacyhousing.com under the Corporate Governance tab of the Investor Relations section.
We believe that the current composition of our Compensation Committee meets the requirements for independence under applicable provisions of the Sarbanes Oxley Act, Nasdaq and SEC rules and regulations.
Nominations and Corporate Governance Committee
The Nominations and Corporate Governance Committee is tasked with recommending director nominee(s) to the Board and considering any recommendations made by shareholders submitted in accordance with applicable procedures.
The Company has not adopted a written formal policy with regard to the consideration of diversity in identifying director nominees, but the Nominations and Corporate Governance Committee strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills and expertise to oversee the Company’s business. In addition to considering a candidate’s background and accomplishments, candidates are reviewed in the context of the current composition of the Board and the evolving needs of our business and the interests of our shareholders. The Company’s policy is to have at least a majority of directors qualify as “independent” under the listing requirements of Nasdaq.
In the event of a vacancy on the Board, the Nominations and Corporate Governance Committee intends to identify and evaluate candidates by making requests of Board members and others for recommendations, meeting from time to time to evaluate biographical information and background material relating to potential candidates, and having members of the Nominations and Corporate Governance Committee and the Board interview selected candidates. Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders on a timely basis, and that any such nomination accompanied by a written consent of the candidate to being named as a nominee and to serve as a director if elected, the Nominations and Corporate Governance Committee will evaluate director candidates recommended by shareholders by following substantially the same process, and applying substantially the same criteria, as it follows for director candidates submitted by Board members.
The current members of the Nominations and Corporate Governance Committee are Brian J. Ferguson (Chair) and Skyler M. Howton. A copy of our Nominations and Corporate Governance Committee Charter is available on our website at www.legacyhousing.com under the Corporate Governance tab of the Investor Relations section.
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Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all our officers, directors and employees and an additional Code of Ethics that applies to the CEO and Senior Financial Officers. Both are posted on the Company’s website at www.legacyhousing.com under the Investor Relations section.
Employee, Officer and Director Hedging and Trading Policy
At this time, we have not adopted a policy regarding the ability of officers, directors and employees to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. Under our insider trading policy , our personnel may not engage in trading our shares while in possession of material non-public information.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is an executive officer or employee of our company. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.
Limitations on Director and Officer Liability and Indemnification
Our Certificate of Formation limits the liability of our directors to the maximum extent permitted by Texas law. Texas law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for:
● any breach of their duty of loyalty to the corporation or its shareholders;
● acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
● unlawful payments of dividends or unlawful stock repurchases or redemptions; or
● any transaction from which the director derived an improper personal benefit.
Our Certificate of Formation and our Bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Texas law. Any repeal of, or modification to, our Certificate of Formation and our Bylaws may not adversely affect any right or protection of a director or officer for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. Our Bylaws also provide that we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.
We have entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, provide that we will indemnify our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines, penalties and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person’s services as one of our directors or executive officers, or any other company or enterprise to which the person provides services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.
The limitation of liability and indemnification provisions that are contained in our Certificate of Formation and our Bylaws may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty.
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They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other shareholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. There is no pending litigation or proceeding involving one of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
October 2025 Amendments to Our Bylaws
On October 2, 2025, in connection with certain recent changes to the Texas Business Organizations Code (“TBOC”), our Board of Directors approved and adopted a series of amendments (the “Amendments”) to our Bylaws, effective as of such date, to add new sections to;
● adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of our company’s issued and outstanding shares in order to institute or maintain a derivative proceeding;
● clarify that the exclusive forum for any “internal entity claim” as defined in the TBOC will be the United States District Court for the Northern District of Texas or, if the United States District Court for the Northern District lacks jurisdiction for such action, the Texas Business Court (or, if the Texas Business Court is not then accepting filings or determines that it lacks jurisdiction for such action, a Texas state district court in Tarrant County, Texas); and
● provide for a jury trial waiver for “internal entity claims” as defined in the TBOC.
Stockholder Communication with the Board
Stockholders and others interested in communicating with the Board may do so by writing to the Board of Directors, Legacy, 1600 Airport Freeway Suite 100, Bedford, TX 76022.
Delinquent Section 16(a) Reports Section
The Exchange Act requires that our directors and executive officers, and persons who own more than ten percent (10%) of our common stock, file with the SEC initial statements of beneficial ownership of common stock and statements of changes in beneficial ownership of common stock.
To the best of our knowledge based solely on a review of Forms, 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended December 31, 2025, all of our directors, executive officers, and greater than 10% beneficial owners complied with the reporting requirements of Section 16(a) of Exchange Act with the exception that a Form 3 and a Form 4 with respect to a grant of stock options for Jon A. Langbert were inadvertently filed late due to administrative error. However, to date, all such late filings have been made.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation Committee, which includes our independent directors, oversees an executive compensation program that is intended to align the interests of our executive officers with those of our shareholders, link compensation paid with performance achieved, and attract, retain and motivate our key executives.
