Champion Homes, Inc. (Form: 10-Q, Received: 02/04/2026 16:16:32)

falseQ3--03-280000090896202600000908962025-03-290000090896us-gaap:RetailMember2025-09-282025-12-270000090896sky:ManufacturingMember2024-03-312024-12-280000090896sky:IsemanHomesMember2025-05-300000090896us-gaap:AdditionalPaidInCapitalMember2025-09-282025-12-270000090896srt:MinimumMember2025-12-270000090896sky:NotesPayableToRomeoJulietLlcDueTwoThousandTwentySixMember2025-03-290000090896us-gaap:RevolvingCreditFacilityMembersky:CreditAgreementMember2025-07-280000090896us-gaap:RetainedEarningsMember2025-09-270000090896us-gaap:AdditionalPaidInCapitalMember2025-09-270000090896sky:NotesPayableToRomeoJulietLlcDueTwoThousandTwentySixMember2025-12-270000090896sky:CorporateOrOtherMember2025-12-270000090896us-gaap:RetainedEarningsMember2024-03-300000090896us-gaap:StandbyLettersOfCreditMember2025-12-270000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-300000090896us-gaap:RetainedEarningsMember2024-09-280000090896sky:CustomerRelationshipsAndOtherMember2025-12-270000090896sky:USFactoryBuiltHousingMember2025-03-302025-12-270000090896sky:NotePayableToUnitedBankDueTwoThousandTwentySixMember2025-12-270000090896us-gaap:NoncontrollingInterestMember2025-09-282025-12-270000090896sky:ConsolidatedTotalNetLeverageRatioEqualToOrGreaterThanTwoPointTwoFiveToOneMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:RevolvingCreditFacilityMembersky:CreditAgreementMember2025-03-302025-12-270000090896sky:AlternateBaseRateMemberus-gaap:RevolvingCreditFacilityMembersky:CreditAgreementMembersky:ConsolidatedTotalNetLeverageIsBelowZeroPointFiveToOneMember2025-03-302025-12-270000090896sky:ManufacturingMembersky:CanadianFactoryBuiltHousingMember2025-03-302025-12-270000090896sky:TransportationAndOtherMember2025-03-302025-12-270000090896us-gaap:LandImprovementsMember2025-03-290000090896sky:CorporateOrOtherMember2024-12-280000090896sky:IsemanHomesMember2025-12-270000090896country:US2025-12-270000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-292024-12-280000090896us-gaap:AdditionalPaidInCapitalMember2024-03-300000090896sky:ManufacturingMembersky:CanadianFactoryBuiltHousingMember2024-03-312024-12-280000090896sky:TransportationAndOtherMember2025-09-282025-12-2700000908962025-12-270000090896us-gaap:TradeNamesMember2025-03-290000090896us-gaap:RevolvingCreditFacilityMembersky:CreditAgreementMember2025-12-270000090896us-gaap:CommonStockMember2024-03-312024-12-280000090896sky:CanadianFactoryBuiltHousingMember2025-03-302025-12-270000090896sky:CorporateOtherMember2025-03-302025-12-270000090896us-gaap:AdditionalPaidInCapitalMember2024-12-280000090896sky:CreditAgreementMemberus-gaap:LetterOfCreditMember2025-12-270000090896sky:ManufacturingMembersky:CanadianFactoryBuiltHousingMember2024-09-292024-12-280000090896sky:IndustrialRevenueBondsMember2025-03-290000090896us-gaap:LandImprovementsMembersrt:MaximumMember2025-12-2700000908962024-09-280000090896us-gaap:RetailMember2024-09-292024-12-280000090896us-gaap:RetainedEarningsMember2025-03-290000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-312024-12-280000090896sky:USFactoryBuiltHousingMember2024-12-280000090896us-gaap:CommonStockMember2024-03-300000090896sky:TransportationMember2024-09-292024-12-280000090896us-gaap:MaterialReconcilingItemsMember2024-03-312024-12-280000090896sky:CorporateOtherMember2024-09-292024-12-280000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-290000090896us-gaap:CommonStockMember2025-03-290000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-282025-12-270000090896us-gaap:MachineryAndEquipmentMembersrt:MaximumMember2025-12-270000090896country:CA2025-03-302025-12-270000090896us-gaap:ConvertiblePreferredStockSubjectToMandatoryRedemptionMembersky:EcnCapitalCorpMember2023-09-300000090896us-gaap:NoncontrollingInterestMember2024-03-312024-12-280000090896us-gaap:RetainedEarningsMember2025-09-282025-12-270000090896us-gaap:CommonStockMember2025-12-270000090896srt:MaximumMember2025-12-270000090896us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:RevolvingCreditFacilityMembersky:CreditAgreementMembersky:ConsolidatedTotalNetLeverageIsBelowZeroPointFiveToOneMember2025-03-302025-12-270000090896sky:CorporateOrOtherMember2024-03-312024-12-280000090896sky:FloorPlanFinancingArrangementsMember2025-03-2900000908962024-03-3000000908962024-03-312025-03-290000090896us-gaap:AdditionalPaidInCapitalMember2024-09-280000090896sky:USFactoryBuiltHousingMember2025-09-282025-12-270000090896sky:TriadFinancialServicesIncMember2025-12-270000090896sky:NotePayableToUnitedBankMember2025-12-270000090896sky:CorporateOtherMembersky:TransportationMember2024-03-312024-12-280000090896sky:TransportationMember2024-03-312024-12-280000090896us-gaap:SubsequentEventMember2026-01-012026-01-310000090896sky:IndustrialRevenueBondsMember2025-12-270000090896sky:CustomerRelationshipsAndOtherMember2025-03-290000090896sky:ManufacturingMembersky:USFactoryBuiltHousingMember2024-03-312024-12-280000090896us-gaap:AdditionalPaidInCapitalMember2025-12-2700000908962025-03-302025-12-270000090896us-gaap:ConstructionInProgressMember2025-03-2900000908962024-03-312024-12-2800000908962025-09-282025-12-270000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-280000090896us-gaap:AdditionalPaidInCapitalMember2024-09-292024-12-280000090896sky:ManufacturingMembersky:USFactoryBuiltHousingMember2025-03-302025-12-270000090896sky:TriadFinancialServicesIncMember2023-09-3000000908962024-09-292024-12-280000090896sky:TriadFinancialServicesIncMember2025-03-290000090896us-gaap:MachineryAndEquipmentMembersrt:MinimumMember2025-12-270000090896sky:EcnCapitalCorpMember2025-11-132025-11-130000090896sky:CanadianFactoryBuiltHousingMember2024-03-312024-12-280000090896sky:KelownaBritishColumbiaMember2025-03-302025-12-270000090896sky:CorporateOtherMember2024-03-312024-12-280000090896sky:CanadianFactoryBuiltHousingMember2024-12-280000090896us-gaap:IndemnificationGuaranteeMember2025-12-270000090896sky:IndustrialRevenueBondsMember2025-03-302025-12-270000090896sky:USFactoryBuiltHousingMember2024-03-312024-12-280000090896us-gaap:RetailMember2024-03-312024-12-280000090896us-gaap:AdditionalPaidInCapitalMember2025-03-290000090896srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-270000090896us-gaap:BuildingAndBuildingImprovementsMember2025-03-290000090896sky:ManufacturingMember2024-09-292024-12-280000090896us-gaap:CommonStockMember2025-09-282025-12-270000090896sky:ManufacturingMember2025-03-302025-12-270000090896us-gaap:LandImprovementsMember2025-12-270000090896us-gaap:InsuranceClaimsMember2025-12-270000090896sky:IsemanHomesMember2025-03-302025-12-270000090896us-gaap:RetailMember2025-03-302025-12-270000090896us-gaap:RetainedEarningsMember2024-09-292024-12-2800000908962025-09-270000090896sky:ManufacturingMembersky:CanadianFactoryBuiltHousingMember2025-09-282025-12-270000090896sky:TransportationAndOtherMembersky:CorporateOtherMember2025-09-282025-12-270000090896sky:NotePayableToUnitedBankDueTwoThousandTwentySixMember2025-03-2900000908962026-01-300000090896sky:ManufacturingMembersky:USFactoryBuiltHousingMember2024-09-292024-12-280000090896us-gaap:RevolvingCreditFacilityMembersky:CreditAgreementMember2025-03-302025-12-270000090896sky:CanadianFactoryBuiltHousingMember2024-09-292024-12-280000090896us-gaap:RetainedEarningsMember2025-12-270000090896us-gaap:RetainedEarningsMember2024-12-280000090896sky:IsemanHomesMembersrt:MaximumMember2025-05-302025-05-300000090896sky:FloorPlanFinancingArrangementsMember2025-12-270000090896sky:EcnCapitalCorpMember2025-09-282026-12-270000090896sky:CanadianFactoryBuiltHousingMember2025-09-282025-12-270000090896sky:EcnCapitalCorpMember2023-09-012023-09-300000090896us-gaap:RetainedEarningsMember2025-03-302025-12-270000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-302025-12-270000090896sky:IsemanHomesMember2025-05-302025-05-300000090896us-gaap:ConstructionInProgressMember2025-12-270000090896us-gaap:AdditionalPaidInCapitalMember2024-03-312024-12-280000090896sky:ConsolidatedTotalNetLeverageRatioEqualToOrGreaterThanTwoPointTwoFiveToOneMembersky:AlternateBaseRateMemberus-gaap:RevolvingCreditFacilityMembersky:CreditAgreementMember2025-03-302025-12-270000090896us-gaap:CollectibilityOfReceivablesMember2025-12-270000090896sky:CorporateOrOtherMember2025-03-302025-12-270000090896us-gaap:FairValueInputsLevel3Membersky:IsemanHomesMember2025-12-270000090896us-gaap:TradeNamesMember2025-12-270000090896us-gaap:CommonStockMember2024-12-280000090896us-gaap:RetailMembersky:USFactoryBuiltHousingMember2024-03-312024-12-280000090896us-gaap:MaterialReconcilingItemsMember2024-09-292024-12-280000090896us-gaap:RetainedEarningsMember2024-03-312024-12-280000090896us-gaap:CommonStockMember2024-09-292024-12-280000090896sky:EcnCapitalCorpMember2025-12-270000090896sky:IsemanHomesMemberus-gaap:TradeNamesMember2025-12-270000090896sky:EcnCapitalCorpMember2025-03-302025-12-270000090896us-gaap:AdditionalPaidInCapitalMember2025-03-302025-12-270000090896us-gaap:RetailMembersky:USFactoryBuiltHousingMember2024-09-292024-12-280000090896sky:CreditAgreementMemberus-gaap:LetterOfCreditMember2025-07-280000090896srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Member2025-03-290000090896sky:USFactoryBuiltHousingMember2025-12-270000090896us-gaap:NoncontrollingInterestMember2025-03-302025-12-270000090896us-gaap:VehiclesMembersrt:MaximumMember2025-12-270000090896sky:USFactoryBuiltHousingMember2024-09-292024-12-280000090896us-gaap:CommonStockMember2025-09-270000090896sky:EcnCapitalCorpMember2025-03-290000090896us-gaap:RetailMembersky:USFactoryBuiltHousingMember2025-09-282025-12-270000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-270000090896srt:MinimumMemberus-gaap:LandImprovementsMember2025-12-270000090896sky:EcnCapitalCorpMember2024-09-292024-12-280000090896sky:NotesPayableToRomeoJulietLlcDueTwoThousandThirtyNineMember2025-12-270000090896us-gaap:MachineryAndEquipmentMember2025-03-290000090896sky:EcnCapitalCorpMember2023-09-3000000908962024-12-280000090896sky:FloorPlanFinancingArrangementsMembersrt:MaximumMember2025-12-270000090896sky:CorporateOtherMembersky:TransportationMember2024-09-292024-12-280000090896sky:ManufacturingMembersky:USFactoryBuiltHousingMember2025-09-282025-12-270000090896sky:CanadianFactoryBuiltHousingMember2025-12-270000090896us-gaap:CommonStockMember2024-09-280000090896us-gaap:SuretyBondMember2025-12-270000090896srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-270000090896sky:CorporateOrOtherMember2025-09-282025-12-270000090896us-gaap:MachineryAndEquipmentMember2025-12-270000090896sky:EcnCapitalCorpMember2024-03-312024-12-280000090896us-gaap:RetailMembersky:USFactoryBuiltHousingMember2025-03-302025-12-270000090896us-gaap:VehiclesMembersrt:MinimumMember2025-12-270000090896sky:NotePayableToRomeoJulietLlcMember2025-12-270000090896sky:FloorPlanFinancingArrangementsMember2025-03-302025-12-270000090896sky:CorporateOrOtherMember2024-09-292024-12-280000090896us-gaap:BuildingAndBuildingImprovementsMember2025-12-270000090896srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:AccountingStandardsUpdate201613Member2025-12-270000090896us-gaap:MaterialReconcilingItemsMember2025-03-302025-12-270000090896us-gaap:MaterialReconcilingItemsMember2025-09-282025-12-270000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-270000090896sky:CorporateOtherMember2025-09-282025-12-270000090896us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-280000090896us-gaap:CommonStockMember2025-03-302025-12-270000090896sky:ManufacturingMember2025-09-282025-12-270000090896sky:TransportationAndOtherMembersky:CorporateOtherMember2025-03-302025-12-270000090896sky:NotesPayableToRomeoJulietLlcDueTwoThousandThirtyNineMember2025-03-290000090896us-gaap:NoncontrollingInterestMember2024-09-292024-12-280000090896country:US2025-03-302025-12-27xbrli:puresky:Centeriso4217:USDxbrli:sharessky:Facilityxbrli:sharessky:Segmentiso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-04714

Champion Homes, Inc.

(Exact name of registrant as specified in its charter)


Indiana		35-1038277
(State of Incorporation)		(I.R.S. Employer Identification No.)

755 West Big Beaver Road, Suite 1000
Troy, Michigan		48084
(Address of Principal Executive Offices)		(Zip Code)

     (248) 614-8211

    

(Registrant’s telephone number, including area code)

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	SKY	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filers,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:):


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐	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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock outstanding as of January 30, 2026: 55,302,021

CHAMPION HOMES, INC.

FORM 10-Q

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of December 27, 2025 (unaudited) and March 29, 2025	1
Condensed Consolidated Income Statements (unaudited) for the three and nine months ended December 27, 2025 and December 28, 2024	2
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended December 27, 2025 and December 28, 2024	3
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended December 27, 2025 and December 28, 2024	4
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and nine months ended December 27, 2025 and December 28, 2024	5
Notes to Condensed Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3. Quantitative and Qualitative Disclosures About Market Risk	31

Item 4. Controls and Procedures	31

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 5. Other Information	33

Item 6. Exhibits	34

SIGNATURES	35

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Champion Homes, Inc.

Condensed Consolidated Balance Sheets

(Dollars and shares in thousands, except per share amounts)


	December 27, 2025			March 29, 2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	659,758		$	610,338
Trade accounts receivable, net		67,086			84,103
Inventories, net		341,308			360,629
Other current assets		49,075			31,428
Total current assets		1,117,227			1,086,498
Long-term assets:
Property, plant, and equipment, net		311,705			307,140
Goodwill		363,616			357,973
Amortizable intangible assets, net		58,762			64,712
Deferred tax assets		14,927			37,998
Other noncurrent assets		248,078			256,087
Total assets	$	2,114,315		$	2,110,408
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Floor plan payable	$	95,298		$	106,091
Accounts payable		47,510			65,136
Other current liabilities		268,747			280,081
Total current liabilities		411,555			451,308
Long-term liabilities:
Long-term debt		23,816			24,773
Deferred tax liabilities		8,283			7,350
Other liabilities		78,435			82,539
Total long-term liabilities		110,534			114,662

Stockholders' Equity:
Common stock, $0.0277 par value, 115,000 shares authorized, 55,294 and 57,109 shares issued as of December 27, 2025 and March 29, 2025, respectively		1,533			1,584
Additional paid-in capital		606,177			586,941
Retained earnings		998,998			975,981
Accumulated other comprehensive loss		(14,482	)		(20,068	)
Total stockholders’ equity		1,592,226			1,544,438
Total liabilities and stockholders’ equity	$	2,114,315		$	2,110,408

See accompanying Notes to Condensed Consolidated Financial Statements.

Champion Homes, Inc.

Condensed Consolidated Income Statements

(Unaudited, dollars in thousands, except per share amounts)


	Three months ended						Nine months ended
	December 27, 2025			December 28, 2024			December 27, 2025			December 28, 2024
Net sales	$	656,614		$	644,925		$	2,042,361		$	1,889,581
Cost of sales		484,421			463,903			1,492,406			1,378,011
Gross profit		172,193			181,022			549,955			511,570
Selling, general, and administrative expenses		109,727			108,214			334,153			316,696
Operating income		62,466			72,808			215,802			194,874
Interest (income), net		(3,779	)		(3,991	)		(12,349	)		(12,977	)
Other (income)		(1,221	)		(2,158	)		(2,362	)		(3,363	)
Income before income taxes		67,466			78,957			230,513			211,214
Income tax expense		12,375			16,698			48,625			45,809
Net income before equity in net (income) loss of affiliates		55,091			62,259			181,888			165,405
Equity in net (income) loss of affiliates		(913	)		(568	)		(203	)		1,466
Net income		56,004			62,827			182,091			163,939
Net income attributable to non-controlling interest		1,668			1,290			4,869			1,874
Net income attributable to Champion Homes, Inc.	$	54,336		$	61,537		$	177,222		$	162,065
Net income attributable to Champion Homes, Inc. per share:
Basic	$	0.97		$	1.07		$	3.14		$	2.81
Diluted	$	0.97		$	1.06		$	3.12		$	2.79

See accompanying Notes to Condensed Consolidated Financial Statements.

Champion Homes, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, dollars in thousands)


	Three months ended					Nine months ended
	December 27, 2025		December 28, 2024			December 27, 2025		December 28, 2024
Net income	$	56,004	$	62,827		$	182,091	$	163,939
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		2,505		(7,540	)		5,586		(7,046	)
Total other comprehensive income (loss)		2,505		(7,540	)		5,586		(7,046	)
Total comprehensive income before non-controlling interests		58,509		55,287			187,677		156,893
Comprehensive income attributable to non-controlling interests		1,668		1,290			4,869		1,874
Comprehensive income attributable to Champion Homes, Inc.	$	56,841	$	53,997		$	182,808	$	155,019

See accompanying Notes to Condensed Consolidated Financial Statements.

Champion Homes, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, dollars in thousands)


	Nine months ended
	December 27, 2025			December 28, 2024

Cash flows from operating activities
Net income	$	182,091		$	163,939
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		35,825			30,796
Amortization of deferred financing fees		374			280
Equity-based compensation		15,406			14,184
Deferred taxes		22,197			(2,464	)
(Gain) loss on disposal of property, plant, and equipment		(2,623	)		128
Foreign currency transaction (gain) loss		(842	)		1,436
Equity in net (income) loss of affiliates		(203	)		1,466
Dividends from equity method investment		718			1,011
Change in fair value of contingent consideration		—			7,912
Change in assets and liabilities:
Accounts receivable		17,589			(3,858	)
Floor plan receivables		(1,234	)		(16,874	)
Inventories		36,864			(18,902	)
Other assets		(11,738	)		8,045
Accounts payable		(17,103	)		(4,762	)
Accrued expenses and other liabilities		(26,156	)		12,515
Net cash provided by operating activities		251,165			194,852
Cash flows from investing activities
Additions to property, plant, and equipment		(24,914	)		(37,971	)
Cash paid for equity method investment		(895	)		—
Proceeds from floor plan loans		—			2,737
Acquisition, net of cash acquired		(24,636	)		—
Proceeds from disposal of property, plant, and equipment		5,126			222
Net cash (used in) investing activities		(45,319	)		(35,012	)
Cash flows from financing activities
Changes in floor plan financing, net		(10,939	)		(3,089	)
Payments on long term debt		(1,012	)		(20	)
Payments of deferred financing fees		(1,014	)		—
Payments for repurchase of common stock		(150,000	)		(59,999	)
Stock option exercises		3,836			285
Tax payments for equity-based compensation		(2,950	)		(3,031	)
Net cash (used in) financing activities		(162,079	)		(65,854	)
Effect of exchange rate changes on cash and cash equivalents		5,653			(7,296	)
Net increase in cash and cash equivalents		49,420			86,690
Cash and cash equivalents at beginning of period		610,338			495,063
Cash and cash equivalents at end of period	$	659,758		$	581,753

See accompanying Notes to Condensed Consolidated Financial Statements.

