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Item 1. Financial Statements

2026-02-17 compared with 2025-11-18 · 134 added, 70 removed, 577 unchanged (26% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENT OF INCOME

Quarter Ended Six Months Ended

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands, except per share data) 1/24/2026 1/25/2025 1/24/2026 1/25/2025

19 unchanged sentences

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Quarter Ended Six Months Ended

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands) 1/24/2026 1/25/2025 1/24/2026 1/25/2025

49 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended

Nine Months Ended

(Unaudited, amounts in thousands) 1/24/2026 1/25/2025

71 unchanged sentences

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) Common

27 unchanged sentences

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.

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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 ("US 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 US GAAP.

We prepared the interim financial information in conformity with generally accepted accounting principles ("U.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 U.S.

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.

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Disaggregation of Income Statement Expenses Fiscal 2028

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

Prior Year Acquisitions

Each of the following Retail acquisitions completed in 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 Store network.

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.

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 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 12 months following the acquisition as we gain additional data.

Each of 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.

Prior to each Retail acquisition completed in fiscal 2026 and 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.

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.

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

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 two independently owned La-Z-Boy Stores and one distribution center for $ 11.4 million, inclusive of customary adjustments.

On September 10, 2024, we completed our acquisition of the Melbourne and Cocoa, Florida businesses that 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.

1 unchanged sentence

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.

We also recognized $ 1.7 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.

Davenport, Iowa Acquisition

On July 22, 2024, we completed our acquisition of the Davenport, Iowa business that operates one independently owned La-Z-Boy Store for $ 7.4 million, inclusive of customary adjustments.

On July 22, 2024, we completed our acquisition of the Davenport, Iowa business that 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 to synergies we expect from the integration of the acquired store and future benefits of these synergies.

We also recognized $ 5.1 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 store.

A summary of inventories is as follows:

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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.

As of October 25, 2025, we met the criteria to classify the following assets as held for sale:

As of January 24, 2026, we met the criteria to classify the following assets as held for sale:

(Unaudited, amounts in thousands) 1/24/2026

Casegoods Wholesale Business

Inventory $ 19,464

1 unchanged sentence

Intangible assets 1,155

Retail Stores

Property, plant and equipment, net 11,059

Total assets held for sale $ 35,904

1 unchanged sentence

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.

Casegoods Wholesale Business

During 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

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.

Goodwill and Other Intangible Assets

10 unchanged sentences

$ — $ 150,144 $ 55,446 $ 205,590

Acquisitions — 57,631 — 57,631

Translation adjustment — 38 — 38

Balance at October 25, 2025 (1)

Balance at January 24, 2026 (1)

$ — $ 207,813 $ 55,446 $ 263,259

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

Acquisitions — — 28,339 28,339

Amortization — ( 599 ) — ( 599 )

1 unchanged sentence

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.

When we perform the quantitative test for goodwill, we establish the fair value for the reporting unit based on the income approach, in which we utilize a discounted cash flow model, the market approach, in 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

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.

23 unchanged sentences

The following table summarizes sales of marketable securities:

Quarter Ended Six Months Ended

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands) 1/24/2026 1/25/2025 1/24/2026 1/25/2025

2 unchanged sentences

Gross realized losses ( 2 ) — ( 2 ) ( 35 )

As of October 25, 2025, we held $ 6.5 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”).

As of January 24, 2026, 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.

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").

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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 25, 2025, we have no borrowings outstanding under the Credit Facility and we were in compliance with our financial covenants under the Credit Facility.

As of January 24, 2026, we have no borrowings outstanding under the Credit Facility and we were in compliance with our financial covenants under the Credit Facility.

Product Warranties

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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 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.

Over 90 % of our warranty liability relates to our Wholesale reportable segment, as we generally warrant our products against defects 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.

3 unchanged sentences

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

Quarter Ended Six Months Ended

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands) 1/24/2026

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Balance as of the end of the period $ 23,814 $ 29,465 $ 23,814 $ 29,465

(1) $ 16.9 million and $ 22.4 million is recorded in accrued expenses and other current liabilities as of October 25, 2025, and April 26, 2025, respectively, while the remainder is included in other long-term liabilities.

(1) $ 17.2 million and $ 22.4 million is recorded in accrued expenses and other current liabilities as of January 24, 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.

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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 Months Ended

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands) 1/24/2026 1/25/2025 1/24/2026 1/25/2025

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Restricted Stock .

During the first six months 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.

During the first nine months of fiscal 2026, we granted 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.