Our named executive officers (“NEOs”) are shown in the Summary Compensation Table below and include (i) all persons serving as our principal executive officer during the year ended December 31, 2025, (ii) our two other most highly compensated executive officers who were serving as executive officers as of December 31, 2025, other than our principal executive officer, and (iii) two additional individuals for whom disclosure would have been required but for the fact that such individuals were not serving as executive officers as of December 31, 2025.
The annual compensation of our executive officers consists of a base salary and a discretionary bonus. The purpose of the base salary is to provide a fixed amount of cash compensation that is not variable and is generally competitive with market practices. The purpose of the bonus is to provide a variable cash incentive based on performance. Upon hire, our former chief executive officer and former chief financial officer each received stock option grants, as previously disclosed in our Form 8-K filings. The annual compensation of our two co-founders, Mr. Hodgson and Mr. Shipley, is nominal as their significant equity positions in our company drives their total compensation. We do not have a formal compensation plan.
Employment Agreements
As of December 31, 2025, none of our NEOs had written employment agreements. Messrs. Hodgson and Shipley, in consultation with our independent directors, have each agreed to receive a salary as our Executive Chairman and Chief Executive Officer, respectively, at a rate of $50,000 per year. Both work full-time for our company and there is no set term for their employment. Mr. Langbert became our Chief Financial Officer in December 2025. He works full-time for our company and there is no set term for his employment. He currently receives a monthly salary of $10,000.
Employee Benefits
Our NEOs participate in the same employee benefit plans that are made available to the Company’s employees generally. We do not provide a defined benefit pension plan for our NEOs or other employees. Our currently employed NEOs are eligible to participate in our 401(k) plan on the same terms as are generally provided to our full-time employees. The Company provides matching contributions in respect of a portion of the participant’s elective deferrals under the 401(k) plan. We do not provide any nonqualified deferred compensation plans for our NEOs.
Clawback Policy
The Company adopted an executive compensation clawback policy in December 2023, that provides for the recoupment from certain executives of incentive compensation in the event of an accounting restatement or the occurrence of other clawback events described in the policy. The policy is designed to deter and prevent detrimental conduct and to protect our investors from financial misconduct.
Summary Compensation Table
The table below shows the compensation paid to or earned by our NEOs for the years ended December 31, 2025 and December 31, 2024 and the positions such NEOs held during the year ended December 31, 2025.
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Stock
Option
All Other
Name and Position
Years
Salary ($)
Bonus ($)
Awards ($)
Awards ($)
Compensation ($)
Total ($)
Curtis D. Hodgson
2025
50,000
—
—
—
—
50,000
Executive Chairman of the Board and Director (1)
2024
119,423
—
—
—
—
119,423
Kenneth E. Shipley
2025
50,000
—
—
—
—
50,000
Chief Executive Officer, and Director (2)
2024
50,000
—
—
—
—
50,000
R. Duncan Bates
2025
284,699
70,000
—
—
—
354,699
Former President and Chief Executive Officer (3)
2024
300,000
30,000
—
—
—
330,000
Jon A. Langbert
2025
—
—
—
184,106
—
184,106
Chief Financial Officer (4)
2024
—
—
—
—
—
—
Jeffrey M. Fiedelman
2025
255,264
—
—
—
255,264
Former Chief Financial Officer (5)
2024
276,058
27,500
—
—
—
303,558
Ronald C. Arrington
2025
124,904
—
—
—
—
124,904
Former Chief Financial Officer (6)
2024
—
—
—
—
—
—
(1) Mr. Hodgson became Executive Chairman of the Board in October 2025. He was previously a director.
(2) Mr. Shipley became our Chief Executive Officer in October 2025. He was previously Chairman and Executive Vice President.
(3) Mr. Bates resigned as our Chief Executive Officer on October 10, 2025.
(4) Mr. Langbert became our Chief Financial Officer on December 18, 2025.
(5) Mr. Fiedelman resigned as our Chief Financial Officer on October 10, 2025.
(6) Mr. Arrington served as our Interim Chief Financial Officer from October 11, 2025 to December 18, 2025.
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Outstanding Equity Awards
The following table lists outstanding equity awards held by our NEOs as of December 31, 2025.
