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Item 1. Financial Statements

2025-08-19 compared with 2025-02-18 · 134 added, 206 removed, 397 unchanged (46% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENT OF INCOME

Quarter Ended Nine Months Ended

Quarter Ended

(Unaudited, amounts in thousands, except per share data) 7/26/2025 7/27/2024

19 unchanged sentences

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Quarter Ended Nine Months Ended

Quarter Ended

(Unaudited, amounts in thousands) 7/26/2025 7/27/2024

Net income $ 18,297 $ 26,804

Other comprehensive income (loss)

Other comprehensive income

Currency translation adjustment 1,156 1,533

Net unrealized gain (loss) on marketable securities, net of tax ( 61 ) 342 35 475

Net unrealized gain on marketable securities, net of tax 13 113

Net pension amortization, net of tax 19 15

Total other comprehensive income (loss) ( 1,821 ) 2,627 1,451 239

Total other comprehensive income 1,188 1,661

Total comprehensive income before noncontrolling interests 19,485 28,465

41 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended

Quarter Ended

(Unaudited, amounts in thousands) 7/26/2025 7/27/2024

3 unchanged sentences

(Gain)/loss on disposal and impairment of assets ( 92 ) ( 117 )

Gain on sale of investments ( 199 ) ( 1,169 )

(Gain)/loss on sale of investments ( 94 ) ( 80 )

Provision for doubtful accounts 129 91

1 unchanged sentence

Amortization of right-of-use lease assets 20,234 22,722

Lease impairment/(settlement) — ( 1,175 )

Equity-based compensation expense 3,420 3,175

16 unchanged sentences

Payments on finance lease liabilities ( 225 ) ( 145 )

Holdback payments for acquisitions — ( 5,000 )

Payments for debt issuance costs ( 784 ) —

Stock issued for stock and employee benefit plans, net of shares withheld for taxes ( 5,190 ) 7,874

1 unchanged sentence

Dividends paid to shareholders ( 9,012 ) ( 8,371 )

Dividends paid to minority interest joint venture partners (1) ( 1,414 ) ( 1,172 )

Net cash used for financing activities ( 27,716 ) ( 34,315 )

Effect of exchange rate changes on cash and equivalents 338 362

Change in cash, cash equivalents and restricted cash ( 26,509 ) ( 13,499 )

Cash, cash equivalents and restricted cash at beginning of period 341,098 346,678

Cash, cash equivalents and restricted cash at end of period $ 314,589 $ 333,179

Change in cash and cash equivalents ( 9,905 ) 1,172

Cash and cash equivalents at beginning of period 328,449 341,098

Cash and cash equivalents at end of period $ 318,544 $ 342,270

Supplemental disclosure of non-cash investing activities

Capital expenditures included in payables $ 6,233 $ 2,583

(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.

20 unchanged sentences

At July 26, 2025 $ 41,207 $ 388,546 $ 589,209 $ ( 2,795 ) $ 11,855 $ 1,028,022

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

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

6 unchanged sentences

Net income — — 26,159 — 645 26,804

Other comprehensive income (loss) — — — 1,330 ( 40 ) 1,290

Stock issued for stock and employee benefit plans, net of cancellations and withholding tax 149 ( 221 ) ( 1,906 ) — — ( 1,978 )

Repurchases of 357 shares of common stock

( 357 ) ( 4,512 ) ( 5,138 ) — — ( 10,007 )

Stock option and restricted stock expense — 2,526 — — — 2,526

Dividends declared and paid ($ 0.1815 /share)

— — ( 7,852 ) — — ( 7,852 )

Dividends declared not paid ($ 0.1815 /share)

— — ( 72 ) — — ( 72 )

At July 29, 2023 $ 43,110 $ 356,684 $ 557,666 $ ( 4,198 ) $ 10,668 $ 963,930

Net income — — 27,199 — 495 27,694

Other comprehensive income (loss) — — — ( 3,194 ) ( 484 ) ( 3,678 )

Stock issued for stock and employee benefit plans, net of cancellations and withholding tax 91 32 ( 4 ) — — 119

Repurchases of 326 shares of common stock

( 326 ) ( 118 ) ( 9,561 ) — — ( 10,005 )

Stock option and restricted stock expense — 4,811 — — — 4,811

Dividends declared and paid ($ 0.1815 /share) (1)

