What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-12 compared with 2024-03-15 · 160 added, 199 removed, 545 unchanged (40% of the section changed)

25 unchanged sentences

The material weaknesses in internal control over financial reporting as of December 31, 2024 are summarized as follows:

● We determined that we have not sufficiently or adequately designed or implemented control activities and have a lack of documentation, review and approval of certain control activities.

Additionally, those activities are not sufficiently monitored and tested;

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

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

● We determined that 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;

● We determined that we have not sufficiently or adequately designed or implemented information technology general controls over in-scope business processes and financial reporting systems.

● 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

10 unchanged sentences

During the three months ended December 31, 2024 , no director or officer of the Company adopted or terminated a “Rule 10 b 5 -1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

2 unchanged sentences

Executive Officers and Employee Directors

Executive Chairman of the Board

Founder, Executive Vice President and Director

Founder and Director

Founder, Executive Vice President and Chairman of the Board

President and Chief Executive Officer

3 unchanged sentences

Executive Officers and Employee Directors

Hodgson co-founded our company in 2005 and served as our Co-Chief Executive Officer from January 2018 to February 2019, then became our executive Chairman of the Board.

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

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

5 unchanged sentences

Hodgson earned a B.S.

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

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

from The University of Texas.

Hodgson is the co-founder, executive Chairman and one of our largest stockholders and he was selected to serve on our board of directors due to his decades of experience and deep knowledge of our industry, his leadership and substantial operational and strategic planning expertise.

His service as the executive Chairman creates a critical link between management and the board.

Shipley co-founded our company in 2005 with Curtis D.

Shipley was our Co-Chief Executive Officer from January 2018 and, from February 2019 to June 2022, has served as our President and sole Chief Executive Officer.

Effective in June 2022, Mr.

Shipley became the Execitive Vice President of the Company.

He has been a member of our board of directors since January 2018, when our company converted to a corporation and prior to that, Mr.

Shipley, together with Mr.

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

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

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

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

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.

Shipley has more than 30 years of experience in the manufactured home industry.

Since 1981, he has also owned and operated Bell Mobile Homes and Shipley Bros.

in Lubbock, Texas, a manufactured home retailer.

Shipley is the co-founder, Executive Vice President and one of our largest stockholders and he was selected to serve on our board of directors due to his decades of experience and knowledge of our industry, his leadership and substantial sales and distribution experience with dealers and customers in the industry.

His service as a director and the Executive Vice creates a critical link between management and the board.

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

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

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

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

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

Bates most recently served as Senior Vice President, Mergers & Acquisitions of Arcosa Inc., a publicly traded infrastructure products company since August 2018.

Under his leadership, Arcosa executed 16 acquisitions and 2 divestitures in a three

and ½ year period to reposition its portfolio around growth-oriented, high-margin products.

Before joining Legacy, Mr.

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

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

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

1 unchanged sentence

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

Bates began his career in New York at Willis Re Inc.

began his career in New York at Willis Re Inc.

in July 2010.

1 unchanged sentence

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

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

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

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

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

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

12 unchanged sentences

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

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

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

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

6 unchanged sentences

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

Stouder brings over 25 years of experience in accounting, finance, audit, corporate governance, mergers, and investor relations.

His expertise in these areas make him well qualified as a member of the Board.

Coll was appointed to our board of directors in June, 2022 and was elected to our Board of Directors at the 2022 annual meeting of stockholders .

Coll has served as the President of Universal Air Conditioner, Inc., a wholesale distributor of aftermarket auto parts, since 2015.

Previously, from 2011 to 2015, he was the U.S.

Head of Sales for BTG Pactual, a Brazilian investment bank and asset manager that operates throughout Latin America.

Coll began his career at UBS Investment Bank in the sales & trading and wealth management rotational program in 2007.

Coll received his B.S.

degree in East Asian Studies with a minor in Financial Economics from Vanderbilt University.

Coll’s substantial knowledge in capital markets transactions and risk management solutions make him well qualified as a member of the Board.