Champion Homes, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited, dollars and shares in thousands)


	Three months ended December 27, 2025
	Common Stock
	Shares			Amount			Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Non-Controlling Interest			Total
Balance at September 27, 2025		55,845		$	1,549		$	600,970	$	995,728		$	(16,987	)	$	—		$	1,581,260
Net income		—			—			—		54,336			—			1,668			56,004
Equity-based compensation		—			—			4,923		—			—			—			4,923
Net common stock issued under equity-based compensation plans		30			—			284		(606	)		—			—			(322	)
Common stock repurchases		(581	)		(16	)		—		(50,460	)		—			—			(50,476	)
Distributions to non-controlling interest		—			—			—		—			—			(1,668	)		(1,668	)
Foreign currency translation adjustments		—			—			—		—			2,505			—			2,505
Balance at December 27, 2025		55,294		$	1,533		$	606,177	$	998,998		$	(14,482	)	$	—		$	1,592,226


	Nine months ended December 27, 2025
	Common Stock
	Shares			Amount			Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Non-Controlling Interest			Total
Balance at March 29, 2025		57,109		$	1,584		$	586,941	$	975,981		$	(20,068	)	$	—		$	1,544,438
Net income		—			-			-		177,222			-			4,869			182,091
Equity-based compensation		—			-			15,406		-			-			-			15,406
Net common stock issued under equity-based compensation plans		213			5			3,830		(2,950	)		-			-			885
Common stock repurchases		(2,028	)		(56	)		-		(151,255	)		-			-			(151,311	)
Distributions to non-controlling interest		—			-			-		-			-			(4,869	)		(4,869	)
Foreign currency translation adjustments		—			-			-		-			5,586			-			5,586
Balance at December 27, 2025		55,294		$	1,533		$	606,177	$	998,998		$	(14,482	)	$	—		$	1,592,226


	Three months ended December 28, 2024
	Common Stock
	Shares			Amount			Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Non-Controlling Interest			Total
Balance at September 28, 2024		57,384		$	1,592		$	579,685	$	924,408		$	(13,429	)	$	—		$	1,492,256
Net income		—			—			—		61,537			—			1,290			62,827
Equity-based compensation		—			—			2,971		—			—			—			2,971
Net common stock issued under equity-based compensation plans		19			1			17		(761	)		—			—			(743	)
Common stock repurchases		(205	)		(6	)		—		(20,176	)		—			—			(20,182	)
Distributions to non-controlling interest		—			—			—		—			—			(1,290	)		(1,290	)
Foreign currency translation adjustments		—			—			—		—			(7,540	)		—			(7,540	)
Balance at December 28, 2024		57,198		$	1,587		$	582,673	$	965,008		$	(20,969	)	$	—		$	1,528,299


	Nine months ended December 28, 2024
	Common Stock
	Shares			Amount			Additional Paid in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Non-Controlling Interest			Total
Balance at March 30, 2024		57,815		$	1,605		$	568,203	$	866,485		$	(13,923	)	$	—		$	1,422,370
Net income		—			—			—		162,065			—			1,874			163,939
Equity-based compensation		—			—			14,184		—			—			—			14,184
Net common stock issued under equity-based compensation plans		94			3			286		(3,031	)		—			—			(2,742	)
Common stock repurchases		(711	)		(21	)		—		(60,511	)		—			—			(60,532	)
Distributions to non-controlling interest		—			—			—		—			—			(1,874	)		(1,874	)
Foreign currency translation adjustments		—			—			—		—			(7,046	)		—			(7,046	)
Balance at December 28, 2024		57,198		$	1,587		$	582,673	$	965,008		$	(20,969	)	$	—		$	1,528,299

Components of accumulated other comprehensive loss consisted solely of foreign currency translation adjustments.

See accompanying Notes to Condensed Consolidated Financial Statements.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation and Business

Nature of Operations: The operations of Champion Homes, Inc., formerly known as Skyline Champion Corporation (the “Company”), consist of manufacturing, retail, construction services, and transportation activities. At December 27, 2025, the Company operated 42 manufacturing facilities throughout the United States (“U.S.”) and 4 manufacturing facilities in western Canada that primarily construct factory-built, timber-framed manufactured and modular houses that are sold primarily to independent retailers, builders/developers, and manufactured home community operators. The Company’s retail operations consist of 83 sales centers that sell manufactured houses to consumers across the U.S. The Company's construction services business provides installation and set-up services of factory-built homes. The Company’s transportation business engages independent owners/drivers to transport recreational vehicles throughout the U.S. and Canada and manufactured houses in certain regions of the U.S.

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Quarterly Reports on Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations.

The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries after elimination of intercompany balances and transactions. In the opinion of management, these statements include all normal recurring adjustments necessary to fairly state the Company’s consolidated results of operations, cash flows, and financial position. The Company has evaluated subsequent events after the balance sheet date through the date of the filing of this report with the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on May 27, 2025 (the “Fiscal 2025 Annual Report”).

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes thereto. Actual results could differ from those estimates. The condensed consolidated income statements, condensed consolidated statements of comprehensive income, and condensed consolidated statements of cash flows for the interim periods are not necessarily indicative of the results of operations or cash flows for the full year.

The Company’s fiscal year is a 52- or 53-week period that ends on the Saturday nearest to March 31. The Company’s current fiscal year, “fiscal 2026,” will end on March 28, 2026 and will include 52 weeks. References to “fiscal 2025” refer to the Company’s fiscal year ended March 29, 2025. The three and nine months ended December 27, 2025 and December 28, 2024 each included 13 weeks and 39 weeks, respectively.

During the first half of fiscal 2026, the Company idled production at the Bartow, Florida manufacturing facility and ceased production and exited the lease of the manufacturing facility in Kelowna, British Columbia. The Company incurred plant closure costs of $6.5 million related to these activities for the nine months ended December 27, 2025.

The Company’s allowance for credit losses on financial assets measured at amortized cost reflects management’s estimate of credit losses over the remaining expected life of such assets, measured primarily using historical experience, as well as current economic conditions and forecasts that affect the collectability of the reported amount. Expected credit losses for newly recognized financial assets, as well as changes to expected credit losses during the period, are recognized in earnings. Accounts receivable are reflected net of reserves of $2.3 million and $1.3 million at December 27, 2025 and March 29, 2025, respectively.

Floor plan receivables consist primarily of amounts loaned by the Company through Triad Financial Services, Inc. ("Triad"), a related party, to certain independent retailers for purchases of homes manufactured by the Company, of which $39.3 million and $38.1 million was outstanding at December 27, 2025 and March 29, 2025, respectively. Floor plan receivables are carried net of payments received and recorded at amortized cost. The Company intends to hold the floor plan receivables until maturity or payoff. These loans are serviced by Triad, to which we pay a servicing fee. Upon execution of the financing arrangement, the floor plan loans are generally payable at the earlier of the sale of the underlying home or two years from the origination date. Floor plan receivables are included in other current assets and other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

The floor plan receivables are collateralized by the related homes, mitigating loss exposure. The Company and Triad evaluate the credit worthiness of each independent retailer prior to credit approval, including reviewing the independent retailer’s payment history, financial condition, and the overall economic environment. The Company evaluates the risk of credit loss in aggregate on existing loans with similar terms, based on historic experience and current economic conditions, as well as individual retailers with past due balances or other indications of heightened credit risk. The allowance for credit losses related to floor plan receivables was not material as of December 27, 2025 or March 29, 2025. Loans are considered past due if any required interest or curtailment payment remains unpaid 30 days after the due date. Receivables are placed on non-performing status if any interest or installment payments are past due over 90 days. Loans are placed on nonaccrual status when interest payments are past due over 90 days. At December 27, 2025, there were no floor plan receivables on nonaccrual status and the weighted-average age of the floor plan receivables was seven months.

Interest income from floor plan receivables is recognized on an accrual basis and is included in interest income in the accompanying Condensed Consolidated Income Statements. Interest income from floor plan receivables for each of the three months ended December 27, 2025 and December 28, 2024 was $0.7 million. Interest income from floor plan receivables for the nine months ended December 27, 2025 and December 28, 2024 was $2.2 million and $1.7 million, respectively.

Recently issued accounting pronouncements: In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024 (fiscal 2026). We are assessing the effect of this update on our consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", which expands disclosures about a public entity's specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The update will be effective for annual periods beginning after December 15, 2026 (fiscal 2028). We are assessing the effect of this update on our consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, "Targeted Improvements to the Accounting for Internal-Use Software", which amends certain aspects of the accounting for the recognition and disclosure of capitalized software costs under ASC 350-40. The update will be effective for annual periods beginning after December 15, 2027 (fiscal 2029). We are assessing the effect of this update on our consolidated financial statements.

2. Business Combinations

Iseman Homes, Inc. Acquisition

On May 30, 2025, the Company acquired all of the outstanding equity interests in Iseman Homes, Inc. ("Iseman Homes") for total purchase consideration of $26.8 million, net of working capital adjustments. The purchase consideration consisted of net cash paid of $24.6 million, contingent consideration with an estimated fair value of $0.2 million, and remaining consideration payable of $2.0 million, payable twelve months after the closing date. The contingent consideration is related to an earnout provision in the event future performance metrics are achieved, with a maximum earnout amount of $1.5 million. The liabilities for the earnout and remaining consideration payable are recorded in other current liabilities in the accompanying Condensed Consolidated Balance Sheets. The Company accounted for the acquisition as a business combination under the acquisition method of accounting provided by FASB ASC 805, Business Combinations ("ASC 805"). As such, the purchase price was allocated to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The purchase price allocation is based upon preliminary valuation information available to determine the fair value of certain assets and liabilities, including goodwill, and is subject to change as additional information is obtained about the facts and circumstances that existed at the valuation date.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

The following table presents the consideration transferred and the preliminary purchase price allocation:


Description	Amount
Fair value of consideration transferred
Cash consideration, net of cash acquired	$	24,636
Consideration payable		2,000
Estimated earn out consideration		210
Total consideration	$	26,846
Preliminary purchase price allocations:
Trade accounts receivable	$	470
Inventories		16,926
Other current assets		315
Property, plant, and equipment, net		9,560
Amortizable intangible assets, net		2,900
Accounts payable		(622	)
Other current liabilities		(8,346	)
Identifiable net assets acquired		21,203
Goodwill		5,643
Total purchase price	$	26,846

Trade accounts receivable, other assets, accounts payable and other liabilities are generally stated at historical carrying values as they approximate fair value. Retail inventories are reflected at manufacturer wholesale prices. Intangible assets include $2.9 million for a trade name based on an independent appraisal. The fair value of the trade name was determined using the relief-from-royalty method and was estimated to have a weighted average useful life of ten years from the acquisition date. Fair value estimates of property, plant, and equipment were based on independent appraisals, giving consideration to the highest and best use of the assets. Key assumptions used in the appraisals were drawn from a combination of market, cost, and sales comparison approaches, as appropriate. Level 3 fair value estimates of $9.6 million related to property, plant, and equipment and $2.9 million related to intangible assets were recorded in the accompanying Condensed Consolidated Balance Sheet as of the acquisition date. The goodwill is not expected to be deductible for income tax purposes. For further information on acquired assets measured at fair value, see Note 5, Goodwill, Intangible Assets and Cloud Computing Arrangements.

Management has determined that the pro forma impact of the acquisition of Iseman Homes on revenue and net income is not material to the consolidated financial statements and, accordingly, such information is not presented.

3. Inventories, net

The components of inventory, net of reserves for obsolete inventory, were as follows:


(Dollars in thousands)	December 27, 2025		March 29, 2025
Raw materials	$	107,123	$	110,755
Work in process		40,481		31,079
Finished goods and other		193,704		218,795
Total inventories, net	$	341,308	$	360,629

At December 27, 2025 and March 29, 2025, reserves for obsolete inventory were $11.3 million and $11.1 million, respectively.

4. Property, Plant, and Equipment

Property, plant, and equipment are stated at cost. Depreciation is calculated primarily on a straight-line basis, generally over the following estimated useful lives: land improvements – 3 to 10 years; buildings and improvements – 8 to 25 years; and vehicles and machinery and equipment – 3 to 8 years. Depreciation expense for the three months ended December 27, 2025 and December 28, 2024 was $9.3 million and $7.8 million, respectively. Depreciation expense for the nine months ended December 27, 2025 and December 28, 2024 was $27.0 million and $22.0 million, respectively.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

The components of property, plant, and equipment were as follows:


(Dollars in thousands)	December 27, 2025			March 29, 2025
Land and improvements	$	86,605		$	78,936
Buildings and improvements		206,792			197,491
Machinery and equipment		178,273			172,208
Construction in progress		19,170			14,457
Property, plant, and equipment, at cost		490,840			463,092
Less: accumulated depreciation		(179,135	)		(155,952	)
Property, plant, and equipment, net	$	311,705		$	307,140

5. Goodwill, Intangible Assets, and Cloud Computing Arrangements

Goodwill

Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. At December 27, 2025 and March 29, 2025, the Company had goodwill of $363.6 million and $358.0 million, respectively. The change in goodwill balance is due to the acquisition of Iseman Homes. Goodwill is allocated to reporting units included in the U.S. Factory-built Housing segment, which include the Company’s U.S. manufacturing and retail operations. At December 27, 2025, there were no accumulated impairment losses related to goodwill.

Intangible Assets

The components of amortizable intangible assets were as follows:


(Dollars in thousands)	December 27, 2025									March 29, 2025
	Customer Relationships & Other			Trade Names			Total			Customer Relationships & Other			Trade Names			Total
Gross carrying amount	$	82,861		$	49,272		$	132,133		$	82,634		$	46,284		$	128,918
Accumulated amortization		(52,627	)		(20,744	)		(73,371	)		(46,913	)		(17,293	)		(64,206	)
Amortizable intangibles, net	$	30,234		$	28,528		$	58,762		$	35,721		$	28,991		$	64,712

During the three months ended December 27, 2025 and December 28, 2024, amortization of intangible assets was $3.0 million and $2.9 million, respectively. During the nine months ended December 27, 2025 and December 28, 2024, amortization of intangible assets was $8.9 million and $8.8. million, respectively.

Cloud Computing Arrangements

The Company capitalizes costs associated with the development of cloud computing arrangements in a manner consistent with internally developed software. At December 27, 2025 and March 29, 2025, the Company had capitalized cloud computing costs, net of amortization of $20.4 million and $23.0 million, respectively. Cloud computing costs are included in other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets. Amortization of capitalized cloud computing costs for each of the three months ended December 27, 2025 and December 28, 2024 was $1.0 million. Amortization of capitalized cloud computing costs for the nine months ended December 27, 2025 and December 28, 2024 was $3.0 million and $1.7 million, respectively.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

6. Investment in ECN Capital Corporation

In September 2023, the Company entered into a share subscription agreement with ECN Capital Corp. ("ECN") and made a $137.8 million equity investment in ECN on a private placement basis. The Company purchased 33.6 million common shares, representing approximately 12% of the total outstanding common shares of ECN, and 27.5 million mandatory convertible preferred shares (the “Preferred Shares”). The Preferred Shares receive cumulative cash dividends at an annual rate of 4.0%. Following the private placement, the Company owns approximately 19.9% of the voting shares of ECN. On November 13, 2025, ECN entered into a definitive arrangement to be acquired by a private investor group for CAD $3.10 per share, plus all accrued but unpaid dividends. The agreement, which was approved by ECN shareholders in January 2026, is subject to court approval and other customary closing conditions and is expected to close in the first half of fiscal 2027.

In connection with the share subscription agreement, the Company and Triad, a subsidiary of ECN, formed Champion Financing LLC ("Champion Financing"), a captive finance company that is 51% owned by the Company and 49% owned by Triad. The results of Champion Financing are included in the consolidated results of the Company on a three-month lag. Triad's 49% ownership interest is reflected as non-controlling interest in the Condensed Consolidated Income Statements.

The Company's interest in the common stock investment in ECN is accounted for under the equity method and the Company’s share of the income or losses of ECN are recorded on a three-month lag. For the three months ended December 27, 2025 and December 28, 2024, the Company's share of ECN's net income was $1.2 million and $0.7 million, respectively. For the nine months ended December 27, 2025 and December 28, 2024, the Company's share of ECN's net income was $0.7 million and $0.1 million, respectively. Dividends received on the investment in common stock of ECN are reflected as a reduction to the investment balance and are presented on the Condensed Consolidated Statements of Cash Flows using the nature of the distribution approach. At December 27, 2025 and March 29, 2025, the investment in the common stock of ECN totaled $70.2 million and is included in other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets. The aggregate value of the Company’s investment in the common stock of ECN based on the quoted market price of ECN’s common stock at December 27, 2025 was approximately $74.9 million. We assess our investment in ECN common stock for other than temporary impairment on a quarterly basis or when events or circumstances suggest that the carrying amount of the investment may be impaired.

The Company's investment in the Preferred Shares is included in other noncurrent assets in the accompanying Condensed Consolidated Balance Sheets. The investment is measured using the measurement alternative for equity investments without a readily determinable fair value. At December 27, 2025 and March 29, 2025, the investment in the Preferred Shares was $64.5 million. There have been no adjustments to the carrying amount or impairment of the investment. For each of the three and nine months ended December 27, 2025 and December 28, 2024, the Company reflected dividend income from the investment in the Preferred Shares of $1.2 million and $2.4 million, respectively, in other income on the accompanying Condensed Consolidated Income Statements.

Triad, a related party through its parent ECN, provides loan servicing for the Company's floor plan receivables. The Company pays Triad a fee for servicing loans which was not material for either of the three and nine months ended December 27, 2025 or December 28, 2024. Triad also provides floor plan financing of the Company's products to Company-owned and independent retailers. At December 27, 2025 and March 29, 2025, the Company had floor plan payables due to Triad of $15.2 million and $35.0 million, respectively. See Note 9, Debt and Floor Plan Payable for further detail regarding the Company's floor plan financing. At December 27, 2025, the Company had repurchase commitments of $102.0 million on independent retailer floor plan loans outstanding with Triad. See Note 14, Commitments, Contingencies, and Concentrations, for further detail regarding the Company's contingent repurchase obligations.

7. Other Current Liabilities

The components of other current liabilities were as follows:


(Dollars in thousands)	December 27, 2025		March 29, 2025
Customer deposits	$	73,784	$	82,886
Accrued volume rebates		30,987		26,227
Accrued warranty obligations		38,419		40,523
Accrued compensation and payroll taxes		48,405		52,644
Accrued insurance		16,997		15,825
Accrued product liability - water intrusion		29,812		34,094
Other		30,343		27,882
Total other current liabilities	$	268,747	$	280,081

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

8. Accrued Warranty Obligations

Changes in the accrued warranty obligations were as follows:


	Three months ended						Nine months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			December 27, 2025			December 28, 2024
Balance at beginning of period	$	51,748		$	55,688		$	53,155		$	50,869
Warranty expense		15,794			16,762			52,234			53,581
Cash warranty payments		(16,491	)		(16,311	)		(54,338	)		(48,311	)
Balance at end of period		51,051			56,139			51,051			56,139
Less: noncurrent portion in other long-term liabilities		(12,632	)		(11,693	)		(12,632	)		(11,693	)
Total current portion	$	38,419		$	44,446		$	38,419		$	44,446

9. Debt and Floor Plan Payable

Long-term debt consisted of the following:


(Dollars in thousands)	December 27, 2025		March 29, 2025
Obligations under industrial revenue bonds due 2029	$	12,430	$	12,430
Notes payable to Romeo Juliet, LLC, due 2026		5,314		5,314
Notes payable to Romeo Juliet, LLC, due 2039		2,036		2,036
Note payable to United Bank, due 2026		4,036		4,993
Total long-term debt	$	23,816	$	24,773

On July 28, 2025, the Company entered into a Second Amended and Restated Credit Agreement with a syndicate of banks that provides for a revolving credit facility of up to $200.0 million, including a $45.0 million letter of credit sub-facility ("Second Amended Credit Agreement"). The Second Amended Credit Agreement replaced the Company's previously existing Amended and Restated Credit Agreement dated July 7, 2021 (as amended by Amendment No.1 to Amended and Restated Credit Agreement, dated as of May 18, 2023). The Second Amended Credit Agreement allows the Company to draw down, repay and re-draw loans on the available funds during the term, subject to certain terms and conditions, matures in July 2030, and has no scheduled amortization.

The interest rate on borrowings under the Amended Credit Agreement is based on the Secured Overnight Financing Rate ("SOFR") or an Alternative Base Rate ("ABR") plus an interest rate spread. The interest rate spread adjusts based on the consolidated total net leverage of the Company. The interest rate ranges from a high of SOFR plus 1.875% or the ABR plus 0.875% (when the consolidated total net leverage ratio is equal to or greater than 2.25 to 1.00), to a low of SOFR plus 1.125% or the ABR plus 0.125% (when the consolidated total net leverage ratio is less than 0.50 to 1.00). At December 27, 2025, the interest rate under the Second Amended Credit Agreement was 4.85% and letters of credit issued under the Amended Credit Agreement totaled $27.5 million. Available borrowing capacity under the Second Amended Credit Agreement as of December 27, 2025 was $172.5 million.

The Second Amended Credit Agreement contains covenants that restrict the amount of additional debt, liens and certain payments, including equity buy-backs, investments, dispositions, mergers and consolidations, among other restrictions as defined. The Company was in compliance with all covenants of the Amended Credit Agreement as of December 27, 2025.

Obligations under industrial revenue bonds are supported by letters of credit and bear interest based on a municipal bond index rate. The weighted-average interest rate at December 27, 2025, including related costs and fees, was 4.48%. The industrial revenue bonds require lump-sum payments of principal upon maturity in 2029 and are secured by the assets of certain manufacturing facilities.

