10-Q

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 28, 2024

or

☐ 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 31, 2025: 57,275,954

CHAMPION HOMES, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of December 28, 2024 (unaudited) and March 30, 2024	1
Condensed Consolidated Income Statements (unaudited) for the three and nine months ended December 28, 2024 and December 30, 2023	2
Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended December 28, 2024 and December 30, 2023	3
Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended December 28, 2024 and December 30, 2023	4
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and nine months ended December 28, 2024 and December 30, 2023	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 5. Other Information	31
Item 6. Exhibits	32
SIGNATURES	33

i

EXPLANATORY NOTE

On August 5, 2024, Skyline Champion Corporation changed its name to Champion Homes, Inc., which we refer to in this Quarterly Report on Form 10-Q as the “name change.” Unless the context otherwise requires, references herein to the “Company,” “we,” “us,” or “our” refer to Skyline Champion Corporation for periods ending on or before the name change and to Champion Homes, Inc. for any references to the Company after the name change.

ii

Item 1. Financial Statements

Champion Homes, Inc.

Condensed Consolidated Balance Sheets

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

			March 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	581,753		$	495,063
Trade accounts receivable, net	68,441			64,632
Inventories, net	336,766			318,737
Other current assets	33,721			39,870
Total current assets	1,020,681			918,302
Long-term assets:
Property, plant, and equipment, net	304,166			290,930
Goodwill	357,973			357,973
Amortizable intangible assets, net	67,601			76,369
Deferred tax assets	29,644			26,878
Other noncurrent assets	257,404			252,889
Total assets	2,037,469		$	1,923,341
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Floorplan payable	88,198		$	91,286
Accounts payable	44,695			50,820
Other current liabilities	261,269			247,495
Total current liabilities	394,162			389,601
Long-term liabilities:
Long-term debt	24,696			24,669
Deferred tax liabilities	7,088			6,905
Other liabilities	83,224			79,796
Total long-term liabilities	115,008			111,370
Stockholders' Equity:
Common stock, 0.0277 par value, 115,000 shares authorized, 57,198 and 57,815 shares issued as of December 28, 2024 and March 30, 2024, respectively	1,587			1,605
Additional paid-in capital	582,673			568,203
Retained earnings	965,008			866,485
Accumulated other comprehensive loss	(20,969	)		(13,923	)
Total stockholders’ equity	1,528,299			1,422,370
Total liabilities and stockholders’ equity	2,037,469		$	1,923,341

All values are in US Dollars.

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 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Net sales	$	644,925		$	559,455		$	1,889,581		$	1,488,460
Cost of sales		463,903			418,183			1,378,011			1,101,026
Gross profit		181,022			141,272			511,570			387,434
Selling, general, and administrative expenses		108,214			85,091			316,696			219,984
Operating income		72,808			56,181			194,874			167,450
Interest (income), net		(3,991	)		(4,309	)		(12,977	)		(24,090	)
Other (income) expense		(2,158	)		756			(3,363	)		2,821
Income before income taxes		78,957			59,734			211,214			188,719
Income tax expense		16,698			12,764			45,809			44,811
Net income before equity in net loss of affiliates		62,259			46,970			165,405			143,908
Equity in net (income) loss of affiliates		(568	)		—			1,466			—
Net income		62,827			46,970			163,939			143,908
Net (income) attributable to non-controlling interest		(1,290	)		—			(1,874	)		—
Net income attributable to Champion Homes, Inc.	$	61,537		$	46,970		$	162,065		$	143,908
Net income attributable to Champion Homes, Inc. per share:
Basic	$	1.07		$	0.81		$	2.81		$	2.51
Diluted	$	1.06		$	0.81		$	2.79		$	2.49

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 28, 2024			December 30, 2023		December 28, 2024			December 30, 2023
Net income	$	62,827		$	46,970	$	163,939		$	143,908
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments		(7,540	)		2,408		(7,046	)		2,476
Total other comprehensive income (loss)		(7,540	)		2,408		(7,046	)		2,476
Total comprehensive income before non-controlling interests		55,287			49,378		156,893			146,384
Comprehensive (income) attributable to non-controlling interests		(1,290	)		—		(1,874	)		—
Comprehensive income attributable to Champion Homes, Inc.	$	53,997		$	49,378	$	155,019		$	146,384

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 28, 2024			December 30, 2023
Cash flows from operating activities
Net income	$	163,939		$	143,908
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		30,796			24,017
Amortization of deferred financing fees		280			255
Equity-based compensation		14,184			15,231
Deferred taxes		(2,464	)		(3,115	)
Loss on disposal of property, plant, and equipment		128			145
Foreign currency transaction loss (gain)		1,436			(184	)
Equity in net loss of affiliates		1,466			217
Dividends from equity method investment		1,011			—
Change in fair value of contingent consideration		7,912			—
Change in assets and liabilities:
Accounts receivable		(3,858	)		39,340
Floor plan receivables		(16,874	)		(4,978	)
Inventories		(18,902	)		47,696
Other assets		8,045			(10,756	)
Accounts payable		(4,762	)		(15,309	)
Accrued expenses and other liabilities		12,515			(17,850	)
Net cash provided by operating activities		194,852			218,617
Cash flows from investing activities
Additions to property, plant, and equipment		(37,971	)		(40,986	)
Cash paid for equity method investment		—			(2,250	)
Cash paid for investment in ECN common stock		—			(78,858	)
Cash paid for investment in ECN preferred stock		—			(64,520	)
Investment in floor plan loans		—			(18,466	)
Proceeds from floor plan loans		2,737			14,646
Acquisitions, net of cash acquired		—			(284,545	)
Proceeds from disposal of property, plant, and equipment		222			556
Net cash (used) in investing activities		(35,012	)		(474,423	)
Cash flows from financing activities
Changes in floor plan financing, net		(3,089	)		4,474
Payments on long term debt		(20	)		(67	)
Payments on repurchase of common stock		(59,999	)		—
Stock option exercises		285			506
Tax payments for equity-based compensation		(3,031	)		(983	)
Net cash (used in) provided by financing activities		(65,854	)		3,930
Effect of exchange rate changes on cash and cash equivalents		(7,296	)		2,330
Net increase (decrease) in cash and cash equivalents		86,690			(249,546	)
Cash and cash equivalents at beginning of period		495,063			747,453
Cash and cash equivalents at end of period	$	581,753		$	497,907

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 28, 2024
	Common Stock
	Shares			Amount			Additional<br>Paid in<br>Capital		Retained<br>Earnings			Accumulated<br>Other<br>Comprehensive<br>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 declared payable 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<br>Paid in<br>Capital		Retained<br>Earnings			Accumulated<br>Other<br>Comprehensive<br>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 declared payable 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
	Three months ended December 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock
	Shares		Amount		Additional<br>Paid in<br>Capital		Retained<br>Earnings		Accumulated<br>Other<br>Comprehensive<br>Loss			Total
Balance at September 30, 2023		57,162	$	1,587	$	530,645	$	821,628	$	(13,667	)	$	1,340,193
Net income		—		—		—		46,970		—			46,970
Equity-based compensation		—		—		4,288		—		—			4,288
Net common stock issued under equity-based compensation plans		19		—		247		—		—			247
Common stock issued for business combination		455		13		27,839		—		—			27,852
Foreign currency translation adjustments		—		—		—		—		2,408			2,408
Balance at December 30, 2023		57,636	$	1,600	$	563,019	$	868,598	$	(11,259	)	$	1,421,958
	Nine months ended December 30, 2023
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Common Stock
	Shares		Amount		Additional<br>Paid in<br>Capital		Retained<br>Earnings			Accumulated<br>Other<br>Comprehensive<br>Loss			Total
Balance at April 1, 2023		57,108	$	1,585	$	519,479	$	725,672		$	(13,735	)	$	1,233,001
Net income		—		—		—		143,908			—			143,908
Equity-based compensation		—		—		15,231		—			—			15,231
Net common stock issued under equity-based compensation plans		73		2		470		(982	)		—			(510	)
Common stock issued for business combination		455		13		27,839		—			—			27,852
Foreign currency translation adjustments		—		—		—		—			2,476			2,476
Balance at December 30, 2023		57,636	$	1,600	$	563,019	$	868,598		$	(11,259	)	$	1,421,958

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 28, 2024, the Company operated 43 manufacturing facilities throughout the United States (“U.S.”) and 5 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 72 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 29, 2024 (the “Fiscal 2024 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 2025,” will end on March 29, 2025 and will include 52 weeks. References to “fiscal 2024” refer to the Company’s fiscal year ended March 30, 2024. The three and nine months ended December 28, 2024 and December 30, 2023 each included 13 weeks and 39 weeks, respectively.

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 $2.1 million and $1.9 million at December 28, 2024 and March 30, 2024, respectively.

Floor plan receivables consist primarily of amounts loaned by the Company through Triad Financial Services, Inc. ("Triad") to certain independent retailers for purchases of homes manufactured by the Company, of which $32.2 million and $18.1 million was outstanding at December 28, 2024 and March 30, 2024, 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.