— — ( 7,780 ) — ( 1,172 ) ( 8,952 )

Dividends declared not paid ($ 0.1815 /share)

— — ( 129 ) — — ( 129 )

At October 28, 2023 $ 42,875 $ 361,409 $ 567,391 $ ( 7,392 ) $ 9,507 $ 973,790

Net income — — 28,640 — 44 28,684

Other comprehensive income — — — 1,335 326 1,661

7 unchanged sentences

— — ( 111 ) — — ( 111 )

At January 27, 2024 $ 42,613 $ 365,111 $ 575,376 $ ( 4,880 ) $ 9,666 $ 987,886

At July 27, 2024 $ 42,015 $ 371,421 $ 590,308 $ ( 4,535 ) $ 11,267 $ 1,010,476

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

10 unchanged sentences

ASU Description Adoption Date

ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures Fiscal 2025

ASU 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement Fiscal 2025

ASU 2023-02 Investments - Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method Fiscal 2025

ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures Fiscal 2026

Accounting Pronouncements not yet Adopted

1 unchanged sentence

ASU Description Adoption Date

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):

2 unchanged sentences

Disaggregation of Income Statement Expenses Fiscal 2028

ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures Fiscal 2026

None of the below acquisitions were significant to our consolidated financial statements, and, therefore, pro-forma financial information is not presented.

All of our provisional purchase accounting estimates for the acquisitions completed in fiscal 2025 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 12 months following the acquisition as we gain additional data.

Each of the following Retail acquisitions completed in fiscal 2025 and 2024 reflect a core component of our strategic priorities, which is to grow our company-owned retail business and leverage our 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 Furniture Galleries ® network.

Prior to each Retail acquisition completed in fiscal 2025 and 2024, we licensed to the counterparty the exclusive right to own and operate the La-Z-Boy Furniture Galleries ® 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.

We did not complete any acquisitions during the first quarter of fiscal 2026.

Prior Year Acquisitions

The Retail acquisition completed in the first quarter of fiscal 2025 reflects a core component of our strategic priorities, which is to grow our company-owned retail business and leverage our 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 Furniture Galleries ® network.

Prior to the Retail acquisition, we licensed to the counterparty the exclusive right to own and operate the La-Z-Boy Furniture Galleries ® store (and to use the associated trademarks and trade name) in its market, and we reacquired these rights when we consummated the transaction.

These required 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

For federal income tax purposes, we amortize and deduct these indefinite-lived intangible assets and goodwill, if any, over 15 years.

Toledo , Ohio Acquisition

On January 16, 2025, we completed our acquisition of the Toledo, Ohio business that operates two independently owned La-Z-Boy Furniture Galleries ® stores for $ 6.0 million, inclusive of and subject to further customary adjustments.

The acquisition also included the purchase of the building and land for one of the stores.

We paid total cash of $ 5.6 million during the third quarter 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 related primarily to synergies we expect from the integration of the acquired stores and future benefits of these synergies.

Melbourne and Cocoa, Florida Acquisition

On September 10, 2024, we completed our acquisition of the Melbourne and Cocoa, Florida business that operates two independently owned La-Z-Boy Furniture Galleries ® stores and one distribution center for $ 11.4 million, inclusive of and subject to further 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.

The effective settlement date of this arrangement 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.

The acquisition below was not significant to our consolidated financial statements, and, therefore, pro-forma financial information is not presented.

Davenport, Iowa Acquisition

On July 22, 2024, we completed our acquisition of the Davenport, Iowa business that operates one independently owned La-Z-Boy Furniture Galleries ® store for $ 7.4 million, inclusive of and subject to further 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.

1 unchanged sentence

We also recognized $ 5.1 million of goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired store and future benefits of these synergies.

Prior Year Acquisitions

Illinois and Indiana Acquisition

On December 11, 2023, we completed our acquisition of the Illinois and Indiana businesses that operate six independently owned La-Z-Boy Furniture Galleries ® stores and one distribution center for $ 18.4 million, inclusive of customary adjustments.

The acquisition also included the purchase of buildings and land for five of the stores.

We paid total cash of $ 17.0 million during the third and fourth quarters of fiscal 2024 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 $ 4.2 million related to the reacquired rights described above.

We also recognized $ 0.6 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.

