Item 5. Other Information
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Officers
On August 21, 2025 , Ms. Melinda Whittington , the Company’s Board Chair, President and Chief Executive Officer , adopted a trading arrangement for the sale of securities of the Company’s common stock ( “Ms. Whittington’s Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Ms. Whittington’s Rule 10b5-1 Trading Plan, which has a duration of approximately seven months following the required cooling-off period, provides for the potential exercise and sale of up 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 10b5-1 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 securities.
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
Exhibit
Number 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 25, 2025, 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
BY: /s/ Jennifer L. McCurry
Jennifer L. McCurry
Vice President, Corporate Controller and Chief Accounting Officer
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