The Company has notes payable to Romeo Juliet, LLC, a subsidiary of Wells Fargo Community Investment Holdings, Inc. ("WFC"). The weighted-average interest rate on those notes at December 27, 2025 was 5.42%. The notes are secured by certain assets of the Company. In addition, the Company has a note payable to United Bank with an interest rate of 3.85% that is secured by a note receivable from HHB Investment Fund, LLC, a subsidiary of WFC.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

Floor Plan Payables

The Company’s retail operations utilize floor plan financing to fund the purchase of manufactured homes for display or resale. At December 27, 2025 and March 29, 2025, the Company had outstanding borrowings on floor plan financing agreements of $95.3 million and $106.1 million, respectively. Total credit line capacity provided under the agreements was $308.0 million as of December 27, 2025. The weighted average interest rate on floor plan payables was 6.50% at December 27, 2025. Borrowings are secured by the homes and are required to be repaid when the Company sells the related home to a customer.

10. Revenue Recognition

The following tables disaggregate the Company’s revenue by sales category:


	Three months ended December 27, 2025
(Dollars in thousands)	U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total
Manufacturing	$	369,686	$	25,790	$	—	$	395,476
Retail		252,678		—		—		252,678
Transportation/Other		—		—		8,460		8,460
Total	$	622,364	$	25,790	$	8,460	$	656,614

	Nine months ended December 27, 2025
(Dollars in thousands)	U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total
Manufacturing	$	1,188,174	$	82,028	$	—	$	1,270,202
Retail		745,177		—		—		745,177
Transportation/Other		—		—		26,982		26,982
Total	$	1,933,351	$	82,028	$	26,982	$	2,042,361

	Three months ended December 28, 2024
(Dollars in thousands)	U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total
Manufacturing	$	386,398	$	25,692	$	—	$	412,090
Retail		224,359		—		—		224,359
Transportation		—		—		8,476		8,476
Total	$	610,757	$	25,692	$	8,476	$	644,925

	Nine months ended December 28, 2024
(Dollars in thousands)	U.S. Factory-Built Housing		Canadian Factory-Built Housing		Corporate/ Other		Total

Manufacturing	$	1,145,198	$	68,725	$	—	$	1,213,923
Retail		652,219		—		—		652,219
Transportation		—		—		23,439		23,439
Total	$	1,797,417	$	68,725	$	23,439	$	1,889,581

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

11. Income Taxes

For the three months ended December 27, 2025 and December 28, 2024, the Company recorded $12.4 million and $16.7 million of income tax expense and had an effective tax rate of 18.3% and 21.1%, respectively. For the nine months ended December 27, 2025 and December 28, 2024, the Company recorded $48.6 million and $45.8 million of income tax expense and had an effective tax rate of 21.1% and 21.7% respectively.

The Company’s effective tax rate for the three and nine months ended December 27, 2025 and December 28, 2024, differs from the federal statutory income tax rate of 21.0% due primarily to the effect of state and local income taxes, non-deductible expenses, tax credits, and results in foreign jurisdictions.

The One Big Beautiful Bill Act ("OBBBA") was signed into law on July 4, 2025, which is considered the enactment date under U.S. GAAP. OBBBA changed many aspects of U.S. corporate income taxation including accelerated bonus depreciation, research and experimentation expense deduction, and terminating the energy efficient home tax credit. OBBBA contains multiple effective dates and only certain aspects will have a financial reporting implication for the fiscal year ending March 28, 2026. The Company has reflected the current fiscal year to date effects of OBBBA as a change to income taxes payable with an offset to deferred tax assets in the accompanying Condensed Consolidated Balance Sheet.

At December 27, 2025, the Company had no unrecognized tax benefits.

12. Earnings Per Share

Basic net income per share attributable to the Company was computed by dividing net income attributable to the Company by the average number of common shares outstanding during the period. Diluted earnings per share is calculated using our weighted-average outstanding common shares, including the dilutive effect of stock awards as determined under the treasury stock method.

The following table sets forth the computation of basic and diluted earnings per common share:


	Three months ended				Nine months ended
(Dollars and shares in thousands, except per share data)	December 27, 2025		December 28, 2024			December 27, 2025		December 28, 2024
Numerator:
Net income attributable to Champion Homes, Inc.	$	54,336	$	61,537		$	177,222	$	162,065
Denominator:
Basic weighted-average shares outstanding		55,920		57,407			56,459		57,640
Dilutive securities		357		614			339		537
Diluted weighted-average shares outstanding		56,277		58,021			56,798		58,177

Basic net income per share	$	0.97	$	1.07		$	3.14	$	2.81
Diluted net income per share	$	0.97	$	1.06		$	3.12	$	2.79

13. Segment Information

Financial results for the Company's reportable segments have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company's chief operating decision maker in allocating resources and in assessing performance. The Company’s chief operating decision maker, the Chief Executive Officer, evaluates the performance of the Company’s segments primarily based on net sales, before elimination of inter-company shipments, earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and operating assets.

The Company operates in two reportable segments: (i) U.S. Factory-built Housing, which includes manufacturing and retail housing operations and (ii) Canadian Factory-built Housing. Corporate/Other includes the Company’s transportation operations, the Company's financing activities, corporate costs directly incurred for all segments and intersegment eliminations. Segments are generally determined by geography. Segment data includes intersegment revenues and corporate office costs that are directly and exclusively incurred for each segment. Total assets for Corporate/Other primarily include cash and certain U.S. deferred tax items not specifically allocated to another segment.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

Beginning in fiscal 2025, the Company adopted ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". Selected financial information by reportable segment was as follows:


	Three months ended December 27, 2025
(Dollars in thousands)	U.S. Factory-built Housing			Canadian Factory-built Housing			Corporate/Other			Consolidated
Net sales	$	622,364		$	25,790		$	8,460		$	656,614
Cost of sales(1)		(457,549	)		(18,213	)		(1,259	)
Selling, general, and administrative expenses(2)		(78,084	)		(2,726	)		(24,052	)
Other items(3)		—			—			466
Segment EBITDA	$	86,731		$	4,851		$	(16,385	)

U.S. Factory-built Housing EBITDA										$	86,731
Canadian Factory-built Housing EBITDA											4,851
Corporate/Other EBITDA											(16,385	)
Depreciation and amortization											(12,265	)
Interest income, net											3,779
Equity in net loss of affiliate											(913	)
Net income attributable to non-controlling interest											1,668
Income before income taxes										$	67,466
Depreciation	$	8,407		$	749		$	156		$	9,312
Amortization	$	2,953		$	—		$	—		$	2,953
Expenditure for segment assets	$	6,706		$	346		$	45		$	7,097
Segment assets(4)	$	1,252,251		$	152,424		$	709,640		$	2,114,315

(1)

Cost of sales is presented net of depreciation expense.

(2)

Selling, general, and administrative expenses are presented net of depreciation and amortization expense.

(3)

Other items for Corporate/Other include dividend income, equity in net loss of affiliates and non-controlling interest.

(4)

Deferred tax assets for the Canadian operations are reflected in the Canadian Factory-built Housing segment. U.S. deferred tax assets are presented in Corporate/Other because an allocation between segments is not practicable.


	Nine months ended December 27, 2025
(Dollars in thousands)	U.S. Factory-built Housing			Canadian Factory-built Housing			Corporate/Other			Consolidated
Net sales	$	1,933,351		$	82,028		$	26,982		$	2,042,361
Cost of sales(1)		(1,407,646	)		(57,882	)		(4,909	)
Selling, general, and administrative expenses(2)		(239,956	)		(13,547	)		(66,794	)
Other items(3)		—			—			(2,304	)
Segment EBITDA	$	285,749		$	10,599		$	(47,025	)

U.S. Factory-built Housing EBITDA										$	285,749
Canadian Factory-built Housing EBITDA											10,599
Corporate/Other EBITDA											(47,025	)
Depreciation and amortization											(35,825	)
Interest income, net											12,349
Equity in net loss of affiliate											(203	)
Net income attributable to non-controlling interest											4,869
Income before income taxes										$	230,513
Depreciation	$	24,819		$	1,678		$	478		$	26,975
Amortization	$	8,850		$	—		$	—		$	8,850
Expenditure for segment assets	$	23,141		$	839		$	934		$	24,914
Segment assets(4)	$	1,252,251		$	152,424		$	709,640		$	2,114,315

(1)

Cost of sales is presented net of depreciation expense.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

(2)

Selling, general, and administrative expenses are presented net of depreciation and amortization expense.

(3)

Other items for Corporate/Other include dividend income, equity in net loss of affiliates, and non-controlling interest.

(4)


	Three months ended December 28, 2024
(Dollars in thousands)	U.S. Factory-built Housing			Canadian Factory-built Housing			Corporate/Other			Consolidated
Net sales	$	610,757		$	25,692		$	8,476		$	644,925
Cost of sales(1)		(437,039	)		(18,482	)		(1,742	)
Selling, general, and administrative expenses(2)		(76,269	)		(2,637	)		(25,275	)
Other items(3)		—			—			1,436
Segment EBITDA	$	97,449		$	4,573		$	(17,105	)

U.S. Factory-built Housing EBITDA										$	97,449
Canadian Factory-built Housing EBITDA											4,573
Corporate/Other EBITDA											(17,105	)
Depreciation and amortization											(10,673	)
Interest income, net											3,991
Equity in net loss of affiliate											(568	)
Net income attributable to non-controlling interest											1,290
Income before income taxes										$	78,957
Depreciation	$	7,172		$	462		$	150		$	7,784
Amortization	$	2,889		$	—		$	—		$	2,889
Expenditure for segment assets	$	12,124		$	213		$	1,344		$	13,681
Segment assets(4)	$	1,235,694		$	131,779		$	669,996		$	2,037,469

(1)

Cost of sales is presented net of depreciation expense.

(2)

Selling, general, and administrative expenses are presented net of depreciation and amortization expense.

(3)

Other items for Corporate/Other include dividend income, equity in net loss of affiliate and non-controlling interest.

(4)

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued


	Nine months ended December 28, 2024
(Dollars in thousands)	U.S. Factory-built Housing			Canadian Factory-built Housing			Corporate/Other			Consolidated
Net sales	$	1,797,417		$	68,725		$	23,439		$	1,889,581
Cost of sales(1)		(1,301,549	)		(50,501	)		(7,006	)
Selling, general, and administrative expenses(2)		(230,950	)		(7,793	)		(69,044	)
Other items(3)		—			—			2,955
Segment EBITDA	$	264,918		$	10,431		$	(49,656	)

U.S. Factory-built Housing EBITDA										$	264,918
Canadian Factory-built Housing EBITDA											10,431
Corporate/Other EBITDA											(49,656	)
Depreciation and amortization											(30,796	)
Interest income, net											12,977
Equity in net income of affiliate											1,466
Net income attributable to non-controlling interest											1,874
Income before income taxes										$	211,214
Depreciation	$	20,220		$	1,347		$	462		$	22,029
Amortization	$	8,767		$	—		$	—		$	8,767
Expenditure for segment assets	$	34,116		$	1,087		$	2,768		$	37,971
Segment assets(4)	$	1,235,694		$	131,779		$	669,996		$	2,037,469

(1)

Cost of sales is presented net of depreciation expense.

(2)

Selling, general, and administrative expenses are presented net of depreciation and amortization expense.

(3)

Other items for Corporate/Other include dividend income, equity in net loss of affiliates, and non-controlling interest.

(4)

14. Commitments, Contingencies, and Legal Proceedings

Repurchase Contingencies and Guarantees

The Company is contingently liable under terms of repurchase agreements with lending institutions that provide wholesale floor plan financing to retailers. These arrangements, which are customary in the manufactured housing industry, provide for the repurchase of products sold to retailers in the event of default by the retailer on its agreement to pay the financial institution. The risk of loss from these agreements is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous retailers. The repurchase price is generally determined by the original sales price of the product less contractually defined curtailment payments. Based on these repurchase agreements and our historical loss experience, we established an associated loss reserve which was $1.7 million at December 27, 2025 and $1.6 million at March 29, 2025, respectively. Excluding the resale value of the homes, the contingent repurchase obligation as of December 27, 2025 was estimated to be $229.3 million. Losses incurred on homes repurchased were immaterial during the three and nine months ended December 27, 2025 and December 28, 2024.

At December 27, 2025, the Company was contingently obligated for $27.5 million under letters of credit, consisting of $12.7 million to support long-term debt, $14.5 million to support the casualty insurance program, and $0.3 million to support bonding agreements. The letters of credit are issued from a sub-facility of the Amended Credit Agreement. The Company was also contingently obligated for $18.6 million under surety bonds, generally to support performance on long-term construction contracts and license and service bonding requirements.

In the normal course of business, the Company’s former subsidiaries that operated in the United Kingdom historically provided certain guarantees to two customers. Those guarantees provide contractual liability for proven construction defects up to 12 years from the date of delivery of certain products. The guarantees remain a contingent liability of the Company which declines over time through October 2027. As of the date of this report, the Company expects few, if any, claims to be reported under the terms of the guarantees.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

Product Liability - Water Intrusion

The Company has received consumer complaints for damages related to water intrusion in homes built in one of its manufacturing facilities prior to fiscal 2022. The Company has investigated, and believes, the cause of the damage is the result of materials that did not perform in accordance with the manufacturer's contractual obligations. The Company has identified that certain homes constructed over that period may be affected. Based on the results of ongoing investigation and repair efforts, the Company has developed and HUD has approved a remediation plan under Subpart I of the HUD code. The plan calls for inspection and repair of affected homes if there is evidence of damage, or procedures to mitigate the opportunity for future damage. The Company recorded charges to execute the remediation plan of $34.5 million during the fourth quarter of fiscal 2024. The Company estimated the charges by establishing a range of total expected costs determined by an actuary using a Monte Carlo simulation. The analysis, which was completed at the end of the fourth quarter of fiscal 2024, resulted in a range of losses between $34.5 million and $85.0 million. The Company was not able to determine a value in the range that was more likely than any other value, and as prescribed by U.S. GAAP, recorded the charge for remediation based on the low end of the range of potential losses. The Company reassessed the total expected costs in the fourth quarter of fiscal 2025 which resulted in no change to the low end of the range of potential losses and reduction in the high end of the range of potential losses to $77.5 million. The Company is monitoring the results of the inspection and repair activities, and may revise the amount of the estimated liability, which could result in an increase or decrease in the estimated liability in future periods. At December 27, 2025 and March 29, 2025, the liability, net of remediation costs incurred to date, was $29.8 million and $34.1 million, respectively, and is included in other current liabilities in the accompanying Condensed Consolidated Balance Sheets.

In January 2026, the Company entered into an agreement with the distributor of the roofing material to share certain costs of the remediation. As a result, the Company will receive $3.5 million in the fourth quarter of fiscal 2026 and $2.5 million of future purchase credits to be recognized over the subsequent two year period, which will be reflected as a reduction to cost of goods sold as purchase credits are applied. Additionally, the distributor will reimburse the Company for a portion of future remediation costs which will be both in the form of cash and purchase credits which will be reflected as a reduction to cost of goods sold when those purchase credits are applied.

Legal Proceedings

The Company has agreed to indemnify counterparties in the ordinary course of its business in agreements to acquire and sell business assets and in financing arrangements. The Company is subject to various legal proceedings and claims that arise in the ordinary course of its business. As of the date of this filing, the Company believes the ultimate liability with respect to these contingent obligations will not have, either individually or in the aggregate, a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

Item 2. MANAGEMENT’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with Champion Homes, Inc.’s condensed consolidated financial statements and the related notes that appear in Item 1 of this Report.

Overview

Champion Homes, Inc., formerly known as Skyline Champion Corporation (the “Company”), is a leading producer of factory-built housing in the U.S. and Canada. The Company serves as a complete solutions provider across complementary and vertically integrated businesses including factory-built home manufacturing, company-owned retail locations, construction services, and transportation logistics services. The Company markets its homes under several nationally recognized brand names including Champion Homes, Genesis Homes, Skyline Homes, Regional Homes, Athens Park Models, Dutch Housing, Atlantic Homes, Excel Homes, Homes of Merit, New Era, J. Redman Homes, ScotBilt Homes, Shore Park, Silvercrest, and Titan Homes in the U.S., and Moduline and SRI Homes in western Canada. The Company operates 42 manufacturing facilities throughout the U.S. and four manufacturing facilities in western Canada that primarily construct factory-built, timber-framed, manufactured and modular houses that are sold primarily to independent retailers, builders/developers, and manufactured home community operators. The Company’s retail operations consist of 83 sales centers that sell manufactured homes to consumers across the U.S. The Company’s transportation business engages independent owners/drivers to transport manufactured homes, recreational vehicles, and other products throughout the U.S. and Canada.

Acquisitions, Expansions and Consolidations

The Company is focused on operational improvements to increase capacity utilization and profitability at its existing manufacturing facilities as well as measured expansion of its manufacturing and retail footprint through facility and equipment investments and acquisitions. Those investments will help improve the Company's ability to satisfy demand for affordable housing. During fiscal 2023, robust demand for housing began to slow as inflation and higher interest rates made housing less affordable. That economic environment drove an even greater need for attainable housing solutions. As a result, the Company continues to focus on growing in strong housing markets across the U.S. and Canada, as well as expanding products and services to provide more holistic and affordable solutions to homebuyers.

In May 2025, the Company acquired Iseman Homes which operated 10 retail sales centers across the North Central U.S. This acquisition enhances the Company's ability to strengthen distribution from its nearby manufacturing facilities, furthering the Company’s commitment to integrated growth. In October 2023, the Company acquired Regional Homes, which operated three manufacturing facilities in Alabama and 44 retail sales centers across the Southeast U.S. Regional Homes' strong presence in large HUD markets expanded our captive retail and manufacturing distribution in that region.

In addition to those acquisitions, the Company is also focused on enhancing its U.S. manufacturing production capacity, as well as redeployment of capital and resources through strategic actions at specific plants. During the first half of fiscal 2026, the Company idled production at the Bartow, Florida manufacturing plant and ceased operations at the Kelowna, British Columbia manufacturing plant. The Company believes those actions will ultimately lead to greater operating efficiency and profitability. In addition, the Company sold a previously idled manufacturing facility during the second quarter of fiscal 2026. The Company continues to own six idle manufacturing facilities that could be used for further manufacturing capacity expansion in future periods.

During fiscal 2024, the Company made an equity investment in ECN. The investment, in part, facilitated the creation of a captive finance company in partnership with Triad, a subsidiary of ECN. The captive finance company, Champion Financing, through Triad, provides factory-built home floor plan and consumer loans to manufactured home retailers and homebuyers. The Company believes this offering will provide customers needed financing solutions and improve the Company's market share. On November 13, 2025, ECN entered into a definitive arrangement to be acquired by a private investor group for CAD $3.10 per share, plus any accrued but unpaid dividends. The agreement, which was approved by ECN shareholders in January 2026, is subject to court approval and other customary closing conditions and is expected to close in the first half of fiscal 2027, which will result in the liquidation of the Company's investment in ECN common and preferred shares.

The Company's acquisitions, investments and plant consolidation are part of a strategy to grow and diversify revenue with a focus on increasing the Company’s homebuilding presence in the U.S. as well as improving the results of operations through streamlining production of similar product categories. These acquisitions and investments are included in the Company's consolidated results for periods subsequent to their respective acquisition dates.

Industry and Company Outlook

The need for newly built affordable, single-family housing has continued to drive demand for new homes in the U.S. and Canadian markets. In recent years, manufactured home construction experienced revenue growth due to a number of favorable demographic trends and demand drivers in the United States, including underlying growth trends in key homebuyer groups, such as the population over 55 years of age, the population of first-time home buyers, and the population of households earning less than $60,000 per year.

The Company's manufacturing backlog decreased to $266.0 million as of December 27, 2025 compared to $312.6 million as of December 28, 2024. The decrease in backlog is a function of production rates exceeding order rates during the three months ended December 27, 2025, compared to the same period in the prior last year.

For the nine months ended December 27, 2025, approximately 86.7% of the Company’s U.S. manufacturing sales were generated from the manufacture of homes that comply with the U.S. Department of Housing and Urban Development ("HUD") code construction standard in the U.S. Industry shipments of HUD-code homes are reported on a one-month lag. According to data reported by the Manufactured Housing Institute, HUD-code industry home shipments were 69,757 and 71,968 units during the eight months ended November 30, 2025 and 2024, respectively. Based on industry data, the Company’s U.S. wholesale market share of HUD code homes sold was 22.5% and 22.2%, for the eight months ended November 30, 2025 and 2024, respectively. Annual HUD-code industry shipments have generally increased since calendar year 2009 when only 50,000 HUD-coded manufactured homes were shipped, the lowest level since the industry began recording statistics in 1959. While shipments of HUD-coded manufactured homes have improved modestly in recent years, current manufactured housing shipments are still at lower levels than the long-term historical average of over 200,000 units per year. Manufactured home sales represent approximately 9% of all U.S. single family home starts. Our estimated market share in the U.S. total housing market, based on data through October 2025, was approximately 2.8% and 2.5% for the nine months ended December 27, 2025 and December 28, 2024, respectively.