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 28, 2024 or March 30, 2024. 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 28, 2024, there were no floor plan receivables on nonaccrual status and the weighted-average age of the floor plan receivables was six months.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

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 the three months ended December 28, 2024 and December 30, 2023 was $0.7 million and $0.3 million, respectively. Interest income from floor plan receivables for the nine months ended December 28, 2024 and December 30, 2023 was $1.7 million and $0.9 million, respectively. Recently issued accounting pronouncements: In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which expands disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s expenses, interim segment profit or loss, and how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The update will be effective for annual periods beginning after December 15, 2023 (fiscal 2025). We are assessing the effect of this update on our consolidated financial statement disclosures.

In December 2023, the 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.

2. Business Combinations

Regional Homes Acquisition

On October 13, 2023, the Company acquired all of the outstanding equity interests in Regional Enterprises, LLC and related companies (collectively, "Regional Homes") for total purchase consideration of $316.9 million, net of assumed indebtedness and working capital adjustments. The purchase consideration consisted of net cash of $279.5 million, the issuance of 455,098 shares of common stock equal to approximately $27.9 million, and contingent consideration with an estimated fair value of $5.9 million. The contingent consideration is related to an earnout provision in the event certain conditions are met per the terms of the purchase agreement, with a maximum earnout amount of $25.0 million. The initial fair value of the earnout was established using a Monte Carlo simulation method and the resulting liability is recorded in other liabilities in the accompanying Condensed Consolidated Balance Sheets. In the first quarter of fiscal 2025, the method and timing of measuring the earnout was amended, which resulted in a charge of $7.9 million which is reflected in selling, general, and administrative expense in the accompanying Condensed Consolidated Income Statements. 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.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

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

Description	Amount
Fair value of consideration transferred
Fair value of Champion Homes, Inc. common stock issued as consideration (455,098 shares at $61.20)	$	27,852
Cash consideration, net of cash acquired		279,545
Working capital adjustment		3,644
Estimated earn out consideration		5,904
Total consideration	$	316,945
Purchase price allocations:
Trade accounts receivable		16,300
Inventories		138,933
Other current assets		3,002
Property, plant, and equipment, net		86,174
Amortizable intangible assets, net		41,800
Other noncurrent assets		10,640
Floor plan payable		(75,916	)
Accounts payable		(14,427	)
Other current liabilities		(35,662	)
Long-term debt		(12,233	)
Other liabilities		(3,065	)
Identifiable net assets acquired		155,546
Goodwill		161,399
Total purchase price	$	316,945

Trade accounts receivable, other assets, floor plan and accounts payable, long-term debt 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 $16.9 million in customer relationships and $24.9 million in trade names and are based on an independent appraisal. The fair value of customer relationships was determined using the multi-period excess earnings method and fair value of the trade name was determined using the relief-from-royalty method. The Company estimated that each intangible asset has 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 $86.2 million related to property, plant, and equipment and $41.8 million related to intangible assets were recorded in the accompanying consolidated balance sheet as of the acquisition date. For further information on acquired assets measured at fair value, see Note 5, Goodwill, Intangible Assets and Cloud Computing Arrangements.

The acquisition of Regional Homes was a taxable business combination. Therefore, the Company’s tax basis in the assets acquired and the liabilities assumed approximate the respective fair values at the acquisition date.

The following unaudited pro forma information presents a summary of the operating results for the three and nine months ended December 30, 2023, as if the acquisition of Regional Homes had been completed on April 3, 2022, which is the beginning of the comparable reporting period from the acquisition date:

	Three months ended		Nine months ended
	December 30, 2023		December 30, 2023
Pro forma net sales	$	568,045	$	1,750,936
Pro forma net income	$	47,058	$	159,351

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

3. Inventories, net

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

(Dollars in thousands)	December 28, 2024		March 30, 2024
Raw materials	$	106,268	$	101,429
Work in process		29,724		23,436
Finished goods and other		200,774		193,872
Total inventories, net	$	336,766	$	318,737

At December 28, 2024 and March 30, 2024, reserves for obsolete inventory were $9.5 million and $10.1 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 28, 2024 and December 30, 2023 was $7.8 million and $6.9 million, respectively. Depreciation expense for the nine months ended December 28, 2024 and December 30, 2023 was $22.0 million and $16.2 million, respectively.

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

(Dollars in thousands)	December 28, 2024			March 30, 2024
Land and improvements	$	77,941		$	72,188
Buildings and improvements		194,690			183,109
Machinery and equipment		158,664			142,870
Construction in progress		21,880			20,469
Property, plant, and equipment, at cost		453,175			418,636
Less: accumulated depreciation		(149,009	)		(127,706	)
Property, plant, and equipment, net	$	304,166		$	290,930

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 both December 28, 2024 and March 30, 2024, the Company had goodwill of $358.0 million. 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 28, 2024, there were no accumulated impairment losses related to goodwill.

Intangible Assets

The components of amortizable intangible assets were as follows:

(Dollars in thousands)	December 28, 2024									March 30, 2024
	Customer<br>Relationships<br>& Other			Trade<br>Names			Total			Customer<br>Relationships<br>& Other			Trade<br>Names			Total
Gross carrying amount	$	82,597		$	46,267		$	128,864		$	82,909		$	46,393		$	129,302
Accumulated amortization		(45,053	)		(16,210	)		(61,263	)		(39,825	)		(13,108	)		(52,933	)
Amortizable intangibles, net	$	37,544		$	30,057		$	67,601		$	43,084		$	33,285		$	76,369

During the three months ended December 28, 2024 and December 30, 2023, amortization of intangible assets was $2.9 million and $2.8 million, respectively. During the nine months ended December 28, 2024 and December 30, 2023, amortization of intangible assets was $8.8 million and $7.8 million, respectively.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

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 28, 2024 and March 30, 2024, the Company had capitalized cloud computing costs, net of amortization of $24.0 million and $25.7 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 the three months ended December 28, 2024 and December 30, 2023 was $1.0 million and $0.3 million, respectively. Amortization of capitalized cloud computing costs for the nine months ended December 28, 2024 and December 30, 2023 was $1.7 million and $0.7 million, respectively.

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. In connection with the share subscription agreement, the Company and Triad 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 earnings or losses of ECN are recorded on a three-month lag. For the three months ended December 28, 2024, the Company's share of ECN's earnings was $0.7 million. For the nine months ended December 28, 2024, the Company's share of ECN's earnings was $0.1 million. For the three and nine months ended December 30, 2023, the Company's share of ECN's losses was $0.2 million. 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 28, 2024 and March 30, 2024, the investment in the common stock of ECN totaled $71.0 million and $71.9 million, respectively, 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 28, 2024 was approximately $73.0 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 28, 2024 and March 30, 2024, 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 the three and nine months ended 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. For the three and nine months ended December 30, 2023, the Company reflected dividend income from the investment in the Preferred Shares of $0.6 million 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 the three and nine months ended December 28, 2024 and December 30, 2023, respectively. Triad also provides floor plan financing of the Company's products to Company-owned and independent retailers. At December 28, 2024, the Company had floor plan payables due to Triad of $31.9 million. At December 28, 2024, the Company had repurchase commitments of $118.5 million on independent retailer floor plan loans outstanding with Triad.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

7. Other Current Liabilities

The components of other current liabilities were as follows:

(Dollars in thousands)	December 28, 2024		March 30, 2024
Customer deposits	$	68,363	$	80,833
Accrued volume rebates		28,774		21,169
Accrued warranty obligations		44,446		39,176
Accrued compensation and payroll taxes		45,680		35,063
Accrued insurance		15,138		12,772
Accrued product liability - water intrusion		34,400		34,500
Other		24,468		23,982
Total other current liabilities	$	261,269	$	247,495

8. Accrued Warranty Obligations

Changes in the accrued warranty obligations were as follows:

	Three months ended						Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Balance at beginning of period	$	55,688		$	37,362		$	50,869		$	35,961
Warranty expense		16,762			17,494			53,581			45,327
Acquired warranty obligations		—			11,043			—			11,043
Cash warranty payments		(16,311	)		(15,833	)		(48,311	)		(42,265	)
Balance at end of period		56,139			50,066			56,139			50,066
Less: noncurrent portion in other long-term liabilities		(11,693	)		(9,385	)		(11,693	)		(9,385	)
Total current portion	$	44,446		$	40,681		$	44,446		$	40,681

9. Debt and Floor Plan Payable

Long-term debt consisted of the following:

(Dollars in thousands)	December 28, 2024		March 30, 2024
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		4,916		4,889
Revolving credit facility maturing in 2026		—		—
Total long-term debt	$	24,696	$	24,669

On July 7, 2021, the Company entered into an 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 ("Amended Credit Agreement"). The Amended Credit Agreement replaced the Company's previously existing $100.0 million revolving credit facility. The 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 2026, and has no scheduled amortization.