OPTION AWARDS
STOCK AWARDS
Equity incentive
Equity incentive
plan awards:
plan awards:
market or payout
Number of
Number of
number of
value of
Securities
Securities
Number of
Market Value of
unearned
unearned
Underlying
Underlying
Shares or Units
Shares or Units
shares, units
shares, units
Unexercised
Unexercised
Options
Option
of Stock That
of Stock That
or other rights
or other rights
Options
Options
Exercise
Expiration
Have Not
Have Not
that have not
that have not
Name
Grant Date
# Exercisable
# Unexercisable
Price ($)
Date
Vested (#)
Vested (1)
vested (#)
vested ($)
R. Duncan Bates (1)
6/7/22
6,246
43,722
16.01
1/8/2026
6/7/22
90,000
210,000
36.00
1/8/2026
6/7/22
180,000
420,000
48.00
1/8/2026
Jeffrey M. Fiedelman (1)
12/1/23
8,598
12,898
23.26
1/8/2026
Jon A. Langbert (2)
12/19/25
—
25,189
19.85
12/19/2035
(1) Mr. Bates and Mr. Fiedelman resigned effective October 10, 2025. Their vested and exercisable stock options remain exercisable for 90 days following their resignations, after which any unexercised options expire. All unvested equity awards were forfeited upon resignation.
(2) Mr. Langbert received the award upon joining the Company as Chief Financial Officer in December 2025.
Options Exercised and Stock Vested
During the year ended December 31, 2025 there were no options exercised and stock vested by the NEOs.
Pension Benefits and Nonqualified Deferred Compensation
We do not provide any pension benefits, nonqualified defined contribution or other deferred compensation plans for our NEOs.
Potential Payments Upon Termination or Change of Control
As of December 31, 2025, none of our NEOs had written employment agreements. As such there are no potential payments due upon a termination or change of control.
Policies and Practices Related to the Grant of Certain Equity Awards
We grant a variety of equity awards, including:
● Stock Options: Incentive stock options and non-qualified stock options with exercise prices at or above fair market value on the grant date.
● Restricted Stock Units (“RSUs”): Units representing the right to receive shares of common stock upon vesting.
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● Performance-Based Awards: Equity awards that vest based on achievement of specified performance goals
Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has generally granted equity awards pursuant to the terms of the applicable equity incentive plan and associated award agreements. Generally, grants to executive officers and employees occur on a set schedule , such as at the annual meeting of the Board or Compensation Committee, upon commencement of employment or in other special circumstances. Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards , including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The exercise price for stock options is set at or above the fair market value of our Common Stock on the date of grant, as determined by the closing price on our principal stock exchange.
Our Compensation Committee reviews and proposes equity awards for executive officers and directors, considering individual performance, competitive market practices, and alignment with company goals. Said proposals are then forwarded to the Board for approval. For non-executive employees, Qualified Stock Option awards are typically administered by the Chief Executive Officer, consistent with established guidelines.
Equity awards generally vest over a multi-year period, typically five years, subject to continued service. Certain awards may vest based on performance criteria. Unvested awards are forfeited upon termination of employment or service, except as otherwise provided in award agreements or severance arrangements. The Board or Compensation Committee may adjust awards as necessary to reflect corporate events such as stock splits, recapitalizations, or mergers. The Company generally prohibits repricing of stock options without shareholder approval.
In alignment with corporate governance best practices, equity awards are subject to clawback or recoupment in the event of material financial restatements or violations of company policies, as determined by the Board.
During the last completed fiscal year, we did not make any stock option awards to our NEOs during the period beginning on the four-business day before the filing of any Form 10-K, 10-Q or 8-K and ending one business day after the filing of such report that contained material nonpublic information (as defined in Item 402(x) of Regulation S-K). Accordingly, no tabular disclosure under Item 402(x)(2)(ii) of Regulation S-K is required.
CEO Pay Ratio Disclosure
In accordance with Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. In determining the median compensated employee, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industry, business models and scale, as well as the different estimates, assumptions and methodologies applied by other companies in calculating their respective pay ratios.
Excluding our CEO, we identified our median employee by preparing a list of all 592 individuals employed by the Company as of December 31, 2025 and examined the total compensation paid to each such individual as reflected in the Company’s payroll records. We included all employees (other than our CEO), whether employed on a full-time, part-time, seasonal or temporary basis. We annualized the compensation for any permanent employees who were not employed by us for all of 2025.
The 2025 annual total compensation of our CEO was $354,699. The 2025 annual total compensation of our median employee was $38,593, and the ratio of these amounts is 9:1. For purposes of this CEO pay ratio calculation, the Company used compensation of R. Duncan Bates, who served as our principal executive officer for the majority of fiscal year 2025.
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Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance of the Company.
The following table provides information regarding Compensation Actually Paid (“CAP”) to our Principal Executive Officer (“PEO”) and non-PEO NEOs during the last three fiscal years.