UNAUD

ITED RESULTS OF OPERATIONS FOR THE THIRD QUARTER OF FISCAL 2026 VS. 2025


	Three months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024
Income Statements Data:
Net sales	$	656,614		$	644,925
Cost of sales		484,421			463,903
Gross profit		172,193			181,022
Selling, general, and administrative expenses		109,727			108,214
Operating income		62,466			72,808
Interest (income), net		(3,779	)		(3,991	)
Other (income)		(1,221	)		(2,158	)
Income before income taxes		67,466			78,957
Income tax expense		12,375			16,698
Net income before equity in net (income) of affiliates		55,091			62,259
Equity in net (income) of affiliates		(913	)		(568	)
Net income	$	56,004		$	62,827
Net income attributable to non-controlling interest		1,668			1,290
Net income attributable to Champion Homes, Inc.	$	54,336		$	61,537

Reconciliation of Adjusted EBITDA:
Net income attributable to Champion Homes, Inc.	$	54,336		$	61,537
Income tax expense		12,375			16,698
Interest (income), net		(3,779	)		(3,991	)
Depreciation and amortization		12,265			10,673
Equity in net (income) of ECN		(1,176	)		(656	)
Transaction costs		438			—
Other		319			(1,000	)
Adjusted EBITDA	$	74,778		$	83,261
As a percent of net sales:
Gross profit		26.2	%		28.1	%
Selling, general, and administrative expenses		16.7	%		16.8	%
Operating income		9.5	%		11.3	%
Net income attributable to Champion Homes, Inc.		8.3	%		9.5	%
Adjusted EBITDA		11.4	%		12.9	%

NET SALES

The following table summarizes net sales for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025		December 28, 2024		$ Change			% Change
Net sales	$	656,614	$	644,925	$	11,689			1.8	%
U.S. manufacturing and retail net sales	$	622,364	$	610,757	$	11,607			1.9	%
U.S. homes sold		6,270		6,437		(167	)		(2.6	%)
U.S. manufacturing and retail average home selling price	$	99.3	$	94.9	$	4.4			4.6	%
Canadian manufacturing net sales	$	25,790	$	25,692	$	98			0.4	%
Canadian homes sold		215		209		6			2.9	%
Canadian manufacturing average home selling price	$	120.0	$	122.9	$	(2.9	)		(2.4	%)
Corporate/Other net sales	$	8,460	$	8,476	$	(16	)		(0.2	%)
U.S. manufacturing facilities in operation at end of period		42		43
U.S. retail sales centers in operation at end of period		83		72
Canadian manufacturing facilities in operation at end of period		4		5

Net sales for the three months ended December 27, 2025 were $656.6 million, an increase of $11.7 million, or 1.8%, compared to the three months ended December 28, 2024. The following is a summary of the change by operating segment.

U.S. Factory-built Housing:

Net sales for the Company’s U.S. manufacturing and retail operations increased by $11.6 million, or 1.9%, for the three months ended December 27, 2025 compared to the three months ended December 28, 2024. The increase was due to a 4.6% increase in the average selling price per new home partially offset by a 2.6% decrease in new homes sold. The increase in average selling price was due primarily to a shift in mix to more multi-wide units and increased pricing at our company-owned retail sales centers. The decrease in new homes sold was due to lower production.

Canadian Factory-built Housing:

The Canadian Factory-built Housing segment net sales increased by $0.1 million, or 0.4% for the three months ended December 27, 2025 compared to the same period in the prior fiscal year, primarily due to a 2.9% increase in homes sold offset by a 2.4% decrease in average home selling price. The increase in homes sold was due to higher demand in certain markets. The decrease in average selling price was due to product mix. On a constant currency basis, net sales for the Canadian segment were unfavorably impacted by approximately $0.4 million due to fluctuations in the translation of the Canadian dollar to the U.S. dollar during the three months ended December 27, 2025 as compared to the same period of the prior fiscal year.

Corporate/Other:

Net sales for Corporate/Other includes the Company’s transportation business, financing activities, and the elimination of intersegment sales. Net sales were consistent for the three months ended December 27, 2025 and December 28, 2024.

GROSS PROFIT

The following table summarizes gross profit for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change			% Change
Gross profit:
U.S. Factory-built Housing	$	158,111		$	167,507		$	(9,396	)		(5.6	%)
Canadian Factory-built Housing		6,881			6,781			100			1.5	%
Corporate/Other		7,201			6,734			467			6.9	%
Total gross profit	$	172,193		$	181,022		$	(8,829	)		(4.9	%)
Gross profit as a percent of net sales		26.2	%		28.1	%

Gross profit as a percent of sales during the three months ended December 27, 2025 was 26.2% compared to 28.1% during the three months ended December 28, 2024. The following is a summary of the change by operating segment.

U.S. Factory-built Housing:

Gross profit for the U.S. Factory-built Housing segment decreased by $9.4 million, or 5.6%, during the three months ended December 27, 2025 compared to the same period in the prior fiscal year. Gross profit was 25.4% as a percent of segment net sales for the three months ended December 27, 2025, compared to 27.4% for the three months ended December 28, 2024. The decrease in gross profit as a percent of segment net sales is being driven by higher manufacturing material costs and less absorption of fixed costs due to lower sales volumes, partially offset by higher average selling prices on new homes sold through our Company-owned retail locations.

Canadian Factory-built Housing:

Gross profit for the Canadian Factory-built Housing segment increased by $0.1 million, or 1.5%, during the three months ended December 27, 2025 compared to the same period in the prior fiscal year. Gross profit as a percent of net sales was 26.7% for the three months ended December 27, 2025, compared to 26.4% in the same period of the prior year.

Corporate/Other:

Gross profit for the Corporate/Other segment increased $0.5 million, or 6.9%, during the three months ended December 27, 2025 compared to the same period of the prior fiscal year due primarily to increased operating activity at Champion Financing.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative expenses include in part costs that are not directly attributable to the manufacture or resale of our products, including foreign currency transaction gains and losses, equity compensation, and intangible amortization expense. The following table summarizes selling, general, and administrative expenses for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change			% Change
Selling, general, and administrative expenses:
U.S. Factory-built Housing	$	82,739		$	80,121		$	2,618			3.3	%
Canadian Factory-built Housing		2,779			2,670			109			4.1	%
Corporate/Other		24,209			25,423			(1,214	)		(4.8	%)
Total selling, general, and administrative expenses	$	109,727		$	108,214		$	1,513			1.4	%
Selling, general, and administrative expense as a percent of net sales		16.7	%		16.8	%

Selling, general, and administrative expenses were $109.7 million for the three months ended December 27, 2025, an increase of $1.5 million, or 1.4%, compared to the same period in the prior fiscal year. The following is a summary of the change by operating segment.

U.S. Factory-built Housing:

Selling, general, and administrative expenses for the U.S. Factory-built Housing segment increased $2.6 million, or 3.3%, during the three months ended December 27, 2025 as compared to the same period in the prior fiscal year. SG&A as a percent of segment net sales increased to 13.3% for the three months ended December 27, 2025 compared to 13.1% during the comparable period of the prior fiscal year. The increase in SG&A was due to the inclusion of Iseman Homes for the period subsequent to the acquisition.

Canadian Factory-built Housing:

Selling, general, and administrative expenses for the Canadian Factory-built Housing segment increased $0.1 million, or 4.1%, for the three months ended December 27, 2025 when compared to the same period of the prior fiscal year. Selling, general, and administrative expenses as a percent of segment net sales increased to 10.8% for the three months ended December 27, 2025 compared to 10.4% during the comparable period of the prior fiscal year.

Corporate/Other:

Selling, general, and administrative expenses for Corporate/Other includes the Company’s transportation operations, corporate costs incurred for all segments, and intersegment eliminations. Selling, general, and administrative expenses for Corporate/Other decreased $1.2 million, or 4.8%, during the three months ended December 27, 2025 as compared to the same period of the prior fiscal year. The decrease was primarily due to lower IT costs, partially offset by higher professional fees.

INTEREST INCOME, NET

The following table summarizes the components of interest income, net for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change			% Change
Interest income	$	6,166		$	6,090		$	76			1.2	%
Less: interest expense		(2,387	)		(2,099	)		(288	)		13.7	%
Interest income, net	$	3,779		$	3,991		$	(212	)		(5.3	%)
Average outstanding floor plan payable	$	97,113		$	87,088
Average outstanding long-term debt	$	23,931		$	24,693
Average cash balance	$	639,249		$	575,992

Interest income, net was $3.8 million for the three months ended December 27, 2025, compared to $4.0 million in the same period of the prior fiscal year. The change was primarily due to higher outstanding floor plan payables, partially offset by higher invested cash balances at lower interest rates.

OTHER INCOME

The following table summarizes other income for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025		December 28, 2024		$ Change			% Change
Other income	$	1,221	$	2,158	$	(937	)		(43.4	%)

Other income for the three months ended December 27, 2025 represents dividend income of $1.2 million from the investment in ECN Preferred Shares. Other income for the three months ended December 28, 2024 represents dividend income of $1.2 million from the investment in ECN Preferred Shares and $1.0 million of insurance proceeds for the partial settlement of certain of the predecessor Company's pre-2010 workers compensation claims.

INCOME TAX EXPENSE

The following table summarizes income tax expense for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change			% Change
Income tax expense	$	12,375		$	16,698		$	(4,323	)		(25.9	%)
Effective tax rate		18.3	%		21.1	%

Income tax expense for the three months ended December 27, 2025 was $12.4 million, representing an effective tax rate of 18.3%, compared to income tax expense of $16.7 million, representing an effective tax rate of 21.1% for the three months ended December 28, 2024. The effective tax rate for the three months ended December 27, 2025 was positively impacted by an increase in recognition of tax credits related to the sale of energy efficient homes.

The Company’s effective tax rate for each of the three months ended December 27, 2025 and December 28, 2024, differs from the federal statutory income tax rate of 21.0% due primarily to the effect of state and local income taxes, non-deductible expenses, tax credits, and results in foreign jurisdictions.

EQUITY IN NET INCOME OF AFFILIATES

The following table summarizes equity in net income of affiliates for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025		December 28, 2024		$ Change		% Change
Equity in net income of affiliates	$	913	$	568	$	345		60.7	%

The Company's investment in ECN is accounted for under the equity method and the Company’s share of the earnings or losses of ECN are recorded on a three-month lag. Equity in net income of affiliates of $0.9 million for the three months ended December 27, 2025 represents a gain on the equity method investment in ECN of $1.2 million and net losses from other unconsolidated equity method investments of $0.3 million. Equity in net income of affiliates of $0.6 million for the three months ended December 28, 2024 represents a gain on the equity method investment in ECN of $0.7 million and net losses from other equity method investments of $0.1 million.

NON-CONTROLLING INTEREST

The following table summarizes net income attributable to non-controlling interest for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025		December 28, 2024		$ Change		% Change
Net income attributable to non-controlling interest	$	1,668	$	1,290	$	378		29.3	%

Net income attributable to non-controlling interest represents the minority partner's 49% share of the results of operations of Champion Financing.

ADJUSTED EBITDA

The following table reconciles net income attributable to Champion Homes, Inc., the most directly comparable U.S. GAAP measure, to Adjusted EBITDA, a non-GAAP financial measure, for the three months ended December 27, 2025 and December 28, 2024:


	Three months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change			% Change
Net income attributable to Champion Homes, Inc.	$	54,336		$	61,537		$	(7,201	)		-11.7	%
Income tax expense		12,375			16,698			(4,323	)		-25.9	%
Interest (income), net		(3,779	)		(3,991	)		212			(5.3	%)
Depreciation and amortization		12,265			10,673			1,592			14.9	%
Equity in net (income) of ECN		(1,176	)		(656	)		(520	)		79.3	%
Transaction costs		438			—			438		*
Other		319			(1,000	)		1,319		*
Adjusted EBITDA	$	74,778		$	83,261		$	(8,483	)		-10.2	%

* indicates that the calculated percentage is not meaningful

Adjusted EBITDA for the three months ended December 27, 2025 was $74.8 million, a decrease of $8.5 million from the same period of the prior fiscal year. The decrease is primarily a result of lower operating income as a result of lower gross margins.

UNAUDITED RESULTS OF OPERATIONS FOR THE FIRST NINE MONTHS OF FISCAL 2026 VS. 2025


	Nine months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024
Income Statements Data:
Net sales	$	2,042,361		$	1,889,581
Cost of sales		1,492,406			1,378,011
Gross profit		549,955			511,570
Selling, general, and administrative expenses		334,153			316,696
Operating income		215,802			194,874
Interest (income), net		(12,349	)		(12,977	)
Other (income)		(2,362	)		(3,363	)
Income before income taxes		230,513			211,214
Income tax expense		48,625			45,809
Net income before equity in net (income) loss of affiliates		181,888			165,405
Equity in net (income) loss of affiliates		(203	)		1,466
Net income	$	182,091		$	163,939
Net income attributable to non-controlling interest		4,869			1,874
Net income attributable to Champion Homes, Inc.	$	177,222		$	162,065

Reconciliation of Adjusted EBITDA:
Net income attributable to Champion Homes, Inc.	$	177,222		$	162,065
Income tax expense		48,625			45,809
Interest (income), net		(12,349	)		(12,977	)
Depreciation and amortization		35,825			30,796
Equity in net (income) of ECN		(669	)		(135	)
Change in fair value of contingent consideration		—			7,912
Plant closure costs		5,832			—
Gain on sale of idle facility		(3,650	)		—
Transaction costs		1,152			—
Other		319			(1,000	)
Adjusted EBITDA	$	252,307		$	232,470
As a percent of net sales:
Gross profit		26.9	%		27.1	%
Selling, general, and administrative expenses		16.4	%		16.8	%
Operating income		10.6	%		10.3	%
Net income attributable to Champion Homes, Inc.		8.7	%		8.6	%
Adjusted EBITDA		12.4	%		12.3	%

NET SALES

The following table summarizes net sales for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025		December 28, 2024		$ Change		% Change
Net sales	$	2,042,361	$	1,889,581	$	152,780		8.1	%
U.S. manufacturing and retail net sales	$	1,933,351	$	1,797,417	$	135,934		7.6	%
U.S. homes sold		19,810		19,332		478		2.5	%
U.S. manufacturing and retail average home selling price	$	97.6	$	93.0	$	4.6		5.0	%
Canadian manufacturing net sales	$	82,028	$	68,725	$	13,303		19.4	%
Canadian homes sold		661		555		106		19.1	%
Canadian manufacturing average home selling price	$	124.1	$	123.8	$	0.3		0.2	%
Corporate/Other net sales	$	26,982	$	23,439	$	3,543		15.1	%
U.S. manufacturing facilities in operation at end of period		42		43
U.S. retail sales centers in operation at end of period		83		72
Canadian manufacturing facilities in operation at end of period		4		5

Net sales for the nine months ended December 27, 2025 were $2.0 billion, an increase of $152.8 million, or 8.1%, compared to the nine months ended December 28, 2024. The following is a summary of the change by operating segment.

U.S. Factory-built Housing:

Net sales for the Company’s U.S. manufacturing and retail operations increased by $135.9 million, or 7.6%, for the nine months ended December 27, 2025 compared to the nine months ended December 28, 2024. The increase was due to a 2.5% increase in the number of new homes sold and a 5.0% increase in the average selling price per new home. The increase in the number of homes sold was due to the inclusion of Iseman Homes since May 30, 2025 and a shift in mix of wholesale unit sales sold to independent channels versus homes sold through our company-owned retail sales centers. The increase in average selling price was due primarily to a shift in mix to more multi-wide units and increased pricing at our company-owned retail sales centers.

Canadian Factory-built Housing:

The Canadian Factory-built Housing segment net sales increased by $13.3 million, or 19.4% for the nine months ended December 27, 2025 compared to the same period in the prior fiscal year, primarily due to a 19.1% increase in homes sold. The increase in homes sold is due to higher demand in certain markets. On a constant currency basis, net sales for the Canadian segment were unfavorably impacted by approximately $1.2 million due to fluctuations in the translation of the Canadian dollar to the U.S. dollar during the nine months ended December 27, 2025 as compared to the same period of the prior fiscal year.

Corporate/Other:

Net sales for Corporate/Other includes the Company’s transportation business, financing activities and the elimination of intersegment sales. For the nine months ended December 27, 2025, net sales increased $3.5 million, or 15.1%, primarily attributable to increased operating activities in Champion Financing, partially offset by a decrease in recreational vehicle shipments.

GROSS PROFIT

The following table summarizes gross profit for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change		% Change
Gross profit:
U.S. Factory-built Housing	$	505,268		$	478,167		$	27,101		5.7	%
Canadian Factory-built Housing		22,616			16,970			5,646		33.3	%
Corporate/Other		22,071			16,433			5,638		34.3	%
Total gross profit	$	549,955		$	511,570		$	38,385		7.5	%
Gross profit as a percent of net sales		26.9	%		27.1	%

Gross profit as a percent of sales during the nine months ended December 27, 2025 was 26.9% compared to 27.1% during the nine months ended December 28, 2024. The following is a summary of the change by operating segment.

U.S. Factory-built Housing:

Gross profit for the U.S. Factory-built Housing segment increased by $27.1 million or 5.7%, during the nine months ended December 27, 2025 compared to the same period in the prior fiscal year. The increase in gross profit was primarily driven by higher revenue as discussed above. Gross profit was 26.1% as a percent of segment net sales for the nine months ended December 27, 2025 compared to 26.6% in the same period of the prior fiscal year. The decrease in gross profit as a percent of segment net sales is driven primarily by higher manufacturing material costs.

Canadian Factory-built Housing:

Gross profit for the Canadian Factory-built Housing segment increased by $5.6 million, or 33.3% during the nine months ended December 27, 2025 compared to the same period in the prior fiscal year. The increase in gross profit is primarily due to higher sales volumes. Gross profit as a percent of net sales was 27.6% for the nine months ended December 27, 2025, compared to 24.7% in the same period of the prior year, primarily the result of increased leverage of fixed manufacturing costs.

Corporate/Other:

Gross profit for the Corporate/Other segment increased $5.6 million, or 34.3%, during the nine months ended December 27, 2025 compared to the same period of the prior fiscal year. Gross profit increased as a result of increased operating activity at Champion Financing.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling, general, and administrative expenses include in part costs that are not directly attributable to the manufacture or resale of our products, including foreign currency transaction gains and losses, equity compensation, and intangible amortization expense. The following table summarizes selling, general, and administrative expenses for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change		% Change
Selling, general, and administrative expenses:
U.S. Factory-built Housing	$	253,187		$	242,236		$	10,951		4.5	%
Canadian Factory-built Housing		13,694			7,886			5,808		73.6	%
Corporate/Other		67,272			66,574			698		1.0	%
Total selling, general, and administrative expenses	$	334,153		$	316,696		$	17,457		5.5	%
Selling, general, and administrative expense as a percent of net sales		16.4	%		16.8	%

Selling, general, and administrative expenses were $334.2 million for the nine months ended December 27, 2025, an increase of $17.5 million, or 5.5%, compared to the same period in the prior fiscal year. The following is a summary of the change by operating segment.

U.S. Factory-built Housing:

Selling, general, and administrative expenses for the U.S. Factory-built Housing segment increased $11.0 million, or 4.5%, during the nine months ended December 27, 2025, as compared to the same period in the prior fiscal year. Selling, general, and administrative expenses, as a percent of segment net sales decreased to 13.1% for the nine months ended December 27, 2025 compared to 13.5% during the comparable period of the prior fiscal year. The increase in selling, general, and administrative expenses was primarily due to higher incentive compensation costs, which are generally based on sales volume or measures of profitability, the inclusion of Iseman Homes, and $1.0 million of costs associated with the idling of the Bartow, Florida plant, partially offset by a $3.7 million gain on the sale of an idle facility in the second quarter of fiscal 2026 and a charge of $7.9 million in the first quarter of fiscal 2025 related to the change in fair value of the contingent consideration included in the acquisition of Regional Homes which did not recur in the current year.

Canadian Factory-built Housing:

Selling, general, and administrative expenses for the Canadian Factory-built Housing segment increased by $5.8 million compared to the same period of the prior fiscal year. Selling, general, and administrative expenses as a percent of segment net sales increased to 16.7% for the nine months ended December 27, 2025 compared to 11.5% during the comparable period of the prior fiscal year. The increases were due to $5.2 million of costs associated with the Kelowna, BC plant closure and higher incentive compensation costs, which are generally based on sales volume or measures of profitability.

Corporate/Other:

Selling, general, and administrative expenses for Corporate/Other includes the Company’s transportation operations, corporate costs incurred for all segments, and intersegment eliminations. Selling, general, and administrative expenses for Corporate/Other were consistent year-over-year, increasing $0.7 million, or 1.0%, during the nine months ended December 27, 2025 as compared to the same period of the prior fiscal year.

