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 ~~October~~January 2524, ~~2025~~2026

☐ 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 1-9656

LA-Z-BOY INCORPORATED

(Exact name of registrant as specified in its charter)


Michigan						38-0751137
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

One La-Z-Boy Drive,

Monroe,

Michigan

48162-5138

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code (734) 242-1444

None

(Former name, former address and former fiscal year, if changed since last report.)

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, $1.00 Par Value

LZB

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, smaller reporting company, or an emerging growth company. See the definitions of “"large accelerated filer,”" “"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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class						Outstanding at ~~November~~February 1110, ~~2025~~2026
Common Stock, $1.00 Par Value						4140,~~248~~923,~~970~~710

Table of Contents

LA-Z-BOY INCORPORATED

FORM 10-Q ~~SECOND~~THIRD QUARTER OF FISCAL 2026

TABLE OF CONTENTS

		PageNumber
PART I Financial Information (Unaudited)		3
Item 1.	Financial Statements	3
	Consolidated Statement of Income	3
	Consolidated Statement of Comprehensive Income	4
	Consolidated Balance Sheet	5
	Consolidated Statement of Cash Flows	6
	Consolidated Statement of Changes in Equity	7
	Notes to Consolidated Financial Statements	89
	Note 1. Basis of Presentation	89
	Note 2. Acquisitions	89
	Note 3. Inventories	911
	Note 4. Assets Held for Sale	911
	Note 5. Goodwill and Other Intangible Assets	1012
	Note 6. Investments	10
	Note 7. Debt	11
	Note 8. Product Warranties	1214
	Note 9. Stock-Based Compensation	1215
	Note 10. Accumulated Other Comprehensive Loss	14
	Note 11. Revenue Recognition	1517
	Note 12. Segment Information	17
	Note 13. Income Taxes	2022
	Note 14. Earnings per Share	2022
	Note 15. Fair Value Measurements	2123
	Note 16. Subsequent Events	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
	Cautionary Note Regarding Forward-Looking Statements	24
	Cautionary Note Regarding Forward-Looking Statements	23
	Introduction	24
	Introduction	23
	Results of Operations	26
	Liquidity and Capital Resources	2930
	Critical Accounting Policies	3032
	Recent Accounting Pronouncements	3132
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	3233
PART II Other Information		3334
Item 1A.	Risk Factors	3334
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3334
Item 5.	Other Information	3334
Item 6.	Exhibits	3334
Signature Page		35

Table of Contents

PART I - FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS

LA-Z-BOY INCORPORATED

CONSOLIDATED STATEMENT OF INCOME

Quarter Ended

~~Six~~Nine Months Ended

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

101/2524/~~2025~~2026

101/2625/~~2024~~2025

101/2524/~~2025~~2026

101/2625/~~2024~~2025

Sales

~~522~~541,~~480~~588

521,~~027~~777

1,~~014~~556,~~709~~297

1,~~016~~538,~~559~~336

Cost of sales

~~291~~308,~~342~~077

290,~~379~~412

~~574~~882,~~374~~451

~~572~~862,~~568~~980

Gross profit

~~231~~233,~~138~~511

~~230~~231,~~648~~365

~~440~~673,~~335~~846

~~443~~675,~~991~~356

Selling, general and administrative expense

~~194~~203,~~959~~700

~~191~~196,~~876~~197

~~382~~585,~~169~~869

~~372~~569,~~849~~046

Operating income

3629,~~179~~811

3835,~~772~~168

5887,~~166~~977

71106,~~142~~310

Interest expense

(~~110~~159)

(99102)

(~~230~~389)

(~~309~~411)

Interest income

32,~~549~~698

3,~~730~~465

69,~~657~~355

811,~~154~~619

Other income (expense), net

(54599)

~~(1,879)~~97

(~~639~~1,238)

(2,~~497~~400)

Income before income taxes

3931,~~564~~751

4038,~~524~~628

6395,~~954~~705

76115,~~490~~118

Income tax expense

109,~~574~~951

109,~~671~~683

1626,~~667~~618

1929,~~833~~516

Net income

2821,~~990~~800

2928,~~853~~945

4769,~~287~~087

5685,~~657~~602

Net (income) attributable to noncontrolling interests

(~~132~~150)

~~184~~(516)

(~~225~~375)

(~~461~~977)

Net income attributable to La-Z-Boy Incorporated

2821,~~858~~650

3028,~~037~~429

4768,~~062~~712

5684,~~196~~625

Basic weighted average common shares

41,~~227~~084

41,~~708~~437

41,~~127~~113

41,~~880~~733

Basic net income attributable to La-Z-Boy Incorporated per share

0.7053

0.7269

1.1467

12.3403

Diluted weighted average common shares

41,~~387~~485

42,~~154~~103

41,~~325~~524

42,~~316~~380

Diluted net income attributable to La-Z-Boy Incorporated per share

0.7052

0.7168

1.1465

12.3300

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

LA-Z-BOY INCORPORATED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Quarter Ended

~~Six~~Nine Months Ended

(Unaudited, amounts in thousands)

101/2524/~~2025~~2026

101/2625/~~2024~~2025

101/2524/~~2025~~2026

101/2625/~~2024~~2025

Net income

2821,~~990~~800

2928,~~853~~945

4769,~~287~~087

5685,~~657~~602

Other comprehensive income

Currency translation adjustment

~~(785)~~1,887

(1,~~612~~776)

~~371~~2,258

31,~~145~~369

Net unrealized gain (loss) on marketable securities, net of tax

~~124~~(50)

(1761)

~~137~~87

9635

Net pension amortization, net of tax

1820

3757

3147

Total other comprehensive income (loss)

~~(643)~~1,857

(1,~~611~~821)

~~545~~2,402

31,~~272~~451

Total comprehensive income before noncontrolling interests

2823,~~347~~657

3127,~~464~~124

4771,~~832~~489

5987,~~929~~053

Comprehensive (income) attributable to noncontrolling interests

(12765)

(~~504~~550)

(~~514~~1,279)

(12,~~475~~025)

Comprehensive income attributable to La-Z-Boy Incorporated

2822,~~335~~892

3026,~~960~~574

4770,~~318~~210

5885,~~454~~028

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

LA-Z-BOY INCORPORATED

CONSOLIDATED BALANCE SHEET

(Unaudited, amounts in thousands, except par value)	101/2524/~~2025~~2026		4/26/2025
Current assets
Cash and equivalents	$	~~338~~306,~~506~~117	$	328,449
Receivables, net of allowance of $5,124 at 10/25/2025 and $5,042 at 4/26/2025	138,308		139,533
Receivables, net of allowance of $4,875 at 1/24/2026 and $5,042 at 4/26/2025	123,800		139,533
Inventories, net	~~225~~235,~~566~~051		255,285
Assets held for sale	2935,~~436~~904		—
Other current assets	91107,~~443~~823		82,421
Total current assets	~~823~~808,~~259~~695		805,688
Property, plant and equipment, net	~~348~~340,~~777~~421		339,212
Goodwill	~~205~~263,~~556~~259		205,590
Other intangible assets, net	4977,~~581~~776		51,161
Deferred income taxes – long-term	67,~~805~~535		7,349
Right of use lease assets	~~461~~525,~~172~~107		452,848
Other long-term assets, net	6364,~~608~~170		60,314
Total assets	$	12,~~958~~086,~~758~~963	$	1,922,162
Current liabilities
Accounts payable	$	~~103~~117,~~992~~943	$	95,984
Lease liabilities, short-term	8288,~~661~~546		80,592
Accrued expenses and other current liabilities	~~237~~281,~~068~~014		244,215
Total current liabilities	~~423~~487,~~721~~503		420,791
Lease liabilities, long-term	~~420~~479,~~257~~920		410,265
Other long-term liabilities	6364,~~323~~386		59,130
Shareholders' equity
Preferred shares – 5,000 authorized; none issued	—		—
Common shares, $1.00 par value – 150,000 authorized; 41,249 outstanding at 10/25/2025 and 41,164 outstanding at 4/26/2025	41,249		41,164
Common shares, $1.00 par value – 150,000 authorized; 40,924 outstanding at 1/24/2026 and 41,164 outstanding at 4/26/2025	40,924		41,164
Capital in excess of par value	~~393~~396,~~315~~810		385,601
Retained earnings	~~608~~606,~~344~~864		597,432
Accumulated other comprehensive loss	(32,~~318~~076)		(3,574)
Total La-Z-Boy Incorporated shareholders' equity	1,~~039~~042,~~590~~522		1,020,623
Noncontrolling interests	1112,~~867~~632		11,353
Total equity	1,~~051~~055,~~457~~154		1,031,976
Total liabilities and equity	$	12,~~958~~086,~~758~~963	$	1,922,162

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

LA-Z-BOY INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended

Nine Months Ended

(Unaudited, amounts in thousands)

101/2524/~~2025~~2026

101/2625/~~2024~~2025

Cash flows from operating activities

Net income

4769,~~287~~087

5685,~~657~~602

Adjustments to reconcile net income to cash provided by operating activities

(Gain)/loss on disposal and impairment of assets

~~(76)~~384

4073

(Gain)/loss on sale of investments

(~~214~~282)

(~~113~~199)

Provision for doubtful accounts

~~330~~111

~~477~~518

Depreciation and amortization

2335,~~099~~624

2335,~~644~~020

Amortization of right-of-use lease assets

4062,~~650~~332

4161,~~817~~521

Equity-based compensation expense

811,~~243~~745

913,~~047~~428

Change in deferred taxes

3,~~713~~143

2,~~377~~134

Change in receivables

~~929~~11,470

10,~~000~~465

Change in inventories

67,~~563~~939

(2221,~~625~~726)

Change in other assets

(5,~~913~~280)

(910,~~626~~217)

Change in payables

925,~~325~~702

1211,~~380~~897

Change in lease liabilities

(4061,~~282~~826)

(4262,~~721~~607)

Change in other liabilities

(715,~~330)~~541

(~~13,101~~640)

Net cash provided by operating activities

86175,~~324~~690

68125,~~253~~269

Cash flows from investing activities

Proceeds from disposals of assets

~~240~~4,822

~~176~~188

Capital expenditures

(3856,~~927~~737)

(3251,~~769~~538)

Purchases of investments

(~~213~~822)

(56,~~317~~783)

Proceeds from sales of investments

~~717~~1,421

1011,~~225~~715

Acquisitions

(~~627~~86,423)

(1724,~~841~~772)

Net cash used for investing activities

(38137,~~810~~739)

(4571,~~526~~190)

Cash flows from financing activities

Payments on finance lease liabilities

(~~457~~702)

(~~291~~442)

Payments for debt issuance costs

(784)

—

Stock issued for stock and employee benefit plans, net of shares withheld for taxes

(4,~~871~~370)

910,~~887~~906

Repurchases of common stock

(1327,~~314~~051)

(5364,~~144~~387)

Dividends paid to shareholders

(1828,~~129~~082)

(1625,~~731~~871)

Dividends paid to minority interest joint venture partners (1)

—

(1,414)

Net cash used for financing activities

(3760,~~555~~989)

(6181,~~693~~208)

Effect of exchange rate changes on cash and equivalents

98706

~~930~~620

Change in cash and cash equivalents

10(22,~~057~~332)

(3826,~~036~~509)

Cash and cash equivalents at beginning of period

328,449

341,098

Cash and cash equivalents at end of period

~~338~~306,~~506~~117

~~303~~314,~~062~~589

Supplemental disclosure of non-cash investing activities

Capital expenditures included in payables

53,~~875~~297

4,~~420~~010

(1)Includes dividends paid to joint venture minority partners resulting from the repatriation of dividends from our foreign earnings that we no longer consider permanently reinvested.

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

LA-Z-BOY INCORPORATED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Unaudited, amounts in thousands, except per share data)	CommonShares		Capital in Excess ofPar Value		RetainedEarnings		Accumulated OtherComprehensive Income (Loss)		Non-ControllingInterests		Total
At April 26, 2025	$	41,164	$	385,601	$	597,432	$	(3,574)	$	11,353	$	1,031,976
Net income	—		—		18,204		—		93		18,297
Other comprehensive income	—		—		—		779		409		1,188
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	343		173		(5,706)		—		—		(5,190)
Repurchases of 300 shares of common stock	(300)		(648)		(11,560)		—		—		(12,508)
Stock option and restricted stock expense	—		3,420		—		—		—		3,420
Dividends declared and paid ($0.22/share)	—		—		(9,012)		—		—		(9,012)
Dividends declared not paid ($0.22/share)	—		—		(149)		—		—		(149)
At July 26, 2025	$	41,207	$	388,546	$	589,209	$	(2,795)	$	11,855	$	1,028,022
Net income	—		—		28,858		—		132		28,990
Other comprehensive income (loss)	—		—		—		(523)		(120)		(643)
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	65		255		(1)		—		—		319
Repurchases of 23 shares of common stock	(23)		(309)		(475)		—		—		(807)
Stock option and restricted stock expense	—		4,823		—		—		—		4,823
Dividends declared and paid ($0.22/share)	—		—		(9,117)		—		—		(9,117)
Dividends declared not paid ($0.22/share)	—		—		(130)		—		—		(130)
At October 25, 2025	$	41,249	$	393,315	$	608,344	$	(3,318)	$	11,867	$	1,051,457
Net income	—		—		21,650		—		150		21,800
Other comprehensive income	—		—		—		1,242		615		1,857
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	25		544		(68)		—		—		501
Repurchases of 350 shares of common stock	(350)		(551)		(12,958)		—		—		(13,859)
Stock option and restricted stock expense	—		3,502		—		—		—		3,502
Dividends declared and paid ($0.242/share)	—		—		(9,953)		—		—		(9,953)
Dividends declared not paid ($0.242/share)	—		—		(151)		—		—		(151)
At January 24, 2026	$	40,924	$	396,810	$	606,864	$	(2,076)	$	12,632	$	1,055,154