On May 18, 2023, the Company further amended the Amended Credit Agreement, which removed references to the London Interbank Offer Rate ("LIBOR") and clarified language pertaining to the Secured Overnight Financing Rate ("SOFR") in regards to the interest rate on borrowings. The interest rate on borrowings under the Amended Credit Agreement is based on SOFR plus a SOFR adjustment, plus an interest rate spread. The interest rate spread adjusts based on the consolidated total net leverage of the Company from a high of 1.875% when the consolidated total net leverage ratio is equal to or greater than 2.25:1.00, to a low of 1.125% when the consolidated total net leverage ratio is below 0.50:1.00. Alternatively for same day borrowings, the interest rate is based on an Alternative Base Rate ("ABR") plus an interest rate spread that ranges from a high of 0.875% to a low of 0.125% based on the consolidated total net leverage ratio. In addition, the Company is obligated to pay an unused line fee ranging between 0.15% and 0.3% depending on the consolidated total net leverage ratio, in respect of

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

unused commitments under the Amended Credit Agreement. At December 28, 2024, the interest rate under the Amended Credit Agreement was 5.58% and letters of credit issued under the Amended Credit Agreement totaled $31.5 million. Available borrowing capacity under the Amended Credit Agreement as of December 28, 2024 was $168.5 million.

The 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 28, 2024.

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 28, 2024, including related costs and fees, was 5.27%. The industrial revenue bonds require lump-sum payments of principal upon maturity in

2029

and are secured by the assets of certain manufacturing facilities. As part of the acquisition of Regional Homes, the Company assumed 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 28, 2024 was 5.42%. The notes are secured by certain assets of Regional Homes. In addition, the Company assumed 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.

Floor Plan Payable

The Company’s retail operations utilize floor plan financing to fund the purchase of manufactured homes for display or resale. At December 28, 2024 and March 30, 2024, the Company had outstanding borrowings on floor plan financing agreements of $88.2 million and $91.3 million, respectively. Total credit line capacity provided under the agreements was $223.0 million as of December 28, 2024. The weighted average interest rate on the floor plan payable was 7.14% at December 28, 2024. Borrowings are secured by the homes and are required to be repaid when the Company sells the related home to a customer.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

10. Revenue Recognition

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

	Three months ended December 28, 2024
(Dollars in thousands)	U.S.<br>Factory-Built<br>Housing		Canadian<br>Factory-Built<br>Housing		Corporate/<br>Other		Total
Manufacturing	$	386,398	$	25,692	$	—	$	412,090
Retail		224,359		—		—		224,359
Transportation/Other		—		—		8,476		8,476
Total	$	610,757	$	25,692	$	8,476	$	644,925
	Nine months ended December 28, 2024
(Dollars in thousands)	U.S.<br>Factory-Built<br>Housing		Canadian<br>Factory-Built<br>Housing		Corporate/<br>Other		Total
Manufacturing	$	1,145,198	$	68,725	$	—	$	1,213,923
Retail		652,219		—		—		652,219
Transportation/Other		—		—		23,439		23,439
Total	$	1,797,417	$	68,725	$	23,439	$	1,889,581
	Three months ended December 30, 2023
(Dollars in thousands)	U.S.<br>Factory-Built<br>Housing		Canadian<br>Factory-Built<br>Housing		Corporate/<br>Other		Total
Manufacturing	$	337,981	$	30,803	$	—	$	368,784
Retail		183,143		—		—		183,143
Transportation		—		—		7,528		7,528
Total	$	521,124	$	30,803	$	7,528	$	559,455
	Nine months ended December 30, 2023
(Dollars in thousands)	U.S.<br>Factory-Built<br>Housing		Canadian<br>Factory-Built<br>Housing		Corporate/<br>Other		Total
Manufacturing	$	1,035,235	$	86,179	$	—	$	1,121,414
Retail		342,806		—		—		342,806
Transportation		—		—		24,240		24,240
Total	$	1,378,041	$	86,179	$	24,240	$	1,488,460

11. Income Taxes

For the three months ended December 28, 2024 and December 30, 2023, the Company recorded $16.7 million and $12.8 million of income tax expense and had an effective tax rate of 21.1% and 21.4%, respectively. For the nine months ended December 28, 2024 and December 30, 2023, the Company recorded $45.8 million and $44.8 million of income tax expense and had an effective tax rate of 21.7% and 23.7% respectively.

The Company’s effective tax rate for the three and nine months ended December 28, 2024 and December 30, 2023, 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.

At December 28, 2024, the Company had no unrecognized tax benefits.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

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 28, 2024		December 30, 2023			December 28, 2024		December 30, 2023
Numerator:
Net income attributable to Champion Homes, Inc.	$	61,537	$	46,970		$	162,065	$	143,908
Denominator:
Basic weighted-average shares outstanding		57,407		57,644			57,640		57,364
Dilutive securities		614		492			537		478
Diluted weighted-average shares outstanding		58,021		58,136			58,177		57,842
Basic net income per share	$	1.07	$	0.81		$	2.81	$	2.51
Diluted net income per share	$	1.06	$	0.81		$	2.79	$	2.49

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

Selected financial information by reportable segment was as follows:

	Three months ended						Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Net sales:
U.S. Factory-built Housing	$	610,757		$	521,124		$	1,797,417		$	1,378,041
Canadian Factory-built Housing		25,692			30,803			68,725			86,179
Corporate/Other		8,476			7,528			23,439			24,240
Consolidated net sales	$	644,925		$	559,455		$	1,889,581		$	1,488,460
Operating income:
U.S. Factory-built Housing EBITDA	$	97,449		$	71,862		$	264,918		$	210,847
Canadian Factory-built Housing EBITDA		4,573			6,473			10,431			17,000
Corporate/Other EBITDA		(17,105	)		(13,271	)		(49,656	)		(39,201	)
Other (income) expense		(2,158	)		756			(3,363	)		2,821
Depreciation		(7,784	)		(6,862	)		(22,029	)		(16,195	)
Amortization		(2,889	)		(2,777	)		(8,767	)		(7,822	)
Equity in net (income) loss of affiliates		(568	)		—			1,466			—
Net income attributable to non-controlling interest		1,290			—			1,874			—
Consolidated operating income	$	72,808		$	56,181		$	194,874		$	167,450
Depreciation:
U.S. Factory-built Housing	$	7,172		$	6,332		$	20,220		$	14,658
Canadian Factory-built Housing		462			372			1,347			1,084
Corporate/Other		150			158			462			453
Consolidated depreciation	$	7,784		$	6,862		$	22,029		$	16,195
Amortization of U.S. Factory-built Housing intangible assets:	$	2,889		$	2,777		$	8,767		$	7,822
Capital expenditures:
U.S. Factory-built Housing	$	12,124		$	16,670		$	34,116		$	38,091
Canadian Factory-built Housing		213			1,091			1,087			2,032
Corporate/Other		807			378			2,768			863
Consolidated capital expenditures	$	13,144		$	18,139		$	37,971		$	40,986
(Dollars in thousands)							December 28, 2024			March 30, 2024
Total Assets:
U.S. Factory-built Housing (1)							$	1,235,694		$	1,239,338
Canadian Factory-built Housing (1)								131,779			132,420
Corporate/Other (1)								669,996			551,583
Consolidated total assets							$	2,037,469		$	1,923,341

• 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.

Champion Homes, Inc.

Notes to Condensed Consolidated Financial Statements - Continued

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 28, 2024 and $1.8 million at March 30, 2024, respectively. Excluding the resale value of the homes, the contingent repurchase obligation as of December 28, 2024 was estimated to be $253.0 million. Losses incurred on homes repurchased were immaterial during the three and nine months ended December 28, 2024 and December 30, 2023.

At December 28, 2024, the Company was contingently obligated for $31.5 million under letters of credit, consisting of $12.7 million to support long-term debt, $18.5 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 $19.6 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.

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 certain homes constructed over that period that 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 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 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. The liability, net of $0.1 million of remediation payments made during the third quarter of fiscal 2025, is included in other current liabilities in the accompanying Condensed Consolidated Balance Sheets.

Based on the Company's investigation into the cause of the water intrusion, including third-party testing of the material at issue, the Company believes it is possible that it will recover some or all of the estimated remediation costs. The Company will attempt to recover those costs from the manufacturer of the material, the distributor of the material, their related insurance providers or from the Company's insurance providers. However, the Company is unable to record an offset for any estimated costs at this time in accordance with U.S. GAAP.

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, 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 43 manufacturing facilities throughout the U.S. and five 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 72 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 and Expansions

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. The current economic environment drives 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 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 Home's strong presence in large HUD markets expanded our captive retail and manufacturing distribution in that region. In July 2022, the Company acquired 12 Factory Expo retail sales centers from Alta Cima Corporation, which expanded the internal retail network across a broader portion of the U.S. In May 2022, the Company acquired Manis Custom Builders, Inc. ("Manis") in order to expand its manufacturing footprint and further streamline its product offering in the Southeast U.S.

In addition to those acquisitions, the Company is also focused on enhancing its U.S. manufacturing production capacity through various plant start-ups in strategic locations. As a result, the Company began production in previously idled or acquired facilities in Decatur, Indiana and Bartow, Florida in fiscal 2024 and a facility in Pembroke, North Carolina in the fourth quarter of fiscal 2023. The Company owns 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.

The Company's acquisitions and investments 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.

Because of the need for affordable housing, the Company saw an increase in customer orders during the nine months ended December 28, 2024 versus the same period last year. As a result of the increased orders the Company's manufacturing backlog was $312.6 million as of December 28, 2024 compared to $290.4 million as of December 30, 2023.