Ferguson was elected to our board of directors at the 2023 annual meeting of stockholders .

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

Ferguson was elected to our Board of Directors in 2023.

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

2 unchanged sentences

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 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.

Ferguson’s experience on audit, compliance, and regulatory issues make him well qualified as a member of the Board.

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

Howton was elected to our Board of Directors in 2024.

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.

Howton has also represented small, large, and Fortune 50 companies over her more than ten years’ experience at AM Law 100 firms.

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 .

Howton returned to Baylor Law School to obtain an LLM in Litigation Management.

Howton is active in the Dallas community.

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

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

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

Board Composition

2 unchanged sentences

Our board of directors currently consists of five members.

The Board of Directors held its inaugural meeting on February 7, 2019.

Director Independence

9 unchanged sentences

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

Stouder, Francisco J.

Coll and Brian J.

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

In making these determinations, our board of directors considered the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Stouder, Brian J.

Ferguson and Skyler M.

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

Board Committees

Commencing with the closing of our IPO on December 14, 2018, our board of directors established three standing committees:

Our board of directors has three standing committees:

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

2 unchanged sentences

Audit Committee

In accordance with our audit committee charter, our audit committee oversees our corporate accounting and financial reporting processes and our internal controls over financial reporting;

evaluates the independent public accounting firm’s qualifications, independence and performance;

engages and provides for the compensation of the independent public accounting firm;

approves the retention of the independent public accounting firm to perform any proposed permissible non-audit services;

reviews our financial statements;

reviews our critical accounting policies, estimates and internal controls over financial reporting;

and discusses with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly financial statements.

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 of directors has determined that Jeffrey K.

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

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

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

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

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

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

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

In addition, the Board has determined

that Jeffrey K.

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

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

The audit committee is composed of Messrs.

Stouder (Chairman), Coll and Ferguson.

Compensation Committee

In accordance with our compensation committee charter, our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive Officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations.

The compensation committee also administers the issuance of stock options and other awards under our equity-based incentive plans.

We believe that the composition of our compensation committee meets the requirements for independence under, and the functioning of our compensation committee complies with, any applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations.

We intend to comply with future requirements to the extent they become applicable to us.

The compensation committee is composed of Messrs.

Ferguson (Chairman), Coll and Stouder.

Nominating and governance committee.

In accordance with our nominating and governance committee charter, our nominating and governance committee recommends to the board of directors nominees for election as directors, and meets as necessary to review director candidates and nominees for election as directors;

recommends members for each committee of the board;

oversees corporate governance standards and compliance with applicable listing and regulatory requirements;

develops and recommends to the board governance principles applicable to the company;

and oversees the evaluation of the board and its committees.

We believe that the composition of our nominating and governance committee meets the requirements for independence under, and the functioning of our compensation committee complies with, any applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations.

We intend to comply with future requirements to the extent they become applicable to us.

The nominating and governance committee is composed of Messrs.

Coll (Chairman) and Ferguson.

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

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

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

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

Nominations and Corporate Governance Committee

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

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

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

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

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

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

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

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

Board Composition

6 unchanged sentences

Gender Identity

Demographic Background

Directors, Male

Directors, Female

Code of Business Conduct and Ethics

We adopted a code of business conduct and ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, which is posted on our website.

Our code of business conduct and ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

The information contained on, or accessible from, our website is not part of this Form 10-K by reference or otherwise.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of business conduct and ethics on our website.

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.

Compensation Committee Interlocks and Insider Participation

12 unchanged sentences

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

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

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

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

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

7 unchanged sentences

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

Our annual compensation of our executive officers consists of a base salary and a discretionary bonus determined by the compensation committee.

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.

7 unchanged sentences

The Company maintains employment agreements with Messrs.

Hodgson, Shipley, Bates and Fiedelman.

Curtis Hodgson’s Employment Agreeement.

On January 5, 2022, we entered into an amended and restated employment agreement with Curtis D.

