What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-06-16 compared with 2025-06-17 · 208 added, 166 removed, 1063 unchanged (26% of the section changed)

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment – Joybird Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, as of April 26, 2025, the Company’s goodwill balance was $205.6 million, and the goodwill associated with the Joybird reporting unit was $55.4 million.

Management tests goodwill for impairment on an annual basis in the fourth quarter of the fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

As described in Notes 1 and 7 to the consolidated financial statements, management tests goodwill for impairment on an annual basis in the fourth quarter of the fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

For the annual test, management performed a quantitative goodwill impairment test for the Joybird reporting unit.

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The market approach used the guideline public company method, which derives a valuation from market multiples based on revenue for comparable public companies and was adjusted for a control premium.

No impairment was recorded as a result of the annual test.

As of April 25, 2026, the Company’s goodwill balance was $243.3 million, and the goodwill associated with the Joybird reporting unit was $35.5 million after management recorded an impairment charge of $20 million during the fourth quarter.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Joybird reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Joybird reporting unit;

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and (iii) the reasonableness of the market multiples based on revenue for comparable public companies assumption used in the market approach.

Goodwill Impairment Assessment – United Kingdom Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, management tests goodwill for impairment on the annual basis in the fourth quarter, or more frequently if events of changes in circumstances indicate that it might be impaired.

For the annual test, management performed a quantitative goodwill impairment test for the United Kingdom reporting unit.

To estimate the fair value of the reporting unit, management applied the income approach using discounted future cash flows and key assumptions related to sales and operating income projections, terminal growth rate, discount rate, and tax rate.

As of April 26, 2025, the Company’s goodwill balance was $205.6 million, and the goodwill associated with the United Kingdom reporting unit was zero after management recorded an impairment charge of $ 20.6 million during the fourth quarter.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the United Kingdom reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the United Kingdom reporting unit;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales and operating income projections;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the United Kingdom reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the United Kingdom reporting unit;

(ii) evaluating the appropriateness of the income approach;

(iii) testing the completeness and accuracy of underlying data used in the income approach;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to the sales and operating income projections.

Evaluating management’s assumptions related to the sales and operating income projections involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the United Kingdom reporting unit;

(ii) the consistency with external market and industry data;

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s income approach.

/s/ PricewaterhouseCoopers LLP

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Inventories, net 218,445 255,285

Assets held for sale 20,209 —

Other current assets 101,008 82,421

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Other intangible assets, net 77,582 51,161

Deferred income taxes – long-term 7,349 10,283

Right of use lease assets 520,726 452,848

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Payments on finance lease liabilities ( 918 ) ( 663 ) ( 489 )

Payments for debt issuance costs ( 784 ) — —

Holdback payments for acquisitions — — ( 5,000 )

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Amortizable Intangible Assets

We have an amortizable intangible asset for acquired customer relationships related to the acquisition of the La-Z-Boy wholesale business in the United Kingdom and Ireland, which is amortized on a straight-line basis over its estimated useful life of 15 years.

We also have an amortizable intangible asset for the Joybird ® trade name, which is amortized on a straight-line basis over its estimated useful life of eight years .

We have an amortizable intangible asset for the Joybird ® trade name, which is amortized on a straight-line basis over its estimated useful life of eight years and will be fully amortized during the first quarter of fiscal 2027.

All intangible amortization expense is recorded as a component of SG&A expense.

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Indefinite-Lived Intangible Assets and Goodwill

Indefinite-lived intangible assets include our American Drew trade name and the reacquired right to own and operate La-Z-Boy Furniture Galleries ® stores we have acquired.

Prior to our retail acquisitions, we licensed the exclusive right to own and operate La-Z-Boy Furniture Galleries ® stores (and to use the associated trademarks and trade name) in those markets to the dealers whose assets we acquired, and we reacquired these rights when we purchased the dealers' other assets.

The reacquired rights to own and operate La-Z-Boy Furniture Galleries ® stores are indefinite-lived because our retailer agreements are perpetual agreements that have no specific expiration date and no renewal options.

Indefinite-lived intangible assets include our American Drew ® trade name and the reacquired right to own and operate La-Z-Boy Stores we have acquired.

Prior to our retail acquisitions, we licensed the exclusive right to own and operate La-Z-Boy Stores (and to use the associated trademarks and trade name) in those markets to the dealers whose assets we acquired, and we reacquired these rights when we purchased the dealers' other assets.

The reacquired rights to own and operate La-Z-Boy Stores are indefinite-lived because our retailer agreements are perpetual agreements that have no specific expiration date and no renewal options.

A retailer agreement remains in effect as long as the independent retailer is not in default under the terms of the agreement.