(Unaudited, amounts in thousands, except per share data)	CommonShares		Capital in Excess ofPar Value		RetainedEarnings		Accumulated OtherComprehensive Income (Loss)		Non-ControllingInterests		Total
At April 27, 2024	$	42,440	$	368,485	$	598,009	$	(5,870)	$	10,296	$	1,013,360
Net income	—		—		26,159		—		645		26,804
Other comprehensive income	—		—		—		1,335		326		1,661
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	508		10,086		(2,720)		—		—		7,874
Repurchases of 933 shares of common stock	(933)		(10,325)		(22,658)		—		—		(33,916)
Stock option and restricted stock expense	—		3,175		—		—		—		3,175
Dividends declared and paid ($0.20/share)	—		—		(8,371)		—		—		(8,371)
Dividends declared not paid ($0.20/share)	—		—		(111)		—		—		(111)
At July 27, 2024	$	42,015	$	371,421	$	590,308	$	(4,535)	$	11,267	$	1,010,476
Net income (loss)	—		—		30,037		—		(184)		29,853
Other comprehensive income	—		—		—		923		688		1,611
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	99		1,920		(6)		—		—		2,013
Repurchases of 467 shares of common stock	(467)		(1,955)		(17,222)		—		—		(19,644)
Stock option and restricted stock expense	—		5,872		—		—		—		5,872
Dividends declared and paid ($0.20/share) (1)	—		—		(8,360)		—		(1,414)		(9,774)
Dividends declared not paid ($0.20/share)	—		—		(125)		—		—		(125)
At October 26, 2024	$	41,647	$	377,258	$	594,632	$	(3,612)	$	10,357	$	1,020,282

Table of Contents


(Unaudited, amounts in thousands, except per share data)	Common Shares		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interests		Total
At April 27, 2024	$	42,440	$	368,485	$	598,009	$	(5,870)	$	10,296	$	1,013,360
Net income	—		—		26,159		—		645		26,804
Other comprehensive income	—		—		—		1,335		326		1,661
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	508		10,086		(2,720)		—		—		7,874
Repurchases of 933 shares of common stock	(933)		(10,325)		(22,658)		—		—		(33,916)
Stock option and restricted stock expense	—		3,175		—		—		—		3,175
Dividends declared and paid ($0.20/share)	—		—		(8,371)		—		—		(8,371)
Dividends declared not paid ($0.20/share)	—		—		(111)		—		—		(111)
At July 27, 2024	$	42,015	$	371,421	$	590,308	$	(4,535)	$	11,267	$	1,010,476
Net income (loss)	—		—		30,037		—		(184)		29,853
Other comprehensive income	—		—		—		923		688		1,611
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	99		1,920		(6)		—		—		2,013
Repurchases of 467 shares of common stock	(467)		(1,955)		(17,222)		—		—		(19,644)
Stock option and restricted stock expense	—		5,872		—		—		—		5,872

Dividends declared and paid ($0.20/share) (1)	—		—		(8,360)		—		(1,414)		(9,774)
Dividends declared not paid ($0.20/share)	—		—		(125)		—		—		(125)
At October 26, 2024	$	41,647	$	377,258	$	594,632	$	(3,612)	$	10,357	$	1,020,282
Net income	—		—		28,429		—		516		28,945
Other comprehensive income	—		—		—		(1,855)		34		(1,821)
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	35		1,055		(71)		—		—		1,019
Repurchases of 271 shares of common stock	(271)		(935)		(10,144)		—		—		(11,350)
Stock option and restricted stock expense	—		4,381		—		—		—		4,381

Dividends declared and paid ($0.22/share)	—		—		(9,140)		—		—		(9,140)
Dividends declared not paid ($0.22/share)	—		—		(137)		—		—		(137)
At January 25, 2025	$	41,411	$	381,759	$	603,569	$	(5,467)	$	10,907	$	1,032,179

(1)Non-controlling interests includes dividends paid to joint venture minority partners resulting from the repatriation of dividends from our foreign earnings that we no longer consider permanently reinvested.

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

Table of Contents

LA-Z-BOY INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1: Basis of Presentation

The accompanying consolidated financial statements include the consolidated accounts of La-Z-Boy Incorporated and our majority-owned subsidiaries (collectively, the "Company"). We derived the April 26, 2025 balance sheet from our audited financial statements. We prepared the interim financial information in conformity with generally accepted accounting principles ("USU.S. GAAP"), which we applied on a basis consistent with those reflected in our fiscal 2025 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“"SEC”"), but the information does not include all of the disclosures required by USU.S. GAAP. In management’s opinion, the interim financial information includes all adjustments and accruals, consisting only of normal recurring adjustments (except as otherwise disclosed), that are necessary for a fair statement of results for the respective interim periods. The interim results reflected in the accompanying financial statements are not necessarily indicative of the results of operations that will occur for the full fiscal year ending April 25, 2026.

Accounting Pronouncements Adopted in Fiscal 2026

The following table summarizes Accounting Standards Updates ("ASUs"), which were adopted in fiscal 2026, but did not have a material impact on our accounting policies or our consolidated financial statements and related disclosures.

ASU

Description

Adoption Date

ASU 2023-09

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

Fiscal 2026

Accounting Pronouncements not yet Adopted

The following table summarizes additional accounting pronouncements which we have not yet adopted, but we believe will not have a material impact on our accounting policies or our consolidated financial statements and related disclosures.

ASU

Description

Adoption Date

ASU 2025-06

Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.

Fiscal 2029

ASU 2025-05

Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

Fiscal 2027

ASU 2025-03

Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

Fiscal 2028

ASU 2024-04

Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments

Fiscal 2027

ASU 2024-03

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

Fiscal 2028

Note 2: Acquisitions

WeNone ~~did~~of the below acquisitions were significant to our consolidated financial statements, and, therefore, pro-forma financial information is not ~~complete~~presented. ~~any~~All ~~acquisitions~~of ~~during~~our provisional purchase accounting estimates for the acquisition completed in fiscal 2026 are based on the information and data available to us as of the time of the issuance of these financial statements, and in accordance with Accounting Standard Codification Topic 805-10-25-15, are subject to change within the first ~~six~~12 months offollowing ~~fiscal~~the ~~2026~~acquisition as we gain additional data.

~~Prior~~Each ~~Year~~of ~~Acquisitions~~the following Retail acquisitions completed in fiscal 2026 and 2025 reflects a core component of our strategic priorities, which is to grow our company-owned retail business and leverage our vertically integrated retail model (where we earn a combined profit on both the wholesale and retail sales) in suitable geographic markets, alongside the existing La-Z-Boy Store network.

~~Each~~Prior ofto ~~the~~each ~~following~~ Retail ~~acquisitions~~acquisition completed in fiscal ~~2025~~2026 ~~reflects~~and a2025, ~~core~~we ~~component~~licensed ofto ~~our~~the ~~strategic~~counterparty ~~priorities,~~the ~~which~~exclusive isright to ~~grow~~own ~~our~~and ~~company~~operate La-~~owned~~Z-Boy ~~retail~~Stores ~~business~~(and to use the associated trademarks and ~~leverage~~trade ~~our~~name) ~~integrated~~in ~~retail~~each ~~model~~of ~~(where~~their respective markets, and we ~~earn~~reacquired athese ~~combined~~rights ~~profit~~when onwe ~~both~~consummated the ~~wholesale~~transaction. ~~and~~These ~~retail~~reacquired ~~sales)~~rights inare ~~suitable~~indefinite-lived ~~geographic~~because ~~markets,~~our ~~alongside~~retailer ~~the~~agreements ~~existing~~are ~~La-Z-Boy~~perpetual ~~Store~~agreements ~~network~~that have no specific expiration date and no renewal options. The effective settlement date

Prior to each Retail acquisition completed in fiscal 2025, we licensed to the counterparty the exclusive right to own and operate La-Z-Boy Stores (and to use the associated trademarks and trade name) in each of their respective markets, and we reacquired these rights when we consummated the transaction. These reacquired rights are indefinite-lived because our retailer agreements are perpetual agreements that have no specific expiration date and no renewal options. The effective settlement date of these arrangements resulted in no settlement gain or loss as the contractual terms were at market. For federal income tax purposes, we amortize and deduct the indefinite-lived intangible assets and goodwill over 15 years.9

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~~The~~of ~~acquisitions~~these ~~below~~arrangements resulted in no settlement gain or loss as the contractual terms were ~~not~~at ~~significant~~market. toFor ~~our~~federal ~~consolidated~~income ~~financial~~tax ~~statements~~purposes, we amortize and ~~therefore,~~deduct ~~pro~~the indefinite-~~forma~~lived ~~financial~~intangible ~~information~~assets isand ~~not~~goodwill ~~presented.~~over 15 years.

Atlanta, Georgia, Central/Northeast Florida, and Knoxville, Tennessee Acquisition

On October 28, 2025, we completed our acquisition of the Atlanta, Georgia, central/northeast Florida, and Knoxville, Tennessee business that operated 15 independently owned La-Z-Boy Stores and four distribution centers for $90.2 million, inclusive of and subject to further customary adjustments. We paid total cash of $85.8 million during the third quarter of fiscal 2026 and the remaining consideration included forgiveness of accounts receivable and payments based on working capital adjustments. As part of the acquisition, we recorded an indefinite-lived intangible asset of $28.3 million related to the reacquired rights described above. We also recognized $57.6 million of goodwill in our Retail segment primarily related to future growth potential of the business along with synergies we expect from the integration of the acquired stores.

We based the purchase price allocation on fair values at the date of acquisition as follows:


(Unaudited, amounts in thousands)	10/28/2025
Fair value of consideration:
Cash	$	85,796
Forgiveness of accounts receivable	4,358
Total fair value of consideration	90,154
Amounts recognized for identifiable assets acquired and liabilities assumed:
Inventory	9,239
Other current assets	4,682
Property, plant and equipment	814
Indefinite-lived reacquired rights	28,339
Right of use lease assets	58,838
Lease liabilities, short-term	(5,016)
Customer deposits	(5,869)
Other current liabilities	(4,682)
Lease liabilities, long-term	(53,822)
Total identifiable net assets acquired	32,523

Goodwill	$	57,631

Prior Year Acquisitions

Toledo, Ohio Acquisition

On January 16, 2025, we completed our acquisition of the Toledo, Ohio business that operated two independently owned La-Z-Boy Stores for $5.9 million, inclusive of customary adjustments. The acquisition also included the purchase of the building and land for one of the stores. We paid total cash of $5.7 million during the third and fourth quarters of fiscal 2025 and the remaining consideration included forgiveness of accounts receivable and payments based on working capital adjustments. As part of the acquisition, we recorded an indefinite-lived intangible asset of $1.7 million related to the reacquired rights described above. We also recognized $0.6 million of goodwill in our Retail segment primarily related to future growth potential of the business along with synergies we expect from the integration of the acquired stores.

Melbourne and Cocoa, Florida Acquisition

On September 10, 2024, we completed our acquisition of the Melbourne and Cocoa, Florida businesses that ~~operate~~operated two independently owned La-Z-Boy Stores and one distribution center for $11.4 million, inclusive of customary adjustments. The acquisition also included the purchase of buildings and land for both stores and the distribution center. We paid total cash of $11.3 million during the second and third quarters of fiscal 2025 and the remaining consideration included forgiveness of accounts receivable and payments based on working capital adjustments. As part of the acquisition, we recorded an indefinite-lived intangible asset of $0.9 million related to the reacquired rights described above. We also recognized $1.7 million of ~~goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired stores and future benefits of these synergies.~~

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goodwill in our Retail segment primarily related to future growth potential of the business along with synergies we expect from the integration of the acquired stores.

Davenport, Iowa Acquisition

On July 22, 2024, we completed our acquisition of the Davenport, Iowa business that ~~operates~~operated one independently owned La-Z-Boy Store for $7.4 million, inclusive of customary adjustments. We paid total cash of $6.9 million during the first and second quarters of fiscal 2025 and the remaining consideration included forgiveness of accounts receivable and payments based on working capital adjustments. As part of the acquisition, we recorded an indefinite-lived intangible asset of $1.7 million related to the reacquired rights described above. We also recognized $5.1 million of goodwill in our Retail segment ~~related~~ primarily related to future growth potential of the business along with synergies we expect from the integration of the acquired store ~~and future benefits of these synergies~~.

Note 3: Inventories

A summary of inventories is as follows:

(Unaudited, amounts in thousands)	101/2524/~~2025~~2026		4/26/2025
Raw materials	$	~~129~~132,~~721~~449	$	128,823
Work in process	18,~~081~~930		19,280
Finished goods	~~124~~130,~~378~~286		153,796
FIFO inventories	~~272~~281,~~180~~665		301,899
Excess of FIFO over LIFO	(46,614)		(46,614)
Total inventories	$	~~225~~235,~~566~~051	$	255,285

Note 4: Assets Held for Sale

~~During the second quarter of fiscal 2026, the Company committed to a plan to dispose a portion of our Casegoods wholesale business (the “disposal group”) within the next 6 months.~~ Assets and liabilities are classified as held for sale when management commits to a plan to sell a disposal group and concludes that it meets all other relevant criteria in accordance with U.S. GAAP. As of ~~October 25~~January 24, ~~2025~~2026, we met the criteria to classify the following assets as held for sale:

(Unaudited, amounts in thousands)	101/2524/~~2025~~2026
Inventory	$	23,333
Casegoods Wholesale Business
Property, plant and equipment, net	4,948
Inventory	$	19,464
Property, plant and equipment, net	4,226
Intangible assets	1,155
Total assets held for sale	$	29,436
Total	24,845
Retail Stores
Property, plant and equipment, net	11,059
Total assets held for sale	$	35,904

Assets held for sale are measured at the lower of their carrying value or fair value less costs to sell and are no longer depreciated or amortized. Any loss resulting from the measurement is recognized in the period the held for sale criteria are met while gains are not recognized until the date of sale. ~~Upon classifying these assets as held for sale, we concluded that the total carrying value of the disposal group did not exceed its fair value and no impairment was recorded.~~

~~The disposal group does not meet the requirements to be classified as discontinued operations as the disposition of a portion of the~~ Casegoods ~~business does not represent a strategic shift that will have a material effect on the Company’s operations and financial results. The Casegoods business currently operates within the~~ Wholesale ~~segment.~~Business

9During the second quarter of fiscal 2026, the Company committed to a plan to dispose a portion of our Casegoods wholesale business (the "Casegoods disposal group"). The Casegoods business currently operates within the Wholesale segment and the Casegoods disposal group does not meet the requirements to be classified as discontinued operations as the disposition of a portion of this business does not represent a strategic shift that will have a material effect on the Company’s operations and financial results.

During the third quarter of fiscal 2026 we completed the sale of the Casegoods headquarters building and related fixed assets, resulting in a $3.9 million gain recorded in selling, general and administrative expense. Additionally, we recorded an impairment charge of $3.0 million in cost of sales to reduce inventory classified as held for sale to its fair value on the upholstery portion of our Casegoods business which was sold during the fourth quarter of fiscal 2026. Both the gain on sale and

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impairment charge were recorded in the Wholesale segment. We anticipate the remaining assets in the Casegoods disposal group will be substantially disposed of by the end of fiscal 2026.

Retail Stores

During the third quarter of fiscal 2026, the Company committed to a plan to sell and leaseback buildings and related fixed assets of four retail stores by the end of fiscal 2026 (the "Retail disposal group"). Upon classifying these assets as held for sale, we concluded that the total carrying value of the Retail disposal group did not exceed its fair value and no impairment was recorded.