Hodgson to serve as our Executive Chairman for a term beginning January 1, 2022 and ending June 16, 2024.

Under the employment agreements, Mr.

Hodgson’s annual base salary is $200,000, and he is eligible to receive an annual incentive bonus as determined by the board of directors.

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

Hodgson’s employment.

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

Additionally, in the event Mr.

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

Hodgson an amount equal to two years’ compensation at his then current rate of pay.

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

Shipley, Bates and Fiedelman.

Shipley’s Employment Agreement.

4 unchanged sentences

Shipley became our Executive Vice President.

The term of the employment agreement commenced January 1, 2018, ended December 31, 2021 and automatically is extended for one year periods beginning with the initial termination date.

Under the employment agreement, Mr.

In December, 2024, Mr.

Shipley became Chairman of the Board of Directors.

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

Under his employment agreement, Mr.

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

4 unchanged sentences

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

Shipley an amount equal to two years’ compensation at his then current rate of pay.

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

Shipley an amount equal to two

years’ compensation at his then current rate of pay.

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

Duncan Bates’ Employment Agreement .

1 unchanged sentence

The employment agreement provides for Mr.

Bates to receive a base salary of $300,000 per year

and a restricted stock award of 14,700 shares of Company common stock as a signing bonus, which shall vest one-half each of the first and second anniversary of the effective date.

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

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

9 unchanged sentences

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

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

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

Fiedelman’s Employment Agreement.

10 unchanged sentences

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

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

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

Employee Benefits

Our NEOs participate in the same employee benefit plans that are made available to the Company’s employees generally.

3 unchanged sentences

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.

4 unchanged sentences

Compensation ($)

Executive Chairman

Executive Vice President (former President and Chief Executive Officer)

Executive Chairman and Director (1)

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

President and Chief Executive Officer

2 unchanged sentences

Chief Financial Officer (5)

Bates joined the Company as President and Chief Executive Officer in June 2022 .

Arrington joined the Company as Chief Financial Officer in May 2022 and left the Company in September 2023 .

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

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

he currently is a Director.

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

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

Burt left the Company in December 2023.

Arrington left the Company in September 2023 .

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

Grants of Plan Based Awards

The following table lists grants of plan-based awards to each of our NEOs for the year ending December 31, 2023.

Stock Awards:

Option Awards:

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

Equity Incentive Plan Awards

Threshold ($)

($ per share)

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

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

Outstanding Equity Awards

23 unchanged sentences

Fiedelman (2)

(1) Market value amounts represent the product of the closing price of our common stock on December 29, 2023 of $25.22 per share, multiplied by the number of unvested shares.

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

8 unchanged sentences

Potential Payments Upon Termination or Change of Control

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

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

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

Certain equity awards held by these NEOs are subject to accelerated vesting on a

change in control.

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

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

3 unchanged sentences

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

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

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

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

15 unchanged sentences

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

Hodgson and Mr.

Shipley, the Company is obligated to pay their base salary for the remainder of their employment period as states in their employment agreements in as if they were still employed by the Company.

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

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

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

Fiedelman, the Company does not have any continuing obligation.

2 unchanged sentences

Change of Control.

Hodgson and Mr.

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

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

Bates and Mr.

9 unchanged sentences

Equity awards (3)

Salary continuation

Equity awards (2)

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

Restricted stock value is based on the Company’s closing stock price at December 31, 2023.

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

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

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

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

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

Hodgson’s employment period terminates in June, 2024.

Shipley’s has a one year employment period that automatically renews, The current employment period terminates in November, 2024.

CEO Pay Ratio Disclosure

1 unchanged sentence

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.

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 594 individuals employed by the Company as of December 31, 2024, and examined the total compensation paid to each such individual as reflected in the Company’s payroll records.

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

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

time, seasonal or temporary basis.

We annualized the compensation for any permanent employees who were not employed by us for all of 2024.