Value of Initial
Average
Fixed $100
Summary
Average
Investment
Summary
Compensation
Summary
Compensation
Compensation
Compensation
Based On:
Compensation
Actually
Compensation
Actually
Table Total for
Actually Paid to
Cumulative
Total for
Paid to
Total for
Paid to
Non-PEO
Non-PEO
Total
PEO
PEO
PEO
PEO
NEOs
NEOs
Shareholder
Net Income
Year
($) (1)
($) (1)
($) (1)
($) (1)
($) (2)
($) (2)
Return ($)
(in thousands) ($)
2025
354,699
(6,866,433)
50,000
50,000
153,568
(70,895)
73.74
41,809
2024
400,000
(1,155,827)
—
—
157,660
284,182
93.24
61,642
2023
400,000
587,176
—
—
219,171
26,046
95.28
54,460
1) During 2025, our PEOs were Kenneth E. Shipley and Duncan Bates; during 2023 and 2024, our PEO was Duncan Bates
2) During 2025, our Non-PEO NEOs were Curtis D. Hodgson, Ronald C. Arrington, and Jeffrey M. Fiedelman; during 2024, our Non-PEO NEOs were Curtis D. Hodgson, Kenneth E. Shipley, and Jeffrey M. Fiedelman; during 2023, our Non-PEO NEOs were Curtis D. Hodgson, Kenneth E. Shipley, Jeffrey V. Burt, Ronald C. Arrington and Jeffrey M. Fiedelman
Adjustments to the Summary Compensation Table Total to arrive at CAP for our PEO are shown below. No adjustments were necessary for defined benefit and pension plans or dividends. The assumptions used for determining the fair values shown in this table are consistent with those used to determine the fair values disclosed as of the grant date of such awards.
Plus: Fair
Plus: Increase /
Less: Grant
Value of
Plus: Increase /
Plus: Increase /
(Decrease) in
Less: Fair Value
Summary
Date Fair Value
Unvested Equity
(Decrease) in
(Decrease) in
Fair Value of
of Equity Awards
Compensation
of Equity Awards
at Fiscal Year End
Fair Value of
Fair Value of
Equity Vested
at Prior Year-End
Compensation
Total for
Granted in
(Current Year
Equity Vested
Unvested Equity
During Fiscal Year
Forfeited in
Actually Paid
PEO
Fiscal Year
Awards)
During Fiscal Year
at Fiscal Year End
(Prior Year Awards)
Current Fiscal Year
to PEO
Year
($)
($)
($)
($)
($)
($)
($)
($)
2025 (1)
354,699
—
—
—
(2,160,416)
(480,959)
(4,579,757)
(6,866,433)
2025 (2)
50,000
—
—
—
—
—
—
50,000
2024 (1)
400,000
—
—
—
(1,565,986)
10,159
—
(1,155,827)
2023 (1)
400,000
—
—
—
404,432
(217,256)
—
587,176
1) Data shown for PEO Duncan Bates
2) Data shown for PEO Kenneth Shipley
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Adjustments to the Summary Compensation Table Total to arrive at CAP for non-PEO NEOs (shown as an average) are presented below. No adjustments were necessary for defined benefit and pension plans or dividends.
Plus: Fair
Plus: Increase /
Less: Grant
Value of
Plus: Increase /
Plus: Increase /
(Decrease) in
Less: Fair Value
Summary
Date Fair Value
Unvested Equity
(Decrease) in
(Decrease) in
Fair Value of
of Equity Awards
Compensation
of Equity Awards
at Fiscal Year End
Fair Value of
Fair Value of
Equity Vested
at Prior Year-End
Compensation
Total for
Granted in
(Current Year
Equity Vested
Unvested Equity
During Fiscal Year
Forfeited in
Actually Paid to
Non-PEO NEOs
Fiscal Year
Awards)
During Fiscal Year
at Fiscal Year End
(Prior Year Awards)
Current Fiscal Year
Non-PEO NEOs
Year
($)
($)
($)
($)
($)
($)
($)
($)
2025 (1)
143,389
—
—
—
(241,154)
—
(349,740)
(447,505)
2024 (2)
157,660
—
157,981
—
—
—
(31,459)
284,182
2023 (3)
219,171
(69,948)
77,214
—
—
4,704
(205,095)
26,046
1) During 2025, our Non-PEO NEOs were Curtis D. Hodgson, Ronald C. Arrington, Jeffrey M. Fiedelman, and Jon A. Langbert.
2) During 2024, our Non-PEO NEOs were Curtis D. Hodgson, Kenneth E. Shipley, and Jeffrey M. Fiedelman.
3) During 2023, our Non-PEO NEOs were Curtis D. Hodgson, Kenneth E. Shipley, Jeffrey V. Burt, Ronald C. Arrington, and Jeffrey M. Fiedelman.
Relationships Between Certain Data in the Pay Versus Performance Table
The graph below illustrates the relationship between CAP and cumulative total shareholder return. The cumulative total shareholder return assumes $100 was invested for the period starting December 31, 2021 through the end of the listed fiscal year. The graph shows CAP for both PEOs, Kenneth Shipley and Duncan Bates.
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The graph below illustrates the relationship between CAP and net income. The graph shows CAP for both PEOs, Kenneth Shipley and Duncan Bates.
