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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 15, 2022

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

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

    

Name of each exchange on which registered:

Common Stock ($0.001 par value)

LEGH

NASDAQ Global Market

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.

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 15, 2022, Legacy Housing Corporation (the “Company”) entered into a rescission and relinquishment agreement (the “Rescission Agreement”) with Curtis D. Hodgson, Executive Chairman of the Company.

The Rescission Agreement allows Mr. Hodgson to rescind and relinquish certain equity awards granted under a previous employment agreement and allows the Company to accept such rescission and relinquishment, without any payment therefor. A copy of the Rescission Agreement is filed as exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

    

Description

10.1

Rescission and Relinquishment Agreement, executed November 15, 2022 by and between Legacy Housing Corporation and Curtis D. Hodgson.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirement 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 21, 2022

By:

/s/ R. Duncan Bates

Name:

R. Duncan Bates

Title:

President and Chief Executive Officer

Exhibit 10.1

RESCISSION AND RELINQUISHMENT AGREEMENT

This Rescission and Relinquishment Agreement (this “Agreement’) is entered into as of this 15th day of November, 2022 between Legacy Housing Corporation, a Texas corporation (“Legacy”) and Curtis D. Hodgson (the “Employee,” and together with the Company, the “Parties”), with reference to the following:

WHEREAS, the Parties entered into an employment agreement dated January 5, 2022 (“Employment Agreement”);

WHEREAS, Paragraph 3(d) of the Employment Agreement provides the following (“Equity Awards”):

a.If, during the Employment Period, the Company’s stock price reaches and remains for a period of fifteen consecutive market days at a closing price of $36 per share, the Company shall immediately grant to Employee a restricted stock award of 175,000 shares. Fifty percent of the shares shall be vested at grant and fifty percent shall vest on the Anticipated Termination Date, so long as Employee is employed on that date. These shares shall otherwise be subject to the terms of an award agreement and the Incentive Plan.

b.If, during the Employment Period, the Company’s stock price reaches and remains for a period of fifteen consecutive market days at a closing price of $48 per share, the Company shall immediately grant to Employee a restricted stock award of 175,000 shares. Fifty percent of the shares shall be vested at grant and fifty percent shall vest on the Anticipated Termination Date, so long as Employee is employed on that date. These shares shall otherwise be subject to the terms of an award agreement and the Incentive Plan.

WHEREAS, the Employee desires to rescind and relinquish the Equity Awards and the Company desires to accept such rescission and relinquishment, without any payment therefor.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agrees as follows:  Employee rescinds and relinquishes the Equity Awards.  The Company accepts such rescission and relinquishment without any payment therefor.  The effective date of the rescission and relinquishment is October 1, 2022. All other terms and conditions in the Employment Agreement are unchanged.

IN WITNESS WHEREOF, the parties hereto have executed this Rescission and Relinquishment Agreement as of the date first set forth above.

LEGACY HOUSING CORPORATION

CURTIS D. HODGSON

/s/ Joseph P. Lane

/s/ Curtis D. Hodgson

Name: Joseph P. Lane

Curtis D. Hodgson

Its: Chairman of the Compensation Committee