For the nine months ended December 28, 2024, approximately 87% 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 71,968 and 61,622 units during the eight months ended November 30, 2024 and 2023, respectively. Based on industry data, the Company’s U.S. wholesale market share of HUD code homes sold was 22.2% and 18.9%, for the eight months ended November 30, 2024 and 2023, 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 market share in the U.S total housing market was approximately 2.5% and 2.1% for the nine months ended December 28, 2024 and December 30, 2023, respectively.

UNAUDITED RESULTS OF OPERATIONS FOR THE THIRD QUARTER OF FISCAL 2025 VS. 2024

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023
Income Statements Data:
Net sales	$	644,925		$	559,455
Cost of sales		463,903			418,183
Gross profit		181,022			141,272
Selling, general, and administrative expenses		108,214			85,091
Operating income		72,808			56,181
Interest income, net		(3,991	)		(4,309	)
Other (income) expense		(2,158	)		756
Income before income taxes		78,957			59,734
Income tax expense		16,698			12,764
Net income before equity in net income of affiliates		62,259			46,970
Equity in net income of affiliates		(568	)		—
Net income	$	62,827		$	46,970
Net (income) attributable to non-controlling interest		(1,290	)		—
Net income attributable to Champion Homes, Inc.	$	61,537		$	46,970
Reconciliation of Adjusted EBITDA:
Net income attributable to Champion Homes, Inc.	$	61,537		$	46,970
Income tax expense		16,698			12,764
Interest income, net		(3,991	)		(4,309	)
Depreciation and amortization		10,673			9,639
Equity in net income of ECN		(656	)		—
Transaction costs		—			1,188
Other		(1,000	)		—
Adjusted EBITDA	$	83,261		$	66,252
As a percent of net sales:
Gross profit		28.1	%		25.3	%
Selling, general, and administrative expenses		16.8	%		15.2	%
Operating income		11.3	%		10.0	%
Net income attributable to Champion Homes, Inc.		9.5	%		8.4	%
Adjusted EBITDA		12.9	%		11.8	%

NET SALES

The following table summarizes net sales for the three months ended December 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024		December 30, 2023		Change		%<br>Change
Net sales	$	644,925	$	559,455				15.3	%
U.S. manufacturing and retail net sales	$	610,757	$	521,124				17.2	%
U.S. homes sold		6,437		5,643				14.1	%
U.S. manufacturing and retail average home selling price		94.9	$	92.3				2.8	%
Canadian manufacturing net sales	$	25,692	$	30,803		)		(16.6	%)
Canadian homes sold		209		249		)		(16.1	%)
Canadian manufacturing average home selling price	$	122.9	$	123.7		)		(0.6	%)
Corporate/Other net sales	$	8,476	$	7,528				12.6	%
U.S. manufacturing facilities in operation at end of period		43		43
U.S. retail sales centers in operation at end of period		72		73
Canadian manufacturing facilities in operation at end of period		5		5

All values are in US Dollars.

Net sales for the three months ended December 28, 2024 were $644.9 million, an increase of $85.5 million, or 15.3%, compared to the three months ended December 30, 2023. 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 $89.6 million, or 17.2%, for the three months ended December 28, 2024 compared to the three months ended December 30, 2023. The increase was due to a 14.1% increase in new homes sold and a 2.8% increase in the average selling price per new home. The increase in the number of homes sold was due to higher customer demand and production volumes compared to the prior year, as well as an additional 2 weeks of activity from Regional Homes in the current quarter. The increase in average selling price was due to the increase in the number of units sold through our company-owned retail sales centers. The mix of wholesale unit sales sold to independent channels versus homes sold through our company-owned retail sales centers impacts average selling price since we capture revenue from additional installation services for homes sold through internal channels.

Canadian Factory-built Housing:

The Canadian Factory-built Housing segment net sales decreased by $5.1 million, or 16.6% for the three months ended December 28, 2024 compared to the same period in the prior fiscal year, primarily due to a 16.1% decrease in homes sold and a 0.6% decrease in average home selling price. The decrease in homes sold is due to slowing demand for housing in the Canadian market. On a constant currency basis, net sales for the Canadian segment were favorably impacted by approximately $0.1 million due to fluctuations in the translation of the Canadian dollar to the U.S. dollar during the three months ended December 28, 2024 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 three months ended December 28, 2024, net sales increased $0.9 million, or 12.6%, primarily attributable to revenue generated from Champion Financing, partially offset by lower recreational vehicle shipments from the Company's transportation business.

GROSS PROFIT

The following table summarizes gross profit for the three months ended December 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change		%<br>Change
Gross profit:
U.S. Factory-built Housing	$	167,507		$	128,050					30.8	%
Canadian Factory-built Housing		6,781			9,066			)		(25.2	%)
Corporate/Other		6,734			4,156					62.0	%
Total gross profit	$	181,022		$	141,272					28.1	%
Gross profit as a percent of net sales		28.1	%		25.3	%

All values are in US Dollars.

Gross profit as a percent of sales during the three months ended December 28, 2024 was 28.1% compared to 25.3% during the three months ended December 30, 2023. 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 $39.5 million, or 30.8%, during the three months ended December 28, 2024 compared to the same period in the prior fiscal year. Gross profit was 27.4% as a percent of segment net sales for the three months ended December 28, 2024 compared to 24.6% in the same period of the prior fiscal year. The increase in gross profit as a percent of segment net sales is being driven by higher average selling prices on new homes sold through our Company-owned retail sales centers, which also generated a greater percentage of total segment revenue than the prior year as well as lower input costs and synergies realized from the acquisition of Regional Homes.

Canadian Factory-built Housing:

Gross profit for the Canadian Factory-built Housing segment decreased by $2.3 million, or 25.2%, during the three months ended December 28, 2024 compared to the same period in the prior fiscal year. The decrease in gross profit is primarily due to lower sales volumes and average selling prices caused by slowing demand. Gross profit as a percent of net sales was 26.4% for the three months ended December 28, 2024, compared to 29.4% in the same period of the prior year, primarily due to less absorption of fixed costs due to lower sales volumes.

Corporate/Other:

Gross profit for the Corporate/Other segment increased $2.6 million, or 62.0%, during the three months ended December 28, 2024 compared to the same period of the prior fiscal year due primarily to the inclusion of 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 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change		%<br>Change
Selling, general, and administrative expenses:
U.S. Factory-built Housing	$	80,121		$	65,298					22.7	%
Canadian Factory-built Housing		2,670			2,965			)		(9.9	%)
Corporate/Other		25,423			16,828					51.1	%
Total selling, general, and administrative expenses	$	108,214		$	85,091					27.2	%
Selling, general, and administrative expense as a percent of net sales		16.8	%		15.2	%

All values are in US Dollars.

Selling, general, and administrative expenses were $108.2 million for the three months ended December 28, 2024, an increase of $23.1 million, or 27.2%, 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 $14.8 million, or 22.7%, during the three months ended December 28, 2024 as compared to the same period in the prior fiscal year. SG&A, as a percent of segment net sales increased to 13.1% for the three months ended December 28, 2024 compared to 12.5% during the comparable period of the prior fiscal year. The increase in SG&A as a percent of segment sales was due to higher sales volumes through our Company-owned retail sales centers which incur a higher percent of SG&A than wholesale sales to independent retailers. Additionally, we incurred higher incentive compensation during the period, which is generally based on sales volume or a measure of profitability.

Canadian Factory-built Housing:

Selling, general, and administrative expenses for the Canadian Factory-built Housing segment decreased $0.3 million, or 9.9%, for the three months ended December 28, 2024 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 10.4% for the three months ended December 28, 2024 compared to 9.6% during the comparable period of the prior fiscal year due to decreased leverage of fixed costs as a result of the reduction in sales during the period.

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 increased $8.6 million, or 51.1%, during the three months ended December 28, 2024 as compared to the same period of the prior fiscal year. The increase was due primarily to investments made in people and information systems to support future growth.

INTEREST (INCOME), NET

The following table summarizes the components of interest (income), net for the three months ended December 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change	%<br>Change
Interest expense	$	2,099		$	1,927				8.9	%
Less: interest income		(6,090	)		(6,236	)			(2.3	%)
Interest (income), net	$	(3,991	)	$	(4,309	)			(7.4	%)
Average outstanding floor plan payable	$	87,088		$	70,564
Average outstanding long-term debt	$	24,693		$	23,168
Average cash balance	$	575,992		$	599,531

All values are in US Dollars.

Interest income, net was $4.0 million for the three months ended December 28, 2024, compared to $4.3 million in the same period of the prior fiscal year. The change was primarily due to lower interest income from lower average invested cash balances and higher interest expense from higher average outstanding floor plan payables.

OTHER (INCOME) EXPENSE

The following table summarizes other expense for the three months ended December 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023		Change		%<br>Change
Other (income) expense	$	(2,158	)	$	756		)		(385.4	%)

All values are in US Dollars.

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 insurance proceeds for partial settlement of certain Champion Home Builders’ pre-bankruptcy workers' compensation claims. Other expense for the three months ended December 30, 2023 primarily related to $1.2 million of transaction costs incurred for the acquisition of Regional Homes, partially offset by dividend income of $0.6 million from the investment in ECN Preferred Shares.