Our goodwill relates to the acquisitions of La-Z-Boy Furniture Galleries ® stores, the La-Z-Boy wholesale business in the United Kingdom and Ireland, the La-Z-Boy manufacturing business in the United Kingdom, and Joybird ® , an e-commerce retailer and manufacturer of upholstered furniture.

The reporting unit for goodwill arising from retail store acquisitions is our Retail operating segment.

Goodwill arising from the acquisition of our wholesale business in the United Kingdom and Ireland and the acquisition of our manufacturing business in the United Kingdom is combined into the United Kingdom reporting unit.

These two businesses are considered components of the International operating segment and are aggregated into one reporting unit for goodwill because they are economically similar and work in concert as they represent the manufacturing and selling entities within the United Kingdom.

The reporting unit for goodwill arising from the acquisition of Joybird is the Joybird operating segment.

Our goodwill relates to the acquisitions of La-Z-Boy Stores and Joybird ® , an omni-channel retailer and manufacturer of upholstered furniture.

The reporting unit for goodwill arising from retail store acquisitions is our Retail operating segment and the goodwill arising from the acquisition of Joybird is the Joybird operating segment.

We test indefinite-lived intangibles and goodwill for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired.

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If the qualitative assessment leads to a determination that the intangible asset/reporting unit’s fair value may be less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test by calculating the fair value of the intangible asset/reporting unit and comparing the fair value with its associated carrying value.

When we perform the quantitative test for indefinite-lived intangible assets, we establish the fair value of our indefinite-lived trade names and reacquired rights based upon the relief from royalty method.

When we perform the quantitative test for indefinite-lived intangible assets, or when we apply purchase accounting for acquisitions of retail stores, we establish the fair value of our indefinite-lived trade names and reacquired rights based upon the relief from royalty method.

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.

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Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services.

We generate revenues primarily by manufacturing/importing and delivering upholstery and casegoods (wood) furniture products to independent furniture retailers, independently-owned La-Z-Boy Furniture Galleries ® stores or the end consumer.

Each unit of furniture is a separate performance obligation, and we satisfy our performance obligation when control of our product is passed to our customer, which is the point in time that our customers are able to direct the use of and obtain substantially all of the remaining economic benefit of the goods or services.

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Incentives offered to customers include cash discounts, rebates, advertising agreements and other sales incentive programs.

Our sales incentives, including cash discounts and rebates, are recorded as a

reduction to revenues.

Our sales incentives, including cash discounts and rebates, are recorded as a reduction to revenues.

Service allowances are for a distinct good or service with our customers and are recorded as a component of SG&A expense in our consolidated statement of income, and are not recorded as a reduction of revenue and are not considered variable consideration.

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The expected costs associated with our warranties and service allowances are recognized as expense when our products are sold.

For sales tax, we elected 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).

For sales tax, we elected 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.

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A portion of our advertising program is a national advertising campaign.

This campaign is a shared advertising program with our dealers' La-Z-Boy Furniture Galleries ® stores, which reimburse us for over 20 % of the cost of the program (excluding company-owned stores).

This campaign is a shared advertising program with independently-owned La-Z-Boy Stores, which reimburse us for approximately 20 % of the cost of the program (excluding company-owned stores).

Because of this shared cost arrangement, the advertising expense is reported as a component of SG&A, while the dealers' reimbursement portion is reported as a component of sales.

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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

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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):

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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, 2024, and 2023 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, 2024, and 2023, we licensed to the counterparty the exclusive right to own and the operate 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.

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, 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 Store network.

Prior to each Retail acquisition completed in fiscal 2026, 2025, and 2024, we licensed to the counterparty the exclusive right to own and the 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.

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

Southeast Region of the United States 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:

(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

We completed the following acquisitions in fiscal 2025.

Lansing and Portage, Michigan Acquisition

On April 7, 2025, we completed our acquisition of the Lansing and Portage, Michigan businesses that operate two independently owned La-Z-Boy Furniture Galleries ® stores for $ 5.7 million, inclusive of and subject to further customary adjustments.

We paid total cash of $ 4.7 million during the fourth quarter of fiscal 2025 and the remaining consideration included forgiveness of accounts receivable and payments based on working capital adjustments.

On April 7, 2025, we completed our acquisition of the Lansing and Portage, Michigan businesses that operated two independently-owned La-Z-Boy Stores for $ 5.7 million, inclusive of customary adjustments.

We paid total cash of $ 5.3 million during the fourth quarter of fiscal 2025 and first 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 $ 2.1 million related to the reacquired rights described above.

We also recognized $ 3.8 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 $ 3.8 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.

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 $ 5.9 million, inclusive of and subject to further customary adjustments.