Lafayette, Louisiana Acquisition

On October 23, 2023, we completed our acquisition of the Lafayette, Louisiana business that operates one independently owned La-Z-Boy Furniture Galleries ® store and one distribution center for $ 2.8 million, inclusive of customary adjustments.

We paid total cash of $ 2.6 million during the second and third quarters of fiscal 2024 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 $ 0.7 million related to the reacquired rights described above.

We also recognized $ 2.1 million of goodwill in our Retail segment related primarily to synergies we expect from the integration of the acquired store and future benefits of these synergies.

Colorado Springs, Colorado Acquisition

On July 17, 2023, we completed our acquisition of the Colorado Springs, Colorado business that operates two independently owned La-Z-Boy Furniture Galleries ® stores and one distribution center for $ 6.0 million, inclusive of customary adjustments.

We paid total cash of $ 5.6 million during the first and second quarters of fiscal 2024 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 $ 2.1 million related to the reacquired rights described above.

We also recognized $ 2.2 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.

Cash and Restricted Cash

At January 27, 2024, we had restricted cash on deposit with a bank as collateral for certain letters of credit that matured within 12 months.

During fiscal 2024, we renewed these letters of credit and as of April 27, 2024, we were no longer required to hold restricted cash as collateral.

All of our letters of credit have maturity dates within the next 12 months, and we expect to renew some of these letters of credit when they mature.

(Unaudited, amounts in thousands) 1/25/2025 1/27/2024

Cash and cash equivalents $ 314,589 $ 329,324

Restricted cash — 3,855

Total cash, cash equivalents and restricted cash $ 314,589 $ 333,179

A summary of inventories is as follows:

9 unchanged sentences

Reportable Segment/Unit Reporting Unit Related Acquisition

Wholesale Segment United Kingdom Wholesale business in the United Kingdom and Ireland

Wholesale Segment United Kingdom La-Z-Boy United Kingdom Manufacturing (Furnico)

Wholesale Segment United Kingdom (1)

Wholesale business in the United Kingdom and Ireland

Wholesale Segment United Kingdom (1)

La-Z-Boy United Kingdom Manufacturing (Furnico)

Retail Segment Retail La-Z-Boy Furniture Galleries ® stores

Corporate and Other Joybird Joybird

(1) The United Kingdom reporting unit is fully impaired and has no carrying value as of July 26, 2025.

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

5 unchanged sentences

$ — $ 150,144 $ 55,446 $ 205,590

Acquisitions — 7,425 — 7,425

Translation adjustment — 39 — 39

Balance at January 25, 2025 (1)

Balance at July 26, 2025 (1)

$ — $ 150,183 $ 55,446 $ 205,629

(1) Includes $ 26.9 million of accumulated impairment losses in Corporate and Other.

(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 Customer relationships from our acquisition of the wholesale business in the United Kingdom and Ireland Amortizable over 15 year useful life

Wholesale Segment American Drew ® trade name

9 unchanged sentences

Balance at April 26, 2025 $ 1,155 $ 998 $ 49,008 $ 51,161

Acquisitions — — 4,299 — 4,299

Amortization — ( 200 ) — ( 200 )

Translation adjustment — — 30 30

Balance at January 25, 2025 $ 1,155 $ 1,197 $ 46,816 $ 1,496 $ 50,664

Balance at July 26, 2025 $ 1,155 $ 798 $ 49,038 $ 50,991

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.

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

We have current and long-term investments intended to enhance returns on our cash as well as to fund future obligations of our non-qualified defined benefit retirement plan, our executive deferred compensation plan, and our performance compensation retirement plan.

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.

21 unchanged sentences

The following table summarizes sales of marketable securities:

Quarter Ended Nine Months Ended

Quarter Ended

(Unaudited, amounts in thousands) 7/26/2025 7/27/2024

2 unchanged sentences

Gross realized losses — ( 35 )

As of January 25, 2025, we held $ 6.3 million of fixed income marketable securities, classified as available-for-sale securities, all of which do not have a single contractual maturity date.

As of July 26, 2025, we held $ 6.4 million of fixed income marketable securities, classified as available-for-sale securities, all of which do not have a single contractual maturity date.

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.

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.

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 July 26, 2025, we have no borrowings outstanding under the Credit Facility and we were in compliance with our financial covenants under the Credit Facility.