3 unchanged sentences

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

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

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

Value of Initial

2 unchanged sentences

(in thousands) ($)

1) During 2023, our PEO was Duncan Bates

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

during 2022, our PEOs were Kenneth E.

Shipley and Duncan Bates

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

Hodgson, Kenneth E.

Shipley and Jeffrey M.

during 2023, our Non-PEO NEOs were Curtis D.

Hodgson, Kenneth E.

Shipley, Jeffrey V.

1 unchanged sentence

Arrington and Jeffrey M.

3) During 2022, our PEOs were Kenneth E.

Shipley and Duncan Bates

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

54 unchanged sentences

Hodgson, Kenneth E.

Shipley and Jeffrey M.

2) During 2023, our Non-PEO NEOs were Curtis D.

Hodgson, Kenneth E.

Shipley, Jeffrey V.

13 unchanged sentences

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.

We have set aside an aggregate of 2,500,000 shares of common stock (including stock options) as additional compensation that we expect to award to our officers, directors and key personnel under the terms of our Plan, and this amount will not exceed 10% of the then outstanding shares of our common stock.

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.

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

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

22 unchanged sentences

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

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

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

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

Acceleration of Vesting;

6 unchanged sentences

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 theeffecttive 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.

9 unchanged sentences

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

Lane’s term ended December 1, 2023 and he was replaced by Mr.

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

Howton in December, 2024

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 10, 2024, referred to in the table below as the “Beneficial Ownership Date,” by:

● each person who is known to be the beneficial owner of 5% or more of the outstanding shares of our common stock;

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

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

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

3 unchanged sentences

Percentage of beneficial ownership is based on 24,129,362 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.

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.

7 unchanged sentences

William Shipley (2)

c/o Legacy Housing Corporation

1600 Airport Freeway, #100

Bedford, TX 76022

Douglas Shipley (2)

c/o Legacy Housing Corporation

1600 Airport Freeway, #100

Bedford, TX 76022

American Endowment Foundation

5700 Darrow Road, Suite 118

Hudson, Ohio 44236

All directors, director nominees and executive officers as a group (7 persons)

1 unchanged sentence

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

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

Hodgson shares voting and investment power with respect to such shares and 100,000 shares owned by Cusach, Inc., an entity controlled by Mr.

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

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

(2) Kenneth E.

3 unchanged sentences

Shipley disclaims any beneficial interest.

Bates’ beneficial ownership consists of 1,075 shares of common stock granted to him for service as a board member during 2021 and 2022, 5,000 shares of common stock purchased on the open market, and 7,350 shares of common stock granted to him during the two-year period commencing on June 7, 2022 under our 2018 Incentive Compenation Plan, which are currently vested .

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

Delinquent Section 16(a) Reports

5 unchanged sentences

Number Of Reports Not Filed

Burt, Chief Accounting Officer

Hodgson, Director

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions and Relationships with Directors, Officers and 5% Stockholders

Bell Mobile Homes, a retailer owned by one of the Company’s significant shareholders, purchases manufactured homes from the Company.

Accounts receivable balances due from Bell Mobile Homes were $403 and $0 as of December 31, 2023 and 2022, respectively.

Accounts payable balances due to Bell Mobile Homes were $18 and $132 as of December 31, 2023 and 2022, respectively.

Home sales to Bell Mobile Homes were $4,543 and $4,499 for the years ended December 31, 2023 and 2022, respectively.

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

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

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

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

Shipley Bros., Ltd.

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

Accounts receivable balances due from Shipley Bros.

were $143 and $0 as of December 31, 2023 and 2022, respectively.

Accounts payable balances due to Shipley Bros.

were $67 and $0 as of December 31, 2023 and 2022, respectively.

Home sales to Shipley Bros.

were $1,199 and $3,181 as of December 31, 2023 and 2022, respectively.

At December 31, 2023 and December 31, 2022, the Company had an accounts receivable balance of $0 and $68, respectively, from a principal shareholder.

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

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

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

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

Indemnification Agreements

1 unchanged sentence

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

Corporate Conversion

Effective January 1, 2018, we converted to a Delaware corporation and changed our name to Legacy Housing Corporation.