Note 5: Goodwill and Other Intangible Assets

We have goodwill on our consolidated balance sheet as follows:

Reportable Segment/Unit

Reporting Unit

Related Acquisition

Retail Segment

Retail

Independent La-Z-Boy Stores

Corporate and Other

Joybird

The following table summarizes changes in the carrying amount of our goodwill by reportable segment:

(Unaudited, amounts in thousands)	WholesaleSegment		RetailSegment		Corporateand Other		TotalGoodwill
Balance at April 26, 2025 (1)	$	—	$	150,144	$	55,446	$	205,590
Translation adjustment	—		(34)		—		(34)
Acquisitions	—		57,631		—		57,631
Balance at October 25, 2025 (1)	$	—	$	150,110	$	55,446	$	205,556
Translation adjustment	—		38		—		38
Balance at January 24, 2026 (1)	$	—	$	207,813	$	55,446	$	263,259

(1)Includes $26.9 million and $20.6 million of accumulated impairment losses in Corporate and Other and the Wholesale segment, respectively.

We have intangible assets on our consolidated balance sheet as follows:

Reportable Segment

Intangible Asset

Useful Life

Wholesale Segment

American Drew® trade name (1)

Indefinite-lived

Retail Segment

Reacquired rights to own and operate La-Z-Boy Stores

Indefinite-lived

Corporate and Other

Joybird® trade name

Amortizable over eight-year useful life

(1)Reclassified to assets held for sale during the second quarter of fiscal 2026. Refer to Note 4, Assets Held for Sale, for further information.

The following summarizes changes in our intangible assets:

(Unaudited, amounts in thousands)	Indefinite-Lived TradeNames		Finite-LivedTrade Name		Indefinite-LivedReacquiredRights		TotalIntangibleAssets
Balance at April 26, 2025	$	1,155	$	998	$	49,008	$	51,161
Amortization	—		(399)		—		(399)
Acquisitions	—		—		28,339		28,339
Translation adjustment	—		—		(26)		(26)
Amortization	—		(599)		—		(599)
Translation adjustment	—		—		30		30
Reclass to assets held for sale	(1,155)		—		—		(1,155)
Balance at October 25, 2025	$	—	$	599	$	48,982	$	49,581
Balance at January 24, 2026	$	—	$	399	$	77,377	$	77,776

We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of each fiscal year, and more frequently if events or changes in circumstances indicate that an asset might be impaired. WeWhen we perform the quantitative test ~~amortizable~~for ~~intangible~~goodwill, ~~assets~~we establish the fair value for ~~impairment~~the ifreporting ~~events~~unit orbased ~~changes~~on the income approach, in ~~circumstances~~which ~~indicate~~we ~~that~~utilize a discounted cash flow model, the ~~assets~~market ~~might~~approach, bein ~~impaired~~which we utilize market multiples of comparable companies, or a combination of both approaches. The income approach requires the use of significant estimates and assumptions including

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forecasted sales growth, operating income projections, and discount rates and changes in these assumptions may materially impact our fair value assessment.

We test amortizable intangible assets for impairment if events or changes in circumstances indicate that the assets might be impaired.

Note 6: Investments

We have current and long-term investments intended to enhance returns on our cash as well as to fund future obligations of certain retirement plans. Our short-term investments are included in other current assets and our long-term investments are included in other long-term assets on our consolidated balance sheet.

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The following summarizes our investments:

(Unaudited, amounts in thousands)	101/2524/~~2025~~2026		4/26/2025
Short-term investments:
Marketable securities	$	11	$	10
Held-to-maturity investments	2,~~643~~768		2,607
Total short-term investments	2,~~654~~779		2,617
Long-term investments:
Marketable securities	12,~~667~~615		12,284
Total investments	$	15,~~321~~394	$	14,901
Investments to enhance returns on cash	$	2,~~643~~768	$	2,607
Investments to fund compensation/retirement plans	12,~~678~~626		12,294
Total investments	$	15,~~321~~394	$	14,901

The following is a summary of the unrealized gains, unrealized losses, and fair value by investment type:

	10/25/2025						4/26/2025
	1/24/2026						4/26/2025
(Unaudited, amounts in thousands)	GrossUnrealized Gains		GrossUnrealized Losses		Fair Value		GrossUnrealized Gains		GrossUnrealized Losses		Fair Value
Equity securities	$	1,~~176~~194	$	—	$	3,~~687~~723	$	618	$	—	$	3,489
Fixed income	~~247~~192		—(12)		6,~~479~~341		114		(50)		6,335
Other	~~231~~264		(3237)		5,~~155~~330		322		(15)		5,077
Total securities	$	1,~~654~~650	$	(3249)	$	15,~~321~~394	$	1,054	$	(65)	$	14,901

The following table summarizes sales of marketable securities:

Quarter Ended

~~Six~~Nine Months Ended

(Unaudited, amounts in thousands)

101/2524/~~2025~~2026

101/2625/~~2024~~2025

101/2524/~~2025~~2026

101/2625/~~2024~~2025

Proceeds from sales

~~501~~704

21,~~346~~490

~~717~~1,421

1011,~~225~~715

Gross realized gains

~~120~~70

~~318~~85

~~214~~284

~~433~~518

Gross realized losses

—(2)

—

—(2)

(35)

As of ~~October~~January 2524, ~~2025~~2026, we held $6.53 million of fixed income marketable securities, classified as available-for-sale securities, all of which do not have a single contractual maturity date.

Note 7: Debt

On October 15, 2021, we entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent, the other agents and lenders named therein and the other parties thereto (as amended prior to July 1, 2025, the “"Credit Agreement”). The Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of $200 million, which includes a $50 million letter of credit sub-limit (the “Credit Facility”).

On July 1, 2025, we entered into an amendment to the Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment, among other things, (i) extended the maturity date of the Credit Facility from October 15, 2026 to July 1, 2030, (ii) increased the accordion basket for additional revolving commitments and/or incremental term loans from $100 million to $125 million, (iii) removed the secured overnight financing rate (“SOFR”) credit spread adjustment, and (iv) decreased the consolidated fixed charge coverage ratio required to be satisfied under the Company’s financial covenant.13

Borrowings under the Credit Facility may be used by the Company for general corporate purposes. The Credit Facility will mature on July 1, 2030, and provides us the ability to extend the maturity date for two additional one-year periods, subject to the satisfaction of customary conditions.

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Agreement"). The Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of $200 million, which includes a $50 million letter of credit sub-limit (the "Credit Facility").

On July 1, 2025, we entered into an amendment to the Credit Agreement (the "Credit Agreement Amendment"). The Credit Agreement Amendment, among other things, (i) extended the maturity date of the Credit Facility from October 15, 2026 to July 1, 2030, (ii) increased the accordion basket for additional revolving commitments and/or incremental term loans from $100 million to $125 million, (iii) removed the secured overnight financing rate ("SOFR") credit spread adjustment, and (iv) decreased the consolidated fixed charge coverage ratio required to be satisfied under the Company’s financial covenant.

The Credit Facility contains certain restrictive loan covenants, including, among others, financial covenants requiring a maximum consolidated net lease adjusted leverage ratio and a minimum consolidated fixed charge coverage ratio, as well as customary covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, merge or consolidate, and dispose of certain assets.

As of ~~October~~January 2524, ~~2025~~2026, we have no borrowings outstanding under the Credit Facility and we were in compliance with our financial covenants under the Credit Facility.

Note 8: Product Warranties

We accrue an estimated liability for product warranties when we recognize revenue on the sale of warrantied products. We estimate future warranty claims on product sales based on sales volume and our historical claims experience and periodically adjust the provision to reflect changes in actual experience. We incorporate repair costs into our liability estimates, including materials, labor and overhead amounts necessary to perform repairs, and any costs associated with delivering repaired product to our customers. Over 90% of our warranty liability relates to our Wholesale reportable segment, as we generally warrant our products against defects ~~for~~from one to three years on fabric and leather, from one to five years on cushions and padding, and provide a limited lifetime warranty on certain mechanisms and frames, unless otherwise noted in the warranty. Additionally, our Wholesale segment warranties cover labor costs relating to our parts for one year. We also provide a limited lifetime warranty against defects on a majority of the Joybird products, which are a part of our Corporate and Other results. For all our manufacturer warranties, the warranty period begins when the consumer receives our product. We use considerable judgment in making our estimates, and we record differences between our actual and estimated costs when the differences are known.

A reconciliation of the changes in our product warranty liability is as follows:

Quarter Ended

~~Six~~Nine Months Ended

(Unaudited, amounts in thousands)

101/2524/~~2025~~2026

101/2625/~~2024~~2025

101/2524/~~2025~~2026 (1)

101/2625/~~2024~~2025

Balance as of the beginning of the period

2923,~~110~~545

29,~~478~~552

29,940

28,909

Accruals during the period

6,~~919~~122

87,~~416~~784

1319,~~495~~617

1725,~~316~~100

Settlements during the period

(65,~~878~~853)

(87,~~342~~871)

(1420,~~284~~137)

(1624,~~673~~544)

Change in warranty policy (2)

~~(5,606)~~—

—

(5,606)

—

Balance as of the end of the period

23,~~545~~814

29,~~552~~465

23,~~545~~814

29,~~552~~465

(1)$1617.92 million and $22.4 million is recorded in accrued expenses and other current liabilities as of ~~October~~January 2524, ~~2025~~2026, and April 26, 2025, respectively, while the remainder is included in other long-term liabilities.

(2)During the second quarter of fiscal 2026, we implemented a change in which dealers are provided an upfront service allowance for certain labor and delivery costs that they cover under our Wholesale warranty program. As part of this change, dealers provide these warranty services on La-Z-Boy products that they sell, and have previously sold, resulting in an overall reduction in our warranty liability.

We recorded accruals during the periods presented in the table above, primarily to reflect charges that relate to warranties issued during the respective periods.

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Note 9: Stock-Based Compensation

The table below summarizes the total stock-based compensation expense we recognized for all outstanding grants in our consolidated statement of income:

Quarter Ended

~~Six~~Nine Months Ended

(Unaudited, amounts in thousands)

101/2524/~~2025~~2026

101/2625/~~2024~~2025

101/2524/~~2025~~2026

101/2625/~~2024~~2025

Equity-based awards expense

43,~~823~~502

54,~~872~~381

811,~~243~~745

913,~~047~~428

Liability-based awards expense (1)

~~(74)~~70

~~(57)~~80

(8818)

~~104~~184

Total stock-based compensation expense

43,~~749~~572

54,~~815~~461

811,~~155~~727

913,~~151~~612

(1)Includes stock appreciation rights, deferred stock units issued to Directors, restricted stock units, and performance-based units. Compensation expense for these awards is based on the market price of our common stock on the grant date and is remeasured each reporting period based on the market value of our common shares on the last day of the reported period.

Restricted Stock. During the first ~~six~~nine months of fiscal 2026, we granted ~~263~~264,509 shares of restricted stock units to employees and we also have restricted stock awards outstanding from previous grants. We issue restricted stock at no cost to the employees and account for restricted stock awards as equity-based awards because when they vest, they will be settled in common shares. We recognize compensation expense for restricted stock over the vesting period equal to the fair value on the date our Compensation and Talent Oversight Committee of our board of directors approved the awards. Restricted stock awards vest at 25% per year, beginning one year from the grant date for a term of four years, with continued vesting upon retirement. We accelerate the expense for restricted stock granted to retirement-eligible employees over the vesting period, with expense recognized from the grant date through their retirement eligibility date or over the ten months following the grant date, whichever period is longer. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. The weighted average fair value of the restricted stock that was awarded in the first nine months of fiscal 2026 was $38.24 per share, the market value of our common shares on the date of grant.

12Restricted Stock Units Issued to Directors. During the first nine months of fiscal 2026, we granted 31,672 restricted stock units to our non-employee directors. Restricted stock units granted to our non-employee directors are offered at no cost to the directors and restricted stock units granted following August 2022 vest on the earlier of the date a director ceases to be a member of the board (for any reason other than the termination of service for cause) or the one year anniversary of the grant date. We account for these restricted stock units as equity-based awards because when they vest, they will be settled in shares of our common stock. We measure and recognize compensation expense for these awards based on the market price of our common shares on the date of grant. The weighted-average fair value of the restricted stock units granted to our non-employee directors in the first nine months of fiscal 2026 was $37.14 per share.

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date our Compensation and Talent Oversight Committee of our board of directors approved the awards. Restricted stock awards vest at 25% per year, beginning one year from the grant date for a term of four years, with continued vesting upon retirement. We accelerate the expense for restricted stock granted to retirement-eligible employees over the vesting period, with expense recognized from the grant date through their retirement eligibility date or over the ten months following the grant date, whichever period is longer. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. The weighted average fair value of the restricted stock that was awarded in the first six months of fiscal 2026 was $38.24 per share, the market value of our common shares on the date of grant.

Restricted Stock Units Issued to Directors. During the second quarter of fiscal 2026, we granted 29,224 restricted stock units to our non-employee directors. Restricted stock units granted to our non-employee directors are offered at no cost to the directors and restricted stock units granted following August 2022 vest on the earlier of the date a director ceases to be a member of the board (for any reason other than the termination of service for cause) or the one year anniversary of the grant date. We account for these restricted stock units as equity-based awards because when they vest, they will be settled in shares of our common stock. We measure and recognize compensation expense for these awards based on the market price of our common shares on the date of grant. The weighted-average fair value of the restricted stock units granted to our non-employee directors in the second quarter of fiscal 2026 was $36.96 per share.

Performance Shares. During the first quarter of fiscal 2026, we granted 182,671 performance-based shares, and we also have performance-based share awards outstanding from previous grants. Payouts of these grants depend on our financial performance (50%) and a market-based condition based on the total return our shareholders receive on their investment in our stock relative to returns earned through investments in other public companies (50%). The performance share opportunity ranges from 50% of the employee’s target award if minimum performance requirements are met to a maximum of 200% of the target award based on the attainment of certain financial and shareholder-return goals over a specific performance period, which is generally three fiscal years.

