LEGH board updates bylaws under TBOC; Hodgson named Executive Chair

Rhea-AI Filing Summary

Legacy Housing Corporation reported two governance updates. The Board approved amendments to the company’s Bylaws on October 29, 2025, in connection with recent changes to the Texas Business Organizations Code. The amendments are effective as of that date and the full texts are filed as Exhibits 3.2, 3.3, and 3.4, with the current Bylaws filed as Exhibit 3.1.

The Board also appointed co‑founder Curtis D. Hodgson as Executive Chairman of the Board, effective October 29, 2025. Hodgson has served as a director since January 2018 and previously held the Executive Chairman role from January 2022 to December 2024. Kenneth E. Shipley, who served as Chairman prior to this appointment, will continue as a Board member.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2025

LEGACY HOUSING CORPORATION

(Exact name of registrant as specified in its charter)

Texas		001-38761		20-2897516
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1600 Airport Freeway, #100  Bedford, Texas		76022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (817) 799-4900

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which  registered
Common Stock, par value $0.001 per share		LEGH		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

CURRENT REPORT ON FORM 8-K

Legacy Housing Corporation (the “Company”)

October 29, 2025

Item 5.03.         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 29, 2025, in connection with certain recent changes to the Texas Business Organizations Code (“TBOC”), the Board of Directors of the Company (the “Board”) approved and adopted certain amendments (the “Amendments”) to the Company’s Bylaws (the “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 the 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 of Texas 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.

Except as specifically amended above, the Bylaws remain in full force and effect.

The foregoing description of the Amendments is qualified in its entirety by reference to the full text of Amendment No. 1 to the Bylaws of the Company, Amendment No. 2 to the Bylaws of the Company and Amendment No. 3 to the Bylaws of the Company, which are filed as Exhibits 3.2, 3.3 and 3.4, respectively, to this current report and is incorporated by reference herein.

For reference, the Bylaws are filed as Exhibit 3.1 to this current report.

Item 8.01.         Other Events.

On October 29, 2025, the Board appointed Curtis D. Hodgson as the Executive Chairman of the Board, effective as of such date. Mr. Hodgson co-founded the Company in 2005 and has served as a director of the Company since January 2018, and previously served as Executive Chairman of the Board from January 2022 to December 2024. Kenneth E. Shipley, who served as the Chairman of the Board prior to Mr. Hodgson’s appointment, will continue to serve as a member of the Board.

Item 9.01.         Financial Statements and Exhibits.

(d)        Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.

Exhibit Number		Description of Exhibit
3.1		Bylaws of Legacy Housing Corporation.
3.2		Amendment No. 1 to the Bylaws of Legacy Housing Corporation.
3.3		Amendment No. 2 to the Bylaws of Legacy Housing Corporation.
3.4		Amendment No. 3 to the Bylaws of Legacy Housing Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEGACY HOUSING CORPORATION
Date: November 3, 2025	By:	/s/ Kenneth E. Shipley
		Name:	Kenneth E. Shipley
		Title:	Interim Chief Executive Officer

FAQ

What did Legacy Housing (LEGH) announce in this 8-K?

The company amended its Bylaws to align with changes to the Texas Business Organizations Code and appointed Curtis D. Hodgson as Executive Chairman, both effective October 29, 2025.

Who is the new Executive Chairman at Legacy Housing (LEGH)?

Co‑founder Curtis D. Hodgson was appointed Executive Chairman of the Board, effective October 29, 2025.

What happens to former Chairman Kenneth E. Shipley?

Kenneth E. Shipley will continue to serve as a member of the Board.

When did the bylaw amendments at Legacy Housing take effect?

The amendments took effect on October 29, 2025.

Where can investors read the amended Bylaws?

The Bylaws are filed as Exhibit 3.1, with Amendment Nos. 1–3 filed as Exhibits 3.2, 3.3, and 3.4.

Why were the Bylaws amended?

They were amended in connection with recent changes to the Texas Business Organizations Code.