Prior to January 1, 2018, we were a Texas limited partnership controlled by our Executive Chairman and President and Chief Executive Officer.

Upon the corporate conversion, all of our outstanding partnership interests were exchanged on a proportional basis for shares of common stock of Legacy Housing Corporation.

The conversion qualified as a tax free transaction under Section 351 of the Internal Revenue Code.

Effective December 31, 2019, the Company converted from a Delaware corporation to a Texas corporation.

Policies and Procedures for Transactions with Related Persons

Our board of directors adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions.

Related persons include any executive officer, director or a holder of more than 5% of our common stock, including any of their immediate family members and any entity owned or controlled by such persons.

Related person transactions refer to any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which (i) we were or are to be a participant, (ii) the amount involved exceeds $120,000, and (iii) a related person had or will have a direct or indirect material interest.

Related person transactions include, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person, in each case subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act.

The policy provides that in any related person transaction, our audit committee and board of directors will consider all of the available material facts and circumstances of the transaction, including the direct and indirect interests of the related persons, in the event the related person is a director (or immediate family member of a director or an entity with which a director is affiliated), the impact that the transaction will have on a director’s independence, the risks, costs and benefits of the transaction to us, and whether any alternative transactions or sources for comparable services or products are available.

After considering all such facts and circumstances, our audit committee and board of directors will determine whether approval or ratification of the related person transaction is in our best interests.

For example, if our audit committee determines that the proposed terms of a related person transaction are reasonable and at least as favorable as could have been obtained from unrelated third parties, it will recommend to our board of directors that such transaction be approved or ratified.

In addition, if a related person transaction will compromise the independence of one of our directors, our audit committee may recommend that our board of directors reject the transaction if it could affect our ability to comply with securities laws and regulations or Nasdaq listing requirements.

Each transaction described above was entered into prior to the adoption of our audit committee charter and the foregoing policy.

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.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Frazier & Deeter, LLC served as our independent registered public accountants for the year ended December 31, 2023.

Daszkal Bolton, LLP served as our independent registered public accountants for the year ended December 31, 2022 and for the three months ended March 31, 2023.

Frazier & Deeter, LLC served as our independent registered public accountants for the years ended December 31, 2024 and 2023.

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

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

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

For our fiscal year ended December 31, 2022, we were billed approximately $254,000 for professional services rendered by Daszkal Bolton, LLP.

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

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

1 unchanged sentence

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

Audit Related Fees

There were no fees for audit related services rendered by our independent auditors for the years ended December 31, 2023 and 2022.

There were no fees for professional services rendered by our independent auditors for tax compliance, tax advice, and tax planning for the years ended December 31, 2023 and 2022.

All Other Fees

There were no fees that fell into the classification of “Other Fees” for our fiscal years ended December 31, 2023 and 2022.

Audit Related, Tax and Other Fees

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

Pre-Approval Policies

47 unchanged sentences

Employment Agreement, dated September 10, 2023 between Legacy Housing Corporation and Jeff Fiedelman

Settlement Agreement and Release dated July 27, 2024

Code of Ethics and Business Conduct.

Code of Ethics for the CEO and Senior Financial Officers.

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

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

Consent of Daszkal Bolton, LLP, Independent Registered Public Accounting Firm

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

19 unchanged sentences

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

/s/ Curtis D.

Executive Chairman of the Board

March 15, 2024

/s/ Kenneth E.

Executive Vice President and Director ( principal executive officer )

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

March 12, 2025

/s/ Jeffrey M.

Chief Financial Officer ( principal

Chief Financial Officer ( principal financial officer )

March 12, 2025

financial officer )

/s/ Curtis D.

March 12, 2025

/s/ Jeffrey K.

1 unchanged sentence

March 12, 2025

/s/ Francisco J.

/s/ Skyler M.

March 12, 2025

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

What changed 10-K

Item 9A. Controls and Procedures