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.

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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.

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 Furniture Galleries ® stores and one distribution center for $ 11.4 million, inclusive of and subject to further 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.

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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 Furniture Galleries ® store for $ 7.4 million, inclusive of and subject to further 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.

Prior Year Acquisitions

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.

We completed the following acquisitions in fiscal 2024.

Bradenton and Sarasota, Florida Acquisition

On April 8, 2024, we completed our acquisition of the Bradenton and Sarasota, Florida businesses that operate two independently owned La-Z-Boy Furniture Galleries ® stores for $ 15.7 million, inclusive of customary adjustments.

On April 8, 2024, we completed our acquisition of the Bradenton and Sarasota, Florida businesses that operated two independently-owned La-Z-Boy Stores for $ 15.7 million, inclusive of customary adjustments.

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

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As part of the acquisition, we recorded an indefinite-lived intangible asset of $ 1.9 million related to the reacquired rights described above.

We also recognized $ 4.7 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 $ 4.7 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.

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.

On December 11, 2023, we completed our acquisition of the Illinois and Indiana businesses that operated six independently-owned La-Z-Boy 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.

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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 store 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.

On October 23, 2023, we completed our acquisition of the Lafayette, Louisiana business that operated one independently-owned La-Z-Boy 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.

We also recognized $ 2.1 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.

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.

On July 17, 2023, we completed our acquisition of the Colorado Springs, Colorado business that operated two independently-owned La-Z-Boy 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.

We completed the following acquisitions in fiscal 2023.

Baton Rouge, Louisiana acquisition

On March 20, 2023, we completed our acquisition of the Baton Rouge, Louisiana business that operates one independently owned La-Z-Boy Furniture Galleries ® store and one distribution center for $ 5.0 million, inclusive of customary adjustments.

We paid total cash of $ 4.9 million during the fourth quarter of fiscal 2023 and the remaining consideration includes forgiveness of accounts receivable and payments based on working capital adjustments.

As part of the acquisition, we recorded an indefinite-lived intangible asset of $ 0.5 million related to the reacquired rights described above.

Barboursville, West Virginia acquisition

On December 12, 2022, we completed our acquisition of the Barboursville, West Virginia business that operates one independently owned La-Z-Boy Furniture Galleries ® store.

This acquisition did not have a meaningful impact on our consolidated financial statements.

Spokane, Washington acquisition

On September 26, 2022, we completed our acquisition of the Spokane, Washington business that operates one independently owned La-Z-Boy Furniture Galleries ® store and one distribution center for $ 4.7 million, inclusive of customary adjustments.

We paid total cash of $ 4.0 million during the second quarter of fiscal 2023 and the remaining consideration includes forgiveness of accounts receivable and payments based on working capital adjustments.

As part of the acquisition, we recorded an indefinite-lived intangible asset of $ 1.2 million related to the reacquired rights described above.

We also recognized $ 3.0 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.

Denver, Colorado acquisition

On July 18, 2022, we completed our acquisition of the Denver, Colorado business that operates five independently owned La-Z-Boy Furniture Galleries ® stores and one distribution center for $ 10.1 million, inclusive of customary adjustments.

We paid total cash of $ 7.7 million in the first and second quarters of fiscal 2023 and the remaining consideration includes forgiveness of accounts receivable and payments based on working capital adjustments.

As part of the acquisition, we recorded an indefinite-lived intangible asset of $ 4.3 million related to the reacquired rights described above.

We also recognized $ 7.6 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.

We also recognized $ 2.2 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.

(Amounts in thousands) 4/25/2026 4/26/2025

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Total inventories $ 218,445 $ 255,285

Assets Held for Sale

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.

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.

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 $ 3.1 million in cost of sales to reduce inventory then classified as held for sale to its fair value on the upholstery portion of our Casegoods business which was subsequently sold during the fourth quarter of fiscal 2026 at its carrying value.

Both the gain on sale and impairment charge were recorded in the Wholesale segment.

The remaining assets and liabilities in the Casegoods disposal group met the criteria to be classified as held for sale as of April 25, 2026, as follows:

(Amounts in thousands) 4/25/2026

Accounts receivable, net $ 2,413

Inventory 16,641

Intangible asset 1,155

Total assets held for sale $ 20,209

Other liabilities (1)

(1) Included in accounts payable and accrued expenses and other current liabilities on our consolidated balance sheet

During the first quarter of fiscal 2027, we completed the sale of the remaining assets and liabilities in the Casegoods disposal group, resulting in an immaterial impact to the consolidated financial statements.

Refer to Note 21, Subsequent Events, for further information.

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.