We account for performance-based shares as equity-based awards because when they vest, they will be settled in common shares. In the event of an employee's termination during the vesting period, the potential right to earn shares under this program is generally forfeited and we have elected to recognize forfeitures as an adjustment to compensation expense in the same period in which the forfeitures occur. For shares that vest based on our results relative to the performance goals, we expense as compensation cost the fair value of the shares as of the day we granted the awards recognized over the performance period, taking into account the probability that we will satisfy the performance goals. The fair value of each share of the awards we granted in fiscal 2026 that vest based on attaining performance goals was $35.62, the market value of our common shares on the date we granted the awards less the dividends we expect to pay before the shares vest. For shares that vest based on market conditions, we use a Monte Carlo valuation model to estimate each share’s fair value as of the date of grant. The Monte Carlo valuation model uses multiple simulations to evaluate our probability of achieving various stock price levels to determine our expected performance ranking relative to our peer group. For shares that vest based on market conditions, we expense compensation cost over the vesting period regardless of whether the market condition is ultimately satisfied. Based on the Monte Carlo valuation model, the fair value as of the grant date of the fiscal 2026 grant of shares that vest based on market conditions was $52.91.

Stock Options. We did not grant stock options to employees during the first six months of fiscal 2026, but we have stock options outstanding from grants from prior years. We account for stock options as equity-based awards because when they are exercised, they will be settled in common shares. We recognize compensation expense for stock options over the vesting period equal to the fair value on the date our Compensation and Talent Oversight Committee of our board of directors approved the awards. The vesting period for our stock options ranges from one to four years, with accelerated vesting upon retirement. The vesting date for retirement-eligible employees is the later of the date they meet the criteria for retirement or ten months after the grant date. We accelerate the expense for options granted to retirement eligible employees over the vesting period, with expense recognized from the grant date through their retirement eligibility date or over the ten months following the grant date, whichever period is longer. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. Granted options outstanding under the former long-term equity award plan remain in effect and have a term of 10 years. We estimated the fair value of the employee stock options granted in prior years at their respective grant date using the Black-Scholes option-pricing model, which requires management to make certain assumptions.15

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Stock Options. We did not grant stock options to employees during the first nine months of fiscal 2026, but we have stock options outstanding from grants from prior years. We account for stock options as equity-based awards because when they are exercised, they will be settled in common shares. We recognize compensation expense for stock options over the vesting period equal to the fair value on the date our Compensation and Talent Oversight Committee of our board of directors approved the awards. The vesting period for our stock options ranges from one to four years, with accelerated vesting upon retirement. The vesting date for retirement-eligible employees is the later of the date they meet the criteria for retirement or ten months after the grant date. We accelerate the expense for options granted to retirement eligible employees over the vesting period, with expense recognized from the grant date through their retirement eligibility date or over the ten months following the grant date, whichever period is longer. We have elected to recognize forfeitures as an adjustment to compensation expense in the same period as the forfeitures occur. Granted options outstanding under the former long-term equity award plan remain in effect and have a term of 10 years. We estimated the fair value of the employee stock options granted in prior years at their respective grant date using the Black-Scholes option-pricing model, which requires management to make certain assumptions.

Note 10: Accumulated Other Comprehensive Loss

Activity in accumulated other comprehensive income (loss) for the quarters ended January 24, 2026, and January 25, 2025, is as follows:

(Unaudited, amounts in thousands)	Translation adjustment		Unrealized gain (loss) on marketable securities		Net pension amortization and net actuarial gain (loss)		Accumulated other comprehensive income (loss)
Balance at July 26, 2025	$	(760)	$	350	$	(2,385)	$	(2,795)
Changes before reclassifications	(665)		169		—		(496)
Amounts reclassified to net income	—		(5)		25		20
Tax effect	—		(40)		(7)		(47)
Other comprehensive income (loss) attributable to La-Z-Boy Incorporated	(665)		124		18		(523)
Balance at October 25, 2025	$	(1,425)	$	474	$	(2,367)	$	(3,318)
Balance at July 27, 2024	$	(2,597)	$	359	$	(2,297)	$	(4,535)
Changes before reclassifications	1,272		(60)		—		1,212
Changes before reclassifications	924		(21)		—		903
Amounts reclassified to net income	—		(6)		26		20
Amounts reclassified to net income	—		(2)		21		19
Tax effect	—		16		(6)		10
Tax effect	—		6		(5)		1
Other comprehensive income (loss) attributable to La-Z-Boy Incorporated	1,272		(50)		20		1,242
Other comprehensive income (loss) attributable to La-Z-Boy Incorporated	924		(17)		16		923
Balance at January 24, 2026	$	(153)	$	424	$	(2,347)	$	(2,076)
Balance at October 26, 2024	$	(1,673)	$	342	$	(2,281)	$	(3,612)
Changes before reclassifications	(1,810)		(76)		—		(1,886)
Amounts reclassified to net income	—		(4)		21		17
Tax effect	—		19		(5)		14
Other comprehensive income (loss) attributable to La-Z-Boy Incorporated	(1,810)		(61)		16		(1,855)
Balance at January 25, 2025	$	(3,483)	$	281	$	(2,265)	$	(5,467)

~~Activity in accumulated other comprehensive income (loss) for the six months ended October 25, 2025, and October 26, 2024, is as follows:~~16

(Unaudited, amounts in thousands)	Translation adjustment		Unrealized gain (loss) on marketable securities		Net pension amortization and net actuarial gain (loss)		Accumulated other comprehensive income (loss)
Balance at April 26, 2025	$	(1,507)	$	337	$	(2,404)	$	(3,574)
Changes before reclassifications	82		188		—		270
Amounts reclassified to net income	—		(6)		50		44
Tax effect	—		(45)		(13)		(58)
Other comprehensive income attributable to La-Z-Boy Incorporated	82		137		37		256
Balance at October 25, 2025	$	(1,425)	$	474	$	(2,367)	$	(3,318)
Balance at April 27, 2024	$	(3,804)	$	246	$	(2,312)	$	(5,870)
Changes before reclassifications	2,131		129		—		2,260
Amounts reclassified to net income	—		(2)		41		39
Tax effect	—		(31)		(10)		(41)
Other comprehensive income attributable to La-Z-Boy Incorporated	2,131		96		31		2,258
Balance at October 26, 2024	$	(1,673)	$	342	$	(2,281)	$	(3,612)

We reclassified both the unrealized gain (loss) on marketable securities and the net pension amortization from accumulated other comprehensive loss to net income through other income (expense), net.

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Activity in accumulated other comprehensive income (loss) for the nine months ended January 24, 2026, and January 25, 2025, is as follows:


(Unaudited, amounts in thousands)	Translation adjustment		Unrealized gain (loss) on marketable securities		Net pension amortization and net actuarial gain (loss)		Accumulated other comprehensive income (loss)
Balance at April 26, 2025	$	(1,507)	$	337	$	(2,404)	$	(3,574)
Changes before reclassifications	1,354		128		—		1,482


Amounts reclassified to net income	—		(12)		76		64
Tax effect	—		(29)		(19)		(48)
Other comprehensive income attributable to La-Z-Boy Incorporated	1,354		87		57		1,498
Balance at January 24, 2026	$	(153)	$	424	$	(2,347)	$	(2,076)

Balance at April 27, 2024	$	(3,804)	$	246	$	(2,312)	$	(5,870)
Changes before reclassifications	321		53		—		374


Amounts reclassified to net income	—		(6)		62		56
Tax effect	—		(12)		(15)		(27)
Other comprehensive income attributable to La-Z-Boy Incorporated	321		35		47		403
Balance at January 25, 2025	$	(3,483)	$	281	$	(2,265)	$	(5,467)

We reclassified both the unrealized gain (loss) on marketable securities and the net pension amortization from accumulated other comprehensive loss to net income through other income (expense), net.

The components of noncontrolling interest were as follows:

	Quarter Ended				~~Six~~Nine Months Ended
(Unaudited, amounts in thousands)	101/2524/~~2025~~2026		101/2625/~~2024~~2025		101/2524/~~2025~~2026		101/2625/~~2024~~2025
Balance as of the beginning of the period	$	11,~~855~~867	$	1110,~~267~~357	$	11,353	$	10,296
Net income (loss)	132		(184)		225		461
Net income	150		516		375		977
Other comprehensive income (loss)	(120)		688		289		1,014
Other comprehensive income	615		34		904		1,048
Dividends distributed to joint venture minority partners	—		~~(1,414)~~—		—		(1,414)
Balance as of the end of the period	$	1112,~~867~~632	$	10,~~357~~907	$	1112,~~867~~632	$	10,~~357~~907

Note 11: Revenue Recognition

Our revenue is primarily derived from product sales. We report product sales net of discounts and recognize them when control (rights and obligations associated with the product) passes to the customer. For sales to furniture retailers or distributors, control typically transfers when we ship the product. In cases where we sell directly to the end consumer, control of the product is generally transferred upon delivery.

For shipping and handling activities, we have elected to apply the accounting policy election permitted in ASC 606-10-25-18B, which allows an entity to account for shipping and handling activities as fulfillment activities (rather than as a promised good or service) when the activities are performed even if those activities are performed after the control of the good has been transferred. We expense shipping and handling costs at the time we recognize revenue in accordance with this election.

For sales tax, we have elected to apply the accounting policy election permitted in ASC 606-10-32-2A, which allows an entity to exclude from the measurement of the transaction price all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). This allows us to present revenue net of these certain types of taxes.

We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of ~~one year or less. As our contracts typically are less than one year in length and do not have significant financing components, we have not adjusted consideration.~~

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one year or less. As our contracts typically are less than one year in length and do not have significant financing components, we have not adjusted consideration.

The following table presents our revenue disaggregated by product category and by segment or unit:

Quarter Ended October 25, 2025

Quarter Ended October 26, 2024

Quarter Ended January 24, 2026

Quarter Ended January 25, 2025

(Unaudited, amounts in thousands)

Wholesale

Retail

Corporateand Other

Total

Wholesale

Retail

Corporateand Other

Total

Upholstered Furniture

~~288~~286,~~277~~179

~~180~~204,~~242~~808

2930,~~611~~369

~~498~~521,~~130~~356

~~287~~284,~~105~~175

~~179~~183,~~772~~076

3231,~~387~~564

~~499~~498,~~264~~815

Casegoods Furniture

1814,~~677~~779

1213,~~365~~959

1,~~707~~889

3230,~~749~~627

1918,~~962~~316

1213,~~503~~275

21,~~401~~932

3433,~~866~~523

Delivery

39,~~258~~396

7,~~333~~566

2,~~256~~218

4849,~~847~~180

4042,~~306~~148

8,~~093~~683

2,~~208~~030

5052,~~607~~861

Other (1)

2326,~~227~~238

2225,~~103~~601

54,~~115~~601

5056,~~445~~440

1618,~~524~~359

2122,~~196~~633

5,~~091~~136

4246,~~811~~128

Total

~~369~~366,~~439~~592

~~222~~251,~~043~~934

3839,~~689~~077

~~630~~657,~~171~~603

~~363~~362,~~897~~998

~~221~~227,~~564~~667

4240,~~087~~662

~~627~~631,~~548~~327

Eliminations

(~~107~~116,~~691~~015)

(~~106~~109,~~521~~550)

Consolidated Net Sales

~~522~~541,~~480~~588

521,~~027~~777

Six Months Ended October 25, 2025

Six Months Ended October 26, 2024

Nine Months Ended January 24, 2026

Nine Months Ended January 25, 2025

(Unaudited, amounts in thousands)

Wholesale

Retail

Corporateand Other

Total

Wholesale

Retail

Corporateand Other

Total

Upholstered Furniture

~~560~~846,~~633~~812

~~351~~555,~~109~~917

5283,~~972~~341

~~964~~1,~~714~~486,070

~~568~~852,~~285~~460

~~346~~529,~~647~~723

6091,~~263~~827

~~975~~1,~~195~~474,010

Casegoods Furniture

3651,~~451~~230

2337,~~319~~278

34,~~086~~975

6293,~~856~~483

3654,~~050~~366

2337,~~878~~153

57,~~520~~452

6598,~~448~~971

Delivery

76116,~~605~~001

1422,~~836~~402

46,~~152~~370

95144,~~593~~773

78120,~~819~~967

1524,~~475~~158

46,~~276~~306

98151,~~570~~431

Other (1)

4874,~~707~~945

3965,~~929~~530

914,~~714~~315

98154,~~350~~790

3150,~~643~~002

3760,~~934~~567

1015,~~736~~872

80126,~~313~~441

Total

~~722~~1,~~396~~088,988

~~429~~681,~~193~~127

69109,~~924~~001

1,~~221~~879,~~513~~116

~~714~~1,~~797~~077,795

~~423~~651,~~934~~601

80121,~~795~~457

1,~~219~~850,~~526~~853

Eliminations

(~~206~~322,~~804~~819)

(~~202~~312,~~967~~517)

Consolidated Net Sales

1,~~014~~556,~~709~~297

1,~~016~~538,~~559~~336

(1)Primarily includes tariff and other surcharges, revenue for advertising, royalties, parts, accessories, after-treatment products, rebates and other sales incentives.

Upholstered Furniture - Includes revenue for upholstered furniture, such as recliners, sofas, loveseats, chairs, sectionals, modulars, and ottomans. This revenue includes sales to La-Z-Boy Stores (including company-owned stores), operators of La-Z-Boy Comfort Studio® and branded space locations, England Custom Comfort Center locations, other major dealers, independent retailers, and the end consumer.

Casegoods Furniture - Includes revenue for casegoods furniture typically found in a bedroom, such as beds, chests, dressers, nightstands and benches; furniture typically found in the dining room, such as dining tables, storage units, and stools; and furniture typically found throughout the home, such as cocktail tables, chairsides, sofa tables, end tables, and entertainment centers. This revenue includes sales to La-Z-Boy Stores (including company-owned stores), independent retailers, and the end consumer.

Contract Assets and Liabilities. We receive customer deposits from end consumers before we recognize revenue and in some cases, we have the unconditional right to collect the remaining portion of the order price before we fulfill our performance obligation, resulting in a contract asset and a corresponding deferred revenue liability. In our consolidated balance sheet, customer deposits and deferred revenue (collectively, the "contract liabilities") are reported in accrued expenses and other current liabilities while contract assets are reported as other current assets.

~~The following table presents our contract assets and liabilities:~~ 18

(Unaudited, amounts in thousands)	10/25/2025		4/26/2025
Contract assets	$	34,048	$	32,580
Customer deposits	$	82,858	$	72,894
Deferred revenue	34,048		32,580
Total contract liabilities (1)	$	116,906	$	105,474

(1)During the six months ended October 25, 2025, we recognized revenue of $100.0 million related to our contract liability balance at April 26, 2025.

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The following table presents our contract assets and liabilities:


(Unaudited, amounts in thousands)	1/24/2026		4/26/2025
Contract assets	$	49,888	$	32,580

Customer deposits	$	97,261	$	72,894
Deferred revenue	49,888		32,580
Total contract liabilities (1)	$	147,149	$	105,474

(1)During the nine months ended January 24, 2026, we recognized revenue of $101.0 million related to our contract liability balance at April 26, 2025.