We structure our executive compensation program to award compensation based on individual and Company performance, to be competitive in the market and to retain our executives.
2018 Incentive Compensation Plan
Our board of directors and the holders of a majority of our outstanding shares of common stock adopted our 2018 Incentive Compensation Plan (the “Plan”) prior to the closing of our initial public offering. The purpose of our Plan is to assist us in attracting, motivating, retaining and rewarding high quality executives and other employees, officers, directors, consultants and other persons who provide services to us.
Administration. Our Plan is to be administered by our Compensation Committee, provided, however, that except as otherwise expressly provided in the Plan, the board of directors may exercise any power or authority granted to the committee under our Plan. Subject to the terms of our Plan, the committee is authorized to select eligible persons to receive awards, determine the type, number and other terms and conditions of, and all other matters relating to, awards, prescribe award agreements (which need not be identical for each participant), and the rules and regulations for the administration of the Plan, construe and interpret the Plan and award agreements, and correct defects, supply omissions or reconcile inconsistencies in them, and make all other decisions and determinations as the committee may deem necessary or advisable for the administration of our Plan.
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Eligibility. The persons eligible to receive awards under our Plan are the officers, directors, employees, consultants and other persons who provide services to us. An employee on leave of absence may be considered as still in the employ of our company for purposes of eligibility for participation in our Plan.
Types of Awards. Our Plan provides for the issuance of stock options, stock appreciation rights, or SARs, restricted stock, deferred stock, dividend equivalents, bonus stock and awards in lieu of cash compensation, other stock based awards and performance awards. Performance awards may be based on the achievement of specified business or personal criteria or goals, as determined by the committee.
Shares Available for Awards. The total number of shares of common stock that may be subject to the granting of awards under our Plan at any time during the term of the Plan will be equal to 2,500,000 shares. This limit will be increased by the number of shares with respect to which awards previously granted under our Plan that are forfeited, expire or otherwise terminate without issuance of shares, or that are settled for cash or otherwise do not result in the issuance of shares, and the number of shares that are tendered (either actually or by attestation) or withheld upon exercise of an award to pay the exercise price or any tax withholding requirements.
Stock Options and Stock Appreciation Rights. The committee is authorized to grant stock options, including both incentive stock options, or ISOs, which can result in potentially favorable tax treatment to the participant, and non qualified stock options, and stock appreciation rights entitling the participant to receive the amount by which the fair market value of a share of common stock on the date of exercise exceeds the grant price of the stock appreciation right. The exercise price per share subject to an option and the grant price of a stock appreciation right are determined by the committee, but in the case of an ISO must not be less than the fair market value of a share of common stock on the date of grant. For purposes of our Plan, the term “fair market value” means the fair market value of common stock, awards or other property as determined by the committee or under procedures established by the committee. The maximum term of each option or stock appreciation right, the times at which each option or stock appreciation right will be exercisable, and provisions requiring forfeiture of unexercised options or stock appreciation rights at or following termination of employment generally are fixed by the committee, except that no option or stock appreciation right may have a term exceeding ten years.
Restricted and Deferred Stock. The committee is authorized to grant restricted stock and deferred stock. Restricted stock is a grant of shares of common stock which may not be sold or disposed of, and which may be forfeited in the event of certain terminations of employment, prior to the end of a restricted period specified by the committee. A participant granted restricted stock generally has all of the rights of a stockholder of our company, unless otherwise determined by the committee. An award of deferred stock confers upon a participant the right to receive shares of common stock at the end of a specified deferral period, subject to possible forfeiture of the award in the event of certain terminations of employment prior to the end of a specified restricted period. Prior to settlement, an award of deferred stock carries no voting or dividend rights or other rights associated with share ownership, although dividend equivalents may be granted, as discussed below.
Other Terms of Awards. Awards may be settled in the form of cash, shares of common stock, other awards or other property, in the discretion of the committee. The committee may require or permit participants to defer the settlement of all or part of an award in accordance with such terms and conditions as the committee may establish, including payment or crediting of interest or dividend equivalents on deferred amounts, and the crediting of earnings, gains and losses based on deemed investment of deferred amounts in specified investment vehicles. The committee is authorized to place cash, shares of common stock or other property in trusts or make other arrangements to provide for payment of our obligations under our Plan.
Awards under our Plan are generally granted without a requirement that the participant pay consideration in the form of cash or property for the grant (as distinguished from the exercise), except to the extent required by law. The committee may, however, grant awards in exchange for other awards under our Plan, awards under other company plans or other rights to payment from us, and may grant awards in addition to and in tandem with such other awards, rights or other awards.
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Acceleration of Vesting; Change in Control. The committee may, in its discretion, accelerate the exercisability, the lapsing of restrictions or the expiration of deferral or vesting periods of any award, and such accelerated exercisability, lapse, expiration and if so provided in the award agreement or otherwise determined by the committee, vesting will occur automatically in the case of a “change in control” of our company, as defined in our Plan (including the cash settlement of stock appreciation rights which may be exercisable in the event of a change in control). In addition, the committee may provide in an award agreement that the performance goals relating to any performance award will be deemed to have been met upon the occurrence of any “change in control.”