During the fourth quarter of fiscal 2026, we completed the sale of these assets and recognized a gain of $ 7.6 million, in selling, general, and administrative expense within the Retail segment.

Property, Plant and Equipment

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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)

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

Retail Segment Retail Independent La-Z-Boy Stores

Corporate and Other Joybird Joybird

We test 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 it may be impaired.

Under US GAAP, we have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of one of our reporting units is greater than its carrying value ("Step 0").

Under US GAAP, we have the option to first assess qualitative factors in order to determine if it is more likely than not that the fair value of one of our reporting units is greater than its

carrying value ("Step 0").

If the qualitative assessment leads to a determination that the reporting unit’s fair value is less than its carrying value, or if we elect to bypass the qualitative assessment altogether, we are required to perform a quantitative impairment test ("Step 1") by calculating the fair value of the reporting unit and comparing the fair value with its associated carrying value.

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During our fiscal 2026 annual impairment test, we first assessed goodwill recoverability qualitatively using the Step 0 approach for each of our reporting units.

For our qualitative assessment, we considered the most recent quantitative analysis, which was performed during the fourth quarter of fiscal 2024 for the United Kingdom and Joybird reporting units and during the fourth quarter of fiscal 2020 for the Retail reporting unit, including assumptions used, such as discount rates and tax rates, indicated fair values, and the amounts by which those fair values exceeded their carrying amounts.

For our qualitative assessment, we considered the most recent quantitative analysis, which was performed during the fourth quarter of fiscal 2025 for the Joybird reporting unit and during the fourth quarter of fiscal 2020 for the Retail reporting unit, including assumptions used, such as discount rates and tax rates, indicated fair values, and the amounts by which those fair values exceeded their carrying amounts.

Further, we compared actual performance in fiscal 2026, along with future financial projections to the internal financial projections used in the prior quantitative analyses.

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Lastly, we evaluated whether any events have occurred or any circumstances have changed since that time that would indicate that our goodwill may have become impaired since our last quantitative tests.

Based on these qualitative assessments, we determined that it is more likely than not that the fair value of our Retail reporting unit exceeded its carrying value and as such, our goodwill for the Retail reporting unit was not considered impaired as of April 26, 2025 and the Step 1 quantitative goodwill impairment analysis was not necessary.

However, for our United Kingdom and Joybird reporting units, we determined that the quantitative Step 1 goodwill impairment test was necessary as noted below.

Based on these qualitative assessments, we determined that the quantitative Step 1 goodwill impairment test was necessary for the Joybird reporting unit.

Additionally, while the results of our Step 0 assessment indicated that it is more likely than not that the fair value of our Retail reporting unit exceeded its carrying value, we elected to perform a quantitative Step 1 goodwill impairment test due to the business's continued growth and the length of time since the last required quantitative assessment.

Step 1 Assessment

United Kingdom Reporting Unit

Due to a decline in the United Kingdom's financial performance in fiscal 2025, primarily due to a significant customer transition and a challenging consumer environment, we deemed it necessary to perform the quantitative Step 1 goodwill impairment test for the United Kingdom reporting unit.

To estimate the fair value of this reporting unit, we applied the income approach using discounted future cash flows in which sales and operating income projections were based on assumptions driven by the current economic conditions and assumed a 2.0 % terminal growth rate.

Our projections of revenue and operating income also include certain assumptions related to incremental business with new customers.

Other key assumptions used in the quantitative assessment of the reporting unit's goodwill were a discount rate of 10.4 %, reflecting a market participant weighted average cost of capital, and a tax rate of 25.0 %, which was specific to the United Kingdom reporting unit.

Based on our testing, the carrying value of the United Kingdom reporting unit exceeded its fair value as of April 26, 2025, by an amount greater than the recorded goodwill, and we recorded a non-cash pre-tax impairment charge of $ 20.6 million during the fourth quarter of fiscal 2025 to reduce the carrying value of the goodwill to zero .

Joybird Reporting Unit

Due to limited headroom from the fiscal 2024 impairment testing, we deemed it necessary to perform the quantitative Step 1 goodwill impairment test for the Jo ybird reporting unit.

To estimate the fair value of this reporting unit, we applied a combination of the income approach and the market approach, weighted 75 % and 25 %, respectively.

The income approach used discounted future cash flows in which sales and operating income projections were based on assumptions driven by current economic conditions and assumed a 2.0 % terminal growth rate.

Other key assumptions used in the discounted future cash flow model were a discount rate of 17.5 %, reflecting a market participant weighted average cost of capital assuming Joybird would be sold as a stand-alone business, and a tax rate of 24.2 %, which was specific to the Joybird reporting unit.