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.

1 unchanged sentence

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.

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.

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.

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.

1 unchanged sentence

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.

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.

Performance Shares.

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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 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.

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Accumulated Other Comprehensive Loss

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

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 )

Balance at October 25, 2025 $ ( 1,425 ) $ 474 $ ( 2,367 ) $ ( 3,318 )

Changes before reclassifications 1,272 ( 60 ) — 1,212

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Other comprehensive income (loss) attributable to La-Z-Boy Incorporated 1,272 ( 50 ) 20 1,242

Balance at January 24, 2026 $ ( 153 ) $ 424 $ ( 2,347 ) $ ( 2,076 )

Balance at October 26, 2024 $ ( 1,673 ) $ 342 $ ( 2,281 ) $ ( 3,612 )

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

Changes before reclassifications ( 1,810 ) ( 76 ) — ( 1,886 )

2 unchanged sentences

Other comprehensive income (loss) attributable to La-Z-Boy Incorporated ( 1,810 ) ( 61 ) 16 ( 1,855 )

Balance at October 26, 2024 $ ( 1,673 ) $ 342 $ ( 2,281 ) $ ( 3,612 )

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

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

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

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Other comprehensive income attributable to La-Z-Boy Incorporated 1,354 87 57 1,498

Balance at October 25, 2025 $ ( 1,425 ) $ 474 $ ( 2,367 ) $ ( 3,318 )

Balance at January 24, 2026 $ ( 153 ) $ 424 $ ( 2,347 ) $ ( 2,076 )

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

3 unchanged sentences

Other comprehensive income attributable to La-Z-Boy Incorporated 321 35 47 403

Balance at October 26, 2024 $ ( 1,673 ) $ 342 $ ( 2,281 ) $ ( 3,612 )

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 Months Ended

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands) 1/24/2026 1/25/2025 1/24/2026 1/25/2025

Balance as of the beginning of the period $ 11,867 $ 10,357 $ 11,353 $ 10,296

Net income (loss) 132 ( 184 ) 225 461

Other comprehensive income (loss) ( 120 ) 688 289 1,014

Net income 150 516 375 977

Other comprehensive income 615 34 904 1,048

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

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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.

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 Corporate

8 unchanged sentences

Consolidated Net Sales $ 541,588 $ 521,777

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 Corporate

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$ 147,149 $ 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.

(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.

Segment Information

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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

10 unchanged sentences

Income before income taxes $ 31,751

Quarter Ended October 26, 2024

Quarter Ended January 25, 2025

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

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Income before income taxes $ 38,628

Six Months Ended October 25, 2025

Nine Months Ended January 24, 2026

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

10 unchanged sentences

Income before income taxes $ 95,705

Six Months Ended October 26, 2024

Nine Months Ended January 25, 2025

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

10 unchanged sentences

Income before income taxes $ 115,118

Quarter Ended Six Months Ended

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands) 1/24/26 1/25/25 1/24/26 1/25/25

24 unchanged sentences

Consolidated long-lived assets $ 1,206,563 $ 1,048,811

Our effective tax rate was 26.7 % and 26.1 % for second quarter and six months ended October 25, 2025, respectively, compared with 26.3 % and 25.9 % for second quarter and six months ended October 26, 2024.

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

Our effective tax rate was 31.3 % and 27.8 % for third quarter and nine months ended January 24, 2026, respectively, compared with 25.1 % and 25.6 % for third quarter and nine months ended January 25, 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 not expected to have a material impact on the Company's effective tax rate.

Based on current assessments, the provisions of the new law will not 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.

1 unchanged sentence

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 Months Ended

Quarter Ended Nine Months Ended

(Unaudited, amounts in thousands, except per share data) 1/24/2026 1/25/2025 1/24/2026 1/25/2025

11 unchanged sentences

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 quarter and six months ended October 25, 2025, we excluded options to purchase 0.2 million shares from the diluted share calculation.

second quarter and six months ended October 26, 2024 we did not exclude any outstanding options from the diluted share calculation .

For the third quarter and nine months ended January 24, 2026, we excluded options to purchase 0.2 million shares from the diluted share calculation.

third quarter and nine months ended January 25, 2025 we did not exclude any outstanding options 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 October 25, 2025 and April 26, 2025.

The following table presents the fair value hierarchy for those assets and liabilities we measured at fair value on a recurring basis at January 24, 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

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

At October 25, 2025 and April 26, 2025, we held marketable securities to fund future obligations of certain retirement plans.

At January 24, 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.

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.

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