Note 12: Segment Information

We report segment information consistent with the way our chief operating decision maker, (the "CODM"), our Board Chair, President and Chief Executive Officer, evaluates the operating results and performance of the Company. Our reportable operating segments include the Wholesale segment and the Retail segment.

Wholesale Segment. Our Wholesale segment consists primarily of four operating segments: La-Z-Boy, our largest operating segment, our England subsidiary, our ~~casegoods~~Casegoods operating segment that sells furniture under three brands (American Drew®, Hammary®, and Kincaid®), and our international operating segment, which includes our international La-Z-Boy wholesale and manufacturing businesses. We aggregate these operating segments into one reportable segment because they are economically similar and meet the other aggregation criteria for determining reportable segments. Our Wholesale segment manufactures and imports upholstered furniture, such as recliners and motion furniture, sofas, loveseats, chairs, sectionals, modulars, ottomans and sleeper sofas and imports casegoods (wood) furniture such as bedroom sets, dining room sets, entertainment centers and occasional pieces. The Wholesale segment sells directly to La-Z-Boy Stores, operators of La-Z-Boy Comfort Studio® and branded space locations, England Custom Comfort Center locations, major dealers, and a wide cross-section of other independent retailers.

Retail Segment. Our Retail segment consists of one operating segment comprised of our ~~207~~226 company-owned La-Z-Boy Stores. The Retail segment sells primarily upholstered furniture, in addition to some casegoods and other home furnishings accessories, to end consumers through these stores.

Corporate and Other. Corporate and Other includes the shared costs for corporate functions, including human resources, information technology, finance and accounting, and legal, in addition to revenue generated through royalty agreements with companies licensed to use the La-Z-Boy® brand name on various products. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segments, including our global trading company in Hong Kong and Joybird, an omni-channel retailer that manufactures upholstered furniture, such as sofas, loveseats, chairs, ottomans, sleeper sofas and beds, and also imports casegoods (wood) furniture, such as occasional tables and other accessories. Joybird sells to the end consumer online through its website, www.joybird.com, and through small-format stores in key markets. None of the operating segments included in Corporate and Other meet the requirements of reportable segments.

We use operating income to evaluate segment performance and to allocate resources. Segment operating income is based on profit or loss from operations before interest expense, interest income, other income (expense), net and income taxes. The CODM assesses performance by regularly reviewing each segment's significant expense categories which include cost of sales, selling, general and administrative ("SG&A") expenses, and goodwill impairment, if applicable.

The accounting policies of the operating segments are the same as those described in our Annual Report on ~~form~~Form 10-K for the fiscal year ended April 26, 2025. We account for intersegment revenue transactions between our segments consistent with independent third-party transactions, that is, at current market prices. As a result, the manufacturing profit related to sales to our Retail segment is included within the Wholesale segment. Operating income realized on intersegment revenue transactions is therefore generally consistent with the operating income realized on our revenue from independent third-party transactions.

Identifiable assets are cash and equivalents, accounts receivable, net inventories, net property, plant and equipment, right-of-use lease assets, goodwill and other intangible assets. Our unallocated assets include deferred income taxes, corporate assets (including a portion of cash and equivalents), and various other assets. Asset information is regularly reviewed by the CODM at the consolidated level and segment-level asset information is not used for purposes of making decisions, assessing financial performance, or allocating resources.

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The following table presents sales and operating income (loss) by segment:

Quarter Ended October 25, 2025

Quarter Ended January 24, 2026

(Unaudited, amounts in thousands)

Wholesale

Retail

Corporate & Other

Intersegment Eliminations

Consolidated

Sales to external customers

~~263~~252,~~556~~378

~~222~~251,~~043~~934

3637,~~881~~276

—

~~522~~541,~~480~~588

Intersegment sales

~~105~~114,~~883~~214

—

1,~~808~~801

(~~107~~116,~~691~~015)

—

Total sales

~~369~~366,~~439~~592

~~222~~251,~~043~~934

3839,~~689~~077

(~~107~~116,~~691~~015)

~~522~~541,~~480~~588

Cost of sales

~~273~~279,~~536~~939

96111,~~373~~646

1618,~~394~~362

(94101,~~961~~870)

~~291~~308,~~342~~077

Gross profit

9586,~~903~~653

~~125~~140,~~670~~288

2220,~~295~~715

(1214,~~730~~145)

~~231~~233,~~138~~511

SG&A expenses

6667,~~847~~539

~~101~~113,~~849~~766

3836,~~993~~540

(1214,~~730~~145)

~~194~~203,~~959~~700

Operating income (loss)

2919,~~056~~114

2326,~~821~~522

(1615,~~698~~825)

—

3629,~~179~~811

Interest expense

(~~110~~159)

Interest income

32,~~549~~698

Other income (expense), net

(54599)

Income before income taxes

3931,~~564~~751

Quarter Ended October 26, 2024

Quarter Ended January 25, 2025

(Unaudited, amounts in thousands)

Wholesale

Retail

Corporate & Other

Intersegment Eliminations

Consolidated

Sales to external customers

~~258~~255,~~983~~028

~~221~~227,~~564~~667

4039,~~480~~082

—

521,~~027~~777

Intersegment sales

~~104~~107,~~914~~970

—

1,~~607~~580

(~~106~~109,~~521~~550)

—

Total sales

~~363~~362,~~897~~998

~~221~~227,~~564~~667

4240,~~087~~662

(~~106~~109,~~521~~550)

521,~~027~~777

Cost of sales

~~268~~267,~~697~~319

98101,~~314~~244

17,~~279~~859

(9396,~~911~~010)

290,~~379~~412

Gross profit

95,~~200~~679

~~123~~126,~~250~~423

2422,~~808~~803

(1213,~~610~~540)

~~230~~231,~~648~~365

SG&A expenses

7072,~~671~~114

95101,~~353~~966

3835,~~462~~657

(1213,~~610~~540)

~~191~~196,~~876~~197

Operating income (loss)

2423,~~529~~565

2724,~~897~~457

(1312,~~654~~854)

—

3835,~~772~~168

Interest expense

(99102)

Interest income

3,~~730~~465

Other income (expense), net

~~(1,879)~~97

Income before income taxes

4038,~~524~~628

Six Months Ended October 25, 2025

Nine Months Ended January 24, 2026

(Unaudited, amounts in thousands)

Wholesale

Retail

Corporate & Other

Intersegment Eliminations

Consolidated

Sales to external customers

~~518~~771,~~901~~279

~~429~~681,~~193~~127

66103,~~615~~891

—

1,~~014~~556,~~709~~297

Intersegment sales

~~203~~317,~~495~~709

—

35,~~309~~110

(~~206~~322,~~804~~819)

—

Total sales

~~722~~1,~~396~~088,988

~~429~~681,~~193~~127

69109,~~924~~001

(~~206~~322,~~804~~819)

1,~~014~~556,~~709~~297

Cost of sales

~~537~~817,~~578~~517

~~189~~301,~~836~~482

2847,~~928~~290

(~~181~~283,~~968~~838)

~~574~~882,~~374~~451

Gross profit

~~184~~271,~~818~~471

~~239~~379,~~357~~645

4061,~~996~~711

(2438,~~836~~981)

~~440~~673,~~335~~846

SG&A expenses

~~130~~198,~~587~~126

~~202~~316,~~416~~182

74110,~~002~~542

(2438,~~836~~981)

~~382~~585,~~169~~869

Operating income (loss)

5473,~~231~~345

3663,~~941~~463

(3348,~~006~~831)

—

5887,~~166~~977

Interest expense

(~~230~~389)

Interest income

69,~~657~~355

Other income (expense), net

(~~639~~1,238)

Income before income taxes

6395,~~954~~705

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Six Months Ended October 26, 2024

Nine Months Ended January 25, 2025

(Unaudited, amounts in thousands)

Wholesale

Retail

Corporate & Other

Intersegment Eliminations

Consolidated

Sales to external customers

~~515~~770,~~003~~031

~~423~~651,~~934~~601

77116,~~622~~704

—

1,~~016~~538,~~559~~336

Intersegment sales

~~199~~307,~~794~~764

—

34,~~173~~753

(~~202~~312,~~967~~517)

—

Total sales

~~714~~1,~~797~~077,795

~~423~~651,~~934~~601

80121,~~795~~457

(~~202~~312,~~967~~517)

1,~~016~~538,~~559~~336

Cost of sales

~~528~~796,~~990~~309

~~189~~290,~~064~~308

3351,~~198~~058

(~~178~~274,~~684~~695)

~~572~~862,~~568~~980

Gross profit

~~185~~281,~~807~~486

~~234~~361,~~870~~293

4770,~~597~~399

(2437,~~283~~822)

~~443~~675,~~991~~356

SG&A expenses

~~137~~209,~~279~~393

~~186~~288,~~324~~290

73109,~~529~~185

(2437,~~283~~822)

~~372~~569,~~849~~046

Operating income (loss)

4872,~~528~~093

4873,~~546~~003

(2538,~~932~~786)

—

71106,~~142~~310

Interest expense

(~~309~~411)

Interest income

811,~~154~~619

Other income (expense), net

(2,~~497~~400)

Income before income taxes

76115,~~490~~118

Quarter Ended

~~Six~~Nine Months Ended

(Unaudited, amounts in thousands)

101/2524/2526

101/2625/2425

101/2524/2526

101/2625/2425

Depreciation and Amortization

Wholesale segment

67,~~474~~086

6,~~490~~662

1320,~~089~~175

1219,~~747~~409

Retail segment

3,~~536~~471

2,~~745~~672

610,~~729~~200

58,~~375~~047

Corporate and Other

1,~~760~~968

2,~~262~~042

35,~~281~~249

57,~~522~~564

Consolidated depreciation and amortization

1112,~~770~~525

11,~~497~~376

2335,~~099~~624

2335,~~644~~020

Capital Expenditures

Wholesale segment

69,~~152~~747

74,~~492~~584

1424,~~573~~320

1520,~~514~~098

Retail segment

126,~~136~~673

713,~~642~~447

2026,~~252~~925

1427,~~110~~557

Corporate and Other

21,~~178~~390

~~2,015~~738

45,~~102~~492

3,~~145~~883

Consolidated capital expenditures

2017,~~466~~810

1718,~~149~~769

3856,~~927~~737

3251,~~769~~538

Sales by Country (1)

United States

9291%

91%

9291%

90%

Canada

56%

Other

43%

34%

Total

100%

(1)Sales are attributed to countries on the basis of the customer's location.

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(Unaudited, amounts in thousands)	101/2524/2526		4/26/25
Assets
Wholesale segment	$	~~667~~650,~~415~~641	$	662,987
Retail segment	~~740~~904,~~695~~540		727,178
Unallocated assets	~~550~~531,~~648~~782		531,997
Consolidated assets	$	12,~~958~~086,~~758~~963	$	1,922,162
Long-Lived Assets by Geographic Location
Domestic	$	~~996~~1,~~452~~133,927	$	976,220
International	6872,~~634~~636		72,591
Consolidated long-lived assets	$	1,~~065~~206,~~086~~563	$	1,048,811

Note 13: Income Taxes

Our effective tax rate was 2631.73% and 2627.18% for ~~second~~third quarter and ~~six~~nine months ended ~~October~~January 2524, ~~2025~~2026, respectively, compared with 2625.31% and 25.96% for ~~second~~third quarter and ~~six~~nine months ended ~~October~~January 2625, ~~2024~~2025. The year-over-year increases were primarily due to operating losses and charges related to our supply chain optimization actions in our United Kingdom business. Our effective tax rate varies from the 21% federal statutory rate primarily due to state and foreign taxes.

On July 4, 2025, the "One Big Beautiful Bill Act" ("OBBBA"), was signed into law, making several provisions of the Tax Cuts and Jobs Act permanent. Under ASC 740, Income Taxes, the effects of changes in tax laws must be recognized in the period of enactment. Based on current assessments, the provisions of the new law ~~are~~will not ~~expected to~~ have a material impact on the Company's effective tax rate. The OBBBA is expected to have a favorable impact on taxes payable due to accelerated tax deductions from the law changes relating to expensing of domestic research and experimental expenditures and changes to bonus depreciation.

Note 14: Earnings per Share

The following is a reconciliation of the numerators and denominators we used in our computations of basic and diluted earnings per share:

Quarter Ended

~~Six~~Nine Months Ended

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

101/2524/~~2025~~2026

101/2625/~~2024~~2025

101/2524/~~2025~~2026

101/2625/~~2024~~2025

Numerator (basic and diluted):

Net income available to common Shareholders

2821,~~858~~650

3028,~~037~~429

4768,~~062~~712

5684,~~196~~625

Denominator:

Basic weighted average common shares outstanding

41,~~227~~084

41,~~708~~437

41,~~127~~113

41,~~880~~733

Contingent common shares

60290

~~270~~471

76293

~~261~~462

Stock option dilution

~~100~~111

~~176~~195

~~122~~118

~~175~~185

Diluted weighted average common shares outstanding

41,~~387~~485

42,~~154~~103

41,~~325~~524

42,~~316~~380

Earnings per Share:

Basic

0.7053

0.7269

1.1467

12.3403

Diluted (1)

0.7052

0.7168

1.1465

12.3300

(1)Diluted earnings per share was computed using the treasury stock method.

The values for contingent common shares set forth above reflect the dilutive effect of common shares that we would have issued to employees under the terms of performance-based share awards if the relevant performance period for the award had been the reporting period.

We exclude the effect of options from our diluted share calculation when the weighted average exercise price of the options is higher than the average market price, since including the options' effect would be anti-dilutive. For the ~~second~~third quarter and ~~six~~nine months ended ~~October~~January 2524, ~~2025~~2026, we excluded options to purchase 0.2 million shares from the diluted share calculation. For the

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~~second~~third quarter and ~~six~~nine months ended ~~October~~January 2625, ~~2024~~2025 we did not exclude any outstanding options from the diluted share calculation.

Note 15: Fair Value Measurements

Accounting standards require that we put financial assets and liabilities into one of three categories based on the inputs we use to value them:

•Level 1 — Financial assets and liabilities, the values of which are based on unadjusted quoted market prices for identical assets and liabilities in an active market that we have the ability to access.

•Level 2 — Financial assets and liabilities, the values of which are based on quoted prices in markets that are not active or on model inputs that are observable for substantially the full term of the asset or liability.

•Level 3 — Financial assets and liabilities, the values of which are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

Accounting standards require that in making fair value measurements, we use observable market data when available. When inputs used to measure fair value fall within different levels of the hierarchy, we categorize the fair value measurement as being in the lowest level that is significant to the measurement. We recognize transfers between levels of the fair value hierarchy at the end of the reporting period in which they occur.