Due to limited headroom from the fiscal 2025 impairment testing and a decline in financial performance, we deemed it necessary to perform the quantitative Step 1 goodwill impairment test for the Jo ybird reporting unit.

To estimate the fair value of this reporting unit, we applied a combination of the income approach and the market approach, weigh ted 75 % and 25 %, respectively.

The income approach used discounted future cash flows in which sales and operating income projections were based on assumptions driven by current economic conditions and estimates over the foreseeable future and assumed a 2.0 % terminal growth rate.

Other key assumptions used in the discounted future cash flow model were a discount rate o f 17.5 %, re flecting a market participant weighted average cost of capital assuming Joybird would be sold as a stand-alone business, and a tax rate o f 24.2 %, w hich was specific to the Joybird reporting unit.

The market approach used the guideline public company method, which derives a valuation from market multiples based on revenue for comparable public companies and was adjusted for a control premium based on recent merger and acquisition transaction data of target companies similar to the Joybird reporting unit.

Based on our testing, the fair value of the Joybird reporting unit exceeded its carrying value as of April 26, 2025 by approximately 16 % a nd no impairment was recorded.

Further, a sensitivity analysis was performed on key assumptions used in the valuation, primarily the discount rate and terminal growth rate, and using a range of reasonable inputs, the fair value of the Joybird reporting unit exceeded its carrying value for each of the various scenarios analyzed .

However, changes to other valuation inputs or failure to meet our forecasts, in particular our sales and operating income projections, could reduce the fair value of the Joybird reporting unit and thus increase the possibility that our goodwill may be impaired in the future.

Based on our testing, the carrying value of the Joybird reporting unit exceeded its fair value as of April 25, 2026 by approximately $ 20.0 million and we recorded a non-cash pre-tax impairment charge during the fourth quarter of fiscal 2026 to reduce the carrying value of the goodwill to $ 35.5 million.

Additionally, changes to valuation inputs or failure to meet our forecasts, in particular our sales and operating income projections, could reduce the fair value of the Joybird reporting unit and thus increase the possibility that our goodwill may be further impaired in the future.

Retail Reporting Unit

Due to the extended time period from when we last performed a quantitative impairment test, we elected to perform a quantitative Step 1 goodwill impairment test for the Retail reporting unit.

To estimate the fair value of this reporting unit, we applied the income approach using discounted future cash flows in which sales and operating income projections were based on assumptions driven by current economic conditions and estimates over the foreseeable future and assumed a 2.0 % terminal growth rate.

Other key assumptions used in the discounted future cash flow model were a discount rate of 8.5 %, reflecting a market participant weighted average cost of capital, and a tax rate of 25.5 %, which was specific to the Retail reporting unit.

Based on our testing, the fair value of the Retail reporting unit significantly exceeded its carrying value as of April 25, 2026 and no impairment was recorded.

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

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Acquisitions — 11,269 — 11,269

Impairment charge ( 20,581 ) — — ( 20,581 )

Translation adjustment 496 ( 47 ) — 449

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Acquisitions — 57,631 — 57,631

Impairment ( 20,581 ) — — ( 20,581 )

Impairment charge — — ( 19,967 ) ( 19,967 )

Translation adjustment — 46 — 46

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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 (1)

Indefinite-lived

Retail Segment Reacquired rights to own and operate La-Z-Boy Furniture Galleries ® stores

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.

We test indefinite-lived intangible assets for impairment on an annual basis in the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the assets might be impaired.

Similar to our goodwill testing, we used the qualitative Step 0 approach to assess if it was more likely than not that the fair values of our indefinite-lived intangible assets were greater than their carrying values.

Based on the same qualitative factors outlined above, we determined that it is more likely than not that the fair value of each of our indefinite-lived intangible assets exceeded their respective carrying value and as such, our indefinite-lived intangible assets were not considered impaired as of April 26, 2025, and the Step 1 quantitative impairment analysis was not necessary.

During the fourth quarter of fiscal 2025, as a result of the challenges in our United Kingdom businesses as noted above, we determined there were events that indicated the carrying value of our United Kingdom asset group might be impaired.

Using cash flows consistent with those used in the goodwill impairment testing, we determined the projected undiscounted cash flows were less than the carrying value of the asset group.

To estimate the fair value of the United Kingdom asset group, we applied the income approach using discounted future cash flows consistent with those used in our goodwill impairment testing.

As a result, we recorded an impairment charge of $ 1.5 million related to our customer relationship intangible asset .

The impairment charge was recorded in S G&A expense within the Wholesale segment.

However, due to the length of time since a quantitative impairment test was last performed, we elected to perform a Step 1 quantitative impairment analysis for our indefinite-lived intangible assets in the Retail Segment.