Amendment and Termination. The board of directors may amend, alter, suspend, discontinue or terminate our Plan or the committee’s authority to grant awards without further stockholder approval, except stockholder approval must be obtained for any amendment or alteration if such approval is required by law or regulation or under the rules of any stock exchange or quotation system on which shares of common stock are then listed or quoted. Thus, stockholder approval may not necessarily be required for every amendment to our Plan which might increase the cost of our Plan or alter the eligibility of persons to receive awards. Stockholder approval will not be deemed to be required under laws or regulations, such as those relating to ISOs, that condition favorable treatment of participants on such approval, although the board of directors may, in its discretion, seek stockholder approval in any circumstance in which it deems such approval advisable. Our Plan will terminate at the earliest of (a) such time as no shares of common stock remain available for issuance under our Plan, (b) termination of our Plan by the board of directors, or (c) the tenth anniversary of the effective date of the Plan. Awards outstanding upon expiration of our Plan will remain in effect until they have been exercised or terminated, or have expired.
It is intended that any amounts payable under the Plan will either be exempt from Section 409A of the Code or will comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to subject an employee to payment of any other additional tax, penalty or interest imposed under Section 409A of the Code.
Director Compensation
Directors who are also officers or employees of the Company do not receive any special or additional remuneration for service on the board. We currently compensate each non employee director through annual restricted stock grants and by paying annual fees for their participation on the board and on respective board committees. Our directors receive compensation of $10,000 per quarter, as well as an annual award of $10,000 in restricted stock grants that vest as of the next annual meeting or in one year. We also compensate our directors for serving as a committee member and a committee chair. Our board of directors reviews director compensation annually or when circumstances exist requiring reexamination and adjusts it according to then current market conditions and good business practices. The following table provides information regarding compensation paid to each non-employee director during the year ended December 31, 2025:
Fees Earned
or Paid in
Stock
Name
Cash ($)
Awards ($) (1)
Total ($)
Brian J. Ferguson
52,000
10,000
62,000
Skyler M. Howton
55,000
10,000
65,000
Jeffrey K. Stouder
57,000
10,000
67,000
(1) Amounts in this column reflect the fair value of restricted stock based on the closing price of our common stock on the grant date.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock as of March 12, 2026 (the “Beneficial Ownership Datefor each of the following:
● each stockholder known by us to be the beneficial owner of 5% or more of our common stock (“5% Holder”);
● each of our NEOs and directors; and
● all our NEOs and directors as a group.
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to stock options or warrants held by that person that are currently exercisable or exercisable within 60 days of the Beneficial Ownership Date and shares of restricted stock subject to vesting until the occurrence of certain events are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Percentage of beneficial ownership is based on 23,812,341 shares of common stock outstanding as of the Beneficial Ownership Date.
To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is c/o Legacy Housing Corporation, 1600 Airport Freeway, #100, Bedford, Texas 76022.
Shares of Common
Stock Beneficially
Owned
Name and Address of Beneficial Owner
Number of Shares
Percentage
Directors and Executive Officers
Curtis D. Hodgson (1)
4,163,310
17.5
%
Kenneth E. Shipley (2)
2,993,610
12.6
%
Jon A. Langbert (3)
25,989
*
R. Duncan Bates
31,867
*
Jeffrey M. Fiedelman
—
*
Ron C. Arrington
—
*
Brian J. Ferguson
390
*
Skyler M. Howton
390
*
Jeffrey K. Stouder
12,423
*
5% Stockholders
William Shipley (4)
2,865,953
12.0
%
Douglas Shipley (5)
2,885,978
12.1
%
American Endowment Foundation (6)
2,161,000
9.1
%
All directors, director nominees and executive officers as a group (9 persons)
7,227,979
30.4
%
* Less than 1% of outstanding shares of common stock
(1) Mr. Hodgson’s beneficial ownership includes (a) 1,000,000 shares of common stock owned by Hodgson Ventures, a Texas limited partnership, of which Mr. Hodgson is the general partner, (b) 2,669,056 shares of common stock owned by the Hodgson 2015 Grandchild’s Trust, of which Mr. Hodgson shares voting and investment power with
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respect to such shares, and (c) 100,000 shares of common stock owned by Cusach, INC., of which Mr. Hodgson controls.
(2) Kenneth E. Shipley’s beneficial ownership includes 100,000 shares of common stock owned by Shipley Bros., Ltd., an entity controlled by Kenneth E. Shipley. Each of Kenneth E. Shipley’s brothers, William Shipley and Douglas Shipley, owns 2,865,953 and 2,885,978 shares of our common stock, respectively, as to which Kenneth E. Shipley disclaims any beneficial interest.
