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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 |