This analysis was conducted using the relief from royalty method and sales projections were based on assumptions driven by current economic conditions.

Based on our testing, the fair values of the indefinite-lived intangible assets significantly exceeded their respective carrying values and as of April 25, 2026, no impairment was recorded.

The following summarizes changes in our intangible assets:

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Amortization — ( 798 ) — ( 222 ) ( 1,020 )

Impairment — — — ( 1,479 ) ( 1,479 )

Translation adjustment — — ( 36 ) 41 5

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Amortization — ( 798 ) — — ( 798 )

Impairment — — — ( 1,479 ) ( 1,479 )

Reclass to assets held for sale ( 1,155 ) — — — ( 1,155 )

Translation adjustment — — 35 — 35

Balance at April 25, 2026 $ — $ 200 $ 77,382 $ — $ 77,582

For our intangible assets recorded as of April 26, 2025, we estimate annual amortization expense to be $ 0.8 million in the subsequent fiscal year and $ 0.2 million in the second succeeding fiscal year, with no amortization estimated thereafter.

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

Given the immaterial size of our amortizable intangible assets, we did not perform any quantitative testing during fiscal 2026.

For our amortizable intangible assets recorded as of April 25, 2026, we estimate amortization expense to be $ 0.2 million in fiscal 2027 with no amortization thereafter.

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.

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Accrued expenses and other current liabilities $ 239,258 $ 244,215

On October 15, 2021, we entered into a five-year $ 200 million unsecured revolving credit facility (as amended, the “Credit Facility”).

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.

We may increase the size of the facility, either in the form of additional revolving commitments or new term loans, subject to the discretion of each lender to participate in such increase, up to an additional amount of $ 100 million.

The Credit Facility will mature on October 15, 2026 and provides us the ability to extend the maturity date for two additional one-year periods, subject to the satisfaction of customary conditions.

As of April 26, 2025, we have no borrowings outstanding under the Credit Facility.

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 April 26, 2025, we were in compliance with our financial covenants under the Credit Facility.

Cash paid for interest during fiscal years 2025, 2024, and 2023 was $ 0.4 million, $ 0.4 million and $ 0.3 million, respectively.

As of April 25, 2026, we have no borrowings outstanding under the Credit Facility and we were in compliance with our financial covenants under the Credit Facility.

Cash paid for interest was $ 0.4 million during fiscal years 2026, 2025, and 2024.

Employee Benefits

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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 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.

We account for product warranties by accruing an estimated liability when we recognize revenue on the sale of warrantied product.

We estimate future warranty claims on product sales based on sales volume and claim experience and periodically make adjustments to reflect changes in actual experience.

We incorporate repair costs in our liability estimates, including materials, labor, and overhead amounts necessary to perform repairs, and any costs associated with delivering repaired product to our customers and consumers.

Approximately 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.

Additionally, our Wholesale segment warranties cover labor costs relating to our parts for one year .

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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.

We use considerable judgment in making our estimates and record differences between our estimated and actual costs when the differences are known.

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

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Settlements during the year ( 27,722 ) ( 33,305 )

Change in warranty policy (1)

Balance as of the end of the year (2)

$ 24,711 $ 29,940

(1) $ 22.4 million is recorded in accrued expenses and other current liabilities as of April 26, 2025 and April 27, 2024, while the remainder is included in other long-term liabilities.

(1) 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.

(2) $ 17.0 million and $ 22.4 million is recorded in accrued expenses and other current liabilities as of April 25, 2026 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.

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Under this plan, the aggregate number of common shares that may be issued through awards of any form is 3.1 million shares, reduced by the number of shares subject to awards granted under the La-Z-Boy Incorporated 2022 Omnibus Incentive Plan after April 27, 2024 and prior to the Annual Meeting of Shareholders of La-Z-Boy Incorporated held on August 27, 2024.

Awards granted in fiscal 2025 were made under our La-Z-Boy Incorporated 2022 Omnibus Incentive Plan.

As of the end of fiscal 2025, no grants may be issued under this plan or any of our previous plans.

The table below summarizes the total stock-based compensation expense we recognized for all outstanding grants.

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Liability-based awards expense (1)

( 54 ) 91 152

Total stock-based compensation expense $ 15,634 $ 17,491 $ 14,578

(1) Includes stock appreciation rights, deferred stock units issued to Directors, restricted stock units, and performance-based units.

(1) Includes 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.

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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.

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Payout of these grants depends 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.

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.

The number of awards that will vest, as well as unearned and canceled awards, depend on the achievement of certain financial and shareholder-return goals over the three-year performance periods, and will be settled in shares if service conditions are met, requiring employees to remain employed with the Company through the end of the three-year performance periods.