(3) Mr. Langbert’s beneficial ownership includes 25,189 shares of common stock issuable upon the exercise of stock options.
(4) Consists of 2,865,953 shares of common stock beneficially owned by William Shipley. The foregoing information is based solely upon a Form 4 filed by Mr. Shipley on February 20, 2024. William Shipley is Kenneth E. Shipley’s brother. Kenneth E. Shipley disclaims any beneficial interest in the shares beneficially owned by William Shipley.
(5) Consists of 2,885,978 shares of common stock beneficially owned by Douglas Shipley. The forgoing information is based solely on a Form 4/A filed by Mr. Shipley on February 21, 2024. Douglas Shipley is Kenneth E. Shipley’s brother. Kenneth E. Shipley disclaims any beneficial interest in the shares beneficially owned by Douglas Shipley.
(6) Consists of 2,161,000 shares of common stock beneficially owned by American Endowment Foundation (“AEF”), over which AEF has shared voting power of 2,161,000 shares and shared dispositive power over 2,161,000 shares. The principal business address of AEF is 5700 Darrow Road, Suite 118, Hudson, Ohio 44236. The forgoing information is based solely upon a Schedule 13G filed by AEF on February 12, 2025
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2025 with respect to our common stock that may be issued under our incentive compensation plans and other option grants.
Plan Category
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)
Weighted ‑ Average Exercise Price (b)
Number of Securities Remaining Available for Future Issuance
Number of Securities Remaining Available for Future Issuance
Equity Comp Plans Approved by Security Holders
$
25,189
$
19.85
$
2,474,811
$
2,474,811
Equity Comp Plans Not Approved by Security Holders
-
-
-
-
Total
$
25,189
$
19.85
$
2,474,811
$
2,474,811
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Transactions
In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, discussed in this Part III, the following is a description of each transaction since January 1, 2025 and each currently proposed transaction in which:
● we have been or are to be a participant;
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● the amount involved exceeds $120,000; and
● any related person had or will have a direct or indirect material interest.
Bell Mobile Homes (“Bell”), a retailer owned by one of our company’s significant shareholders, purchases manufactured homes from us. Accounts receivable balances due from Bell were $613,000 as of December 31, 2025. Accounts payable balances due to Bell were $103,000 as of December 31, 2025. Home sales to Bell were $4.8 million for the year ended December 31, 2025.
Shipley Bros., Ltd. and Crazy Red’s Mobile Homes (together, “Shipley”), retailers owned by one of our company’s significant shareholders, purchase manufactured homes from us. Accounts receivable balances due from Shipley were $140,000 as of December 31, 2025. Accounts payable balances due to Shipley were $36,000 as of December 31, 2025. Home sales to Shipley were $2.1 million for the year ended December 31, 2025.
Other than the transactions described above, there have been no transactions between the company and a related person that would be reportable under SEC rules or regulations.
Indemnification Agreements
We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements and our Certificate of Formation and Bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Texas law.
Policies and Procedures for Transactions with Related Persons
Pursuant to a policy approved by the Board, all related party transactions must be disclosed to the Board, and the Board’s discretion, in reviewing such, is plenary.
Director Independence
Our common stock trades on The Nasdaq Global Select Market. Under Nasdaq rules, independent directors must comprise a majority of the listed company’s board of directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees must be independent. Under Nasdaq rules, a director will only qualify as an “independent director” if such director is not an executive officer or employee of the company and, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or any of its subsidiaries.
Our Board of Directors undertook a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Brian J. Ferguson, Skyler M. Howton, and Jeffrey K. Stouder, representing a majority of our directors, were independent under the listing standards of Nasdaq and the requirements of the SEC and do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Frazier & Deeter, LLC served as our independent registered public accountants for the years ended December 31, 2025 and 2024. The following table sets for the aggregate fees billed to us for the years ended December 31, 2025 and 2024:
2025
2024
Audit Fees (1)
$
758,000
$
590,000
Total
$
758,000
$
590,000
(1) Audit fees consist of the fees billed for professional services rendered for the audit of our consolidated annual financial statements including fees related to compliance with the Sarbanes-Oxley Act of 2002, review of our quarterly consolidated financial statements included in our Quarterly Reports on the Form 10-Q and services that are normally provided in connection with statutory and regulatory filings or engagements, consultations in connection with acquisitions and issuances of auditor consents and comfort letters in connection with SEC registration statements.