INCOME TAX EXPENSE

The following table summarizes income tax expense for the three months ended December 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change	%<br>Change
Income tax expense	$	16,698		$	12,764				30.8	%
Effective tax rate		21.1	%		21.4	%

All values are in US Dollars.

Income tax expense for the three months ended December 28, 2024 was $16.7 million, representing an effective tax rate of 21.1%, compared to income tax expense of $12.8 million, representing an effective tax rate of 21.4% for the three months ended December 30, 2023.

The Company’s effective tax rate for the three months ended December 28, 2024 and December 30, 2023, 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 OF AFFILIATES

The following table summarizes equity in net income of affiliates for the three months ended December 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023		Change		%<br>Change
Equity in net income of affiliates	$	(568	)	$	—		)		100.0	%

All values are in US Dollars.

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 $0.6 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 unconsolidated affiliates of $0.1 million.

NON-CONTROLLING INTEREST

The following table summarizes net income attributable to non-controlling interest for the three months ended December 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023		Change		%<br>Change
Net income attributable to non-controlling interest	$	(1,290	)	$	—		)		100.0	%

All values are in US Dollars.

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 28, 2024 and December 30, 2023:

	Three months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change		%<br>Change
Net income attributable to Champion Homes, Inc.	$	61,537		$	46,970					31.0	%
Income tax expense		16,698			12,764					30.8	%
Interest income, net		(3,991	)		(4,309	)				(7.4	%)
Depreciation and amortization		10,673			9,639					10.7	%
Equity in net income of ECN		(656	)		—			)	*
Transaction costs		—			1,188			)	*
Other		(1,000	)		—			)	*
Adjusted EBITDA	$	83,261		$	66,252					25.7	%

All values are in US Dollars.

* indicates that the calculated percentage is not meaningful

Adjusted EBITDA for the three months ended December 28, 2024 was $83.3 million, an increase of $17.0 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.

UNAUDITED INCOME STATEMENTS FOR THE FIRST NINE MONTHS OF FISCAL 2025 VS. 2024

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023
Income Statements Data:
Net sales	$	1,889,581		$	1,488,460
Cost of sales		1,378,011			1,101,026
Gross profit		511,570			387,434
Selling, general, and administrative expenses		316,696			219,984
Operating income		194,874			167,450
Interest income, net		(12,977	)		(24,090	)
Other (income) expense		(3,363	)		2,821
Income before income taxes		211,214			188,719
Income tax expense		45,809			44,811
Net income before equity in net loss of affiliates		165,405			143,908
Equity in net loss of affiliates		1,466			—
Net income	$	163,939		$	143,908
Net (income) attributable to non-controlling interest		(1,874	)		—
Net income attributable to Champion Homes, Inc.	$	162,065		$	143,908
Reconciliation of Adjusted EBITDA:
Net income attributable to Champion Homes, Inc.	$	162,065		$	143,908
Income tax expense		45,809			44,811
Interest (income), net		(12,977	)		(24,090	)
Depreciation and amortization		30,796			24,017
Equity in net (income) of ECN		(135	)		—
Change in fair value of contingent consideration		7,912			—
Transaction costs		—			3,253
Other		(1,000	)		—
Adjusted EBITDA	$	232,470		$	191,899
As a percent of net sales:
Gross profit		27.1	%		26.0	%
Selling, general, and administrative expenses		16.8	%		14.8	%
Operating income		10.3	%		11.2	%
Net income attributable to Champion Homes, Inc.		8.6	%		9.7	%
Adjusted EBITDA		12.3	%		12.9	%

NET SALES

The following table summarizes net sales for the nine months ended December 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024		December 30, 2023		Change		%<br>Change
Net sales	$	1,889,581	$	1,488,460				26.9	%
U.S. manufacturing and retail net sales	$	1,797,417	$	1,378,041				30.4	%
U.S. homes sold		19,332		15,302				26.3	%
U.S. manufacturing and retail average home selling price	$	93.0	$	90.1				3.3	%
Canadian manufacturing net sales	$	68,725	$	86,179		)		20.3	%
Canadian homes sold		555		702		)		20.9	%
Canadian manufacturing average home selling price	$	123.8	$	122.8				0.8	%
Corporate/Other net sales	$	23,439	$	24,240		)		3.3	%
U.S. manufacturing facilities in operation at end of period		43		43
U.S. retail sales centers in operation at end of period		72		73
Canadian manufacturing facilities in operation at end of period		5		5

All values are in US Dollars.

Net sales for the nine months ended December 28, 2024 were $1.9 billion, an increase of $401.1 million, or 26.9%, compared to the nine months ended December 30, 2023. 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 $419.4 million, or 30.4%, for the nine months ended December 28, 2024 compared to the nine months ended December 30, 2023. The increase was primarily due to the inclusion of $447.3 million of net sales from Regional Homes in fiscal 2025 compared to $119.7 million in the prior-year period, which represented approximately 2.5 months of operations from the date of acquisition through December 30, 2023. The number of homes sold during the period increased 26.3% and the total average home selling price increased 3.3%. The increase in the number of homes sold was due to higher customer demand and production volumes compared to the prior year and the inclusion of Regional Homes sales for all of the first nine months of fiscal 2025 compared to 2.5 months in the prior year period. The increase in average selling price was due primarily to the increase in the number of units sold through our company-owned retail sales centers, also in part a result of the addition of Regional Homes. The mix of wholesale unit sales versus homes sold through our company-owned retail sales centers impacts average selling price. During the nine months ended December 28, 2024, wholesale average selling price per new home decreased due to changes in product mix, including customers choosing homes with fewer or lower cost options.

Canadian Factory-built Housing:

The Canadian Factory-built Housing segment net sales decreased by $17.5 million, or 20.3% for the nine months ended December 28, 2024 compared to the same period in the prior fiscal year, primarily due to a 20.9% decrease in homes sold, partially offset by a 0.8% increase in average home selling price. The decrease in homes sold is due to slowing demand in the Canadian market. 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 28, 2024 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 28, 2024, net sales decreased $0.8 million, or 3.3%, primarily attributable to a decrease in recreational vehicle shipments, offset in part by the inclusion of Champion Financing.

GROSS PROFIT

The following table summarizes gross profit for the nine months ended December 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change		%<br>Change
Gross profit:
U.S. Factory-built Housing	$	478,167		$	351,558					36.0	%
Canadian Factory-built Housing		16,970			24,101			)		29.6	%
Corporate/Other		16,433			11,775					39.6	%
Total gross profit	$	511,570		$	387,434					32.0	%
Gross profit as a percent of net sales		27.1	%		26.0	%

All values are in US Dollars.

Gross profit as a percent of sales during the nine months ended December 28, 2024 was 27.1% compared to 26.0% 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 $126.6 million or 36.0%, during the nine months ended December 28, 2024 compared to the same period in the prior fiscal year. The increase in gross profit was driven by higher unit volume due to higher customer demand and the addition of Regional Homes. Gross profit was 26.6% as a percent of segment net sales for the nine months ended December 28, 2024 compared to 25.5% in the same period of the prior fiscal year. The increase in gross profit as a percent of segment net sales is driven by a greater percentage of homes sold through our company-owned retail sales centers and lower manufacturing input costs.

Canadian Factory-built Housing:

Gross profit for the Canadian Factory-built Housing segment decreased by $7.1 million, or 29.6% during the nine months ended December 28, 2024 compared to the same period in the prior fiscal year. The decrease in gross profit is primarily due to lower sales volumes.

Gross profit as a percent of net sales was 24.7% for the nine months ended December 28, 2024, compared to 28.0% in the same period of the prior year, primarily the result of decreased leverage of fixed manufacturing costs.

Corporate/Other:

Gross profit for the Corporate/Other segment increased $4.7 million, or 39.6%, during the nine months ended December 28, 2024 compared to the same period of the prior fiscal year. Gross profit increased as a result of the revenue mix in the Company's transportation operations and the inclusion of 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 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change		%<br>Change
Selling, general, and administrative expenses:
U.S. Factory-built Housing	$	242,236		$	163,191					48.4	%
Canadian Factory-built Housing		7,886			8,185			)		(3.7	%)
Corporate/Other		66,574			48,608					37.0	%
Total selling, general, and administrative expenses	$	316,696		$	219,984					44.0	%
Selling, general, and administrative expense as a percent of net sales		16.8	%		14.8	%

All values are in US Dollars.

Selling, general, and administrative expenses were $316.7 million for the nine months ended December 28, 2024, an increase of $96.7 million, or 44.0%, 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 $79.0 million, or 48.4%, during the nine months ended December 28, 2024 as compared to the same period in the prior fiscal year. Selling, general, and administrative expenses, as a percent of segment net sales increased to 13.5% for the nine months ended December 28, 2024 compared to 11.8% during the comparable period of the prior fiscal year. The increases were primarily due to the inclusion of Regional Homes for the full period of fiscal 2025 compared to 2.5 months in the prior period, as well as 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. Additionally, incentive compensation costs, which are generally based on sales volume or measures of profitability, increased in the current period.