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Stock Options.

We did not grant stock options to employees during fiscal 2025 or fiscal 2024, but we have stock options outstanding from grants from prior years.

We did not grant stock options to employees during fiscal 2026, 2025, or 2024, 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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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.

The fair value of stock options granted during fiscal year 2023 were calculated using the following assumptions:

Risk-free interest rate 2.87 % U.S.

Treasury issues with term equal to expected life at grant date

Dividend rate 2.70 % Estimated future dividend rate and common share price at grant date

Expected life 5.0 years Contractual term of stock option and expected employee exercise trends

Stock price volatility 42.78 % Historical volatility of our common shares

Fair value per option $ 7.90

Plan activity for stock options under the above plans was as follows:

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The aggregate intrinsic value of options exercised was $ 5.0 million and $ 4.2 million in fiscal 2025 and fiscal 2024, respectively.

As of April 26, 2025, our total unrecognized compensation cost related to non-vested stock option awards was $ 0.3 million, which we expect to recognize over a weighted-average remaining vesting term of all unvested awards of 0.8 years.

As of April 25, 2026, our total unrecognized compensation cost related to non-vested stock option awards was less than $ 0.1 million, which we expect to recognize over a weighted-average remaining vesting term of all unvested awards of 0.2 years.

During the year ended April 25, 2026, stock options with respect to 0.1 million shares vested.

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Balance at April 25, 2026 $ 417 $ 391 $ ( 2,335 ) $ ( 1,527 )

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.

We reclassified the foreign currency translation adjustment, 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:

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Consolidated Net Sales $ 2,109,207

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

(1) Primarily includes tariff and other surcharges, revenue for advertising, royalties, parts, accessories, after-treatment products, surcharges, 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 ® and branded space locations, England Custom Comfort Center locations, other major dealers, independent retailers, and the end consumer.

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;

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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 Furniture Galleries ® stores (including company-owned stores), independent retailers, and the end consumer.

This revenue includes sales to La-Z-Boy Stores (including company-owned stores), independent retailers, and the end consumer.

Contract Assets and Liabilities .

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Our Wholesale segment consists primarily of four operating segments:

La-Z-Boy, our largest operating segment, our England subsidiary, our casegoods operating segment that sells furniture under three brands (American Drew ® , Hammary ® , and Kincaid ® ), and our international operating segment which includes our international 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 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.

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 203 company-owned La-Z-Boy Furniture Galleries ® stores.

Our Retail segment consists of one operating segment comprised of our 230 company-owned La-Z-Boy Stores.

The Retail segment sells primarily upholstered furniture, in addition to some casegoods and other home furnishing accessories, to end consumers through these stores.

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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, through small-format stores in key markets, and through other distribution channels.

None of the operating segments included in Corporate and Other meet the requirements of reportable segments.

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SG&A expenses 283,197 393,915 144,728 ( 51,840 ) 770,000

Goodwill impairment $ 20,581 $ — $ — $ — $ 20,581

Operating income (loss) $ 82,213 $ 105,417 $ ( 51,793 ) $ — $ 135,837

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Fiscal Year Ended

(52 weeks) (52 weeks) (52 weeks)

(Amounts in thousands) Amount Percentage

US Federal Statutory Tax Rate $ 29,086 21.0 %

Domestic State and Local Income Taxes, net of Federal Benefit (1)

Foreign Tax Effects

United Kingdom

Nondeductible operating losses 2,752 2.0 %

Other ( 272 ) ( 0.2 ) %

Other foreign jurisdictions 1,081 0.8 %

Effects of Cross-Border Transactions ( 1,095 ) ( 0.8 ) %

Tax Credits ( 726 ) ( 0.5 ) %

Nontaxable or Nondeductible Items

Nondeductible asset impairment 4,193 3.0 %

Nondeductible executive compensation 1,611 1.2 %

Other ( 307 ) ( 0.2 ) %

Changes in Unrecognized Tax Benefits 167 0.1 %

Other Adjustments

US federal tax effects of United Kingdom plant closure ( 5,851 ) ( 4.2 ) %

Other ( 780 ) ( 0.6 ) %

Effective Tax Rate $ 35,894 25.9 %

(1) The domestic state jurisdictions that make up greater than 50% of the total effect of this category include CA, PA, IL, MI, MD, VA, WI, and NY.

Fiscal Year Ended

(52 weeks) (52 weeks)

(% of income before income taxes) 4/26/2025 4/27/2024

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For our Canada and Mexico foreign operating units, we permanently reinvest the earnings and consequently do not record a deferred tax liability relative to the undistributed earnings.