INTEREST INCOME, NET

The following table summarizes the components of interest income, net for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change			% Change
Interest income	$	18,173		$	19,386		$	(1,213	)		(6.3	%)
Less: interest expense		(5,824	)		(6,409	)		585			(9.1	%)
Interest income, net	$	12,349		$	12,977		$	(628	)		(4.8	%)
Average outstanding floor plan payable	$	100,695		$	89,742
Average outstanding long-term debt	$	24,295		$	24,683
Average cash balance	$	635,048		$	538,408

Interest income, net was $12.3 million for the nine months ended December 27, 2025, compared to $13.0 million in the same period of the prior fiscal year. The change was primarily due to lower interest rates on invested cash balances and average floor plan payables.

OTHER INCOME

The following table summarizes other income for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025		December 28, 2024		$ Change			% Change
Other income	$	2,362	$	3,363	$	(1,001	)		(29.8	%)

Other income of $2.4 million for the nine months ended December 27, 2025, represents dividend income from the investment in ECN Preferred Shares. Other income of $3.4 million for the nine months ended December 28, 2024 represents $2.4 million of dividend income from the investment in ECN Preferred Shares and $1.0 million insurance proceeds for the partial settlement of certain of the predecessor Company's pre-2010 workers compensation claims.

INCOME TAX EXPENSE

The following table summarizes income tax expense for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change		% Change
Income tax expense	$	48,625		$	45,809		$	2,816		6.1	%
Effective tax rate		21.1	%		21.7	%

Income tax expense for the nine months ended December 27, 2025 was $48.6 million, representing an effective tax rate of 21.1%, compared to income tax expense of $45.8 million, representing an effective tax rate of 21.7% for the nine months ended December 28, 2024.

The Company’s effective tax rates for the nine months ended December 27, 2025 and December 28, 2024 differ from the federal statutory income tax rate of 21.0% due primarily to the effect of state and local income taxes, non-deductible expenses, tax credits, and results in foreign jurisdictions.

EQUITY IN NET INCOME (LOSS) OF AFFILIATES

The following table summarizes equity in net income (loss) of affiliates for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025		December 28, 2024			$ Change		% Change
Equity in net income (loss) of affiliates	$	203	$	(1,466	)	$	1,669		(113.8	%)

The Company's investment in ECN is accounted for under the equity method and the Company’s share of the earnings or losses of ECN are recorded on a three-month lag. Equity in net income of affiliates of $0.2 million for the nine months ended December 27, 2025 represents a gain on the equity method investment in ECN of $0.7 million and net losses from other unconsolidated affiliates of $0.5 million. Equity in net loss of affiliates of $1.5 million for the nine months ended December 28, 2024 represents a gain on the equity method investment in ECN of $0.1 million and net losses from other unconsolidated affiliates of $1.6 million.

NON-CONTROLLING INTEREST

The following table summarizes non-controlling interest for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025		December 28, 2024		$ Change		% Change
Net income attributable to non-controlling interest	$	4,869	$	1,874	$	2,995		159.8	%

Net income attributable to non-controlling interest represents the minority partner's 49% share of the results of operations of Champion Financing.

ADJUSTED EBITDA

The following table reconciles net income attributable to Champion Homes, Inc., the most directly comparable U.S. GAAP measure, to Adjusted EBITDA, a non-GAAP financial measure, for the nine months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024			$ Change			% Change
Net income attributable to Champion Homes, Inc.	$	177,222		$	162,065		$	15,157			9.4	%
Income tax expense		48,625			45,809			2,816			6.1	%
Interest (income), net		(12,349	)		(12,977	)		628			(4.8	%)
Depreciation and amortization		35,825			30,796			5,029			16.3	%
Equity in net (income) of ECN		(669	)		(135	)		(534	)	*
Change in fair value of contingent consideration		—			7,912			(7,912	)	*
Plant closure costs		5,832			—			5,832		*
Gain on sale of idle facility		(3,650	)		—			(3,650	)	*
Transaction costs		1,152			—			1,152		*
Other		319			(1,000	)		1,319		*
Adjusted EBITDA	$	252,307		$	232,470		$	19,837			8.5	%

* indicates that the calculated percentage is not meaningful

Adjusted EBITDA for the nine months ended December 27, 2025 was $252.3 million, an increase of $19.8 million from the same period of the prior fiscal year. The increase is primarily a result of higher sales volumes and gross profit, partially offset by higher SG&A expenses.

The Company defines Adjusted EBITDA as net income or loss attributable to Champion Homes, Inc. plus expense or minus income: (a) the provision for income taxes; (b) interest, net; (c) depreciation and amortization; (d) gain or loss from discontinued operations; (e) non-cash restructuring charges and impairment of assets; (f) equity in net earnings or losses of ECN; (g) charges related to the remediation of the water intrusion product liability claims; and (h) other non-operating income and costs, including but not limited to those costs for the acquisition and integration or disposition of businesses, including the change in fair value of contingent consideration, and idle facilities. Adjusted EBITDA is not a measure of earnings calculated in accordance with U.S. GAAP, and should not be considered an alternative to, or more meaningful than, net income or loss, net sales, operating income or earnings per share prepared on a U.S. GAAP basis. Adjusted EBITDA does not purport to represent cash flow provided by, or used in, operating activities as defined by U.S. GAAP, which is presented in the Statement of Cash Flows. In addition, Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by other companies.

Adjusted EBITDA is presented as a supplemental measure of the Company’s financial performance that management believes is useful to investors, because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Company’s operating activities across reporting periods. Management believes Adjusted EBITDA is useful to an investor in evaluating operating performance for the following reasons: (i) Adjusted EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest income and expense, taxes, depreciation and amortization and other non-operating income or loss, which can vary substantially from company to company depending upon accounting methods and the book value of assets, capital structure and the method by which assets were acquired; and (ii) analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate the overall operating performance of companies in the industry.

Management uses Adjusted EBITDA for planning purposes, including the preparation of the internal annual operating budget and periodic forecasts: (i) in communications with the Board of Directors and investors concerning financial performance; (ii) as a factor in determining bonuses under certain incentive compensation programs; and (iii) as a measure of operating performance used to determine the ability to provide cash flows to support investments in capital assets, acquisitions and working capital requirements for operating expansion.

BACKLOG

Although orders from customers can be canceled at any time without penalty, and unfilled orders are not necessarily an indication of future business, the Company’s unfilled U.S. and Canadian manufacturing orders at December 27, 2025 totaled $266.0 million compared to $312.6 million at December 28, 2024. The decrease in backlog is a function of production rates exceeding order rates during the three months ended December 27, 2025, compared to the same period in the prior year.

Liquidity and Capital Resources

Sources and Uses of Cash

The following table presents summary cash flow information for the three months ended December 27, 2025 and December 28, 2024:


	Nine months ended
(Dollars in thousands)	December 27, 2025			December 28, 2024
Net cash provided by (used in):
Operating activities	$	251,165		$	194,852
Investing activities		(45,319	)		(35,012	)
Financing activities		(162,079	)		(65,854	)
Effect of exchange rate changes on cash, cash equivalents		5,653			(7,296	)
Net increase in cash and cash equivalents		49,420			86,690
Cash and cash equivalents at beginning of period		610,338			495,063
Cash and cash equivalents at end of period	$	659,758		$	581,753

The Company’s primary sources of liquidity are cash flows from operations and existing cash balances. Cash balances and cash flows from operations for the next year are expected to be adequate to cover working capital requirements, capital expenditures, and strategic initiatives and investments. The Company's Second Amended Credit Agreement provides for a $200.0 million revolving credit facility, including a $45.0 million letter of credit sub-facility. At December 27, 2025, $172.5 million was available for borrowing under the Second Amended Credit Agreement. The Company’s revolving credit facility includes (i) a maximum consolidated total net leverage ratio of 3.25 to 1.00, subject to an upward adjustment upon the consummation of a material acquisition, and (ii) a minimum interest coverage ratio of 3.00 to 1.00. The Company anticipates compliance with its debt covenants and projects its level of cash availability to be in excess of cash needed to operate the business for the next year and beyond. In the event operating cash flow and existing cash balances were deemed inadequate to

support the Company’s liquidity needs, and one or more capital resources were to become unavailable, the Company would revise its operating strategies.

Cash provided by operating activities was $251.2 million for the nine months ended December 27, 2025 compared to $194.9 million for the nine months ended December 28, 2024. The increase is primarily driven by higher operating income before non-cash charges and a reduction in inventory at Company-owned retail sales centers during the first nine months of fiscal 2026 as compared to the same period of the prior year.

Cash used in investing activities was $45.3 million for the nine months ended December 27, 2025 compared to $35.0 million for the nine months ended December 28, 2024. The increase in cash used in investing activities was related to the acquisition of Iseman Homes in the first quarter of fiscal 2026, offset in part by a reduction in expenditures for property, plant and equipment.

Cash used in financing activities was $162.1 million for the nine months ended December 27, 2025 compared to $65.9 million for the nine months ended December 28, 2024. The change between periods was primarily a result of an increase in repurchases of the Company's common stock in fiscal 2026. Repurchases totaled $150.0 million in first nine months of fiscal 2026 compared to $60.0 million in the first nine months of fiscal 2025.

Critical Accounting Policies

For a discussion of our critical accounting policies that management believes affect its more significant judgments and estimates used in the preparation of our Consolidated Financial Statements, see Part II, Item 7 of the Fiscal 2025 Annual Report, under the heading “Critical Accounting Policies.” There have been no significant changes in our significant accounting policies or critical accounting estimates discussed in the Fiscal 2025 Annual Report, other than those included in Note 1, "Basis of Presentation".

Recently Issued Accounting Pronouncements

For information on the impact of recently issued accounting pronouncements, see Note 1, “Basis of Presentation – Recently Issued Accounting Pronouncements,” to the condensed consolidated financial statements included in this Report.

Forward-Looking Statements

Some of the statements in this Report are not historical in nature and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about our expectations regarding our future liquidity, earnings, expenditures, and financial condition. These statements are often identified by the words “will,” “could”, “should,” “anticipate,” “believe,” “expect,” “intend,” “estimate,” “hope,” or similar expressions. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties. There are risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in our forward-looking statements, including regional, national and international economic, financial, public health and labor conditions, and the following:

•

supply-related issues, including prices and availability of materials;

•

changes in U.S trade policies, including tariffs or other trade protection measures;

•

labor-related issues;

•

inflationary pressures in the North American economy;

•

the cyclicality and seasonality of the housing industry and its sensitivity to changes in general economic or other business conditions;

•

demand fluctuations in the housing industry, including as a result of actual or anticipated increases in homeowner borrowing rates;

•

the possible unavailability of additional capital when needed;

•

competition and competitive pressures;

•

changes in consumer preferences for our products or our failure to gauge those preferences;

•

quality problems, including the quality of parts sourced from suppliers and related liability and reputational issues, including those related to the remediation of the water intrusion claims;

•

data security breaches, cybersecurity attacks, and other information technology disruptions;

•

the potential disruption of operations caused by the conversion to new information systems;

•

the extensive regulation affecting the production and sale of factory-built housing and the effects of possible changes in laws with which we must comply;

•

the potential impact of natural disasters on our supply chain, sales and raw material costs;

•

the risks associated with mergers and acquisitions, including integration of operations and information systems;

•

periodic inventory adjustments by, and changes to relationships with, independent retailers;

•

changes in interest and foreign exchange rates;

•

insurance coverage and cost issues;

•

the possibility that all or part of our intangible assets, including goodwill, might become impaired;

•

the possibility that all or part of our investment in ECN Capital Corp. ("ECN") might become impaired;

•

the risks relating to the material weakness, including remediation actions, we previously identified in our internal control over financial reporting;

•

the possibility that our risk management practices may leave us exposed to unidentified or unanticipated risks;

•

the potential disruption to our business caused by public health issues, such as an epidemic or pandemic, and resulting government actions; and

•

other risks described in Part I — Item 1A, "Risk Factors," included in the Fiscal 2025 Annual Report, as well as the risks and information provided from time to time in our other periodic reports filed with the Securities and Exchange Commission (the “SEC”).

If any of the risks or uncertainties referred to above materializes or if any of the assumptions underlying our forward-looking statements proves to be incorrect, then differences may arise between our forward-looking statements and our actual results, and such differences may be material. Investors should not place undue reliance on our forward-looking statements, which speak only as of the date of this report. We assume no obligation to update, amend or clarify them to reflect events, new information or circumstances occurring after the date hereof, except as required by law.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company’s interest rate and foreign exchange risks, see Part II, Item 7A of the Fiscal 2025 Annual Report, under the heading "Quantitative and Qualitative Disclosures about Market Risk." There have been no significant changes in such risks since March 29, 2025.

Item 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the specified time periods and accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Exchange Act at December 27, 2025. Based upon this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of December 27, 2025, due to a material weakness in internal control over financial reporting described below.

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. As described in Part II, Item 9A "Controls and Procedures" of our fiscal 2025 Annual Report, management identified a material weakness in internal controls related to ineffective operation of controls in the retail operations of Regional Homes, which the Company acquired in October 2023. This material weakness resulted from insufficiently documented manual controls over the recording of transactions, and the lack of analysis and review related to financial statement accounts. As a result of the material weakness there was a reasonable possibility that the ineffective operating controls could have resulted in a material misstatement in the Company’s consolidated financial statements that would not be detected.

Remediation of Material Weakness

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated such that those controls are designed, implemented, and operating effectively. The remediation actions include (i) improving the retail accounting and information systems to support automated controls, (ii) developing and implementing additional training for control owners concerning the principles and requirements of each control, (iii) hiring and training additional accounting and operating personnel at all levels of the retail operations of Regional Homes; and (iv) increasing corporate oversight and review of controls and processes.

We believe that these actions, when fully implemented, will remediate the material weakness. While many of these actions have been implemented as of December 27, 2025, the material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate additional implementation and evaluation time. We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weakness expeditiously.

Changes in internal control over financial reporting

Except for the material weakness and remediation efforts described above, there have been no changes in our internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. In the first quarter of fiscal 2026, we completed the acquisition of Iseman Homes and are currently integrating Iseman Homes into our operations, compliance programs and internal control processes. United States Securities and Exchange Commission guidance allows companies to exclude acquisitions from their assessment of the internal control over financial reporting during the first year following an acquisition while integrating the acquired company. We have excluded the acquired operations of Iseman Homes from our assessment of the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are involved from time to time in various legal proceedings and claims, including, without limitation, commercial or contractual disputes, product liability claims and other matters. For additional information on legal proceedings, see Note 14 “Commitments, Contingencies and Legal Proceedings – Legal Proceedings,” to the condensed consolidated financial statements included in this Report.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

In May 2024, Champion Homes, Inc.’s Board of Directors initiated a share repurchase program. The Company has been repurchasing shares since initiation and the Board of Directors has continued to refresh the amount of authorized share repurchases. At December 27, 2025, there was $100.0 million remaining under the current share repurchase authorization. In addition, on January 29, 2026, the Board of Directors approved an increase to the share repurchase program of $50.0 million to refresh the available amount to $150.0 million. Under this program, the number of shares ultimately purchased, and the timing of purchases are at the discretion of management and subject to compliance with applicable laws and regulations. The share repurchase program does not expire. The Company intends to fund the program from existing cash. Share repurchases are made in the open market or in privately negotiated transactions in compliance with applicable state and federal securities laws and other legal requirements. The level of repurchase activity is subject to market conditions and other investment opportunities. The repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time. Share repurchase activity during the three months ended December 27, 2025 was as follows:


Fiscal Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of the Publicly Announced Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs (in thousands)
11/30/25 - 12/27/25		582,127	$	85.87		582,127
		582,127				582,127	$	100,000

Item 5. OTHER INFORMATION

During the nine months ended December 27, 2025, none of the Company’s directors or Section 16 officers adopted or terminated a Rule 10b5-1 Trading Plan or “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

Item 6. EXHIBITS


Exhibit Number		Description


10.1		Executive Employment Agreement, dated as of January 12, 2026, between David McKinstray and Champion Home Builders, Inc.†

10.2		Transition Agreement, dated as of December 1, 2025, between Laurie Hough and Champion Home Builders, Inc.†

31.1		Certification of Chief Executive Officer pursuant to Exchange Act rules 13a-4 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †

31.2		Certification of Chief Financial Officer pursuant to Exchange Act rules 13a-4 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †

101 (INS)		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101(SCH)		Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† Filed herewith.

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 thereunto duly authorized.

Champion Homes, Inc.

Registrant


Signature	Title	Date

/s/ Tim Larson	President and Chief Executive Officer	February 4, 2026
Tim Larson	(Principal Executive Officer)

/s/ David McKinstray	Executive Vice President, Chief Financial Officer and Treasurer	February 4, 2026
David McKinstray	(Principal Financial Officer)

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into effective as of January 12, 2026 (the “Effective Date”) by and between Champion Homes, Inc. (the “Company”) and David McKinstray (the “Executive”).

WHEREAS, the Executive is possessed of certain experience and expertise that qualify him to provide the direction and leadership required by the Company and its Affiliates;

WHEREAS, the Company desires to continue to employ the Executive as the Executive Vice President, Chief Financial Officer & Treasurer, and the Executive desires to continue to be so employed, on the terms set forth herein; and

WHEREAS, subject to the terms and conditions hereinafter set forth, the Company therefore wishes to employ the Executive as its Executive Vice President, Chief Financial Officer & Treasurer as of January 12, 2026, and the Executive wishes to accept such employment;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree:

Employment. Subject to the terms and conditions set forth in this Agreement, the Company hereby offers, and the Executive hereby accepts, employment.

Term. The Executive’s employment hereunder shall continue from the Effective Date until terminated in accordance with Section 5 hereof. Such period is hereafter referred to as the “Term.”

Capacity and Performance.

(a)

During the Term, the Executive shall serve the Company as its Executive Vice President, Chief Financial Officer & Treasurer.

(b)

During the Term, the Executive shall be employed by the Company on a full-time basis and shall perform the duties and responsibilities of his position, and such other duties and responsibilities on behalf of the Company and its Affiliates as reasonably may be designated from time to time by the Board of Directors of the Company (the “Board”).

(c)

During the Term, the Executive shall devote his business time and his best efforts, business judgment, skill and knowledge exclusively to the advancement of the business and interests of the Company and its Affiliates. The Executive should not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement that would restrict his ability to advance the business.

Compensation and Benefits. As compensation for all services performed by the Executive during the Term and subject to the Executive’s performance of his duties and obligations to the Company and its Affiliates, pursuant to this Agreement or otherwise, the Company shall provide the Executive with the following compensation and benefits:

(a)

Base Salary. During the Term, the Company shall pay the Executive a base salary at the rate of Six Hundred Thousand Dollars ($600,000) per annum, payable in accordance with the payroll practices of the Company and subject to increases from time to time by the Board in the Board’s sole discretion (such base salary, as from time to time increased, the “Base Salary”). Each fiscal year, the Board shall conduct a review of the Executive’s compensation to determine appropriate increases as the Board determines to be reasonable. The review shall include consideration of the Executive’s individual performance and the level of compensation paid to the chief financial officers of peer companies. Each fiscal year the Board shall retain a compensation consultant to deliver a report to the Board for the Board to use in its review of the Executive; and acted upon no later than the twelve-month anniversary of the Effective Date each fiscal year. The report will provide an analysis of how the Executive’s current Base Salary, Target Bonus (as defined below) and Equity Incentives (as described in Section 4(c) below) compare to similarly situated executives at peer companies, as determined by the consultant when taking into consideration factors such as financial performance, profitability, market capitalization and other customary factors.

(b)

Annual Bonus. For each fiscal year completed during the Term, the Executive shall be eligible to participate in an annual bonus plan. The Executive’s annual target bonus shall be one hundred and twenty percent (125%) of the Base Salary (the “Target Bonus”), with maximum annual bonus of two hundred and fifty percent (250%) of the Base Salary, with the actual amount of his bonus, if any, to be determined by the Board, in accordance with the Executive’s performance against performance objectives for Executive and for the Company set by the Board (the “Annual Bonus”). Other than provided for in Sections 5(a), 5(b), 5(d) and 5(e), the Executive, in order to be eligible to earn an Annual Bonus for any fiscal year occurring during the Term hereof, must be employed on the date payment of Annual Bonuses for that fiscal year is made to Company executives generally. Executive’s Annual Bonus shall be prorated for Fiscal 2026 based on the Effective Date if this Agreement using the number of days the Executive was employed during the applicable fiscal year.

(c)

Equity Incentive.

(i)

LTIP Eligibility. During the Term, the Executive shall be eligible to participate in the Company’s long-term incentive plan (“LTIP”) as defined and determined by the Board or similar such plans as designed by Board. Beginning at the start of the Company’s 2027 fiscal year, the Executive’s annual target LTIP award shall be two hundred twenty five percent (225%) of Executive’s Base Salary (the “Target LTIP”). The Target LTIP may be adjusted from time to time in the Board’s sole discretion. Other than as provided for in specific LTIP award agreements for each individual LTIP award, the Executive, in order to be eligible to earn an annual award for any fiscal year occurring during the Term hereof, must be employed on the date payment of such award is made to Company executives generally.