Canadian Factory-built Housing:

Selling, general, and administrative expenses for the Canadian Factory-built Housing segment were lower by $0.3 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 11.5% for the nine months ended December 28, 2024 compared to 9.5% during the comparable period of the prior fiscal year due to less absorption of fixed costs caused by lower sales.

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 increased $18.0 million, or 37.0%, during the nine months ended December 28, 2024 as compared to the same period of the prior fiscal year due primarily to higher incentive compensation and investments made in people and information systems to support future growth.

INTEREST (INCOME), NET

The following table summarizes the components of interest (income), net for the nine months ended December 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change	%<br>Change
Interest expense	$	6,409		$	2,666				140.4	%
Less: interest income		(19,386	)		(26,756	)			(27.5	%)
Interest (income), net	$	(12,977	)	$	(24,090	)			(46.1	%)
Average outstanding floor plan payable	$	89,742		$	23,348
Average outstanding long-term debt	$	24,683		$	15,983
Average cash balance	$	538,408		$	679,489

All values are in US Dollars.

Interest (income), net was $13.0 million for the nine months ended December 28, 2024, compared to $24.1 million in the same period of the prior fiscal year. The change was primarily due to lower interest income from lower average invested cash balances and higher interest expense from higher average floor plan payables and long-term debt balances assumed in the acquisition of Regional Homes.

OTHER (INCOME) EXPENSE

The following table summarizes other (income) expense for the nine months ended December 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023		Change		%<br>Change
Other (income) expense	$	(3,363	)	$	2,821		)		(219.2	%)

All values are in US Dollars.

Other (income) of $3.4 million for the nine months ended December 28, 2024 represents dividend income of $2.4 million from the investment in ECN Preferred shares and $1.0 million insurance proceeds for partial settlement of certain Champion Home Builders’ pre-bankruptcy workers' compensation claims. Other expense of $2.8 million for the nine months ended December 30, 2023 represents transaction costs incurred for the acquisition of Regional Homes of $3.3 million, partially offset by dividend income of $0.6 million from the investment in ECN Preferred Shares.

INCOME TAX EXPENSE

The following table summarizes income tax expense for the nine months ended December 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change	%<br>Change
Income tax expense	$	45,809		$	44,811				2.2	%
Effective tax rate		21.7	%		23.7	%

All values are in US Dollars.

Income tax expense for the nine months ended December 28, 2024 was $45.8 million, representing an effective tax rate of 21.7%, compared to income tax expense of $44.8 million, representing an effective tax rate of 23.7% for the nine months ended December 30, 2023. The effective tax rate for the nine months ended December 28, 2024 was positively impacted by an increase in recognition of tax credits related to the sale of energy efficient homes.

The Company’s effective tax rates for the nine months ended December 28, 2024 and December 30, 2023 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 LOSS OF AFFILIATES

The following table summarizes equity in net loss of affiliates for the nine months ended December 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024		December 30, 2023		Change	%<br>Change
Equity in net loss of affiliates	$	1,466	$	—			100.0	%

All values are in US Dollars.

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 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 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023		Change		%<br>Change
Net income attributable to non-controlling interest	$	(1,874	)	$	—		)		100.0	%

All values are in US Dollars.

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 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023			Change		%<br>Change
Net income attributable to Champion Homes, Inc.	$	162,065		$	143,908					12.6	%
Income tax expense		45,809			44,811					2.2	%
Interest income, net		(12,977	)		(24,090	)				(46.1	%)
Depreciation and amortization		30,796			24,017					28.2	%
Equity in net income of ECN		(135	)		—			)	*
Change in fair value of contingent consideration		7,912			—				*
Transaction costs		—			3,253			)	*
Other		(1,000	)		—			)	*
Adjusted EBITDA	$	232,470		$	191,899					21.1	%

All values are in US Dollars.

* indicates that the calculated percentage is not meaningful

Adjusted EBITDA for the nine months ended December 28, 2024 was $232.5 million, an increase of $40.6 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, Those increases are primarily a result of the inclusion of Regional Homes for the full period of fiscal 2025 compared to 2.5 months in the prior year period.

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 (income) expense, 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 28, 2024 totaled $312.6 million compared to $290.4 million at December 30, 2023. The increase in backlog is due to higher net orders compared to the prior fiscal year.

Liquidity and Capital Resources

Sources and Uses of Cash

The following table presents summary cash flow information for the nine months ended December 28, 2024 and December 30, 2023:

	Nine months ended
(Dollars in thousands)	December 28, 2024			December 30, 2023
Net cash provided by (used in):
Operating activities	$	194,852		$	218,617
Investing activities		(35,012	)		(474,423	)
Financing activities		(65,854	)		3,930
Effect of exchange rate changes on cash, cash equivalents		(7,296	)		2,330
Net increase (decrease) in cash and cash equivalents		86,690			(249,546	)
Cash and cash equivalents at beginning of period		495,063			747,453
Cash and cash equivalents at end of period	$	581,753		$	497,907

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 has an Amended Credit Agreement which provides for a $200.0 million revolving credit facility, including a $45.0 million letter of credit sub-facility. At December 28, 2024, $168.5 million was available for borrowing under the 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 $194.9 million for the nine months ended December 28, 2024 compared to $218.6 million for the nine months ended December 30, 2023. The decrease was primarily driven by less favorable changes in working capital items during the first nine months of fiscal 2025 as compared to the same period of the prior year, partially offset by higher income before non-cash charges.

Cash used in investing activities was $35.0 million for the nine months ended December 28, 2024 compared to $474.4 million for the nine months ended December 30, 2023. The decrease in cash used for investing activities was related to the Company's acquisition of Regional Homes, an investment in floor plan loans, and the purchase of ECN common and preferred stock in fiscal 2024 which did not recur in fiscal 2025.

Cash used in financing activities was $65.9 million for the nine months ended December 28, 2024 compared to $3.9 million for the nine months ended December 30, 2023. The change between periods was primarily due to repurchases of the Company's common stock totaling $60.0 million in 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 2024 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 2024 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;

• 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 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;

• the possibility our share repurchase program will not enhance long-term stockholder value, could increase the volatility of our stock price, and diminish our cash reserves; and

• other risks described in Part I — Item 1A, "Risk Factors," included in the Fiscal 2024 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 2024 Annual Report, under the heading "Quantitative and Qualitative Disclosures about Market Risk." There have been no significant changes in such risks since March 30, 2024.

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 28, 2024. Based upon this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 28, 2024.

Changes in internal control over financial reporting

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.

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

On May 16, 2024, Champion Homes, Inc.’s Board of Directors approved a share repurchase program for up to $100.0 million of the Company’s common stock, which was subsequently amended to allow for purchases of up to $140.0 million. On January 30, 2025, the Company's Board of Directors approved an increase to this share repurchase program of $20.0 million to refresh the available amount to repurchase the Company's common stock back to $100.0 million. Under this share repurchase 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 28, 2024 was as follows:

Fiscal Period	Total Number of Shares Purchased		Average Price Paid<br>Per Share		Total Number of<br>Shares Purchased as <br>Part of the Publicly <br>Announced Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Programs <br>(in thousands)
11/1/2024 - 11/30/2024		204,948	$	97.57		204,948	$	80,000
		204,948				204,948

Item 5. OTHER INFORMATION

During the nine months ended December 28, 2024, 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<br><br>Number	Description
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. †
10.1	Employment Agreement, dated December 13, 2024, between Champion Home Builders, Inc. and Timothy Larson. †
10.2	Separation Agreement, dated January 3, 2025, between Champion Home Builders, Inc. and Mark J.Yost. †
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 5, 2025
Tim Larson	(Principal Executive Officer)
/s/ Laurie Hough	Executive Vice President, Chief Financial Officer and Treasurer	February 5, 2025
Laurie Hough	(Principal Financial Officer)

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into effective as of December 13, 2024 (the “Effective Date”) by and between Champion Homes, Inc. (the “Company”) and Timothy Larson (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 Executive is currently serving as the Chief Growth Officer of the Company pursuant to that Employment Agreement, dated as of March 26, 2021, by and between the Company and Timothy Larson (the “Prior Employment Agreement”); and

WHEREAS, the Company desires to continue to employ the Executive as the President & Chief Executive Officer, 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 President and Chief Executive Officer 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.

• During the Term, the Executive shall serve the Company as its President and Chief Executive Officer.

• 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”).

• 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. The Executive will perform his duties in the Minneapolis, Minnesota metropolitan area and will be required to travel to the Company’s headquarters and other business locations as reasonably necessary or requested

• by the Board in its sole discretion. After a period of two years from the Effective Date, the Executive is eligible and encouraged to participate as a board member of an independent company.

• The Company will take such action as may be necessary to appoint or elect the Executive as a member of the Board as of the Effective Date.

• 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:

• Base Salary. During the Term, the Company shall pay the Executive a base salary at the rate of Six Hundred and Fifty Thousand Dollars ($650,000) 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 executive 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 his direct reports; 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.

• Annual Bonus. For each fiscal year completed during the Term, the Executive shall be eligible to participate in an annual bonus plan. Beginning on the Effective Date, the Executive’s annual target bonus shall increase from one hundred and twenty percent (120%) of the Base Salary to one hundred and thirty-eight and a half percent (138.5%) of the Base Salary (the “Target Bonus”), with an increase in maximum annual bonus from two hundred and forty percent (240%) of the Base Salary to two hundred and seventy-seven percent (277%) 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.