We have reinvested approximately $ 75.2 million of the earnings.

After enactment of the Tax Cuts and Jobs Act in 2017, the potential deferred tax attributable to these earnings would be approximately $ 3.3 million, primarily related to foreign withholding taxes and state income taxes.

The Company is not permanently reinvested on undistributed earnings for its Thailand and United Kingdom foreign operating units and has provided for deferred tax attributable to those earnings of approximately $ 1.4 million as of the end of fiscal 2026.

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Tax on undistributed foreign earnings ( 1,425 ) ( 1,194 )

Net deferred tax assets $ 4,329 $ 9,435

Other ( 309 ) —

Net deferred tax assets (liabilities) $ ( 13,979 ) $ 4,329

The deferred tax assets associated with loss carry forwards and the related expiration dates are as follows:

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We based these estimates on objective evidence such as expected trends resulting from certain leading economic indicators.

Based upon our net deferred tax asset position at April 26, 2025, we estimate that approximately $ 14.7 million of future taxable income would need to be generated to fully recover our net deferred tax assets.

The realization of deferred income tax assets is dependent on future events and actual results may vary from management's forecasts due to economic volatility and uncertainty along with unpredictable complexities in the global supply chain.

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Total $ 2,388 $ 4,055 $ ( 1,667 )

The remaining valuation allowance of $ 4.1 million is primarily related to certain U.S.

The remaining valuation allowance of $ 2.4 million is related to certain U.S.

state and foreign deferred tax assets.

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If recognized, $ 1.0 million of the total $ 1.2 million of unrecognized tax benefits would decrease our effective tax rate.

We do not expect that the net liability for uncertain income tax positions will significantly change within the next 12 months.

The remaining balance will be settled or released as tax audits are effectively settled, statutes of limitation expire, or other new information becomes available.

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Our foreign operations are subject to audit for fiscal years 2016 and subsequent years.

Cash paid for taxes (net of refunds received) during the fiscal years ended April 26, 2025, April 27, 2024, and April 29, 2023, was $ 43.8 million, $ 34.2 million, and $ 69.9 million, respectively.

Cash paid for taxes (net of refunds received) during fiscal year ended April 25, 2026 were as follows:

Fiscal Year Ended

(Amounts in thousands) 4/25/2026

U.S Federal $ 21,424

Other Foreign 328

Total cash paid for taxes (net of refunds received) $ 30,418

Cash paid for taxes (net of refunds received) during the fiscal years ended April 26, 2025, and April 27, 2024, was $ 43.8 million, and $ 34.2 million, respectively.

Earnings per Share

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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.

We excluded options to purchase 0.2 million shares and 0.5 million shares from the diluted share calculation for the years ended April 25, 2026 and April 27, 2024, respectively.

We did not exclude any outstanding options from the diluted share calculation for the fiscal year ended April 26, 2025.

We excluded options to purchase 0.5 million and 1.4 million shares from the diluted share calculation for the years ended April 27, 2024 and April 29, 2023, respectively.

Fair Value Measurements

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At April 25, 2026 and April 26, 2025, 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.

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

Business Realignment

On May 29, 2026, we completed the sale of the remaining assets held for sale within the Casegoods disposal group as described in Note 4, Assets Held for Sale, which includes the Kincaid ® and American Drew ® wholesale businesses.

The terms of the final purchase agreement are consistent with amounts recognized in the financial statements as of April 25, 2026 and therefore we expect this transaction to have an immaterial impact on our consolidated financial statements during the first quarter of fiscal 2027.

The sale of this business does not meet the requirements to be classified as discontinued operations as the disposition does not represent a strategic shift that will have a material effect on the Company’s operations and financial results.

Supply Chain Optimization

During the first quarter of fiscal 2027, we announced the planned closure of our leased upholstery assembly plant in San Luis Rio Colorado, Mexico, with operations expected to cease by the end of the first quarter of fiscal 2027.

Additionally, we announced the planned closure of our leased Joybird manufacturing plant in Tijuana, Mexico, with all manufacturing operations

expected to transfer to our U.S.

plants by the end of fiscal 2027.

We have evaluated the implications of these actions on the consolidated financial statements as of April 25, 2026 and concluded that these events do not require recognition in fiscal 2026.

The financial impact of these actions will primarily be recognized during fiscal 2027.

Share Repurchase Authorization

In April 2026, our board of directors rescinded the remaining repurchase authorization as of May 14, 2026, and established a new stock repurchase program, effective as of May 14, 2026, authorizing the repurchase of up to $ 300 million of Company stock.

The new authorization does not have an expiration date.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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-K

Item 8. Financial Statements and Supplementary Data