In addition to assets and liabilities that we record at fair value on a recurring basis, we are required to record assets and liabilities at fair value on a non-recurring basis. We measure non-financial assets such as other intangible assets, goodwill, and other long-lived assets at fair value when there is an indicator of impairment, and we record them at fair value only when we recognize an impairment loss.

The following table presents the fair value hierarchy for those assets and liabilities we measured at fair value on a recurring basis at ~~October~~January 2524, ~~2025~~2026 and April 26, 2025. There were no transfers into or out of Level 1, Level 2, or Level 3 for any of the periods presented.

At October 25, 2025

At January 24, 2026

Fair Value Measurements

(Unaudited, amounts in thousands)

Level 1

Level 2

Level 3

NAV(1)

Total

Assets

Marketable securities

—

2,~~511~~562

—

10,~~167~~064

12,~~678~~626

Held-to-maturity investments

2,~~643~~768

—

2,~~643~~768

Total assets

2,~~643~~768

2,~~511~~562

—

10,~~167~~064

15,~~321~~394


At April 26, 2025
	Fair Value Measurements
(Unaudited, amounts in thousands)	Level 1		Level 2		Level 3		NAV(1)		Total
Assets
Marketable securities	$	—	$	2,470	$	—	$	9,824	$	12,294
Held-to-maturity investments	2,607		—		—		—		2,607

Total assets	$	2,607	$	2,470	$	—	$	9,824	$	14,901

(1)Certain marketable securities investments are measured at fair value using net asset value per share under the practical expedient methodology.

At ~~October~~January 2524, ~~2025~~2026 and April 26, 2025, we held marketable securities to fund future obligations of certain retirement plans.

The fair value measurements for our Level 1 and Level 2 securities are based on quoted prices in active markets, as well as through broker quotes and independent valuation providers, multiplied by the number of shares owned exclusive of any transaction costs.

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Note 16: Subsequent Events

On October 28, 2025, we completed the acquisition of the Atlanta, GA, Northeast Florida, and Knoxville, TN businesses that operate 15 independently owned La-Z-Boy Stores and four distribution centers. We expect to pay $85.5 million during the third quarter of fiscal 2026, subject to further customary adjustments. We will begin including the stores in our Retail segment results in the third quarter of fiscal 2026. We anticipate recording our initial purchase accounting, including the fair value measurements for acquired inventory, the indefinite-lived reacquired rights asset, and the goodwill acquired as part of this acquisition, when we report our financial results of our third quarter of fiscal 2026. This acquisition is not significant to our consolidated financial statements, and therefore, pro-forma financial information will not be presented.

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

We have prepared this Management’s Discussion and Analysis as an aid to understanding our financial results. It should be read in conjunction with the accompanying Consolidated Financial Statements and related Notes to Consolidated Financial Statements. After a cautionary note regarding forward-looking statements, we begin with an introduction to our key businesses and then provide discussions of our results of operations, liquidity and capital resources, and critical accounting policies.

Cautionary Note Regarding Forward-Looking Statements

La-Z-Boy Incorporated and its subsidiaries (individually and collectively, "we," "our," "us," "La-Z-Boy" or the "Company") make "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include information concerning expectations, projections or trends relating to our results of operations, financial results, financial condition, strategic initiatives and plans, acquisitions, expenses, dividends, share repurchases, liquidity, use of cash and cash requirements, borrowing capacity, investments, future economic performance, and our business and industry.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements may include words such as "aim," "anticipates," "believes," "continues," "estimates," "expects," "feels," "forecasts," "hopes," "intends," "likely," "non-recurring," "one-time," "outlook," "plans," "projects," "seeks," "short-term," "target," "unusual," or words of similar meaning, or future or conditional verbs, such as "will," "should," "could," or "may." A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. You should not place undue reliance on forward-looking statements, which speak to our views only as of the date of this report. These forward-looking statements are all based on currently available operating, financial, and competitive information and are subject to various risks and uncertainties, many of which are unforeseeable and beyond our control. Additional risks and uncertainties that we do not presently know about or that we currently consider to be immaterial may also affect our business operations and financial performance.

Our actual future results and trends may differ materially from those we anticipate depending on a variety of factors, including, but not limited to, the risks and uncertainties discussed in our Annual Report for the fiscal year ended April 26, 2025, under Item 1A, "Risk Factors" and Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and in our other filings with the Securities and Exchange Commission ("SEC"). Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results. Any or all of the forward-looking statements contained in our Annual Report for the fiscal year ended April 26, 2025 or any other public statement made by us, including by our management, may turn out to be incorrect. We are including this cautionary note to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason.

Introduction

Our Business

We are the leading global producer of reclining chairs and one of the largest manufacturers/distributors of residential furniture in the United States. The La-Z-Boy Stores retail network is the third largest retailer of single-branded furniture in the United States. We manufacture, market, import, export, distribute and retail upholstery furniture products under the La-Z-Boy®, England, Kincaid®, and Joybird® tradenames. In addition, we import, distribute and retail accessories and casegoods (wood) furniture products under the Kincaid®, American Drew®, Hammary®, and Joybird® tradenames.

As of ~~October~~January 2524, ~~2025~~2026, our supply chain operations included the following:

•Five major manufacturing locations and 1211 distribution centers in the United States and three facilities in Mexico to support our speed-to-market and customization strategy

•A logistics company that distributes a portion of our products in the United States

•An upholstery manufacturing business in the United Kingdom. ~~and~~As aof ~~wholesale~~the ~~sales~~end ~~office~~of ~~that~~the isthird ~~responsible~~quarter ~~for~~of ~~distribution~~fiscal of2026, ~~our~~we ~~product~~are in the ~~United~~process ~~Kingdom~~of closing this business and ~~Ireland~~we expect to cease production by the end of fiscal 2026.

•A wholesale sales office that is responsible for distribution of our product in the United Kingdom and Ireland

•A global trading company in Hong Kong that helps us manage our Asian supply chain by establishing and maintaining relationships with our Asian suppliers, as well as identifying efficiencies and savings opportunities

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We also participate in two consolidated joint ventures in Thailand that support our international businesses: one that operates a manufacturing facility and another that operates a wholesale sales office. Additionally, we have contracts with several suppliers in Asia to produce products that support our pure import model for casegoods.

We sell our products through multiple channels: to furniture retailers or distributors in the United States, Canada, and approximately 50 other countries, including the United Kingdom, China, Australia, South Korea and New Zealand, directly to consumers through retail stores that we own and operate, and through our websites, www.la-z-boy.com and www.joybird.com.

•The centerpiece of our retail distribution strategy is our network of ~~370~~374 La-Z-Boy Stores, over 500 La-Z-Boy Comfort Studio® locations, and ~~over~~nearly ~~800~~900 La-Z-Boy branded space locations, each dedicated to marketing our La-Z-Boy branded products. We consider this dedicated space to be “"proprietary.”"

◦La-Z-Boy Stores help consumers furnish their homes by combining the style, comfort, and quality of La-Z-Boy furniture with our available design services. We own ~~207~~226 of the La-Z-Boy Stores, while the remainder are independently owned and operated.

◦La-Z-Boy Comfort Studio® locations are defined spaces within larger independent retailers that are dedicated to displaying and selling La-Z-Boy branded products, while La-Z-Boy branded space locations display a curated selection of La-Z-Boy branded products within larger independent dealers. All La-Z-Boy Comfort Studio® locations and La-Z-Boy branded space locations are independently owned and operated.

◦In total, we have approximately 7.7 million square feet of proprietary floor space dedicated to selling La-Z-Boy branded products in North America within our La-Z-Boy Stores and La-Z-Boy Comfort Studio® locations.

◦We also have approximately 2.6 million square feet of floor space outside of North America dedicated to selling La-Z-Boy branded products.

•Our other brands, England, American Drew, Hammary, and Kincaid enjoy distribution through many of the same outlets, with over half of Hammary’s sales originating through the La-Z-Boy Store network.

◦Kincaid and England have their own dedicated proprietary in-store programs with ~~674~~685 outlets and approximately 2.0 million square feet of proprietary floor space.

◦During the second quarter of fiscal 2026, the Company committed to a plan to dispose a portion of our Casegoods wholesale business. Refer to Note 4, Assets Held for Sale, to our consolidated financial statements for further information.

•Joybird sells product online and has 1415 small-format stores in key markets.

Century Vision Strategy

Our goal is to deliver value to our shareholders over the long term by executing our Century Vision, our strategic plan for growth to our centennial year in 2027, in which we aim to grow sales and market share and strengthen our operating margins. The foundation of our strategic plan is to drive disproportionate growth of our two consumer brands, La-Z-Boy and Joybird, by delivering the transformational power of comfort with a consumer-first approach. We plan to drive growth in the following ways:

Expanding the La-Z-Boy brand reach

•Leveraging our connection to comfort and reinvigorating our brand with a consumer focus and expanded omni-channel presence. Our strategic initiatives to leverage and reinvigorate our iconic La-Z-Boy brand center on a renewed focus on leveraging the compelling La-Z-Boy comfort message, accelerating our omni-channel offering, and identifying additional consumer-base growth opportunities. We leverage our consumer insights to develop and deliver on-trend upholstered furniture, particularly in the motion and reclining categories. We launched our brand campaign and marketing platform in fiscal 2024, Long Live the Lazy, with compelling, consumer inspired, messaging designed to increase recognition and consideration of the brand. We expect that this messaging will enhance the appeal of our brand with a broader consumer base. Further, our goal is to connect with consumers along their purchase journey through multiple means, whether online or in person. We are driving change throughout our digital platforms to improve the user experience, with a specific focus on the ease with which customers browse through our broad product assortment, customize products to their liking, find stores to make a purchase, or purchase at www.la-z-boy.com.

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•Growing our La-Z-Boy Store network. We expect our strategic initiatives in this area to generate growth in our Retail segment through an increased company-owned store count and in our Wholesale segment as our proprietary distribution network expands. We are not only focused on growing the number of locations, but also on upgrading existing store locations to our new concept designs. We are prioritizing growth of our company-owned Retail business by opportunistically acquiring existing La-Z-Boy Stores and opening new La-Z-Boy Stores where we see opportunity for growth, or where we believe we have opportunities for further market penetration.

•Expanding the reach of our wholesale distribution channels. Consumers experience the La-Z-Boy brand in many channels including the La-Z-Boy Store network, the La-Z-Boy Comfort Studio® locations, our store-within-a-store format, and La-Z-Boy branded space locations. While consumers increasingly interact with the brand digitally, our consumers also demonstrate an affinity for visiting our stores to shop, allowing us to frequently deliver the flagship La-Z-Boy Store, La-Z-Boy Comfort Studio®, or La-Z-Boy branded space experience and provide design services. In addition to our branded distribution channels, approximately 1,900 other dealers sell La-Z-Boy products, which include some of the best-known names in the industry, providing us the benefit of multi-channel distribution. We believe there is significant growth potential for our consumer brands through these retail channels.

Profitably growing the Joybird brand

•Profitably growing the Joybird brand with a digital-first consumer experience. Joybird is a leading omni-channel, direct to consumer retailer and manufacturer of upholstered furniture. We believe that Joybird is a brand with significant potential and our strategic initiatives in this area focus on fueling profitable growth through the opening of additional small-format stores in key markets, an increase in digital marketing spend to drive awareness and customer acquisition, ongoing investments in technology, and an expansion of product assortment.

Enhancing our enterprise capabilities

•Enhancing our enterprise capabilities to support the growth of our consumer brands and enable potential acquisitions for growth. Key to successful growth is ensuring we have the capabilities to support that growth, including an agile supply chain, modern technology for consumers and employees, and by delivering a human-centered employee experience. Through our Century Vision strategic plan, we have several initiatives focused on enhancing these capabilities with a consumer-first focus.

Reportable Segments

Our reportable operating segments include the Retail segment and the Wholesale segment.

•Retail Segment. Our Retail segment consists of one operating segment comprised of our ~~207~~226 company-owned La-Z-Boy Stores. The Retail segment sells primarily upholstered furniture, in addition to some casegoods and other home furnishings accessories, to end consumers through these stores.

•Wholesale Segment. Our Wholesale segment consists primarily of four operating segments: La-Z-Boy, our largest operating segment, our England subsidiary, our ~~casegoods~~Casegoods operating segment that sells furniture under three brands (American Drew®, Hammary®, and Kincaid®), and our international operating segment, which includes our international La-Z-Boy wholesale and manufacturing businesses. We aggregate these operating segments into one reportable segment because they are economically similar and meet the other aggregation criteria for determining reportable segments. Our Wholesale segment manufactures and imports upholstered furniture, such as recliners and motion furniture, sofas, loveseats, chairs, sectionals, modulars, ottomans and sleeper sofas and imports casegoods (wood) furniture such as bedroom sets, dining room sets, entertainment centers and occasional pieces. The Wholesale segment sells directly to La-Z-Boy Stores, operators of La-Z-Boy Comfort Studio® and branded space locations, England Custom Comfort Center locations, major dealers, and a wide cross-section of other independent retailers.

•Corporate and Other. Corporate and Other includes the shared costs for corporate functions, including human resources, information technology, finance and accounting, and legal, in addition to revenue generated through royalty agreements with companies licensed to use the La-Z-Boy® brand name on various products. We consider our corporate functions to be other business activities and have aggregated them with our other insignificant operating segments, including our global trading company in Hong Kong and Joybird, an omni-channel retailer that manufactures upholstered furniture, such as sofas, loveseats, chairs, ottomans, sleeper sofas and beds, and also imports casegoods (wood) furniture, such as occasional tables and other accessories. Joybird sells to the end consumer online through its website, www.joybird.com, and through small-format stores in key markets. None of the operating segments included in Corporate and Other meet the requirements of reportable segments.

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Results of Operations

Fiscal 2026 ~~Second~~Third Quarter Compared with Fiscal 2025 ~~Second~~Third Quarter

La-Z-Boy Incorporated

	Quarter Ended					~~Six~~Nine Months Ended
(Unaudited, amounts in thousands, except percentages)	101/2524/~~2025~~2026		101/2625/~~2024~~2025		% Change	101/2524/~~2025~~2026		101/2625/~~2024~~2025		% Change
Sales	$	~~522~~541,~~480~~588	$	521,~~027~~777	0.3.8%	$	1,~~014~~556,~~709~~297	$	1,~~016~~538,~~559~~336	(01.2)	%
Operating income	3629,~~179~~811		3835,~~772~~168		(615.72)%	5887,~~166~~977		71106,~~142~~310		(1817.2)	%
Operating margin	65.95%		76.47%			5.7%		76.09%

Sales

Consolidated sales increased $119.58 million, or 0.3.8%, and ~~decreased~~ $118.90 million, or 01.2% in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago., ~~Sales~~led ~~benefited~~by ~~from~~incremental ~~growth~~sales infrom our ~~core~~retail ~~North~~store ~~America~~acquisitions ~~La-Z-Boy~~that ~~branded~~occurred ~~wholesale~~in ~~business~~fiscal ~~driven~~2025 ~~by strategic pricing~~ and ~~surcharge~~2026 ~~actions,~~along ~~increased~~with sales from our retail store expansion,. ~~and~~Sales ~~incremental~~during ~~sales~~the first nine months of fiscal 2026 further benefitted from growth in our ~~retail~~core ~~store~~North ~~acquisitions~~America ~~completed~~La-Z-Boy inbranded ~~the~~wholesale ~~prior~~business ~~year~~driven by strategic pricing and surcharge actions. These increases were ~~largely~~partially offset by ~~the combination of~~ lower delivered same-store sales in our Retail segment, along with lower delivered volume in our ~~Joybird~~Casegoods business. Additionally, lower delivered volume in our international wholesale businesses, due in part to a significant customer transition that began in the second quarter of fiscal 2025, negatively impacted sales in the first six months of fiscal 2026, and toJoybird ~~a lesser extent, in the second quarter of fiscal 2026~~businesses.

Operating Margin

Operating margin, which is calculated as operating income as a percentage of sales, decreased 50120 basis points ~~and 130 basis points~~ in both the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago.

•Gross margin, which is calculated as gross profit as a percentage of sales, decreased 10120 basis points and 3060 basis points in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago.

◦~~Increased~~During ~~supply~~the ~~chain~~third ~~costs~~quarter of fiscal 2026, ~~including~~we ~~higher~~recorded ~~distribution~~$3.4 million ~~costs~~of ~~related~~severance toexpense ~~our~~in ~~distribution~~connection ~~and~~with ~~home~~the ~~delivery~~planned ~~transformation,~~closure of the United Kingdom manufacturing business and ~~increased~~a ~~overhead~~$3.0 million inimpairment charge to adjust inventory held for sale to its fair value on the upholstery portion of our ~~manufacturing~~Casegoods ~~operations~~business, ~~drove~~both aof ~~decrease~~which inreduced gross margin in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, compared with the same periods a year ago.

◦~~Partially~~Higher ~~offsetting~~distribution ~~the~~costs, ~~item~~primarily ~~above~~related to our distribution and home delivery transformation, drove an additional decrease in gross margin in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, ~~benefited from lower input costs~~ compared with the same periods a year ago~~, led by favorable inbound ocean freight and improved sourcing~~.

~~•SG&A~~◦Partially ~~expenses~~offsetting asthe aitems ~~percentage~~above, ofchanges ~~sales~~in ~~increased~~our 40consolidated ~~basis~~mix ~~points~~drove ~~and~~an ~~100~~increase ~~basis~~in ~~points~~gross margin in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, ~~compared~~due ~~with~~to ~~the~~growth ~~same~~in ~~periods~~our Retail segment, which has a ~~year~~higher ~~ago~~gross margin than our Wholesale segment.

◦•SG&A ~~expense~~expenses as a percentage of sales ~~increased~~was ~~due~~flat toand ~~fixed~~increased ~~cost~~60 ~~deleverage~~basis points in ~~our~~the ~~Retail~~third ~~segment~~quarter ~~from lower delivered same-store sales combined with higher selling expenses~~ and ~~fixed~~first ~~costs~~nine ~~resulting~~months ~~from~~of ~~our~~fiscal ~~retail~~2026, ~~store~~respectively, ~~expansion~~compared inwith ~~support~~the ofsame ~~our~~periods ~~long-term~~a ~~strategy~~year ~~of growing our Retail segment~~ago.

◦~~Partially~~In ~~offsetting~~ the ~~item~~third ~~above~~quarter and first nine months of fiscal 2026, SG&A expense as a percentage of sales: benefited from lower warranty expense due to a reduction in our warranty liability driven by a change in which we provide our external dealers an upfront service allowance for certain labor and delivery costs that they provide under our Wholesale warranty program for La-Z-Boy products that they sell and have previously sold.

We▪Increased ~~discuss~~due ~~each~~to fixed cost deleverage in our Retail segment’s ~~results~~from lower delivered same-store sales combined with higher selling expenses and fixed costs resulting from our retail store expansion in ~~the~~support ~~following~~of ~~section~~our long-term strategy of growing our Retail segment.

26▪Decreased due to a $3.9 million gain recognized in the third quarter of fiscal 2026, as we completed the sale of our Casegoods headquarters building and related fixed assets.

◦In the third quarter of fiscal 2026, changes in our consolidated mix also drove an increase in SG&A expense as a percentage of sales compared with the same period a year ago, due to growth in our Retail segment, which has a higher SG&A expense as a percentage of sales than our Wholesale segment.

◦In the first nine months of fiscal 2026, SG&A expense as a percentage of sales also benefited from lower warranty expense due to a reduction in our warranty liability driven by a change in which we provide our external dealers an upfront service allowance for certain labor and delivery costs that they provide under our Wholesale warranty program for La-Z-Boy products that they sell and have previously sold.

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We discuss each segment’s results in the following section.

Retail Segment

	Quarter Ended						~~Six~~Nine Months Ended
(Unaudited, amounts in thousands, except percentages)	101/2524/~~2025~~2026		101/2625/~~2024~~2025		% Change		101/2524/~~2025~~2026		101/2625/~~2024~~2025		% Change
Sales	$	~~222~~251,~~043~~934	$	~~221~~227,~~564~~667	010.27	%	$	~~429~~681,~~193~~127	$	~~423~~651,~~934~~601	14.25	%
Operating income	2326,~~821~~522		2724,~~897~~457		~~(14~~8.6)4	%	3663,~~941~~463		4873,~~546~~003		(2313.91)	%
Operating margin	10.75%		1210.67%				89.63%		11.52%

Sales

The Retail segment’s sales increased $024.53 million, or ~~0.2~~11%, and $529.35 million, or, 15% in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago. The increase was primarily due to ~~increased sales from our retail store expansion, net of closed stores, along with~~ $623.04 million and $1437.17 million of incremental sales in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, resulting from our retail store acquisitions that occurred in fiscal 2025 and 2026, along with increased sales from our retail store expansion, net of closed stores. These increases were ~~largely and~~ partially offset by a decline in delivered same-store sales during the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026~~, respectively~~.

Total written sales increased 411% inand ~~both~~7% in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago. Written same-store sales decreased 24% and 3% over the same periods, primarily due to lower consumer demand as a result of a challenging macroeconomic environment. Same-store sales include the sales of all currently active stores that have been open and company-owned for each comparable period and excludes the benefit of net new stores and acquired stores.

Operating Margin

The Retail segment's operating margin decreased ~~190~~20 basis points and ~~290~~190 basis points in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago.

•Gross margin increased ~~100~~20 basis points and 4030 basis points in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago, primarily due to a favorable shift in product mix towards higher margin upholstery products.

•SG&A expenses as a percentage of sales increased ~~290~~40 basis points and ~~330~~220 basis points in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago, primarily due to fixed cost deleverage from lower delivered same-store sales combined with increased selling expenses and fixed costs resulting from our retail store expansion of 1012 net new stores over the last 12 months, supporting our long-term strategy of growing our Retail segment.

Wholesale Segment

Quarter Ended

~~Six~~Nine Months Ended

(Unaudited, amounts in thousands, except percentages)

101/2524/~~2025~~2026

101/2625/~~2024~~2025

% Change

101/2524/~~2025~~2026

101/2625/~~2024~~2025

% Change

Sales to external customers

~~263~~252,~~556~~378

~~258~~255,~~983~~028

~~518~~771,~~901~~279

~~515~~770,~~003~~031

Intersegment sales

~~105~~114,~~883~~214

~~104~~107,~~914~~970

~~203~~317,~~495~~709

~~199~~307,~~794~~764

Total Sales

~~369~~366,~~439~~592

~~363~~362,~~897~~998

1.50

~~722~~1,~~396~~088,988

~~714~~1,~~797~~077,795

1.10

Operating income

2919,~~056~~114

2423,~~529~~565

(18.59)

5473,~~231~~345

4872,~~528~~093

111.87

Operating margin

75.92%

6.75%

76.57%

6.87%

Sales

The Wholesale segment’s sales increased $53.56 million, or 21%, and $711.62 million, or 1% in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago, ~~primarily~~driven ~~due~~by tomodest growth inacross ~~our~~the ~~core~~majority ~~North~~of ~~America~~our ~~La-Z-Boy branded~~ wholesale ~~business~~businesses, ~~led~~partially offset by ~~strategic~~lower ~~pricing~~delivered ~~and~~volume ~~surcharge~~in ~~actions~~our Casegoods business. ~~The~~Additionally, sales ~~increase~~ in the first ~~six~~nine months of fiscal 2026 ~~was~~were ~~partially~~negatively ~~offset~~impacted by lower delivered volume in our international wholesale businesses, due in part to a significant customer transition that began in the second quarter fiscal 2025.

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Operating Margin

The Wholesale segment's operating margin ~~increased~~decreased ~~120~~130 basis points and 70was ~~basis~~flat ~~points~~ in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago.

•Gross margin decreased 10280 basis points and 40120 basis points in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago.

◦~~Increased~~During ~~distribution~~the ~~costs~~third quarter of fiscal 2026, ~~primarily~~we ~~due~~recorded to$3.4 million ~~incremental~~of ~~expenses~~severance ~~related~~expense toin ~~our~~connection ~~distribution~~with ~~and~~the ~~home~~planned ~~delivery~~closure ~~transformation,~~of ~~drove~~the United Kingdom manufacturing business resulting in a 7090 basis point and 9030 basis point ~~decrease~~reduction in gross margin in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago.

◦~~The~~During ~~first~~the ~~six~~third ~~months~~quarter of fiscal 2026, ~~also~~we ~~experienced~~recorded ~~higher~~a ~~manufacturing~~$3.0 million ~~overhead~~impairment ~~costs~~charge to adjust inventory held for sale to its fair value on the upholstery portion of our Casegoods business, ~~driving~~resulting ain 50an 80 basis point ~~decrease~~and 30 basis point reduction in gross margin in the third quarter and first nine months of fiscal 2026, respectively, compared with the same ~~period~~periods a year ago.

◦~~Partially~~Higher ~~offsetting~~distribution ~~the items above, lower input~~ costs, ~~led~~primarily byrelated ~~favorable~~to ~~inbound~~our ~~ocean~~distribution ~~freight~~ and ~~improved~~home ~~sourcing,~~delivery transformation drove aan 6080 basis point ~~and~~decrease ~~90 basis point increase~~ in gross margin in both the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, ~~respectively,~~ compared with the same periods a year ago.

~~•SG&A~~◦Gross ~~expense~~margin asin athe ~~percentage~~third quarter of ~~sales~~fiscal ~~decreased~~2026 ~~130~~also ~~basis~~decreased ~~points~~50 ~~and 110~~ basis points inas the ~~second~~Mexican ~~quarter~~peso ~~and~~strengthened ~~first~~relative ~~six~~to ~~months~~the ofU.S. ~~fiscal 2026~~dollar, ~~respectively,~~driving higher production-related costs compared with the same ~~periods~~period a year ago.

~~◦The~~•SG&A ~~reduction~~expense ~~in our warranty liability~~ as a ~~result~~percentage of ~~the~~sales ~~change~~decreased ~~described~~150 ~~above drove a 160~~ basis ~~point~~points and 80120 basis ~~point~~points ~~decrease~~ in ~~SG&A expense as a percentage of sales in~~ the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago. Lower warranty expense as a result of improved warranty trends drove an additional 30 basis point decrease in SG&A expense as a percentage of sales in the first six months of fiscal 2026 compared with the same period a year ago.

◦~~Partially~~During ~~offsetting~~ the ~~item~~third ~~above,~~quarter ~~marketing~~of ~~expense~~fiscal in2026, ~~the~~we ~~second~~completed ~~quarter~~the sale of ~~fiscal~~our ~~2026~~Casegoods ~~increased~~headquarters ~~relative~~building toand ~~the~~related ~~prior~~fixed ~~year~~assets, resulting in a $3.9 million gain and a comparative 110 basis point and 40 basis point ~~increase~~improvement in SG&A ~~expense~~ as a percentage of sales in third quarter and first nine months of fiscal 2026, respectively, compared with the same periods a year ago.

	Quarter Ended					Six Months Ended
(Unaudited, amounts in thousands, except percentages)	10/25/2025		10/26/2024		% Change	10/25/2025		10/26/2024		% Change
Sales	$	38,689	$	42,087	(8.1)%	$	69,924	$	80,795	(13.5)	%
Intercompany eliminations	(107,691)		(106,521)		(1.1)%	(206,804)		(202,967)		(1.9)	%
Operating loss	(16,698)		(13,654)		(22.3)%	(33,006)		(25,932)		(27.3)	%

◦The remaining decrease in SG&A expense as a percentage of sales in the third quarter of fiscal 2026 was primarily due to fixed cost leverage on higher sales.

◦SG&A expense as a percentage of sales also decreased 80 basis points in the first nine months of fiscal 2026, compared with the same period a year ago, due to a reduction in our warranty liability as a result of the change described above, along with lower warranty expense led by improved warranty trends.

Corporate and Other


	Quarter Ended					Nine Months Ended
(Unaudited, amounts in thousands, except percentages)	1/24/2026		1/25/2025		% Change	1/24/2026		1/25/2025		% Change
Sales	$	39,077	$	40,662	(3.9)%	$	109,001	$	121,457	(10.3)	%
Intercompany eliminations	(116,015)		(109,550)		(5.9)%	(322,819)		(312,517)		(3.3)	%
Operating loss	(15,825)		(12,854)		(23.1)%	(48,831)		(38,786)		(25.9)	%

Sales

Corporate and Other sales decreased $31.46 million and $1012.95 million in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago. The change in sales was primarily attributable to Joybird sales which decreased $31.81 million to $3435.9 million and $1011.78 million to $6298.65 million in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago, primarily due to lower delivered volume partially offset by a favorable shift in product mix. Written sales for Joybird ~~increased~~decreased 113% and ~~decreased 7.0~~9% in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago, as this consumer segment continues to be particularly volatile in the current macroeconomic environment.

Intercompany eliminations increased ~~slightly~~ in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026 compared with the same periods a year ago due to higher sales from our Wholesale segment to our Retail segment.