Product Warranties

8 unchanged sentences

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

Quarter Ended Nine Months Ended

Quarter Ended

(Unaudited, amounts in thousands) 7/26/2025 (1)

1/27/2024 (1) 1/25/2025 (2)

1/27/2024 (1)

Balance as of the beginning of the period $ 29,940 $ 28,909

2 unchanged sentences

Balance as of the end of the period $ 29,110 $ 29,478

(1) Accruals and settlements for fiscal 2024 have been revised.

The adjustments were offsetting and had no impact on the liability balance at the end of each reporting period in fiscal 2024 or the amount recognized in the consolidated statement of income for fiscal 2024.

(2) $ 21.8 million and $ 22.4 million is recorded in accrued expenses and other current liabilities as of January 25, 2025, and April 27, 2024, respectively, while the remainder is included in other long-term liabilities.

(1) $ 21.2 million and $ 22.4 million is recorded in accrued expenses and other current liabilities as of July 26, 2025, and April 26, 2025, respectively, while the remainder is included in other long-term liabilities.

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

1 unchanged sentence

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

Quarter Ended Nine Months Ended

Quarter Ended

(Unaudited, amounts in thousands) 7/26/2025 7/27/2024

1 unchanged sentence

Liability-based awards expense (1)

80 131 184 184

Total stock-based compensation expense $ 3,406 $ 3,336

2 unchanged sentences

Restricted Stock .

During the first nine months of fiscal 2025, we granted 245,813 shares of restricted stock units to employees and we also have restricted stock awards outstanding from previous grants.

During the first quarter of fiscal 2026, we granted 263,509 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 with respect to the fiscal 2023, fiscal 2024 and fiscal 2025 grants.

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 2025 was $ 38.17 per share, the market value of our common shares on the date of grant.

Restricted Stock Units Issued to Directors.

During the first nine months of fiscal 2025, we granted 32,378 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 2025 was $ 40.24 per share.

The weighted average fair value of the restricted stock that was awarded in the first quarter of fiscal 2026 was $ 38.24 per share, the market value of our common shares on the date of grant.

Performance Shares.

7 unchanged sentences

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.

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 model, the fair value as of the grant date of the fiscal 2025 grant of shares that vest based on market conditions was $ 54.67 .

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 nine months of fiscal 2025, but we have stock options outstanding from grants from prior years.

We did not grant stock options to employees during the first quarter 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.

6 unchanged sentences

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.

Accumulated Other Comprehensive Income (Loss)

Activity in accumulated other comprehensive income (loss) for the quarters ended January 25, 2025, and January 27, 2024, is as follows:

(Unaudited, amounts in thousands) Translation adjustment Unrealized gain (loss) on marketable securities Net pension amortization and net actuarial loss Accumulated other comprehensive income (loss)

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 )

Balance at October 28, 2023 $ ( 4,696 ) $ ( 12 ) $ ( 2,684 ) $ ( 7,392 )

Changes before reclassifications 2,147 454 — 2,601

Amounts reclassified to net income — — 31 31

Tax effect — ( 112 ) ( 8 ) ( 120 )

Other comprehensive income attributable to La-Z-Boy Incorporated 2,147 342 23 2,512

Balance at January 27, 2024 $ ( 2,549 ) $ 330 $ ( 2,661 ) $ ( 4,880 )

Activity in accumulated other comprehensive income (loss) for the nine months ended January 25, 2025, and January 27, 2024, is as follows:

(Unaudited, amounts in thousands) Translation adjustment Unrealized gain (loss) on marketable securities Net pension amortization and net actuarial loss Accumulated other comprehensive income (loss)

Accumulated Other Comprehensive Loss

Activity in accumulated other comprehensive income (loss) for the quarters ended July 26, 2025, and July 27, 2024, 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 )

3 unchanged sentences

Other comprehensive income attributable to La-Z-Boy Incorporated 747 13 19 779

Balance at January 25, 2025 $ ( 3,483 ) $ 281 $ ( 2,265 ) $ ( 5,467 )

Balance at July 26, 2025 $ ( 760 ) $ 350 $ ( 2,385 ) $ ( 2,795 )

Balance at April 27, 2024 $ ( 3,804 ) $ 246 $ ( 2,312 ) $ ( 5,870 )

3 unchanged sentences

Other comprehensive income attributable to La-Z-Boy Incorporated 1,207 113 15 1,335