Pre-Approval Policies
All audit and non-audit services provided by our independent registered public accounting firm must be pre-approved by the Audit Committee. Unless the specific service has been previously pre-approved with respect to that year the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee uses the following procedures in pre-approving all audit and non-audit services provided by our independent registered public accounting firm. At or before the first meeting of the Audit Committee each year, the Audit Committee is presented with a detailed listing of the individual audit and non-audit services and fees (separately describing audit-related services, tax services, and other services) expected to be provided by our independent registered public accounting firm during the year. Quarterly, the Audit Committee is presented with an update of any new audit and non-audit services to be provided. The Audit Committee reviews and the quarterly update and approves the services outline therein if such services are acceptable to the Audit Committee.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibit
Number
Description
3.1
Amended and Restated Certificate of Incorporation of Legacy Housing Corporation (Delaware). (2)
3.2
Amended and Restated Bylaws of Legacy Housing Corporation (Delaware). (1)
3.3
Bylaws of Legacy Housing Corporation. (4)
3.4
Amendment No. 1 to the Bylaws of Legacy Housing Corporation. (4)
3.5
Amendment No. 2 to the Bylaws of Legacy Housing Corporation. (4)
3.6
Amendment No. 3 to the Bylaws of Legacy Housing Corporation. (4)
3.7
Certificate of Formation of Legacy Housing Corporation (formerly Legacy Housing Merger Sub, Inc.), a Texas for-profit corporation. (5)
3.8
Certificate of Merger of Legacy Housing Corporation with and into Legacy Housing Merger Sub, Inc. (5)
4.1
Specimen Common Stock Certificate. (2)
4.2
Description of Securities of the Registrant. (10)
10.1
†
2018 Incentive Compensation Plan. (3)
10.13
Form of Indemnification Agreement. (2)
10.14
Form of Non-Disclosure, Non-Competition and Non-Solicitation Agreement between Legacy Housing Corporation and its employees. (2)
10.24
Credit Agreement, dated as of July 28, 2023, by and among Legacy Housing Corporation, Prosperity Bank as administrative agent, and the lenders party thereto. (7)
10.25
†
Employment Agreement, effective June 7, 2022 by and between Legacy Housing Corporation and Duncan Bates. (6)
10.26
†
Employment Agreement, dated September 10, 2023 between Legacy Housing Corporation and Jeff Fiedelman. (8)
10.27
Settlement Agreement and Release, dated July 27, 2024. (9)
14.1
Code of Ethics and Business Conduct. (2)
14.2
Code of Ethics for the CEO and Senior Financial Officers. (2)
19
*
Insider Trading and Confidentiality Notice to Company Personnel, dated January 2019
23.1
*
Consent of Frazier & Deeter, LLC, Independent Registered Public Accounting Firm.
31.1
*
Rule 13a-14(a)/15d-14(a) Certification for PEO.
31.2
*
Rule 13a-14(a)/15d-14(a) Certification for PFO.
32.1
*
Section 1350 Certifications for PEO .
32.2
*
Section 1350 Certifications for PFO.
97.1
*
Executive Compensation Clawback Policy.
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Incorporated by reference to the exhibits filed with the Company’s Registration Statement on Form S-1/A (No. 333-228288) on December 12, 2018.
(2)
Incorporated by reference to the exhibits filed with the Company’s Registration Statement on Form S-1 (No. 333-228288) on November 9, 2018.
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(3)
Incorporated by reference to the exhibits filed with the Company’s Registration Statement on Form S-1/A (No. 333-228288) on December 11, 2018.
(4)
Incorporated by reference to the exhibits filed with the Company’s Correct Report on Form 8-K on November 3, 2025.
(5)
Incorporated by reference to the exhibits filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 on November 7, 2025.
(6)
Incorporated by reference to the exhibits filed with the Company’s Current Report on Form 8-K on June 13, 2022.
(7)
Incorporated by reference to the exhibits filed with the Company’s Current Report on Form 8-K on August 2, 2023.
(8)
Incorporated by reference to the exhibits filed with the Company’s Current Report on Form 8-K on September 14, 2023.
(9)
Incorporated by reference to the exhibits filed with the Company’s Current Report on Form 10-Q on November 12, 2024.
(10)
Incorporated by reference to the exhibits filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 on March 12, 2025
†
Compensatory plan or agreement.
*
Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LEGACY HOUSING CORPORATION
By:
/s/ Kenneth E. Shipley
Name:
Kenneth E. Shipley
Title:
Chief Executive Officer
Date:
March 12, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Curtis D. Hodgson
Curtis D. Hodgson
Executive Chairman of the Board
March 12, 2026
/s/ Kenneth E. Shipley
Kenneth E. Shipley
Chief Executive Officer and Director ( principal executive officer )
March 12, 2026
/s/ Jon A. Langbert
Chief Financial Officer ( principal financial and accounting officer )
March 12, 2026
Jon A. Langbert
/s/ Brian J. Ferguson
Brian J. Ferguson
Director
March 12, 2026
/s/ Skyler M. Howton
Skyler M. Howton
Director
March 12, 2026
/s/ Jeffrey K. Stouder
Jeffrey K. Stouder
Director
March 12, 2026
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