(ii)

Sign-On RSU Award. As soon as practicable following the Effective Date, subject to the terms of the LTIP and the applicable grant agreement thereunder and approval of the Board, the Executive will be granted a one-time equity grant of shares of restricted stock units with an aggregate value on the Effective Date of

$650,000 that vest pro-ratably on each of the first three anniversaries of the Effective Date.

(d)

Vacations. During the Term, the Executive shall be entitled to earn vacation at the rate of five (5) weeks per year, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company.

(e)

Other Benefits. During the term hereof, the Executive shall be entitled to participate in any and all employee benefit plans, including life insurance plans, from time to time in effect for employees of the Company generally, except to the extent otherwise agreed herein. Such participation shall be subject to the terms of the applicable plan documents and generally applicable Company policies. Except as otherwise provided in any plan or agreement or as prohibited by law, the Company may alter, modify, add to or terminate its employee benefit plans at any time as it, in its sole judgment, determines to be appropriate, without recourse by the Executive.

(f)

Business and Travel Expenses and In-Kind Benefits. The Company shall pay or reimburse the Executive for all reasonable business expenses, including, for the avoidance of doubt, first-class seating on all business-related travel, incurred or paid by the Executive in the performance of his duties and responsibilities hereunder, subject to any maximum annual limit and other restrictions on such expenses set by the Board and to such reasonable substantiation and documentation as may be specified by the Company from time to time. Any reimbursement of expenses or the provision of any in-kind benefits that would constitute nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (along with the rules and regulations thereunder, “Section 409A”), shall be subject to the following additional rules: (A) no reimbursement of any such expense or provision of any in-kind benefit, shall affect the Executive’s right to reimbursement of any other such expense, or the provision of any other in-kind benefit, in any other taxable year; (B) reimbursement of the expense shall be made, if at all, not later than seventy-five (75) days following the end of the fiscal year in which the expense was incurred; and (C) the right to receive reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit.

Termination of Employment and Severance Benefits. The Executive’s employment hereunder shall terminate under the circumstances specified in this Section 5. The effective date of any such termination of employment is hereinafter referred to as the “Termination Date”.

(a)

Death. In the event of the Executive’s death during the Term, the Executive’s employment hereunder shall immediately and automatically terminate. In such event, the Executive’s estate shall be entitled to receive: (i) (A) any Base Salary and any Annual Bonus compensation awarded for the fiscal year immediately preceding the year in which termination of employment occurs, but unpaid on the Termination Date, payable at the same time as bonuses are paid to Company executives generally, including pay for any vacation time earned but not used through the date of termination, payable in accordance with the Company’s regular payroll practices on the Company’s next regular pay date following the Termination Date (or earlier, if so required by applicable law) and (B) any business expenses incurred by the Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within sixty (60) days of termination, that such expenses are

reimbursable under Company policy, and that any such expenses subject to the last sentence of Section 4(f) shall be paid not later than the deadline specified therein (all of the foregoing, subject to the timing of payment rules therein, “Final Compensation”) and (ii) a prorated Annual Bonus for the fiscal year in which termination occurs, calculated in the same manner and paid at the same time as bonuses payable to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or his estate under Section 409A, then such bonus shall be payable no later than the end of the applicable Section 409A short-term deferral payment date within two and a half (2.5) months following the later of (I) the Executive’s tax year or (II) the Company’s tax year in which Termination Date occurs. The Company shall have no further obligation to the Executive hereunder.

(b)

Disability.

(i)

The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes Disabled as defined in Section 409A during his employment hereunder. In the event of such termination, the Company shall have no further obligation to the Executive, other than for payment of (A) Final Compensation, and (B) a prorated Annual Bonus for the fiscal year in which termination occurs, calculated in the same manner and paid at the same time as bonuses payable to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or his estate under Section 409A, then such bonus shall be payable no later than the end of the applicable Section 409A short-term deferral payment date within two and a half (2.5) months following the later of (I) the Executive’s tax year or (II) the Company’s tax year in which Termination Date occurs.

(ii)

The Board may designate another employee to act in the Executive’s place during any period of the Executive’s disability. Notwithstanding any such designation, the Executive shall continue to receive the Base Salary in accordance with Section 4(a) and benefits in accordance with Section 4(e), to the extent permitted by the then-current terms of the applicable benefit plans, until the Executive becomes eligible for long-term disability income benefits under the Company’s long-term disability income plan or until the termination of his employment, whichever shall first occur. Notwithstanding anything in this Section 5(b)(ii) to the contrary, and for the avoidance of doubt, the combination of Base Salary and short-term disability income benefits (if any) during the period of Executive’s disability shall not exceed the amount of compensation and benefits that the Executive would have received during such period had the Executive been actively at work during such period.

(iii)

While receiving long-term disability income payments under the Company’s long-term disability income plan, the Executive shall not be entitled to receive any Base Salary under Section 4(a) hereof, but shall continue to participate in Company benefit plans in accordance with Section 4(e) and subject to the terms of such plans, until the termination of his employment.

(iv)

If any question shall arise as to whether during any period the Executive is Disabled, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or his duly appointed guardian, if any, has no reasonable objection so as to determine whether the Executive is Disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical examination, the Company’s determination of the issue shall be binding on the Executive.

(c)

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination:

(i)

refusal or failure to perform (other than by reason of disability), or material negligence in the performance of the Executive’s duties and responsibilities to the Company or its Affiliates, which refusal or failure to perform or material negligence is not cured within 30 days after written notice from the Company or such Affiliates;

(ii)

commission of, indictment for, conviction of or plea of guilty or nolo contendere to a felony or any crime involving moral turpitude, fraud, embezzlement or theft;

(iii)

breach of fiduciary duties (including a violation of the Company’s or any of its Affiliate’s code of ethics) on the part of the Executive;

(iv)

gross negligence or willful misconduct in the performance of employment, which negligence or misconduct is not cured within 30 days after written notice from the Company, and which willful act or misconduct could reasonably be expected to be injurious to the financial condition or business reputation of the Company or any of its Affiliates;

(v)

the material breach by Executive of any provision of any agreement to which such Executive and the Company or any or its Affiliates are party which is not cured within the applicable period provided for in such agreement; or

(vi)

breach by the Executive of the terms of Sections 7 or 9 to this Agreement or any other restrictive covenants to which the Company or its affiliates on the one hand, and the Executive, on the other, are party (collectively, the “Restrictive Covenants”).

Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation to the Executive, other than for his Final Compensation.

(d)

By the Company Other than for Cause.

(i)

The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive.

(ii)

In the event of the Executive’s Separation from Service (as defined below) pursuant to this Section 5(d), in addition to Final Compensation, the Executive will be entitled to the following payments and benefits, provided that the Executive satisfies all conditions to such entitlement, including without limitation, continued compliance with the Restrictive Covenants and signing and returning to the Company a timely and effective Separation Agreement in accordance with subsection (iii) below:

(A) For the period of the twelve (12) months following the Termination Date (the “Termination Period”), the Company shall continue to pay the Executive the Base Salary and Annual Bonus at Target Bonus at the rate in effect on the Termination Date, and, subject to any employee contribution applicable to the Executive on the Termination Date, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans at the same rate as is in effect for active employees of the Company (the “Company’s Contribution Amount”), provided that the Executive is entitled to continue such participation under applicable laws and plan terms. If Executive is not permitted to continue such participation, then Company shall pay to medical and dental insurance providers designated by the Executive the Company’s Contribution Amount during the Termination Period.

(B) Executive shall be paid the prorated amount of any Annual Bonus awarded in the current year, but unpaid on the Termination Date. Such bonus shall be payable at the same time as bonuses are paid to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or his estate under Section 409A, then such bonus shall be payable no later than the end of the applicable Section 409A short-term deferral payment date within two and a half (2.5) months following the later of (I) the Executive’s tax year or (II) the Company’s tax year in which Termination Date occurs.

(iii)

Any obligation of the Company to the Executive hereunder, other than for his Final Compensation, is conditioned, however, on the Executive’s timely and effective execution of a separation agreement in a reasonable form provided by the Company that will include the form of release included with this Agreement as Exhibit A, by the deadline specified therein (the “Separation Agreement”) and delivering it to the Company not later than the deadline specified therein, which shall not be later than the sixtieth (60th) calendar day following the date of his Separation from Service. Subject to Section 5(g) below, severance pay to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the Termination Date, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the Termination Date. The Release of Claims required for separation benefits in accordance with this Section 5(d) or Section 5(e) creates legally binding obligations on the part of

the Executive and the Company therefore advises the Executive to seek the advice of an attorney before signing it.

(e)

By the Executive for Good Reason.

(i)

The Executive may terminate his employment hereunder for Good Reason (A) by providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of that condition; (B) by providing the Company a period of thirty (30) days to remedy the condition and so specifying in the notice and (C) by terminating his employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition.

(ii)

For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following conditions without the Executive’s consent: (A) a material adverse change in the Executive’s responsibilities, duties and/or authority; (B) a material diminution in the Base Salary, (C) a change in Executive’s principal work location which is more than fifty (50) miles from Executive’s principal work location as of the Effective Date; (D) a breach by the Company of any material provision of this Agreement; or (E) in the event of an asset sale of the Company, the failure of any successor to the Company to expressly assume the Company’s obligations under this Agreement; provided, that, for the avoidance of doubt, Executive’s business related travel to Company locations outside of the Executive’s principal work location as of the Effective Date shall not constitute, or provide the basis for, Good Reason.

(iii)

In the event of a Separation from Service in accordance with this Section 5(e), and provided that no benefits are payable to the Executive under a separate severance agreement or an executive severance plan as a result of such termination or, if any such benefits are payable, that the Executive waives his rights thereto, then, in addition to Final Compensation, the Executive will be entitled to the severance benefits provided in Section 5(d)(ii) above; provided that the Executive satisfies all conditions to such entitlement, including without limitation the signing and return to the Company of a timely and effective Separation Agreement in accordance with Section 5(d)(iii) above.

(f)

By the Executive Other than for Good Reason. The Executive may terminate his employment hereunder at any time upon thirty (30) days’ notice to the Company. In the event of the Executive’s termination of employment pursuant to this Section 5(f), the Company may elect to waive all or any part of the period of notice, and, if the Company so elects, the Company will pay the Executive his Base Salary for the portion of the notice period so waived. The Company shall have no further obligation to the Executive, other than for his Final Compensation.

(g)

Timing of Payments; Definition of “Separation from Service.” If at the time of the Executive’s Separation from Service the Executive is a “specified employee,” as hereinafter defined, any and all amounts payable under this Section 5 in connection with such Separation from Service that constitute deferred compensation subject to Section 409A, as determined by the Company in its sole discretion, and that would (but for this sentence) be payable within six months

following such Separation from Service, shall instead be paid on the date that follows the date of such Separation from Service by six (6) months. For purposes of this Agreement, “Separation from Service” (and correlative terms such as “Separate from Service”) shall mean a “separation from service” as defined in Treas. Regs. § 1.409A- 1(h), and the term “specified employee” shall mean an individual determined by the Company to be a specified employee under Treas. Regs. § 1.409A-1(i). For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement is treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period is within the sole discretion of the Company.

Effect of Termination. The provisions of this Section 6 shall apply to any termination of the Executive’s employment hereunder.

(a)

Other than as described in Sections 5(d) and 5(e), above, payment by the Company of any Base Salary and contributions to the cost of the Executive’s continued participation in the Company’s group health and dental plans that may be due the Executive shall constitute the entire obligation of the Company to the Executive. Other than as described in Section 5(d)(ii), above, medical, dental and other benefits shall terminate pursuant to the terms of the applicable benefit plans based on the date of the Executive’s Separation from Service without regard to any continuation of Base Salary or other payment to the Executive following such Separation from Service, except for any right of the Executive to continue participation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or other applicable law.

(b)

Provisions of this Agreement shall survive any Separation from Service if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Section 7 hereof and the Restrictive Covenants. The obligation of the Company to make payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof is expressly conditioned upon the Executive’s continued full performance of his obligations under the Restrictive Covenants. The Executive recognizes that, except as expressly provided in Section 5(d) or 5(e), no compensation is earned after the Termination Date. The Executive’s right to receive and retain the payments provided under Section 5(d) or 5(e) hereof (other than for his Final Compensation) are expressly conditioned on his continued compliance with his obligations under the Restrictive Covenants.

(c)

Upon any termination of the Term, the Executive will promptly resign, and will be deemed to have automatically resigned, from all positions that the Executive holds as a member of the Board, officer, director or fiduciary of the Company or any of its affiliates. The Executive will take all actions reasonably requested by the Company to give effect to this provision.

Non-Disparagement. The Executive shall not make or induce other persons or entities to make any negative statements about the Company, its Affiliates, employees, past or current partners and shareholders, past or present officers, directors, managers, products, services, businesses or reputation. Notwithstanding the foregoing, truthful statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions taken in connection with such proceedings) shall not be subject to this Section 7.

Withholding. All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

Covenants Regarding Competition, Solicitation and Confidentiality. The Executive agrees that some restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates.

(a)

Non-compete. During employment and for eighteen (18) months after termination of the Executive’s employment for whatever reason (the “Restricted Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its Affiliates within any geographic area in which the Company or any of its Affiliates do business or undertake any planning for any business competitive with the Company or any of its Affiliates in the United States or Canada. Specifically, but without limiting the foregoing, the Executive agrees not to engage in any manner in any activity that is directly or indirectly competitive or potentially competitive with the business of the Company or any of its Affiliates as conducted or under consideration at any time during the Executive’s employment by the Company or any of its Affiliates, and further agrees not to work or provide services, in any capacity, whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that is competitive with the business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during his employment. For the purposes of this Agreement, the business of the Company and its Affiliates shall be defined to include all Products and the Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products. The foregoing, however, shall not prevent the Executive’s passive ownership of two percent (2%) or less of the equity securities of any publicly traded company.

The Executive agrees that, during employment, he will limit his outside activity, whether or not competitive with the business of the Company or any of its Affiliates, so that it does not and, could not reasonably be expected to, give rise to a conflict of interest or otherwise unreasonably interfere with his duties and obligations to the Company or any of its Affiliates.

(b)

Non-Solicit. The Executive agrees that, during the Restricted Period, the Executive will not directly or indirectly (i) solicit or encourage any customer of the Company or any of its Affiliates to terminate or diminish its relationship with them; or (ii) seek to persuade any such customer or prospective customer of the Company or any of its Affiliates to conduct with anyone else any business or activity which such customer or prospective customer conducts or could conduct with the Company or any of its Affiliates; provided that these restrictions shall apply only with respect to those Persons who are or have been a customer of the Company or any of its Affiliates at any time within the immediately preceding two year period or whose business has been solicited on behalf of the Company or any of its Affiliates by any of their officers, employees or agents within said two year period, other than by form letter, blanket mailing or published advertisement.

The Executive agrees that during the Restricted Period, the Executive will not, and will not assist any other Person to, (Y) hire or solicit for hiring any employee of the Company or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue

employment or (Z) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” of the Company or any of its Affiliates is any person who was such at any time within the preceding twelve (12) months.

(c)

Until forty-five (45) days after the conclusion of the Restricted Period, the Executive shall give notice to the Company of each new business activity he plans to undertake, at least ten (10) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of the Executive’s business relationship(s) and position(s) with such Person. The Executive shall provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in order to determine the Executive’s continued compliance with his obligations under this Agreement.

(d)

Confidentiality and Related Matters. The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information (as defined herein); that the Executive may have developed or had access to Confidential Information through his employment and other associations with the Company and its Affiliates. The Executive agrees that he shall not disclose to any Person or use any Confidential Information, other than as required for the proper performance of the services or as required by applicable law after notice to the Company and a reasonable opportunity for it to seek protection of the Confidential Information prior to disclosure. For avoidance of doubt, “reasonable opportunity” shall be determined under the circumstances, provided that the Executive shall make every effort to provide notice as expeditiously as is reasonably possible to the Company. The Executive understands and agrees that this restriction is in addition to any restrictions to which he is bound as a result of his prior employment and that this restriction, as well as any earlier agreed restrictions, shall continue to apply both during employment and thereafter, regardless of the reason for its termination.

All documents, records, disks and other media of every kind and description containing Confidential Information, and all copies, (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company. The Executive shall return to the Company no later than the date on which his employment terminates, and at such earlier time or times as the Company may specify, all Documents as well as all other property of the Company and its Affiliates, then in the Executive’s possession or control.

(e)

Assignment of Rights to Intellectual Property. The Executive shall promptly and fully disclose to the Company all Intellectual Property (as defined herein). The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. All copyrightable works that the Executive creates in the performance of his services hereunder shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company.

18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(f)

Enforcement of Covenants. The Executive acknowledges that he has carefully read and considered all the terms and conditions of the Agreement, including the restraints imposed upon him pursuant to this Agreement. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable and proper protection of the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates; that each and every one of those restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him from obtaining other suitable employment during the period in which the Executive is bound by these restraints. The Executive further agrees that he will never assert, or permit to be asserted on his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were he to breach any of the covenants contained in this Agreement, the damage to the Company would be irreparable. The Executive therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by the Executive of any of said covenants, without having to post bond. So that the Company and its Affiliates may enjoy the full protection of these bargained-for restrictions, the parties agree that the period of restriction in any of the covenants in this Agreement shall be tolled, and shall not run, during any period the Executive is in breach thereof. The parties further agree that, in the event that any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

(g)

Whistleblower Protection. Notwithstanding anything to the contrary contained herein, no provision of this Agreement will be interpreted so as to impede the Executive (or any other individual) from (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, (iii) accepting any U.S. Securities and Exchange Commission Awards, or (iv) making other disclosures under the whistleblower provisions of federal law or regulation. In addition, nothing in this Agreement or any other agreement or Company policy

prohibits or restricts the Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive will not be required to notify the Company that such reports or disclosures have been made.

10.

Indemnification. The Company and the Executive shall, simultaneous with the execution of this Agreement, enter into a directors and officers indemnification agreement substantially in the form attached hereto as Exhibit B, which shall provide coverage to the Executive effective as of the Effective Date.

11.

Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that during the Term and for twelve (12) months thereafter, the Executive will respond and provide information with regard to matters of which the Executive has knowledge as a result of employment hereunder, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims made against the Company or any of its affiliates, and will assist the Company and its affiliates in the prosecution of any claims made by the Company or any of its affiliates, to the extent that such claims may relate to the Term (collectively, “Claims”). The Executive agrees to promptly inform the Company if the Executive becomes aware of any lawsuits involving Claims that may be filed or threatened against the Company or any of its affiliates. The Executive also agrees to promptly inform the Company (to the extent that the Executive is legally permitted to do so) if the Executive is asked to assist in any investigation of the Company or any of its affiliates (or their actions) or another party attempts to obtain information or documents from the Executive (other than in connection with any litigation or other proceeding in which the Executive is a party-in-opposition) with respect to matters the Executive believes in good faith to relate to any investigation of the Company or any of its affiliates, in each case, regardless of whether a lawsuit or other proceeding has then been filed against the Company or any of its affiliates with respect to such investigation, and will not do so unless legally required. During the pendency of any litigation or other proceeding involving Claims, the Executive will not communicate with anyone (other than the Executive’s attorneys and tax and/or financial advisors and except to the extent that the Executive determines in good faith is necessary in connection with the performance of the Executive’s duties hereunder) with respect to the facts or subject matter of any pending or potential litigation or regulatory or administrative proceeding involving the Company or any of its affiliates without giving prior written notice to the Company or the Company’s counsel. Upon presentation of appropriate documentation, the Company will pay or reimburse the Executive for all reasonable and necessary out-of-pocket business and travel expenses incurred by the Executive in complying with this Section 11.

12.

Assignment. Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns.

13.

Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,

or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14.

Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

15.

Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to the Executive at his last known address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the Chair of the Board, or to such other address as either party may specify by notice to the other actually received.

16.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment, including the Prior Agreement.

17.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of the Company.

18.

Headings. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.

19.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

20.

Governing Law; Waiver of Jury Trial. This is a Michigan contract and shall be construed and enforced under and be governed in all respects by the laws of the State of Michigan without regard to the conflict of laws principles thereof. BY EXECUTION OF THIS AGREEMENT, THE PARTIES ARE WAIVING ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED ON THIS AGREEMENT.

21.

Definitions. The following terms shall have the following meanings for purposes of this Agreement.

(a)

“Affiliate” means, with respect to any specified Person at any time, any other Person that directly or indirectly controls, or is controlled by, or is under common control with, such specified Person at such time.

(b)

“Confidential Information” means any and all information of the Company and its Affiliates that is not generally known by those with whom the Company or any of its Affiliates competes or does business, or with whom the Company or any of its Affiliates plans to compete or do business and any and all information, publicly known in whole or in part or not, which, if

disclosed by the Company or any of its Affiliates would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the Products, (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and its Affiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and the nature and substance of those relationships. Confidential Information also includes any information that the Company or any of its Affiliates has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed.

(c)

“Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours or on or off the Company premises) during the Executive’s employment that relate to either the Products or any prospective activity of the Company or any of its Affiliates or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates.

(d)

“Person” means any natural person, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

(e)

“Products” mean all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during the Executive’s employment.

Exhibit 10.1

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first written above.

CHAMPION HOMES, INC.

By: ________________________________
Name: Tim Larson
Title: President & Chief Executive Officer

EXECUTIVE

____________________________________
David McKinstray

Exhibit A

EXHIBIT A

General Release of Claims

I, David McKinstray, in consideration of and subject to the performance by Champion Homes, Inc. (as such Company’s name may change from time to time and including such companies’ successors and assigns, the “Company”), of its obligations under the Employment Agreement, dated as of January 12, 2026 (the “Agreement”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and all present, former and future managers, directors, officers, employees, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively, the “Released Parties”) to the extent provided below (this “General Release”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

22.

I understand that the severance amounts and related benefits paid or granted to me under Section [5(d)][5(e)] of the Agreement, represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive payment of the severance amounts and related benefits specified in Section [5(d)][5(e)] of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy, or arrangement maintained or hereafter established by the Company or its affiliates.

23.

Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement that expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators, and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties that I, my spouse, or any of my heirs, executors, administrators, or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under the Agreement; or for compensation or equity or equity-based compensation; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs,

A-1

fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).

24.

I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

25.

I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 that arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

26.

I agree that I hereby waive all rights to sue or obtain equitable, remedial, or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claim, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding, excepting only any monetary award to which I may become entitled pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Additionally, I am not waiving (a) any right to any accrued base salary earned by me prior to my termination of employment or any severance benefits to which I am entitled under the Agreement, or (b) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, or (c) my rights as an equity or security holder in the Company or its affiliates.

27.

In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected, and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

28.

I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

A-2

29.

I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

30.

I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal, or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.

31.

Any nondisclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization, or any governmental entity.

32.

I represent that, as of the effective date of this General Release, I am not aware of any Claim by me other than the Claims that are released by this General Release. I acknowledge that I may hereafter discover Claims or facts in addition to or different than those that I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and that, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

33.

Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.

By signing this General Release, I represent and agree that:

I have read this General Release carefully;

I understand all of its terms and know that I am giving up important rights, including, but not limited to, rights under the Age Discrimination in Employment Act of 1967, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; and the Employee Retirement Income Security Act of 1974, as amended;

I voluntarily consent to everything in it;

I have been advised to consult with an attorney before executing it and I have done so or, after careful reading and consideration, I have chosen not to do so of my own volition;

I have had at least [21][45] days from the date of my receipt of this General Release to consider it, and the changes made since my receipt of this General Release are

A-3

not material or were made at my request and will not restart the required [21][45]-day period;

I understand that I have seven days after the execution of this General Release to revoke it and that this General Release shall not become effective or enforceable until the revocation period has expired;

I have signed this General Release knowingly and voluntarily and with the advice of any counsel retained to advise me with respect to it; and

I agree that the provisions of this General Release may not be amended, waived, changed, or modified except by an instrument in writing signed by an authorized representative of the Company and by me.

A-4

Execution Version

EXHIBIT B

Champion HomeS, Inc.
INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 11, 2026, between Champion Homes, Inc. (the “Company”), and David McKinstray (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. In addition, the Amended and Restated By-laws (the “By-Laws”) of the Company require indemnification of the directors, officers and any person who at the request of the Company is or was serving as a director, officer, partner or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, from any and all of the expenses or liabilities incurred by him or her in certain actions, suits, or proceedings. Indemnitee may also be entitled to indemnification pursuant to the Indiana Business Corporation Law (the “IBCL”). The By-laws and the IBCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, the Board has determined that it is in the best interests of the Company's shareholders to assure members of the Board, officers and certain other persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the By-laws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee does not regard the protection available under the By-laws and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified; and

WHEREAS, Indemnitee has or may have in the future certain rights to indemnification and/or insurance provided by other entities and/or organizations that Indemnitee intends to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein,

B-1

with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as follows:

Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:tc \l 2 ""

(a)

Proceedings. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his or her Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined), including without limitation a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had reasonable cause to believe the Indemnitee’s conduct was lawful or had no reasonable cause to believe the Indemnitee’s conduct was unlawful. tc \l 3 ""

(b)

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses reasonably incurred by him or her on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. tc \l 3 ""

Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the

B-2

presumptions, set forth in Sections 6 and 7 hereof) to be prohibited under applicable law. tc \l 2 ""

Contribution.

(a)

Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.tc \l 3 ""

(b)

Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.tc \l 3 ""

(c)

The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution that may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.tc \l 3 ""

(d)

To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount

B-3

incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses reasonably incurred by him or her or on his or her behalf in connection therewith.tc \l 2 ""

Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. tc \l 2 ""

Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the IBCL and public policy of the State of Indiana. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:tc \l 2 ""

(a)

To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. tc \l 3 ""

(b)

Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the disinterested directors, even

B-4

though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the shareholders of the Company (but shares owned by or voted under the control of directors who are not disinterested directors may not be voted on the determination). For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.tc \l 3 ""

(c)

If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel (as defined in Section 13), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Indiana Court or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.tc \l 3 ""

(d)

In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Any determination with respect to entitlement to indemnification hereunder that is adverse to Indemnitee may be challenged by the Indemnitee in Indiana Court. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.tc \l 3 ""

B-5

(e)

Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant, financial advisor or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, or , in the event of a criminal proceeding, it shall be presumed that the Indemnitee had reasonable cause to believe the Indemnitee’s conduct was lawful or had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.tc \l 3 ""

(f)

If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.tc \l 3 ""

(g)

Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making

B-6

such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.tc \l 3 ""

(h)

The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.tc \l 3 ""

(i)

The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.tc \l 3 ""

Remedies of Indemnitee.tc \l 2 ""

(a)

In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Indiana, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.tc \l 3 ""

(b)

In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).tc \l 3 ""

(c)

If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i)

B-7

a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.tc \l 3 ""

(d)

In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.tc \l 3 ""

(e)

The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.tc \l 3 ""

(f)

Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.tc \l 3 ""

Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.tc \l 2 ""

(a)

The rights of indemnification as provided by this Agreement will be in addition to any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of the Board, or otherwise (collectively, “Other Indemnity Provisions”). No amendment or alteration of the Company’s Certificate of Incorporation or the By-laws or another agreement shall adversely affect the rights provided to Indemnitee under this Agreement; provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. No amendment, alteration or repeal of this

B-8

Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the IBCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the By-Laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)

To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors and officers liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)

The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses and/or insurance provided by other entities and/or organizations that are not part of the Enterprise (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or the By-laws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c).

(d)

Except as provided in paragraph (c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Indemnitee shall execute all papers required and take

B-9

all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e)

Except as provided in paragraph (c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(f)

Except as provided in paragraph (c) above, the Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to indemnify Indemnitee:tc \l 2 ""

(a)

for any amount for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above; or tc \l 3 ""

(b)

for a disgorgement of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or tc \l 3 ""

(c)

in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) such Proceeding is initiated to enforce Indemnitee’s rights hereunder in accordance with Section 7 above, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10.

Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his or her Corporate Status, whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger,

B-10

consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.tc \l 2 ""

11.

Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.tc \l 2 ""

12.

Enforcement.tc \l 2 ""

(a)

The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or other person in service of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or other person in service of the Company.tc \l 3 ""

(b)

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c)

tc \l 3 "" The Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting the Indemnitee's rights to receive advancement of expenses under this Agreement.

13.

Definitions. For purposes of this Agreement:tc \l 2 ""

(a)

“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.tc \l 3 ""

(b)

“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.tc \l 3 ""

(c)

“Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary, or any subsidiary thereof.tc \l 3 ""

(d)

“Expenses” shall include all attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and

B-11

any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.tc \l 3 ""

(e)

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.tc \l 3 ""

(f)

“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or her of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.tc \l 3 ""

14.

Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Further, the invalidity or unenforceability of any provision hereof as to Indemnitee shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict. tc \l 2 ""

15.

Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.tc \l 2 ""

16.

Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation,

B-12

subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.tc \l 2 ""

17.

Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a)

To Indemnitee at the address set forth below Indemnitee signature hereto.tc \l 3 ""

(b)

To the Company at:tc \l 3 ""

Champion Homes, Inc.

755 W. Big Beaver Road

Suite 1000

Troy, MI 48084

Attn: Laurel Krueger

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile transmission or by electronic mail in “portable document format” and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. tc \l 2 ""

19.

Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.tc \l 2 ""

20.

Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Indiana, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the state courts of the State of Indiana (the “Indiana Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Indiana Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such

B-13

action or proceeding in the Indiana Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Indiana Court has been brought in an improper or inconvenient forum.tc \l 2 ""

SIGNATURE PAGES TO FOLLOW

B-14

Exhibit B

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

Champion Homes, Inc.

By:____________________________________
Name: Tim Larson
Title: President & CEO

[Signature Page to Indemnification Agreement]

Indemnitee

______________________________________
Name: David McKinstray

Address:

[Signature Page to Indemnification Agreement]

Exhibit 10.2

Transition Agreement

This Transition Agreement (the “Agreement”) sets forth the mutual agreement of Champion Homes, Inc., for itself, its subsidiaries, and related entities (collectively, the “Company”) and Laurie Hough (“Executive”) regarding the subject matters addressed below. The Company and Executive may be referred to collectively as the “Parties”.

WHEREAS, Executive is currently employed by Champion Homes, Inc. as Executive Vice President, Chief Financial Officer and Treasurer, and the Parties agree that her employment will end; and

WHEREAS, Executive is employed pursuant to that certain Amended and Restated Employment Agreement dated March 13, 2023, between Executive and the Company (the “Employment Agreement”); and

WHEREAS, the Company and Executive mutually agree that it is in their best interests to cooperate during the Executive’s transition from the Company, and to memorialize the new terms and conditions of employment during that transition which will supersede and replace the terms and conditions of the Employment Agreement;

NOW THEREFORE, in consideration of the mutual agreements and promises set forth in this Agreement, the receipt and sufficiency of which are acknowledged, the Company and Executive agree as follows:

Separation Date. Unless sooner terminated as provided in Section 7, Executive’s employment with the Company will terminate on May 31, 2026 (the “Separation Date”). This Agreement shall supersede the Employment Agreement as of the Transition Date (as defined below), and the Employment Agreement shall thereafter be of no further force or effect. As of the Transition Date, this Agreement, the Indemnification Agreement (as defined below), the agreements related to the Options (as defined below) and the Award Agreements (as defined below) shall govern the terms and conditions of Executive’s employment through the Separation Date.

Transition Period. For the period between the date this Agreement is executed by all parties (the “Transition Date”) and the Separation Date (such period, the “Transition Period”), Executive will continue her employment with the Company. She will remain in her position as Executive Vice President, CFO and Treasurer until such time as the Company appoints a new CFO, at which time Executive shall be assigned such other executive-level role and title designated by the Board of Directors of the Company, including, but not limited to, the title “Executive Financial Advisor.”

During the Transition Period, Executive will perform the professional duties and responsibilities of her role and title as assigned by the Company from time to time. During the Transition Period, Executive will cooperate in the orderly transition of Executive’s duties. Executive shall abide by all applicable agreements with the Company and all work rules, regulations, policies, and all lawful instructions and

directives of the Company.

Executive will use her reasonable best efforts in the performance of the duties and responsibilities as assigned to her from time to time, and Executive will make commercially reasonable efforts to perform those duties and responsibilities to the reasonable satisfaction of the Company in a positive and collaborative manner. Such duties and responsibilities will include, but are not limited to, the following:

Serve as the Company’s Executive Vice President, CFO and Treasurer until such time as the Company appoints a new CFO;

ii.

Lead the Company’s finance; accounting; tax; risk management and treasury teams;

iii.

Manage preparation of financial statements and manage review process with outside auditor;

iv.

Manage the Company’s forecasting and budget processes;

Review monthly financial statements;

vi.

Work with the team to manage the preparation of quarterly and annual reports with the Securities and Exchange Commission and submit appropriate certifications relating thereto, including certifications utilized in the Company’s disclosure committee process;

vii.

Make all commercially reasonable efforts to remediate the Material Weakness as was described in the Company’s 10K for Fiscal Year 2025;

viii.

Participate in calls with banking partners, insurers, shareholders, investors and analysts, as appropriate;

ix.

Take all actions to assist with the transition of Executive’s role to internal and external resources as specified by the Company; and

Assist in transition of relationships with outside service providers.

Unless otherwise directed by the Company, Executive shall work on a full-time basis. At the Company’s sole discretion, Executive may be directed to work remotely, work as needed, or not work at all during the Transition Period.

Executive will return all property and Confidential Information of the Company and its Affiliates (as that term is defined in the Award Agreements) on or before the Separation Date, unless otherwise agreed by the Company.

Compensation and Benefits During the Transition Period. During the Transition Period, the Company shall continue to pay Executive’s base salary as of the Transition Date minus all required taxes and withholdings, which will be payable in accordance with the Company’s general payroll practices. During the Transition Period, Executive will be eligible to continue to participate in all insurance and benefit plans and programs Executive was participating in as of the Transition Date, subject to and in accordance with the terms of those plans and programs, and she will be entitled to take paid vacation and receive expense reimbursements consistent with past practice. Executive shall be entitled to participate in the Company’s long term and short term incentive programs in the same manner as other similarly situated executives and pursuant to her current participation

levels and the terms of the applicable plans; provided, however, Executive shall not (i) have any STI entitlement for the Company’s FY27, (ii) receive any additional equity grants or other awards under the Plan (as defined below) or any other equity or long term incentive plan or program; and (iii) be entitled to a merit increase.

Cooperation. Following the Separation Date, Executive will give Company her full cooperation in connection with any existing or future claims, lawsuits, regulatory actions, investigations or proceedings that relate in any manner to Executive’s conduct or duties at Company or that are based on facts about which Executive obtained personal knowledge while employed at Company or is alleged to have such knowledge. In addition, for a period of one (1) year following the Separation Date, Executive shall, as reasonably requested by the Company from time to time, reasonably cooperate to provide information or assistance regarding transition and other matters, including (a) participating in any virtual or other meetings as may be reasonably requested and scheduled by the Company (in consultation with Executive) during regular business hours from time to time, and (b) responding in a timely manner to emails and phone messages, if any, from the Company, with such commitment not anticipated to exceed ten (10) hours per month. The Company will reimburse reasonable pre-approved expenses incurred during this cooperation period.

Payments. Subject to the terms and conditions of this Agreement and Executive’s compliance in all material respects with all of her obligations hereunder, in addition to Accrued Compensation, Company agrees to pay Executive severance pay in the total amount of twelve (12) months of base salary continuation at an annualized rate of $556,000, which will be payable in bi-weekly installments beginning in the next payroll period following the date that the Final Release described below becomes effective (the “Payments”). The Payments shall be made minus all required taxes and withholdings, and will be payable in accordance with the Company’s general payroll practices. The Payments are expressly conditioned upon Executive entering into an Effective Final Release as provided in Paragraph 8.b. The Payments shall not be due or made unless and until there is an Effective Final Release between the Parties.

Equity Plan Awards. Executive has been granted certain restricted stock unit awards (RSUs) and performance stock unit awards (PSUs) (each, an “Award,” and collectively, the “Awards”) pursuant to the terms of the Company’s 2018 Equity Incentive Plan (the “Plan”) and an award agreement applicable to each Award (each, an “Award Agreement” and collectively, the “Award Agreements”). The Parties acknowledge and agree that, subject to the terms of each Award Agreement and the Plan, vesting of each Award shall continue while the Executive is employed, provided that each Award shall continue to be subject to forfeiture, clawback and other restrictions as provided in the applicable Award Agreement or the Plan and that Exhibit B reflects the vesting after the Separation Date of each Award and Option outstanding as of the Separation Date. In addition, any breach of the covenants of Paragraphs 9, 10, 11, and 12 of this Agreement shall, for the purposes of the Award Agreements, be deemed to be Executive engaging in restricted activities prohibited by the covenants set forth in the Award Agreements, including, without limitation, covenants regarding competition, solicitation, and confidentiality. The Parties agree that each Award Agreement shall be deemed amended to conform to the provisions

of this Paragraph 6 and that, except as otherwise provided herein, each Award Agreement shall continue in effect in accordance with its terms. The Parties further agree that so long as Executive is in compliance in all material respects with the terms of this Agreement and remains in continuous employment with the Company through the Separation Date, the first two-thirds of the units granted (i.e., the first and second tranche of the award) pursuant to the special equity award granted to Executive on August 14, 2025, shall vest on the date of the Effective Final Release (the “Special Equity Vesting”). The Parties acknowledge and agree that Executive shall retain the nonqualified stock options granted to Executive listed on Exhibit B (the “Options”) and that the Options will continue in accordance with Exhibit B, and the applicable Plan documents and Award Agreements.

Early Termination.

Early Termination of Employment. If (i) Executive's employment is terminated by Company before the Separation Date for any of the reasons described in Paragraph 7.b of this Agreement, or (ii) Executive quits, resigns, or otherwise voluntarily leaves employment before the Separation Date, or (iii) or Executive’s employment ends due to Executive’s death or Disability, in any such event Executive’s last day of employment will be the date of such termination or resignation, or date of death or Disability, and Executive will not be eligible to receive, and will forfeit, the Payments and the Special Equity Vesting.

Violation of Terms and Conditions. If at any time Executive materially breaches any of the terms or conditions of this Agreement, or any of the terms and conditions of the Award Agreements or the Plan applicable to Executive, or any other agreement between Executive and Company, or violates Company’s Code of Conduct or any other Company’s written policy generally applicable to employees of Executive's level and position, Company may terminate Executive's employment and shall not be obligated to make the Payments. The Payments and the Special Equity Vesting shall also be subject to cessation and/or clawback if the Executive violates any of Executive’s post-employment obligations to the Company, including all covenants set forth in the Award Agreements, including, without limitation, covenants regarding competition, solicitation, and confidentiality.

Executive’s Death. In the event of the Executive’s death prior to the Separation Date, the Executive’s employment shall immediately and automatically terminate. In such event, the Executive’s estate shall be entitled to receive: (i) (A) any Base salary earned but not paid during the final payroll period of the Executive’s employment through the date of such termination, including pay for any vacation time earned but not used through the date of termination, payable in accordance with the Company’s regular payroll practices on the Company’s next regular pay date following the date of such termination (or earlier, if so required by applicable law) and (B) any business expenses incurred by the Executive but unreimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within sixty (60) days of such termination, that

such expenses are reimbursable under Company policy, (all of the foregoing, subject to the timing of payment rules therein, “Accrued Compensation”) and (ii) a prorated annual bonus for the fiscal year in which termination occurs, calculated in the same manner and paid at the same time as bonuses payable to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or her estate under Section 409A, then such bonus shall be payable no later than June 15 of the year following executive’s death. Except as provided herein, following the Executive’s death, the Company shall have no further obligation hereunder.

Executive’s Disability. The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomes Disabled as defined in Section 409A during her employment hereunder. In the event of such termination, the Company shall have no further obligation to the Executive, other than for payment of (i) Accrued Compensation and (ii) a prorated annual bonus for the fiscal year in which termination occurs, calculated in the same manner and paid at the same time as bonuses payable to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or her estate under Section 409A, then such bonus shall be payable no later than June 15 of the year following Executive’s termination. The Board may designate another employee to act in the Executive’s place during any period of the Executive’s Disability. Notwithstanding any such designation, the Executive shall continue to receive the base salary in accordance and benefits, to the extent permitted by the then-current terms of the applicable benefit plans, until the Executive becomes eligible for long-term disability income benefits under the Company’s long-term disability income plan or until the termination of her employment, whichever shall first occur. Notwithstanding anything in this Section 7(d) to the contrary, and for the avoidance of doubt, the combination of base salary and short-term disability income benefits (if any) during the period of Executive’s disability shall not exceed the amount of compensation and benefits that the Executive would have received during such period had the Executive been actively at work during such period. While receiving long-term disability income payments under the Company’s long-term disability income plan, the Executive shall not be entitled to receive any base salary, but shall continue to participate in Company benefit plans, subject to the terms of such plans, until the termination of her employment. If any question shall arise as to whether during any period the Executive is disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform substantially all of her duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medical examination by a physician selected by the Company to whom the Executive or her duly appointed guardian, if any, has no reasonable objection to determine whether the Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and the Executive shall fail to submit to such medical

examination, the Company’s determination of the issue shall be binding on the Executive.

Compete Release of Claims. The Transition Period, the Special Equity Vesting and the Payments are expressly conditioned upon Executive signing, and not thereafter revoking, this Agreement and its general release of legal claims and the Final Release as provided herein.

General Release of Legal Claims. Executive hereby fully releases Company and all of its owners, partners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, joint ventures, and Affiliates (including, without limitation, all agents, directors, officers, employees, representatives, and attorneys of such subsidiaries, joint ventures, and affiliates) (collectively, “Released Parties”), and each of them, from any and all claims, liabilities, actions, or causes of action of any kind or character whatsoever, whether at law or in equity, whether known or unknown, whether contingent or absolute, which Executive may have against any of them. This is a general release of legal claims. This general release and waiver of claims includes, without limitation, claims under any state or federal constitution, statute, law, rule, regulation, or common-law principle of tort, contract, or equity, except for the obligations of the Company under this Agreement. This general release and waiver of claims includes, without limitation, claims for personal injuries, back pay, attorneys’ fees, losses or damage to real or personal property, economic loss or damage of any kind, breach of contract (express or implied, including the Employment Agreement), defamation, breach of any covenant of good faith (express or implied), tortious interference with contract, wrongful termination, business or personal tort (whether intentional or negligent), misrepresentation, or any other losses or expenses of any kind (whether arising in tort, contract, or by statute) arising out of Executive’s employment relationship with or separation from the Company and/or any other alleged acts or omissions by the Released Parties not expressly excluded herein. This general release and waiver of claims includes, without limitation, any federal, state, or other governmental statute, regulation, or ordinance, including, without limitation, those arising under or relating to qui tam, employment discrimination, termination of employment, retaliation, payment of wages or provision of benefits, and the following federal statutes (in each case as amended): Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act (“ADA”), the Genetic Information Nondiscrimination Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act (“FMLA”), the Fair Labor Standards Act (“FLSA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act “"COBRA”), and the Occupational Safety and Health Act (“OSHA”).

Final Release. No earlier than the Separation Date, Executive will execute the final release attached hereto as Exhibit A (the “Final Release”). The Final Release will also have a consideration period of at least twenty-one (21) days, and a Revocation Period of at least seven (7) days after such Final Release is signed by Executive. If Executive timely signs and does not thereafter revoke the Final Release during its Revocation Period, the Final Release will constitute an “Effective Final Release,” and Company will provide Executive with the Payments described in Paragraph 5, except as otherwise provided in Paragraph 7.b above.

Claims that Are Not Released. Notwithstanding the foregoing, the release contained herein, and the Final Release, shall not release or waive: (i) any rights or claims that Executive might have which arise as a result of any conduct that occurs after Executive signs this Agreement or after Executive signs the Final Release; (ii) any rights or claims for benefits under or workers’ compensation law or for continuation rights under COBRA; (iii) any claims that by law cannot be waived in a private agreement between an employer and an employee, including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency; however, Executive waives any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on Executive’s behalf; (iv) rights to vested benefits under any applicable retirement and/or pension and/or deferred compensation plans; (v) rights under the applicable terms of equity plans and agreements (including the Award Agreements and the agreements related to the Options); and/or (vi) any claims to enforce the terms of this Agreement. Additionally, nothing contained herein shall be deemed to waive Executive’s right to directors and officers insurance coverage held by the Company or under the Skyline Champion Corporation Indemnification Agreement referenced in Section 9 of the Employment Agreement (the “Indemnification Agreement”).

Consideration and Revocation Periods. Executive is advised to consult with an attorney before signing this Agreement or its Exhibit A. Executive understands that Executive may take up to twenty-one (21) days following Executive's receipt of this Agreement and its Exhibit A to consider this Agreement and its Exhibit A. Executive understands that Executive may use as much or as little of this period as Executive chooses before signing the Agreement. Provided, however, Executive may not sign the Exhibit A before the Separation Date.

If Executive accepts this Agreement, Executive must sign it and return it to Alan Robertson, CHRO (arobertson@championhomes.com) on or before the expiration of the 21-day period following Executive’s receipt of this Agreement. By signing this Agreement, Executive acknowledges that Executive was afforded a period of at least twenty-one (21) days in which to consider it.

ii.

In addition, Executive understands that Executive has a period of seven

days following the date of signing this Agreement within which to revoke this Agreement. To revoke this Agreement, Executive understands that Executive must provide written notification of revocation to Alan Robertson, CHRO (arobertson@championhomes.com) within seven (7) days from the date Executive signed it. If Executive elects to revoke this Agreement, this Agreement shall be of no force or effect.

Indemnification; Complete Defense. Executive agrees to indemnify any and all of the Released Parties from any and all losses, damages, or expenses whatsoever, including without limitation attorneys’ fees and costs, that any and all of them may incur by virtue of Executive’s pursuit of any claim, damage, lawsuit, injury, liability, or cause of action released in this Agreement and its Exhibit A, including without limitation, Executive’s filing or presentation of any sort of written claim for monetary damages and/or the filing of any lawsuit. Executive agrees that, in the event of Executive’s pursuit or filing of any such claim (subject to Paragraph 2 of Exhibit A), the Released Parties shall be entitled to invoke and rely on this Agreement and its Exhibit A as an absolute bar and complete defense, and that the Released Parties shall be entitled to assert an affirmative claim against Executive for breach of this Agreement.

Restrictive Covenants.

During the Restricted Period (as defined below), Executive shall continue to abide by all covenants and restrictions in any agreement with the Company and its Affiliates with respect to noncompetition, nonsolicitation, confidential information, and intellectual property, including, without limitation, all such restrictive covenants enumerated in the Award Agreements, as amended by this Agreement.

For the purposes of this Agreement and notwithstanding anything to the contrary in the Award Agreements, the term “Restricted Period” shall mean the term of Executive’s employment with the Company and the period of twenty-four (24) months immediately following the Separation Date. Additionally, in consideration of the Payments and the other terms and benefits of this Agreement, Executive and the Company intend and agree that the term “Restricted Period” as used and defined in any and all Award Agreements and their exhibits should be amended to conform to the definition in this Agreement. Accordingly, the Parties intend and agree that the term “Restricted Period” as used in any and all Award Agreements shall mean the term of Executive’s employment with the Company and the period of twenty-four (24) months immediately following the Separation Date. Except as amended by Paragraph 6 and this Paragraph 9.b of this Agreement, no other changes to the Award Agreements are intended or made by this Agreement, and each Award Agreement, as amended hereby, shall continue in effect in accordance with its terms.

10.

Confidential Information.

For the purposes of this Agreement, “Confidential Information” means any proprietary business information of Company and its Affiliates in any form that is not generally known by the public or in the industry, including, but not limited to, the following: any and all business plans and strategies; financial information; proposals, reports, forecasts, and marketing plans and information; market intelligence; training information; cost information; customer information; sales volume and other sales statistics; personnel data; pricing information; concepts, ideas, and inventions; plans, formulas, models, mockups, samples, product and service plans; product and device prototypes; technical designs and specifications; product designs, product blueprints, sketches, graphs, drawings, and photographs; data; manuals and instructions; documentation, notes, and analysis; compilations, studies, summaries and confidential reports; procedures; information respecting past, current, and planned research and development; information respecting existing and proposed investments and acquisitions; information respecting providers and suppliers; information respecting vendors and contractors; information respecting operations; information respecting any and all devices, products, and services; information respecting repairs and maintenance; information respecting testing and modification; information respecting computer programs, systems, software, hardware, firmware, technical data, database technologies, structures, and architectures (including, without limitation, related documentation, source and object codes, devices, processes, improvements, discoveries, concepts, ideas, designs, and methods); information marked or designated as confidential, privileged, or secret; and all other knowledge and information of a confidential and proprietary nature, which has ever been or will be revealed to or discovered by Executive. “Confidential Information” shall not include information that (a) has become generally available to the public other than as a result of Executive’s violation of this Agreement, (b) was available to Executive on a non-confidential basis prior to her employment with Company, or (c) has become available to Executive on a non-confidential basis from a source other than Company or any Affiliate of Company who has the right to disclose such information without violating any right or privilege of Company. This definition shall not limit any definition of “confidential information” or any equivalent term under applicable law.

Except in the course of performing Executive’s obligations under this Agreement or pursuant to written authorization from Company, Executive shall hold in confidence and shall not: (a) directly or indirectly through any other person or entity reveal, report, publish, disclose or transfer Confidential Information to any person or entity; or (b) use any Confidential Information for any purpose other than for the benefit of Company and its Affiliates. Executive acknowledges that Company may, from time to time, have agreements with other persons or entities that impose obligations or restrictions on Company regarding work to be performed by Executive, or regarding the confidential nature of the work or the confidential or proprietary information of any third party disclosed during or used as part of such

work. Executive agrees to be bound by all such obligations and restrictions about which Company notifies Executive. Executive’s obligations under this Paragraph shall survive until the expiration of the Restricted Period. The covenants and terms of this Paragraph 10 shall be in addition to, and shall not amend or supersede, any covenants regarding confidentiality and trade secrets in other agreement between Executive and the Company, including the Award Agreements.

11.

Confidentiality of Agreement. Except as required for public disclosure under the U.S. securities laws, Executive will keep the terms, amount, and fact of this Agreement completely confidential. Notwithstanding the foregoing, Executive may disclose pertinent information concerning this Agreement to Executive's attorneys, tax advisors and financial planners, and Executive's spouse and other close family members, provided they have previously been informed of and have agreed to be bound by this confidentiality clause. Executive understands and agrees that a breach of this confidentiality clause by Executive’s spouse and other close family members will be deemed a breach of this Agreement by Executive.

12.

Non-disparagement. During the Restricted Period, Executive shall not, directly or indirectly, make any statement, oral or written, or perform any act or omission which is reasonably likely to be detrimental in any material respect to the reputation or goodwill of Company or any other Released Parties, including, but not limited to statements regarding Executive’s employment with the Company or the transition to a new CFO. Executive understands that Executive’s compliance with a subpoena or other compulsory legal process, applicable law, or court order, or Executive’s participation as a witness in any lawsuit will not be a violation of this Paragraph.

13.

Participation in Government Matters. Nothing in this Agreement restricts or prohibits Executive from communicating with, providing testimony before, providing Confidential Information to, or filing or cooperating in a claim or investigation directly with a self-regulatory authority or a governmental agency or entity (without the need to seek Company’s prior approval), including the EEOC, the Department of Justice, the Securities Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation or receiving an award from any Regulator that provides awards for providing information. However, to the maximum extent permitted by law, Executive acknowledges and agrees that Executive is waiving Executive's right to receive any individual monetary relief from resulting from such claims.

14.

Tax Matters; Section 409A Compliance. Executive shall be solely responsible for Executive’s own federal, state, and local tax liabilities with respect to the amounts paid under this Agreement. All compensation and payments to Executive, including the Payments, shall be subject to all applicable taxes and required withholdings. The Payments and benefits payable pursuant to this Agreement are intended either to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and regulations thereunder (“Section 409A”), as payments that would fall within the “short-term deferral period” within the meaning of Treasury Regulation Section 1.409A-1(b)(4) and/or the

separation pay exception in Treasury Regulation Section 1.409A-1(b)(9), to the extent available, or to comply with the provisions of Section 409A. This Agreement shall be interpreted to avoid any penalty or sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to the maximum extent permitted to be exempt from or compliant with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and regulations thereunder. In connection therewith:

It is intended that each installment of the Payments and benefits hereunder shall be treated as a separate “payment” for purposes of Section 409A.

References to Executive's termination, termination of employment, termination of service, or words of similar import shall mean Executive’s “separation from service” as such term is used in Section 409A.

To the extent that the Payments and benefits under this Agreement are deferred compensation subject to Section 409A and are contingent upon Executive’s taking any employment-related action, including without limitation execution (and non-revocation) of another agreement, such as a release agreement, and the period within which such action(s) may be taken by Executive would begin in one calendar year and expire in the following calendar year, then such amounts or benefits shall be paid in such following calendar year.

If as of the Separation Date, Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B) or any successor provision thereto), then with regard to any payment or provision of benefit that is subject to Section 409A as deferred compensation and is due upon or as a result of Executive's “separation from service,” notwithstanding any contrary provision under this Agreement, such payment or benefit shall not be made or provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A, until the date with is the earlier of (A) expiration of the six (6)-month period measured from such “separation from service,” and (B) the date of Executive's death (the ‘Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump-sum, and any remaining payments and benefit due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them in this Agreement.

While this Agreement is intended to be exempt from or compliant with Section 409A, the Company neither makes nor has made any representation, warranty or guarantee of any federal, state or local tax consequences of Executive’s entitlements under this Agreement, including, but not limited to, under Section 409A.

15.

Miscellaneous.

Non-Admission of Liability. By entering into this Agreement, neither Company nor Executive admits any liability or wrongdoing.

Future Employment. Executive agrees that Executive has no right to future employment at Company. Executive understands that former Company employees may only be rehired in exceptional circumstances in Company’s sole discretion. Executive further expressly waives and opts out of all future claims, whether asserted on an individual or class action basis, against any Released Party related to a decision not to hire Executive. If Executive is rehired by Company or any of its Affiliates within twelve (12) months following the Separation Date, then Executive may be required to repay a prorated portion of any Payments previously paid, as determined by Company.

Employment and Other Agreements; Amendment. Subject to Paragraph 6 & 9.a hereof, this Agreement supersedes all other understandings and agreements, oral or written, between the Parties with respect to the subject matter hereof (including the Employment Agreement), and constitutes the sole agreement between the Parties with respect to its subject matter. Provided, however, Executive acknowledges and agrees that the provisions of agreements (including the Award Agreements) and amendments thereto that Executive previously entered into with Company and its Affiliates that are intended to survive Executive's termination of employment, as well as the Indemnification Agreement, the Award Agreements and the agreements related to the Option, shall remain in full force and effect. This Agreement may not be modified or amended unless such modification or amendment is in writing and signed by both Parties.

Representation and Warranty. Except as disclosed to the Company in writing prior to the date Executive signs this Agreement, Executive represents and warrants that Executive is not aware of and has no knowledge, either direct or indirect, of (a) any legal or regulatory violations by the Company or its employees, agents, or Affiliates, or (b) any other matter involving non-compliance with any applicable law, statute, or regulation by the Company or its employees, agents, or Affiliates.

Successors. This Agreement shall be binding upon Executive and Company and their heirs, representatives, executors, administrators, successors, insurers, and assigns, and shall inure to the benefit of each and all of them and to their heirs, representatives, executors, administrators or assigns.

Applicable Law and Venue. This Agreement shall be interpreted in all respects by the internal laws of the State of Michigan. The exclusive venue for the resolution of any disputes shall be solely in the state and federal courts located in Oakland County, Michigan.

Remedies. In the event Executive breaches, or threatens to commit a breach of, any of the covenants in Paragraph 9, 10, 11, or 12, the Company shall have the right and remedy, without the necessity of proving actual damage, to enjoin, preliminarily and permanently, Executive from violating or threatening to violate such covenants and to have the covenants specifically enforced by any court or tribunal of competent jurisdiction. Such right and remedy shall be independent of any others and severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available to Company at law or in equity.

Severability. The fact that one or more paragraphs (or portion thereof) of this Agreement may be deemed invalid or unenforceable by any court shall not invalidate the remaining paragraphs or portions of such paragraphs of this Agreement.

THE UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT THEY HAVE CAREFULLY READ THE FOREGOING AGREEMENT, KNOW AND UNDERSTAND THE CONTENTS THEREOF, AND VOLUNTARILY SIGN THE SAME OF THEIR OWN FREE ACT WITHOUT ANY THREAT, COERCION, OR UNDUE INFLUENCE OF ANY KIND.

     EXECUTIVE
 
________________________________
 Laurie Hough
 
Date:  ____________________________
 
     CHAMPION HOMES, INC.
 
By:________________________________
Tim Larson, President & CEO
 
Date:  _______________________________

EXHIBIT A

This following constitutes Exhibit A to the Separation Agreement (the “Agreement”) entered into by and between Champion Homes, Inc., for itself, its subsidiaries, parents and related entities (collectively, the “Company”) and Laurie Hough (“Executive”). Any capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

Final Release of Claims. Executive hereby fully releases Company and all of its owners, partners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, subsidiaries, joint ventures, and Affiliates (including, without limitation, Champion Homes, Inc., and all agents, directors, officers, employees, representatives, and attorneys of such subsidiaries, joint ventures, and Affiliates) (collectively, "Released Parties"), and each of them, from any and all claims, liabilities, actions, or causes of action of any kind or character whatsoever, whether at law or in equity, whether known or unknown, whether contingent or absolute, which Executive may have against any of them. This is a general release of legal claims. This general release and waiver of claims includes, without limitation, claims under any state or federal constitution, statute, law, rule, regulation, or common-law principle of tort, contract, or equity, except for the obligations of the Company under this Agreement. This general release and waiver of claims includes, without limitation, claims for personal injuries, back pay, attorneys’ fees, losses or damage to real or personal property, economic loss or damage of any kind, breach of contract (express or implied, including the Employment Agreement), defamation, breach of any covenant of good faith (express or implied), tortious interference with contract, wrongful termination, business or personal tort (whether intentional or negligent), misrepresentation, or any other losses or expenses of any kind (whether arising in tort, contract, or by statute) arising out of Executive’s employment relationship with or separation from the Company and/or any other alleged acts or omissions by the Released Parties not expressly excluded herein. This general release and waiver of claims includes, without limitation, any federal, state, or other governmental statute, regulation, or ordinance, including, without limitation, those arising under or relating to qui tam, employment discrimination, termination of employment, retaliation, payment of wages or provision of benefits, and the following federal statutes (in each case as amended: Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act (“ADA”), the Genetic Information Nondiscrimination Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act (“FMLA”), the Fair Labor Standards Act (“FLSA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act ("OWBPA"), the Uniformed Services Employment and Reemployment Rights Act ("USERRA"), the Worker Adjustment and Retraining Notification (“WARN”) Act, the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and the Occupational Safety and Health Act (“OSHA”).

Claims that Are Not Released. Notwithstanding the foregoing, the release contained in this Exhibit A shall not release or waive: (i) any rights or claims that Executive might have which arise as a result of any conduct that occurs after Executive signs this Exhibit A; (ii) any rights or claims for benefits under or workers’ compensation law or for continuation rights under COBRA; (iii) any claims that by law cannot be waived in a private agreement between an employer and an employee, including (without limitation) the right to file a charge with or participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or any state or local fair employment practices agency; however, Executive waives any

right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on Executive’s behalf; (iv) rights to vested benefits under any applicable retirement and/or pension and/or deferred compensation plans; (v) rights under the applicable terms of equity plans and agreements (including the Award Agreement and agreements relating to the Options); and/or (vi) any claims to enforce the terms of the Agreement. Additionally, nothing contained herein shall be deemed to waive Executive’s right to directors and officers insurance coverage held by the Company or under the Skyline Champion Corporation Indemnification Agreement referenced in Section 9 of the Employment Agreement (the “Indemnification Agreement”).

Consideration and Revocation Periods. Executive is advised to consult with an attorney before signing this Exhibit A. Executive understands that Executive may take up to twenty-one (21) days following Executive's receipt of this Exhibit A to consider its terms. Executive understands that Executive may use as much or as little of this period as Executive chooses before signing this Exhibit A. Provided, however, Executive may not sign this Exhibit A before the Separation Date.

If Executive accepts this Exhibit A, Executive must sign it and return it to Alan Robertson (arobertson@championhomes.com). By signing this Exhibit A, Executive acknowledges that Executive was afforded a period of at least twenty-one (21) days in which to consider it.

Executive understands that Executive has a period of seven (7) days following the date of signing this Exhibit A within which to revoke this Agreement (the "Revocation Period"). To revoke this Exhibit A, Executive understands that Executive must provide written notification of revocation to Alan Robertson (arobertson@championhomes.com) within seven (7) days from the date Executive signed it. If Executive revokes her agreement to this Exhibit A, Executive shall not be entitled to or receive the Payments.

Return of Company Property. Executive acknowledges and agrees that Executive has returned any and all property of the Company or the Released Parties that is in Executive possession, including, without limitation, all keys, badges, access cards, computers, devices, equipment, passwords, access codes, Confidential Information, supplies, documents, files, reports, and any flash drives and memory devices on which information and data may have been recorded or saved. Executive may retain purely personal information (e.g., pay and performance records) and other similarly personal, non-Company, information.

Representation and Warranty. Except as disclosed to the Company in writing prior to the date Executive signs this Exhibit A, Executive represents and warrants that Executive is not aware of and has no knowledge, either direct or indirect, of (a) any legal or regulatory violations by the Company or its employees, agents, or Affiliates, or (b) any other matter involving non-compliance with any applicable law, statute, or regulation by the Company or its employees, agents, or Affiliates.

ACKNOWLEDGED AND AGREED:

Laurie Hough

Date:

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Tim Larson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Champion Homes, Inc.;

2. Based on my knowledge, this 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 such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:		February 4, 2026
By:		/s/ Tim Larson
		Tim Larson
		Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Laurie Hough, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Champion Homes, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:		February 4, 2026
By:		/s/ David McKinstray
		David McKinstray
		Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Champion Homes, Inc. (the “Registrant”) for the period ending December 27, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Registrant hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to his or her knowledge:

1. The Report fully complies with the requirements of Sections 13(a) - 15(e) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

     February 4, 2026

    

     /s/ Tim Larson

    

     Tim Larson

    

     Chief Executive Officer (Principal Executive Officer)

    

     /s/ David McKinstray

    

     David McKinstray

    

     Executive Vice President, Chief Financial Officer, and Treasurer

    

     (Principal Financial Officer)

    