• Equity Incentive.

• 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 and approved during the 2024 Annual Shareholders Meeting or similar such plans as designed by Board. Beginning at the start of the Company’s 2026 fiscal year, the Executive’s annual target LTIP award shall be $3,000,000 (the

• “Target LTIP”), with the actual amount of his LTIP, 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 and as defined in the Company’s 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.

• 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 $1,000,000 that vest pro-ratably on each of the first three anniversaries of the Effective Date.

• 2025 Pro Rata 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 2025 “top up” equity grant of shares of restricted stock units with an aggregate value on the Effective Date of $535,266.67 that vest pro-ratably on each of the first three anniversaries of the Effective Date.

• 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.

• Other Benefits. During the term hereof, the Executive shall be entitled to participate in any and all employee benefit 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.

• 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”.

• 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.

• 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 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.

• 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.

• 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.

• 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.

• 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:

• 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;

• 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;

• 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;

• 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;

• 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

• 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.

• By the Company Other than for Cause.
• The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive.
• 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 twenty-four (24) months following the Termination Date (the “Termination Period”), the Company shall continue to pay the Executive the Base Salary 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 Annual Bonus at Target Bonus at the rate in effect on the Termination Date for both (I) the Company’s fiscal year in which the Termination Date occurs and (II) the immediately following Company fiscal year. Such bonuses 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 (x) the Executive’s tax year or (y) the Company’s tax year in which Termination Date occurs.

• 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.

• By the Executive for Good Reason.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• Non-compete. During employment and for twenty-four (24) 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• Cooperation. Upon the receipt of reasonable notice from the Company (including outside counsel), the Executive agrees that during the Term and for twenty-four (24) 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

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

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

• “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.

• “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.

• “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.

• “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.

• “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

  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: Eddie Capel Title: Board Chairman

EXECUTIVE

____________________________________ Timothy Larson

Exhibit A

EXHIBIT A

General Release of Claims

I, Timothy Larson, 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 December 13, 2024 (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.

• 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.
• 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”).

• 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.

• 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).

• 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.

• 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.

• 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.

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• 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.

• 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.

• 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.

• 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.

• 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

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• 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.

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  Execution Version

EXHIBIT B

Champion HomeS, Inc. INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December 13, 2024, between Champion Homes, Inc. (the “Company”), and Timothy Larson (“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,

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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 ""
• 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 ""
• 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

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

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• 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 ""
• 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 ""
• 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

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• 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 ""
• 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 ""
• 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 ""

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• 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 ""
• 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 ""
• 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

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• 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 ""
• 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 ""
• 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 ""
• 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 ""
• 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 ""
• 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)

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• 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 ""

• 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 ""

• 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 ""

• 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 ""

• 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

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• 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.
• 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.
• 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).
• 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.
• 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.
• 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 ""
• 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 ""
• 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 ""
• 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.
• 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 ""
• 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 ""
• Enforcement.tc \l 2 ""
• 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 ""
• 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.
• 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.
• Definitions. For purposes of this Agreement:tc \l 2 ""
• “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 ""
• “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 ""
• “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 ""
• “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 ""
• “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 ""
• “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 ""
• 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 ""
• 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 ""
• 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 ""
• 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:
• To Indemnitee at the address set forth below Indemnitee signature hereto.tc \l 3 ""
• 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.

• 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 ""
• 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 ""
• 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: Eddie Capel Title: Board Chairman

[Signature Page to Indemnification Agreement]

Indemnitee

______________________________________ Name: Timothy Larson

Address:

[Signature Page to Indemnification Agreement]

EX-10.2

Exhibit 10.2

Separation Agreement

THIS SEPARATION AGREEMENT (this “Agreement”), dated as of January 3, 2025, is entered into by and between Champion Homes, Inc. (the “Company”), and Mark J. Yost (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).

WHEREAS, the Executive currently serves as President and Chief Executive Officer of the Company pursuant to that certain Employment Agreement, dated as of June 1, 2019 (the “Employment Agreement”), by and between the Company and the Executive;

WHEREAS, the parties have mutually agreed and determined that the Executive’s employment with the Company will cease as of December 13, 2024 (the “Termination Date”); and

WHEREAS, the Company and the Executive now desire to enter into a mutually satisfactory arrangement concerning, among other things, the Executive’s separation from service with the Company on the Termination Date and other matters related thereto.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:

• Separation from Service. The Company and the Executive hereby acknowledge and agree that the Executive’s employment with the Company shall terminate on the Termination Date. The Termination Date shall be deemed to be the date of separation from service, and the date that employment ends, for purposes of the Employment Agreement and any applicable plans or programs. The Executive further acknowledges that, effective on the Termination Date and by virtue of executing this Agreement, and without any further action by the Executive, the Executive hereby resigns the Executive’s position as President and Chief Executive Officer of the Company, as a member of the Board of Directors of the Company, and as a member of the board of directors of, or as a director, manager, officer, or any other position with, any subsidiary or affiliate of the Company. Executive will cooperate with the Company and each of its subsidiaries and affiliates to perform all acts and shall execute all additional documents that may be requested to reflect the foregoing resignations effective on the Termination Date.

• Separation Payments and Benefits.

• Accrued Obligations. The Executive shall receive (i) a payment equal to all earned, but unpaid, Base Salary and accrued, but unused, vacation time earned in accordance with applicable law and Company policy through the Termination Date, 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 (ii) any business expenses incurred by the Executive but unreimbursed on the Termination Date, provided that (A) such expenses and required substantiation and documentation are submitted within sixty (60) days of the Termination Date and (B) such expenses are reimbursable under Company policy. Following the Termination Date, the Executive shall also be entitled to any vested amount arising from the Executive’s participation in, or benefits under, any employee benefit plans, programs, or

• arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements and applicable law.

• Severance Pay and Benefits. Subject to (i) the Executive’s continued compliance with the Restrictive Covenants, (ii) the Executive’s signing and returning to the Company this Agreement within twenty-one (21) days following the Date of Receipt (as defined below) and the occurrence of the ADEA Release Effective Date (as defined below), and (iii) the Executive’s compliance with the terms and conditions of this Agreement, the Company shall provide the Executive with (A) a taxable amount equal to the sum of 2.0x the Executive’s Base Salary (i.e., $780,000 per year and $1,560,000 total) to be paid in substantially equal installments in accordance with the Company’s regular payroll practices over twenty-four (24) months following the Termination Date commencing no later than sixty (60) days following the Termination Date, (B) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a taxable payment in an amount equal to the monthly COBRA premium charged for the COBRA coverage elected by the Executive for himself and, if applicable, his dependents under the Company’s group medical and dental care plan (which amount will be based on the premium for the first month of the Executive’s COBRA coverage, and, such amount, the “Company’s Contribution Amount”) multiplied by twenty-four (24), which payment will be made in twenty-four (24) substantially equal monthly installments commencing no later than sixty (60) days following the Termination Date; provided, however, that if the Executive is not permitted to continue such COBRA participation, then the Company shall pay to medical and dental insurance providers designated by the Executive the Company’s Contribution Amount in which Executive is not permitted to continue such COBRA participation during the period between the Termination Date and the date that is twenty-four (24) months following the Termination Date, and (C) a taxable amount equal to the annual bonus at Target Bonus (i.e., $1,037,400) for both (I) the Company’s fiscal year in which the Termination Date occurs and (II) the immediately following Company fiscal year, and 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 June 15 of the year of the Termination Date. Executive acknowledges that it shall be Executive’s sole responsibility to timely elect COBRA coverage, and nothing herein shall promise or extend any period of coverage under COBRA or any Company medical or dental care plan. Executive shall be entitled to the benefits under the Company’s Employee Home Purchase Discount Policy so long as an order is placed prior to December 31, 2025.

• Incentive Equity.

• Restricted Stock Units. Pursuant to the Company’s 2018 Equity Incentive Plan (the “Plan”) and the Executive’s Restricted Stock Unit Agreements (the “RSU Agreements”) dated as of January 13, 2022, March 20, 2023, and March 29, 2024, the Executive was granted 87,889 Restricted Stock Units (as defined in the applicable RSU Agreement). The Executive acknowledges and agrees that in connection with this Agreement and pursuant to the Plan and the applicable RSU Agreement, 29,297 Restricted Stock Units will vest on the Termination Date and the remaining 30,094 unvested Restricted Stock Units will be automatically forfeited for no consideration as of the Termination Date.

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• Performance Stock Units. Pursuant to the Plan and the Executive’s Performance Stock Unit Agreements (the “PSU Agreements”) dated as of January 13, 2022, March 20, 2023, and March 29, 2024, the Executive was granted 87,889 PSUs (as defined in the applicable PSU Agreement). The Executive acknowledges and agrees that in connection with this Agreement and pursuant to the Plan and the applicable PSU Agreement, a percentage of such PSUs (the “Qualifying PSUs”) will remain outstanding and eligible to vest, with such percentage equal to the quotient of (i) divided by (ii), where (i) equals the number of days from the first day of the Performance Period (as defined in the applicable PSU Agreement) through the Termination Date, and (ii) equals the total number of days in the Performance Period. Any PSUs that do not remain outstanding and eligible to vest will be automatically forfeited for no consideration as of the Termination Date and any Qualifying PSUs that have not vested by the one-year anniversary of the Termination Date will at such time immediately and automatically terminate and be forfeited with no consideration due to the Executive.