Balance at January 27, 2024 $ ( 2,549 ) $ 330 $ ( 2,661 ) $ ( 4,880 )

Balance at July 27, 2024 $ ( 2,597 ) $ 359 $ ( 2,297 ) $ ( 4,535 )

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 Nine Months Ended

Quarter Ended

(Unaudited, amounts in thousands) 7/26/2025 7/27/2024

1 unchanged sentence

Net income 93 645

Other comprehensive income (loss) 34 115 1,048 ( 409 )

Dividends distributed to joint venture minority partners — — ( 1,414 ) ( 1,172 )

Other comprehensive income 409 326

Balance as of the end of the period $ 11,855 $ 11,267

11 unchanged sentences

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

Quarter Ended January 25, 2025 Quarter Ended January 27, 2024

Quarter Ended July 26, 2025 Quarter Ended July 27, 2024

(Unaudited, amounts in thousands) Wholesale Retail Corporate

8 unchanged sentences

Consolidated Net Sales $ 492,229 $ 495,532

Nine Months Ended January 25, 2025 Nine Months Ended January 27, 2024

(Unaudited, amounts in thousands) Wholesale Retail Corporate

and Other Total Wholesale Retail Corporate

and Other Total

Upholstered Furniture $ 852,460 $ 529,723 $ 91,827 $ 1,474,010 $ 827,348 $ 512,176 $ 82,840 $ 1,422,364

Casegoods Furniture 54,366 37,153 7,452 98,971 56,178 35,796 7,723 99,697

Delivery 120,967 24,158 6,306 151,431 123,331 23,330 5,430 152,091

Other (1) 50,002 60,567 15,872 126,441 47,960 55,946 18,432 122,338

Total $ 1,077,795 $ 651,601 $ 121,457 $ 1,850,853 $ 1,054,817 $ 627,248 $ 114,425 $ 1,796,490

Eliminations ( 312,517 ) ( 302,998 )

Consolidated Net Sales $ 1,538,336 $ 1,493,492

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

(1) Primarily includes 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 Furniture Galleries ® stores (including company-owned stores), operators of La-Z-Boy Comfort Studio ® locations, England Custom Comfort Center locations, other major dealers, independent retailers, and the end consumer.

This revenue includes sales to La-Z-Boy Furniture Galleries ® 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;

12 unchanged sentences

$ 118,004 $ 105,474

(1) During the nine months ended January 25, 2025, we recognized revenue of $ 116.5 million related to our contract liability balance at April 27, 2024.

(1) During the quarter ended July 26, 2025, we recognized revenue of $ 94.6 million related to our contract liability balance at April 26, 2025.

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.

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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 Furniture Galleries ® stores, operators of La-Z-Boy Comfort Studio ® locations, England Custom Comfort Center locations, major dealers, and a wide cross-section of other independent retailers.

The Wholesale segment sells directly to La-Z-Boy Furniture Galleries ® 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 .

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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 e-commerce 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 primarily online through its website, www.joybird.com, and through small-format stores in key urban markets.

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 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.

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

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands) 1/25/2025 1/27/2024 1/25/2025 1/27/2024

Wholesale segment:

Quarter Ended July 26, 2025

(Unaudited, amounts in thousands) Wholesale Retail Corporate & Other Intersegment Eliminations Consolidated

Sales to external customers $ 255,345 $ 207,150 $ 29,734 $ — $ 492,229

Intersegment sales 97,612 — 1,501 ( 99,113 ) —

Wholesale segment sales 362,998 356,375 1,077,795 1,054,817

Retail segment sales 227,667 204,696 651,601 627,248

Corporate and Other:

Total sales 352,957 207,150 31,235 ( 99,113 ) 492,229

Cost of sales 264,042 93,463 12,534 ( 87,007 ) 283,032

Gross profit 88,915 113,687 18,701 ( 12,106 ) 209,197

SG&A expenses 63,740 100,567 35,009 ( 12,106 ) 187,210

Operating income (loss) $ 25,175 $ 13,120 $ ( 16,308 ) $ — $ 21,987

Interest expense ( 120 )

Interest income 3,108

Other income (expense), net ( 585 )

Income before income taxes $ 24,390

Quarter Ended July 27, 2024

(Unaudited, amounts in thousands) Wholesale Retail Corporate & Other Intersegment Eliminations Consolidated