~~Operating Loss~~29

Our Corporate and Other operating loss increased $3.0 million and $7.1 million in the second quarter and first six months of fiscal 2026, respectively, compared with the same periods a year ago, primarily due to Joybird's operating loss resulting from lower delivered sales volume.

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Operating Loss

Our Corporate and Other operating loss increased $3.0 million and $10.0 million in the third quarter and first nine months of fiscal 2026, respectively, compared with the same periods a year ago, primarily due to Joybird's operating loss resulting from lower delivered sales volume.

Non-Operating Income (Expense)

Interest Income

Interest income was $0.28 million and $12.53 million lower in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with the same periods a year ago. The decrease in the third quarter and first ~~six~~nine months of fiscal 2026 was primarily driven by lower interest rates along with lower interest-bearing cash balances.

Other Income, (Expense), Net

Other income, (expense), net was $0.16 million and $01.62 million of expense in the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with $10.91 million of income and $2.54 million of expense in the same periods a year ago. The expense in the first nine months of fiscal 2026 and fiscal 2025 ~~was~~were primarily due to ~~exchange~~changes ~~rate~~in ~~losses~~exchange rates related to our ~~manufacturing~~operations ~~and~~in ~~wholesale~~Mexico ~~businesses~~and in Thailand.

Income Taxes

Our effective tax rate was 2631.73% and 2627.18% for the ~~second~~third quarter and first ~~six~~nine months of fiscal 2026, respectively, compared with 2625.31% and 25.96% for the ~~second~~third quarter and first ~~six~~nine months of fiscal 2025, respectively. The year-over-year increases were primarily due to operating losses and charges related to our supply chain optimization actions in our United Kingdom business. Our effective tax rate varies from the 21% federal statutory rate primarily due to state and foreign taxes.

Liquidity and Capital Resources

Our sources of liquidity include cash and cash equivalents, short-term and long-term investments, cash from operations, and amounts available under our credit facility. We believe these sources remain adequate to meet our short-term and long-term liquidity requirements, finance our long-term growth plans, and fulfill other cash requirements for day-to-day operations and capital expenditures, including fiscal 2026 contractual obligations.

We had cash and cash equivalents of $~~338~~306.51 million at ~~October~~January 2524, ~~2025~~2026, compared with $328.4 million at April 26, 2025. In addition, we had investments to enhance our returns on cash of $2.68 million at ~~October~~January 2524, ~~2025~~2026, ~~and~~compared with $2.6 million at April 26, 2025.

The following table illustrates the main components of our cash flows:

Six Months Ended

Nine Months Ended

(Unaudited, amounts in thousands)

101/2524/~~2025~~2026

101/2625/~~2024~~2025

Cash Flows Provided By (Used For)

Net cash provided by operating activities

86175,~~324~~690

68125,~~253~~269

Net cash used for investing activities

(38137,~~810~~739)

(4571,~~526~~190)

Net cash used for financing activities

(3760,~~555~~989)

(6181,~~693~~208)

Exchange rate changes

98706

~~930~~620

Change in cash and cash equivalents

10(22,~~057~~332)

(3826,~~036~~509)

Operating Activities

During the first ~~six~~nine months of fiscal 2026, net cash provided by operating activities was $86175.37 million, ~~an increase of $18.1 million compared with the same period a year ago. The year over year increase was~~ primarily ~~due~~attributable to ~~lower inventory balances and higher customer deposits, partially offset by lower~~ net income, adjusted for non-cash items, ~~and~~favorable achanges ~~smaller~~to ~~reduction~~working incapital, ~~receivables~~and higher customer deposits. ~~Our~~Net cash provided by operating activities in the first ~~six~~nine months of fiscal 2026 was ~~primarily~~$50.4 ~~attributable~~million tohigher ~~net~~than ~~income,~~the ~~adjusted~~same ~~for~~period ~~non-cash~~a ~~items,~~year ~~favorable~~ago ~~changes~~primarily due to ~~working~~favorable ~~capital,~~changes in inventory and payables combined with higher customer deposits, all partially offset by ~~the~~lower ~~payout~~net ofincome, ~~our~~adjusted ~~fiscal~~for ~~2025~~non-cash ~~incentive compensation award~~items.

~~Investing Activities~~30

During the first six months of fiscal 2026, net cash used for investing activities was $38.8 million, a decrease of $6.7 million compared with the same period a year ago, due to lower cash paid for acquisitions partially offset by higher capital expenditures, along with lower proceeds from the sale of investments, net of investment purchases.

Cash used for investing activities in the first six months of fiscal 2026 was mainly attributable to capital expenditures of $38.9 million, which were primarily related to La-Z-Boy Stores (new stores and remodels), manufacturing-related investments, and

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~~spending~~Investing related to our distribution and home delivery transformation. We anticipate that spending on these items will continue throughout the remainder of fiscal 2026, with full year fiscal 2026 capital expenditures expected to be in the range of $90 to $100 million. We have no material contractual commitments outstanding for future capital expenditures. Activities

During the first nine months of fiscal 2026, net cash used for investing activities was $137.7 million, an increase of $66.5 million compared with the same period a year ago, due to increased cash paid for acquisitions and higher capital expenditures, partially offset by higher proceeds from the sale of assets. Cash used for investing activities in fiscal 2026 included the following:

•Cash used for acquisitions was $86.4 million, primarily related to the acquisition of the Atlanta, Georgia, central/northeast Florida, and Knoxville, Tennessee retail business.

•Cash used for capital expenditures was $56.7 million, which were primarily related to La-Z-Boy Stores (new stores and remodels), manufacturing-related investments, and spending related to our distribution and home delivery transformation. We anticipate that spending on these items will continue throughout the remainder of fiscal 2026, with full year fiscal 2026 capital expenditures expected to be in the range of $80 to $90 million. We have no material contractual commitments outstanding for future capital expenditures.

•Proceeds from the sale of assets were $4.8 million, primarily related to the sale of the Casegoods headquarters building and related fixed assets.

Financing Activities

During the first ~~six~~nine months of fiscal 2026, net cash used for financing activities was $3761.60 million, a decrease of $2420.12 million compared with the same period a year ago, primarily due to lower share repurchases, partially offset by reduced proceeds from exercised stock options. Cash used for financing activities in the first ~~six~~nine months of fiscal 2026 included the following:

•Cash paid to our shareholders in quarterly dividends was $1828.1 million. Our board of directors has sole authority to determine if and when we will declare future dividends and on what terms. We expect the board to continue declaring regular quarterly cash dividends for the foreseeable future, but it may discontinue doing so at any time at the board's discretion.

•Cash paid to repurchase 0.37 million shares of company stock was $1327.31 million. Our board of directors has authorized the repurchase of Company stock and as of ~~October~~January 2524, ~~2025~~2026, 3.40 million shares remained available for repurchase pursuant to this authorization.

•Cash paid for tax withholding on stock issued as part of our employee benefit plans, net of proceeds from exercised stock options, was $4.94 million.

On October 15, 2021, we entered into a credit agreement with Wells Fargo Bank, National Association, as administrative agent, the other agents and lenders named therein and the other parties thereto (as amended prior to July 1, 2025, the “"Credit Agreement”"). The Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of $200 million, which includes a $50 million letter of credit sub-limit (the “"Credit Facility”").

On July 1, 2025, we entered into an amendment to the Credit Agreement (the “"Credit Agreement Amendment”"). The Credit Agreement Amendment, among other things, (i) extended the maturity date of the Credit Facility from October 15, 2026 to July 1, 2030, (ii) increased the accordion basket for additional revolving commitments and/or incremental term loans from $100 million to $125 million, (iii) removed the secured overnight financing rate (“"SOFR”") credit spread adjustment, and (iv) decreased the consolidated fixed charge coverage ratio required to be satisfied under the Company’s financial covenant.

As of ~~October~~January 2524, ~~2025~~2026, we have no borrowings outstanding under the Credit Facility and we were in compliance with our financial covenants under the Credit Facility. We believe our cash and cash equivalents, short-term investments, and cash from operations, in addition to our available Credit Facility, will provide adequate liquidity for our business operations over the next 12 months.

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Exchange Rate Changes

Due to changes in exchange rates, our cash and cash equivalents increased by $0.17 million for the ~~six~~nine months ended ~~October~~January 2524, ~~2025~~2026. These changes impacted our cash balances held in Canada, Thailand, and the United Kingdom.

Other

During the ~~second~~third quarter of fiscal 2026, there were no material changes to the information about our contractual obligations and commitments disclosed in our Annual Report on Form 10-K for the fiscal year ended April 26, 2025. We do not expect our continuing compliance with existing federal, state and local statutes dealing with protection of the environment to have a material effect on our capital expenditures, earnings, competitive position or liquidity.

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Critical Accounting Policies

We disclosed our critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended April 26, 2025. There were no material changes to our critical accounting policies or estimates during the ~~six~~nine months ended ~~October~~January 2524, ~~2025~~2026.

Recent Accounting Pronouncements

See Note 1, Basis of Presentation, to the consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of recently adopted accounting standards and other new accounting standards.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the first ~~six~~nine months of fiscal 2026, there were no material changes from the information contained in Item 7A of our Annual Report on Form 10-K for the fiscal year ended April 26, 2025.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. There were no changes in our internal controls over financial reporting that occurred during the ~~second~~third quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1A. RISK FACTORS

We disclosed our risk factors in our Annual Report on Form 10-K for the fiscal year ended April 26, 2025. There have been no material changes to our risk factors during the first ~~six~~nine months of fiscal 2026.

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

Our board of directors has authorized the repurchase of Company stock. Repurchases under these programs will be made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1. We spent $013.87 million on discretionary repurchases in the ~~second~~third quarter of fiscal 2026 to repurchase 230.4 ~~thousand~~million shares. As of ~~October~~January 2524, ~~2025~~2026, 3.40 million shares remained available for repurchase pursuant to the board authorization.

The following table summarizes our repurchases of Company stock during the quarter ended ~~October~~January 2524, ~~2025~~2026 and includes shares purchased from employees to satisfy their withholding tax obligations upon vesting of restricted shares:

(Unaudited, amounts in thousands, except per share data)	Total number ofshares repurchased (1)	Average price paid per share		Total number of shares repurchased as part of publicly announced plan (2)	Maximum number of shares that may yet be repurchased under the plan
Fiscal August (July 27 – August 30, 2025)	23	$	35.06	23	3,376
Fiscal November (October 26 – November 29, 2025)	65	$	38.87	65	3,311
Fiscal September (August 31 – September 27, 2025)	—	$	—	—	3,376
Fiscal December (November 30 – December 27, 2025)	285	$	39.37	285	3,026
Fiscal October (September 28 – October 25, 2025)	—	$	32.12	—	3,376
Fiscal January (December 28 – January 24, 2026)	2	$	39.29	—	3,026
Total (Fiscal Second Quarter of 2026)	23			23	3,376
Total (Fiscal Third Quarter of 2026)	352			350	3,026

(1) In addition to the 23349,~~073~~554 shares we repurchased during the quarter as part of our publicly announced, board-authorized plan described above, this column includes 401,759 shares we repurchased from employees to satisfy their withholding tax obligations upon vesting of restricted and performance based shares.

(2) On October 28, 1987, our board of directors announced the authorization of the plan to repurchase Company stock. The plan originally authorized 1.0 million shares, and since October 1987, 33.5 million shares have been added to the plan for repurchase. The authorization has no expiration date.

ITEM 5. OTHER INFORMATION

Securities Trading Plans of Directors and Officers

OnDuring ~~August 21, 2025, Ms. Melinda Whittington,~~ the ~~Company’s~~quarter ~~Board~~ended ~~Chair~~January 24, ~~President and Chief Executive Officer~~2026, ~~adopted~~none ~~a trading arrangement for the sale~~ of ~~securities~~our ofdirectors ~~the~~or ~~Company’s~~officers ~~common~~adopted ~~stock~~or (terminated ~~“Ms.~~a ~~Whittington’s~~ Rule 10b5-1 ~~Trading~~trading ~~Plan”)~~plan ~~that~~or isadopted ~~intended~~or toterminated ~~satisfy~~a ~~the affirmative defense conditions of Securities Exchange Act Rule 10b5~~non-~~1(c). Ms. Whittington’s~~ Rule 10b5-1 ~~Trading~~trading ~~Plan,~~arrangement ~~which~~(as ~~has~~each aterm ~~duration~~is ofdefined ~~approximately~~in ~~seven~~Item ~~months~~408 ~~following the required cooling-off period, provides for the potential exercise and sale~~ of upRegulation to 34,003 stock options pursuant to the terms of the plan. These stock options represent only a portion of the stock options held by Ms. Whittington and those with the earliest expiration dates. Ms. Whittington’s Rule 10b5S-1 Plan allows for the potential exercise of a portion of the stock options that she holds prior to their expiration, without impacting her compliance with the Company’s stock ownership guidelines and without significantly affecting her position in the Company’s securitiesK).

On September 4, 2025, Mr. Terrence (Tj) Linz, the Company’s President, Wholesale Brands, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (“Mr. Linz’s Rule 10b5-1 Trading Plan”). Mr. Linz’s Rule 10b5-1 Trading Plan, which has a duration of approximately eleven months following the required cooling-off period, provides for the potential exercise and sale of up to 30,876 stock options pursuant to the terms of the plan. Mr. Linz’s Rule 10b5-1 Trading Plan allows for the potential exercise of these stock options without impacting his compliance with the Company’s stock ownership guidelines.

Other than as described above, during the quarter ended October 25, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).

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ITEM 6. EXHIBITS

ExhibitNumber						Description
(31.1)						Certifications of Chief Executive Officer pursuant to Rule 13a-14(a)
(31.2)						Certifications of Chief Financial Officer pursuant to Rule 13a-14(a)
(32)						Certifications of Executive Officers pursuant to 18 U.S.C. Section 1350(b)
(101.INS)						Inline XBRL Instance Document
(101.SCH)						Inline XBRL Taxonomy Extension Schema Document
(101.CAL)						Inline XBRL Taxonomy Extension Calculation Linkbase Document
(101.LAB)						Inline XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)						Inline XBRL Taxonomy Extension Presentation Linkbase Document
(101.DEF)						Inline XBRL Taxonomy Extension Definition Linkbase Document
(104)						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~October~~January 2524, ~~2025~~2026, formatted in Inline XBRL (included in Exhibit 101)

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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.

			LA-Z-BOY INCORPORATED
			(Registrant)
Date: November 18, 2025
Date: February 17, 2026
			BY: /s/ Jennifer L. McCurry
			Jennifer L. McCurryVice President, Corporate Controller and Chief Accounting Officer

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