• Restrictive Covenants; Confidentiality. The Company and the Executive acknowledge and agree that the restrictive covenants set forth in Sections 7 and 9 of the Employment Agreement, Exhibit A of the RSU Agreements, and Exhibit B of the PSU Agreements shall remain in full force and effect following the Termination Date in accordance with their respective terms. Notwithstanding the foregoing, nothing in this Agreement or any other agreement between the parties or any other policies of the Company or its affiliates shall prohibit or restrict the Executive or the Executive’s attorneys from: (a) 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; (b) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; or (c) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in this Agreement or any other agreement between the parties or any other policies of the Company or its affiliates prohibits or restricts the Executive from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. 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 (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (y) 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.” Accordingly, the parties 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. Nothing in this Agreement or the Restrictive Covenants 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).

• Release.

• The Executive agrees that, to the maximum extent permitted by law, the Executive, on behalf of the Executive, and the Executive’s heirs, beneficiaries, administrators,

  -3-

• executors, trustees and assigns, shall, and hereby does, forever and irrevocably release and discharge the Company and each of its past, present and future parents, subsidiaries, affiliates, and portfolio companies, and each of their past, present and future owners, officers, directors, employees, independent contractors, agents, affiliates, parents, subsidiaries, divisions, insurers, attorneys, predecessors, employee benefit plans, purchasers, assigns, representatives, successors and successors in interest (collectively, the “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 and whether known or unknown, suspected, unsuspected or claimed (collectively, “Claims”) against the Released Parties which the Executive or any of the Executive’s heirs, executors, administrators or assigns, may have (i) from the beginning of time through the date upon which the Executive executes this Agreement; (ii) arising out of, or relating to, the Executive’s employment with any Released Parties; (iii) arising out of, or relating to, any agreement and/or any awards, policies, plans, programs or practices of the Released Parties that may apply to the Executive or in which the Executive may participate, including, but not limited to, any rights under bonus plans or programs of Released Parties and/or any other short-term or long-term equity-based or cash-based incentive plans or programs of the Released Parties; (iv) arising out of, or relating to, the Executive’s termination of employment from any of the Released Parties; and/or (v) arising out of, or relating to, the Executive’s status as an employee, member, officer or director of any of the Released Parties, including, but not limited to, any allegation, Claim or violation, arising under any 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 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, fees, or other expenses, including attorneys’ fees incurred in these matters.

• Notwithstanding anything in this Agreement to the contrary, the Executive’s release of Claims under the Age Discrimination in Employment Act, as amended (the “ADEA Release”) shall only become effective upon: (i) the Executive’s separate signature set forth on the signature page of this Agreement reflecting the Executive’s assent to the Executive’s release of Claims under the ADEA within twenty-one (21) days from the date of the Executive’s receipt of this Agreement, which was December 13, 2024 (the “Date of Receipt”) and (ii) the Executive’s non-revocation of the ADEA Release (7) calendar days after the date on which the Executive initially executes the ADEA Release. The parties agree that any revisions or modifications to this Agreement, whether material or immaterial, will not and did not restart the time period described in subsection (i). Provided that the Executive does not revoke the Executive’s execution of this Agreement for purposes of the ADEA Release within such seven (7) day revocation period, this ADEA Release will become effective on the eighth (8th) calendar day after the date on which the Executive signs this Agreement for purposes of the ADEA Release (the “ADEA Release Effective Date”).

• The Executive represents and agrees that the Executive has not, by himself or on the Executive’s behalf, instituted, prosecuted, filed, or processed any litigation, Claims or proceedings against the Company or any Released Parties, nor has the Executive encouraged or assisted anyone to institute, prosecute, file, or process any litigation, Claims or proceedings against

  -4-

• the Company or any Released Parties. Nothing in this Section 5 shall release or impair (i) any Claim or right that may arise after the date of this Agreement; (ii) any vested benefits under a 401(k) plan on or prior to the Termination Date; (iii) any Claim or right the Executive may have pursuant to indemnification, advancement, defense, or reimbursement pursuant to any applicable D&O policies, any similar insurance policies, applicable law or otherwise; and (iv) any Claim which by law cannot be waived. Nothing in this Agreement is intended to prohibit or restrict the Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency; provided that the Executive hereby waives the right to recover any monetary damages or other relief against any Released Parties; provided, however, that nothing in this Agreement shall prohibit the Executive from receiving any monetary award to which the Executive becomes entitled pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

• The Executive understands that the Executive may later discover Claims or facts that may be different than, or in addition to, those which the Executive now knows or believes to exist with regards to the subject matter of this Agreement, and which, if known at the time of executing this Agreement, may have materially affected this Agreement or the Executive’s decision to enter into it. The Executive hereby waives any right or Claim that might arise as a result of such different or additional Claims or facts.

• Section 409A. This Agreement is intended to satisfy the requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent the Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the Company or any of its affiliates or subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date would be subject to the Section 409A additional tax because the Executive is a “specified employee” (within the meaning of Section 409A and as determined by the Company), the payment will be paid to the Executive on the earlier of the six (6) month anniversary of the Termination Date or death. To the extent the Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on the Termination Date that would be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of the Termination Date or death. To the extent any expense reimbursement (including, without limitation, any reimbursement of interest or penalties related to taxes) or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one (1) calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

• Miscellaneous.

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• Successors and Assigns; Third-Party Beneficiaries. The Executive and the Company agree that this Agreement shall inure to the benefit of the personal representatives, heirs, executors, and administrators of the Executive. This Agreement may not be assigned by the Executive. The Company may freely assign all rights and obligations of this Agreement to any affiliate or successor (including to a purchaser of assets). The Released Parties are expressly intended to be third-party beneficiaries of this Agreement and it may be enforced by each of them.

• Preservation. The Executive acknowledges and agrees that the Executive has returned, or will return within two (2) days after signing this Agreement, all Company property and non-public, confidential, proprietary and/or trade secret information in the Executive’s custody, possession or control, in any form whatsoever, including without limitation, equipment, telephones, smart phones, work-related passwords; PDAs, laptops, credit cards, keys, access cards, identification cards, security devices, network access devices, pagers, confidential or proprietary information, documents, manuals, reports, books, compilations, work product, e-mail messages, text messages, recordings, tapes, removable storage devices, hard drives, computers and computer discs, files and data, which the Executive prepared or obtained during the course of the Executive’s employment with the Company. To the extent any Company information or related communications exist on the Executive’s personal mobile devices (e.g., mobile phone, laptop, or iPad), the Executive shall make these devices available to the Company for collection. If the Executive discovers any (A) property of the Company, (B) non-public, confidential, proprietary and/or trade secret information, or (C) information potentially relevant for any Company Review in the Executive’s possession after the Termination Date, the Executive shall preserve such information and promptly provide such information to the Company.

• Governing Law; Waiver of Jury Trail. Section 19 of the Employment Agreement are incorporated by reference, mutatis mutandis, as though fully set forth herein. As a specifically bargained for inducement for each of the parties to enter into this Agreement, the Company and the Executive (after having the opportunity to consult with counsel) hereby waive trial by jury as to any and all litigation arising out of and/or relating to this Agreement.

• Amendment; Entire Agreement. No provision of this Agreement may be amended, modified, waived, or discharged unless such amendment, waiver, modification, or discharge is agreed to in writing and such writing is signed by the Company and the Executive. From and after the Termination Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, including, without limitation, the Employment Agreement (except as explicitly provided in Sections 4 and 7(a)).

• Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

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If to the Company:

Champion Homes, Inc.

755 W. Big Beaver Rd #1000

Troy, MI 48084

Attn: Corporate Secretary

If to the Executive:

At the most recent address listed in the Company’s books and records.

• Section Headings. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.
• Withholding. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state, and local taxes as may be required to be withheld pursuant to any applicable law or regulation.
• Severability. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality, or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality, or enforceability of any provision of this Agreement in any other jurisdiction, it being the intent of the parties that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.
• Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

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

CHAMPION HOMES, INC.

By: ________________________________ Name: Eddie Capel Title: Board Chairman

EXECUTIVE

____________________________________ Mark J. Yost

AGREED AND ACKNOWLEDGED WITH RESPECT TO ADEA RELEASE

EXECUTIVE

____________________________________ Mark J. Yost Date

[Signature Page to Separation Agreement]

EX-31.1

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 5, 2025
By:	/s/ Tim Larson
	Tim Larson
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

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.;

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 5, 2025
By:	/s/ Laurie Hough
	Laurie Hough
	Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)

EX-32

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 28, 2024 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 5, 2025
/s/ Tim Larson
Tim Larson
Chief Executive Officer (Principal Executive Officer)
/s/ Laurie Hough
Laurie Hough
Executive Vice President, Chief Financial Officer, and Treasurer
(Principal Financial Officer)