Sales to external customers $ 256,020 $ 202,370 $ 37,142 $ — $ 495,532

Intersegment sales 94,880 — 1,566 ( 96,446 ) —

Corporate and Other sales 40,662 38,132 121,457 114,425

Eliminations ( 109,550 ) ( 98,797 ) ( 312,517 ) ( 302,998 )

Consolidated sales $ 521,777 $ 500,406 $ 1,538,336 $ 1,493,492

Total sales 350,900 202,370 38,708 ( 96,446 ) 495,532

Cost of sales 260,293 90,750 15,919 ( 84,773 ) 282,189

Gross profit 90,607 111,620 22,789 ( 11,673 ) 213,343

SG&A expenses 66,608 90,971 35,067 ( 11,673 ) 180,973

Operating income (loss) $ 23,999 $ 20,649 $ ( 12,278 ) $ — $ 32,370

Wholesale segment $ 23,565 $ 22,711 $ 72,093 $ 67,664

Retail segment 24,457 22,313 73,003 79,512

Corporate and Other ( 12,854 ) ( 12,463 ) ( 38,786 ) ( 46,477 )

Consolidated operating income 35,168 32,561 106,310 100,699

Interest expense ( 210 )

2 unchanged sentences

Income before income taxes $ 35,966

Our effective tax rate was 25.1 % and 25.6 % for the third quarter and nine months ended January 25, 2025, respectively, compared with 20.2 % and 24.5 % for the third quarter and nine months ended January 27, 2024, respectively.

The increase in our effective tax rate in the third quarter ended January 25, 2025 compared with the same period a year ago was primarily the result of favorable return to provision adjustments impacting the prior year and absent these discrete items, the effective tax rate would have been 25.6 % for the third quarter ended January 27, 2024.

Quarter Ended

(Unaudited, amounts in thousands) 7/26/2025 7/27/2024

Depreciation and Amortization

Wholesale segment $ 6,615 $ 6,257

Retail segment 3,193 2,630

Corporate and Other 1,521 3,260

Consolidated depreciation and amortization $ 11,329 $ 12,147

Capital Expenditures

Wholesale segment $ 8,421 $ 8,022

Retail segment 8,116 6,468

Corporate and Other 1,924 1,130

Consolidated capital expenditures $ 18,461 $ 15,620

Sales by Country (1)

United States 91 % 90 %

Canada 5 % 6 %

Other 4 % 4 %

Total 100 % 100 %

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

(Unaudited, amounts in thousands) 7/26/2025 4/26/2025

Wholesale segment $ 664,749 $ 662,987

Retail segment 728,274 727,178

Unallocated assets 532,930 531,997

Consolidated assets $ 1,925,953 $ 1,922,162

Long-Lived Assets by Geographic Location

Domestic $ 992,188 $ 976,220

International 71,088 72,591

Consolidated long-lived assets $ 1,063,276 $ 1,048,811

Our effective tax rate was 25.0 % for the quarter ended July 26, 2025 compared with 25.5 % for the quarter ended July 27, 2024.

Our effective tax rate varies from the 21 % federal statutory rate primarily due to state 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.

The Company is currently evaluating the potential impact of OBBBA, but based on a preliminary assessment, the provisions of the new law are not expected to have a material impact on the Company's consolidated financial statements.

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 Nine Months Ended

Quarter Ended

(Unaudited, amounts in thousands, except per share data) 7/26/2025 7/27/2024

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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 third quarter and nine months ended January 25, 2025, we did no t exclude any outstanding options from the diluted share calculation.

For the third quarter and nine months ended January 27, 2024, we excluded options to purchase 0.2 million and 0.5 million shares, respectively, from the diluted share calculation.

For the quarter ended July 26, 2025, we did not exclude any outstanding options from the diluted share calculation.

For the quarter ended July 27, 2024, we excluded options to purchase 0.2 million shares from the diluted share calculation.

Fair Value Measurements

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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 January 25, 2025 and April 27, 2024.

The following table presents the fair value hierarchy for those assets and liabilities we measured at fair value on a recurring basis at July 26, 2025 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 January 25, 2025

At July 26, 2025

Fair Value Measurements

10 unchanged sentences

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

At January 25, 2025 and April 27, 2024, we held marketable securities to fund future obligations of certain retirement plans.

At April 27, 2024, we also held marketable securities intended to enhance returns on our cash.

At July 26, 2025 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements