SEC Form 10-Q filed by La-Z-Boy Incorporated

8/19/25 4:19:51 PM ET

$LZB

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 26, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

COMMISSION FILE NUMBER 1-9656

LA-Z-BOY INCORPORATED

(Exact name of registrant as specified in its charter)


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

One La-Z-Boy Drive,

Monroe,

Michigan

48162-5138

(Address of principal executive offices)

(Zip Code)

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

None

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 Par Value

LZB

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

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


Class						Outstanding at August 12, 2025
Common Stock, $1.00 Par Value						41,207,237

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LA-Z-BOY INCORPORATED

FORM 10-Q FIRST QUARTER OF FISCAL 2026

TABLE OF CONTENTS


		Page Number
PART I Financial Information (Unaudited)		3
Item 1.	Financial Statements	3
	Consolidated Statement of Income	3
	Consolidated Statement of Comprehensive Income	4
	Consolidated Balance Sheet	5
	Consolidated Statement of Cash Flows	6
	Consolidated Statement of Changes in Equity	7
	Notes to Consolidated Financial Statements	8
	Note 1. Basis of Presentation	8
	Note 2. Acquisitions	8

	Note 3 . Inventories	9
	Note 4 . Goodwill and Other Intangible Assets	9
	Note 5 . Investments	1 0
	No t e 6. Debt	11
	Note 7. Product Warranties	11
	Note 8. Stock-Based Compensation	12
	Note 9. Accumulated Other Comprehensive Loss	13
	Note 10. Revenue Recognition	13
	Note 11. Segment Information	15
	Note 12. Income Taxes	17
	Note 13. Earnings per Share	18
	Note 14. Fair Value Measurements	18

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Cautionary Note Regarding Forward-Looking Statements	20
	Introduction	20
	Results of Operations	23
	Liquidity and Capital Resources	25
	Critical Accounting Policies	27
	Recent Accounting Pronouncements	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II Other Information		29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 5.	Other Information	29
Item 6.	Exhibits	29

Signature Page		30

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PART I - FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS

LA-Z-BOY INCORPORATED

CONSOLIDATED STATEMENT OF INCOME


	Quarter Ended
(Unaudited, amounts in thousands, except per share data)	7/26/2025		7/27/2024
Sales	$	492,229	$	495,532
Cost of sales	283,032		282,189
Gross profit	209,197		213,343
Selling, general and administrative expense	187,210		180,973
Operating income	21,987		32,370
Interest expense	(120)		(210)
Interest income	3,108		4,424


Other income (expense), net	(585)		(618)
Income before income taxes	24,390		35,966
Income tax expense	6,093		9,162
Net income	18,297		26,804
Net income attributable to noncontrolling interests	(93)		(645)
Net income attributable to La-Z-Boy Incorporated	$	18,204	$	26,159

Basic weighted average common shares	41,027		42,052
Basic net income attributable to La-Z-Boy Incorporated per share	$	0.44	$	0.62

Diluted weighted average common shares	41,425		42,564
Diluted net income attributable to La-Z-Boy Incorporated per share	$	0.44	$	0.61

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

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LA-Z-BOY INCORPORATED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


	Quarter Ended
(Unaudited, amounts in thousands)	7/26/2025		7/27/2024
Net income	$	18,297	$	26,804
Other comprehensive income
Currency translation adjustment	1,156		1,533

Net unrealized gain on marketable securities, net of tax	13		113
Net pension amortization, net of tax	19		15
Total other comprehensive income	1,188		1,661
Total comprehensive income before noncontrolling interests	19,485		28,465
Comprehensive (income) attributable to noncontrolling interests	(502)		(971)
Comprehensive income attributable to La-Z-Boy Incorporated	$	18,983	$	27,494

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

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LA-Z-BOY INCORPORATED

CONSOLIDATED BALANCE SHEET


(Unaudited, amounts in thousands, except par value)	7/26/2025		4/26/2025
Current assets
Cash and equivalents	$	318,544	$	328,449

Receivables, net of allowance of $5,047 at 7/26/2025 and $5,042 at 4/26/2025	131,001		139,533
Inventories, net	252,120		255,285
Other current assets	91,572		82,421
Total current assets	793,237		805,688
Property, plant and equipment, net	345,262		339,212
Goodwill	205,629		205,590
Other intangible assets, net	50,991		51,161
Deferred income taxes – long-term	6,738		7,349
Right of use lease assets	461,394		452,848
Other long-term assets, net	62,702		60,314
Total assets	$	1,925,953	$	1,922,162

Current liabilities
Accounts payable	$	99,725	$	95,984


Lease liabilities, short-term	81,470		80,592
Accrued expenses and other current liabilities	235,095		244,215
Total current liabilities	416,290		420,791

Lease liabilities, long-term	420,235		410,265
Other long-term liabilities	61,406		59,130
Shareholders' equity
Preferred shares – 5,000 authorized; none issued	—		—
Common shares, $1.00 par value – 150,000 authorized; 41,207 outstanding at 7/26/2025 and 41,164 outstanding at 4/26/2025	41,207		41,164
Capital in excess of par value	388,546		385,601
Retained earnings	589,209		597,432
Accumulated other comprehensive loss	(2,795)		(3,574)
Total La-Z-Boy Incorporated shareholders' equity	1,016,167		1,020,623
Noncontrolling interests	11,855		11,353
Total equity	1,028,022		1,031,976
Total liabilities and equity	$	1,925,953	$	1,922,162

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

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LA-Z-BOY INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOWS


	Quarter Ended
(Unaudited, amounts in thousands)	7/26/2025		7/27/2024
Cash flows from operating activities
Net income	$	18,297	$	26,804
Adjustments to reconcile net income to cash provided by operating activities
(Gain)/loss on disposal and impairment of assets	(92)		(117)

(Gain)/loss on sale of investments	(94)		(80)
Provision for doubtful accounts	129		91
Depreciation and amortization	11,329		12,147
Amortization of right-of-use lease assets	20,234		22,722

Equity-based compensation expense	3,420		3,175
Change in deferred taxes	1,075		1,999



Change in receivables	8,498		17,783
Change in inventories	3,637		(6,912)
Change in other assets	(4,805)		(6,668)
Change in payables	4,653		952
Change in lease liabilities	(20,230)		(23,306)
Change in other liabilities	(9,759)		3,728
Net cash provided by operating activities	36,292		52,318

Cash flows from investing activities
Proceeds from disposals of assets	170		158

Capital expenditures	(18,461)		(15,620)
Purchases of investments	(117)		(2,813)
Proceeds from sales of investments	216		7,879
Acquisitions	(627)		(6,797)
Net cash used for investing activities	(18,819)		(17,193)

Cash flows from financing activities

Payments on finance lease liabilities	(225)		(145)
Payments for debt issuance costs	(784)		—

Stock issued for stock and employee benefit plans, net of shares withheld for taxes	(5,190)		7,874
Repurchases of common stock	(12,505)		(33,673)
Dividends paid to shareholders	(9,012)		(8,371)

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

Effect of exchange rate changes on cash and equivalents	338		362
Change in cash and cash equivalents	(9,905)		1,172
Cash and cash equivalents at beginning of period	328,449		341,098
Cash and cash equivalents at end of period	$	318,544	$	342,270

Supplemental disclosure of non-cash investing activities
Capital expenditures included in payables	$	6,233	$	2,583

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

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LA-Z-BOY INCORPORATED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


(Unaudited, amounts in thousands, except per share data)	Common Shares		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-Controlling Interests		Total
At April 26, 2025	$	41,164	$	385,601	$	597,432	$	(3,574)	$	11,353	$	1,031,976
Net income	—		—		18,204		—		93		18,297
Other comprehensive income	—		—		—		779		409		1,188
Stock issued for stock and employee benefit plans, net of cancellations and withholding tax	343		173		(5,706)		—		—		(5,190)
Repurchases of 300 shares of common stock	(300)		(648)		(11,560)		—		—		(12,508)
Stock option and restricted stock expense	—		3,420		—		—		—		3,420
Dividends declared and paid ($0.22/share)	—		—		(9,012)		—		—		(9,012)
Dividends declared not paid ($0.22/share)	—		—		(149)		—		—		(149)
At July 26, 2025	$	41,207	$	388,546	$	589,209	$	(2,795)	$	11,855	$	1,028,022


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

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

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LA-Z-BOY INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1: Basis of Presentation

The accompanying consolidated financial statements include the consolidated accounts of La-Z-Boy Incorporated and our majority-owned subsidiaries (collectively, the "Company"). We derived the April 26, 2025 balance sheet from our audited financial statements. We prepared the interim financial information in conformity with generally accepted accounting principles ("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. In management’s opinion, the interim financial information includes all adjustments and accruals, consisting only of normal recurring adjustments (except as otherwise disclosed), that are necessary for a fair statement of results for the respective interim periods. The interim results reflected in the accompanying financial statements are not necessarily indicative of the results of operations that will occur for the full fiscal year ending April 25, 2026.

Accounting Pronouncements Adopted in Fiscal 2026

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

ASU

Description

Adoption Date

ASU 2023-09

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

Fiscal 2026

Accounting Pronouncements not yet Adopted

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

ASU

Description

Adoption Date

ASU 2025-05

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

Fiscal 2027

ASU 2025-03

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

Fiscal 2028

ASU 2024-04

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

Fiscal 2027

ASU 2024-03

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

Fiscal 2028

Note 2: Acquisitions

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

Prior Year Acquisitions

The Retail acquisition completed in the first quarter of fiscal 2025 reflects a core component of our strategic priorities, which is to grow our company-owned retail business and leverage our integrated retail model (where we earn a combined profit on both the wholesale and retail sales) in suitable geographic markets, alongside the existing La-Z-Boy Furniture Galleries® network.

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

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

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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 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.

Note 3: Inventories

A summary of inventories is as follows:


(Unaudited, amounts in thousands)	7/26/2025		4/26/2025
Raw materials	$	128,271	$	128,823
Work in process	18,568		19,280
Finished goods	151,895		153,796
FIFO inventories	298,734		301,899
Excess of FIFO over LIFO	(46,614)		(46,614)
Total inventories	$	252,120	$	255,285

Note 4: Goodwill and Other Intangible Assets

We have goodwill on our consolidated balance sheet as follows:

Reportable Segment/Unit

Reporting Unit

Related Acquisition

Wholesale Segment

United Kingdom (1)

Wholesale business in the United Kingdom and Ireland

Wholesale Segment

United Kingdom (1)

La-Z-Boy United Kingdom Manufacturing (Furnico)

Retail Segment

Retail

La-Z-Boy Furniture Galleries® stores

Corporate and Other

Joybird

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

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


(Unaudited, amounts in thousands)	Wholesale Segment		Retail Segment		Corporate and Other		Total Goodwill
Balance at April 26, 2025 (1)	$	—	$	150,144	$	55,446	$	205,590

Translation adjustment	—		39		—		39
Balance at July 26, 2025 (1)	$	—	$	150,183	$	55,446	$	205,629

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

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

Reportable Segment

Intangible Asset

Useful Life

Wholesale Segment

American Drew® trade name

Indefinite-lived

Retail Segment

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

Indefinite-lived

Corporate and Other

Joybird® trade name

Amortizable over eight-year useful life

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The following summarizes changes in our intangible assets:


(Unaudited, amounts in thousands)	Indefinite- Lived Trade Names		Finite-Lived Trade Name		Indefinite- Lived Reacquired Rights		Total Intangible Assets
Balance at April 26, 2025	$	1,155	$	998	$	49,008	$	51,161

Amortization	—		(200)		—		(200)
Translation adjustment	—		—		30		30
Balance at July 26, 2025	$	1,155	$	798	$	49,038	$	50,991

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

Note 5: Investments

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

The following summarizes our investments:


(Unaudited, amounts in thousands)	7/26/2025		4/26/2025
Short-term investments:
Marketable securities	$	46	$	10
Held-to-maturity investments	2,680		2,607
Total short-term investments	2,726		2,617
Long-term investments:
Marketable securities	12,630		12,284


Total investments	$	15,356	$	14,901

Investments to enhance returns on cash	$	2,680	$	2,607
Investments to fund compensation/retirement plans	12,676		12,294

Total investments	$	15,356	$	14,901

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


	7/26/2025						4/26/2025
(Unaudited, amounts in thousands)	Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Equity securities	$	1,055	$	—	$	3,830	$	618	$	—	$	3,489
Fixed income	135		(52)		6,380		114		(50)		6,335
Other	303		(2)		5,146		322		(15)		5,077
Total securities	$	1,493	$	(54)	$	15,356	$	1,054	$	(65)	$	14,901

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The following table summarizes sales of marketable securities:


	Quarter Ended
(Unaudited, amounts in thousands)	7/26/2025		7/27/2024
Proceeds from sales	$	216	$	7,879
Gross realized gains	94		115
Gross realized losses	—		(35)

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

Note 6: Debt

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

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

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

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

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

Note 7: 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. Additionally, our Wholesale segment warranties cover labor costs relating to our parts for one year. We provide a limited lifetime warranty against defects on a majority of the Joybird products, which are a part of our Corporate and Other results. For all our manufacturer warranties, the warranty period begins when the consumer receives our product. We use considerable judgment in making our estimates, and we record differences between our actual and estimated costs when the differences are known.

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


	Quarter Ended
(Unaudited, amounts in thousands)	7/26/2025 (1)		7/27/2024
Balance as of the beginning of the period	$	29,940	$	28,909

Accruals during the period	6,576		8,900
Settlements during the period	(7,406)		(8,331)
Balance as of the end of the period	$	29,110	$	29,478

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

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

Note 8: Stock-Based Compensation

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


	Quarter Ended
(Unaudited, amounts in thousands)	7/26/2025		7/27/2024
Equity-based awards expense	$	3,420	$	3,175
Liability-based awards expense (1)	(14)		161
Total stock-based compensation expense	$	3,406	$	3,336

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

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

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

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

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expected performance ranking relative to our peer group. For shares that vest based on market conditions, we expense compensation cost over the vesting period regardless of whether the market condition is ultimately satisfied. Based on the Monte Carlo valuation model, the fair value as of the grant date of the fiscal 2026 grant of shares that vest based on market conditions was $52.91.

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

Note 9: Accumulated Other Comprehensive Loss

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


(Unaudited, amounts in thousands)	Translation adjustment		Unrealized gain (loss) on marketable securities		Net pension amortization and net actuarial gain (loss)		Accumulated other comprehensive income (loss)
Balance at April 26, 2025	$	(1,507)	$	337	$	(2,404)	$	(3,574)
Changes before reclassifications	747		19		—		766


Amounts reclassified to net income	—		(1)		25		24
Tax effect	—		(5)		(6)		(11)
Other comprehensive income attributable to La-Z-Boy Incorporated	747		13		19		779
Balance at July 26, 2025	$	(760)	$	350	$	(2,385)	$	(2,795)

Balance at April 27, 2024	$	(3,804)	$	246	$	(2,312)	$	(5,870)
Changes before reclassifications	1,207		150		—		1,357


Amounts reclassified to net income	—		—		20		20
Tax effect	—		(37)		(5)		(42)
Other comprehensive income attributable to La-Z-Boy Incorporated	1,207		113		15		1,335
Balance at July 27, 2024	$	(2,597)	$	359	$	(2,297)	$	(4,535)

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

The components of noncontrolling interest were as follows:


	Quarter Ended
(Unaudited, amounts in thousands)	7/26/2025		7/27/2024
Balance as of the beginning of the period	$	11,353	$	10,296
Net income	93		645
Other comprehensive income	409		326

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

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Note 10: Revenue Recognition

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

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

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

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

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


	Quarter Ended July 26, 2025								Quarter Ended July 27, 2024
(Unaudited, amounts in thousands)	Wholesale		Retail		Corporate and Other		Total		Wholesale		Retail		Corporate and Other		Total
Upholstered Furniture	$	272,356	$	170,867	$	23,361	$	466,584	$	281,180	$	166,875	$	27,876	$	475,931
Casegoods Furniture	17,774		10,954		1,379		30,107		16,088		11,375		3,119		30,582
Delivery	37,347		7,503		1,896		46,746		38,513		7,382		2,068		47,963
Other (1)	25,480		17,826		4,599		47,905		15,119		16,738		5,645		37,502
Total	$	352,957	$	207,150	$	31,235	$	591,342	$	350,900	$	202,370	$	38,708	$	591,978

Eliminations							(99,113)								(96,446)
Consolidated Net Sales							$	492,229							$	495,532

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

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

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

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

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The following table presents our contract assets and liabilities:


(Unaudited, amounts in thousands)	7/26/2025		4/26/2025
Contract assets	$	35,327	$	32,580

Customer deposits	$	82,677	$	72,894
Deferred revenue	35,327		32,580
Total contract liabilities (1)	$	118,004	$	105,474

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

Note 11: Segment Information

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

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

Retail Segment. Our Retail segment consists of one operating segment comprised of our 205 company-owned La-Z-Boy Furniture Galleries® stores. The Retail segment sells primarily upholstered furniture, in addition to some casegoods and other home furnishings accessories, to end consumers through these stores.

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

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

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

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

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


	Quarter Ended July 26, 2025
(Unaudited, amounts in thousands)	Wholesale		Retail		Corporate & Other		Intersegment Eliminations		Consolidated
Sales to external customers	$	255,345	$	207,150	$	29,734	$	—	$	492,229
Intersegment sales	97,612		—		1,501		(99,113)		—
Total sales	352,957		207,150		31,235		(99,113)		492,229
Cost of sales	264,042		93,463		12,534		(87,007)		283,032
Gross profit	88,915		113,687		18,701		(12,106)		209,197
SG&A expenses	63,740		100,567		35,009		(12,106)		187,210

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

Interest expense									(120)
Interest income									3,108
Other income (expense), net									(585)
Income before income taxes									$	24,390


	Quarter Ended July 27, 2024
(Unaudited, amounts in thousands)	Wholesale		Retail		Corporate & Other		Intersegment Eliminations		Consolidated
Sales to external customers	$	256,020	$	202,370	$	37,142	$	—	$	495,532
Intersegment sales	94,880		—		1,566		(96,446)		—
Total sales	350,900		202,370		38,708		(96,446)		495,532
Cost of sales	260,293		90,750		15,919		(84,773)		282,189
Gross profit	90,607		111,620		22,789		(11,673)		213,343
SG&A expenses	66,608		90,971		35,067		(11,673)		180,973
Operating income (loss)	$	23,999	$	20,649	$	(12,278)	$	—	$	32,370

Interest expense									(210)
Interest income									4,424
Other income (expense), net									(618)
Income before income taxes									$	35,966

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	Quarter Ended
(Unaudited, amounts in thousands)	7/26/2025		7/27/2024
Depreciation and Amortization
Wholesale segment	$	6,615	$	6,257
Retail segment	3,193		2,630
Corporate and Other	1,521		3,260
Consolidated depreciation and amortization	$	11,329	$	12,147

Capital Expenditures
Wholesale segment	$	8,421	$	8,022
Retail segment	8,116		6,468
Corporate and Other	1,924		1,130
Consolidated capital expenditures	$	18,461	$	15,620

Sales by Country (1)
United States	91%		90%
Canada	5%		6%
Other	4%		4%
Total	100%		100%

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


(Unaudited, amounts in thousands)	7/26/2025		4/26/2025
Assets
Wholesale segment	$	664,749	$	662,987
Retail segment	728,274		727,178
Unallocated assets	532,930		531,997
Consolidated assets	$	1,925,953	$	1,922,162

Long-Lived Assets by Geographic Location
Domestic	$	992,188	$	976,220
International	71,088		72,591
Consolidated long-lived assets	$	1,063,276	$	1,048,811

Note 12: Income Taxes

Our effective tax rate was 25.0% for the quarter ended July 26, 2025 compared with 25.5% for the quarter ended July 27, 2024. Our effective tax rate varies from the 21% federal statutory rate primarily due to state taxes.

On July 4, 2025, the "One Big Beautiful Bill Act" ("OBBBA"), was signed into law, making several provisions of the Tax Cuts and Jobs Act permanent. Under ASC 740, Income Taxes, the effects of changes in tax laws must be recognized in the period of enactment. The Company is currently evaluating the potential impact of OBBBA, but based on a preliminary assessment, the provisions of the new law are not expected to have a material impact on the Company's consolidated financial statements.

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Note 13: Earnings per Share

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


	Quarter Ended
(Unaudited, amounts in thousands, except per share data)	7/26/2025		7/27/2024
Numerator (basic and diluted):


Net income available to common Shareholders	$	18,204	$	26,159

Denominator:
Basic weighted average common shares outstanding	41,027		42,052
Contingent common shares	246		351
Stock option dilution	152		161
Diluted weighted average common shares outstanding	41,425		42,564

Earnings per Share:
Basic	$	0.44	$	0.62
Diluted (1)	$	0.44	$	0.61

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

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

We exclude the effect of options from our diluted share calculation when the weighted average exercise price of the options is higher than the average market price, since including the options' effect would be anti-dilutive. For the quarter ended July 26, 2025, we did not exclude any outstanding options from the diluted share calculation. For the quarter ended July 27, 2024, we excluded options to purchase 0.2 million shares from the diluted share calculation.

Note 14: Fair Value Measurements

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

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

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

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

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

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

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

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At July 26, 2025
	Fair Value Measurements
(Unaudited, amounts in thousands)	Level 1		Level 2		Level 3		NAV(1)		Total
Assets
Marketable securities	$	—	$	2,465	$	—	$	10,211	$	12,676
Held-to-maturity investments	2,680		—		—		—		2,680

Total assets	$	2,680	$	2,465	$	—	$	10,211	$	15,356


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

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

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

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

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

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

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

Cautionary Note Regarding Forward-Looking Statements

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

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

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

Introduction

Our Business

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

As of July 26, 2025, our supply chain operations included the following:

•Five major manufacturing locations and 14 distribution centers in the United States and three facilities in Mexico to support our speed-to-market and customization strategy

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

•An upholstery manufacturing business in the United Kingdom and a wholesale sales office that is responsible for distribution of our product in the United Kingdom and Ireland

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

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

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

•The centerpiece of our retail distribution strategy is our network of 368 La-Z-Boy Furniture Galleries® stores, over 500 La-Z-Boy Comfort Studio® locations, and over 750 La-Z-Boy branded space locations, each dedicated to marketing our La-Z-Boy branded products. We consider this dedicated space to be “proprietary.”

◦La-Z-Boy Furniture Galleries® stores help consumers furnish their homes by combining the style, comfort, and quality of La-Z-Boy furniture with our available design services. We own 205 of the La-Z-Boy Furniture Galleries® stores, while the remainder are independently owned and operated.

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

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

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

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

◦Kincaid and England have their own dedicated proprietary in-store programs with 675 outlets and approximately 2.0 million square feet of proprietary floor space.

•Joybird sells product online and has 13 small-format stores in key markets.

Century Vision Strategy

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

Expanding the La-Z-Boy brand reach

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

•Growing our La-Z-Boy Furniture Galleries® store network. We expect our strategic initiatives in this area to generate growth in our Retail segment through an increased company-owned store count and in our Wholesale segment as our proprietary distribution network expands. We are not only focused on growing the number of locations, but also on upgrading existing store locations to our new concept designs. We are prioritizing growth of our company-owned

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Retail business by opportunistically acquiring existing La-Z-Boy Furniture Galleries® stores and opening new La-Z-Boy Furniture Galleries® stores where we see opportunity for growth, or where we believe we have opportunities for further market penetration.

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

Profitably growing the Joybird brand

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

Enhancing our enterprise capabilities

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

Reportable Segments

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

•Retail Segment. Our Retail segment consists of one operating segment comprised of our 205 company-owned La-Z-Boy Furniture Galleries® stores. The Retail segment sells primarily upholstered furniture, in addition to some casegoods and other home furnishings accessories, to end consumers through these stores.

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

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

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Results of Operations

Fiscal 2026 First Quarter Compared with Fiscal 2025 First Quarter

La-Z-Boy Incorporated


	Quarter Ended
(Unaudited, amounts in thousands, except percentages)	7/26/2025		7/27/2024		% Change
Sales	$	492,229	$	495,532	(0.7)%
Operating income	21,987		32,370		(32.1)%
Operating margin	4.5%		6.5%

Sales

Consolidated sales decreased $3.3 million, or 1%, in the first quarter of fiscal 2026, compared with the same period a year ago. Sales in the first quarter of fiscal 2026 benefited from incremental sales from our retail store acquisitions in the prior year, increased sales from our retail store expansion, and growth in our core North America La-Z-Boy branded wholesale business driven by strategic pricing and surcharge actions. These increases were more than offset by the combination of lower delivered volume in our international wholesale business due to a significant customer transition that began in the second quarter of fiscal 2025, along with lower delivered volume in our Joybird business.

Operating Margin

Operating margin, which is calculated as operating income as a percentage of sales, decreased 200 basis points in the first quarter of fiscal 2026, compared with the same period a year ago.

•Gross margin, which is calculated as gross profit as a percentage of sales, decreased 60 basis points in the first quarter of fiscal 2026, compared with the same period a year ago.

◦Increased supply chain costs, including higher distribution costs primarily related to our distribution and home delivery transformation, and increased overhead in our manufacturing operations, drove a decrease in gross margin in the first quarter of fiscal 2026 compared with the same period a year ago.

◦Gross margin also declined due to increased promotional activity on casegoods products and accessories in the first quarter of fiscal 2026 compared with the same period a year ago.

◦Partially offsetting the items above, gross margin in the first quarter of fiscal 2026 benefited from lower input costs compared with the same period a year ago, led by favorable inbound ocean freight and improved sourcing.

•SG&A expenses as a percentage of sales increased 140 basis points in the first quarter of fiscal 2026, compared with the same period a year ago.

◦SG&A expense as a percentage of sales increased due to fixed cost deleverage in our Retail segment from lower delivered same-store sales combined with higher selling expenses and fixed costs resulting from our retail store expansion in support of our long-term strategy of growing our Retail segment.

◦Partially offsetting the item above, SG&A expense as a percentage of sales benefited from lower warranty expense, driven by decreased claims activity and improved warranty trends, along with reduced marketing spend relative to the prior year.

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

Retail Segment


	Quarter Ended
(Unaudited, amounts in thousands, except percentages)	7/26/2025		7/27/2024		% Change
Sales	$	207,150	$	202,370	2.4%
Operating income	13,120		20,649		(36.5)%
Operating margin	6.3%		10.2%

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Sales

The Retail segment’s sales increased $4.8 million, or 2%, in the first quarter of fiscal 2026, compared with the same period a year ago primarily due to $8.4 million of incremental sales resulting from our retail store acquisitions that occurred in fiscal 2025 along with increased sales from our retail store expansion, net of closed stores. These increases were partially offset by a decline in delivered same-store sales.

Total written sales increased 5% in the first quarter of fiscal 2026, compared with the same period a year ago. Written same-store sales decreased 4% over the same periods, primarily due to lower consumer demand as a result of a challenging macroeconomic environment. Same-store sales include the sales of all currently active stores that have been open and company-owned for each comparable period.

Operating Margin

The Retail segment's operating margin decreased 390 basis points in the first quarter of fiscal 2026, compared with the same period a year ago.

•Gross margin decreased 30 basis points in the first quarter of fiscal 2026, compared with the same period a year ago, primarily due to increased promotional activity on casegoods products and accessories.

•SG&A expenses as a percentage of sales increased 360 basis points in the first quarter of fiscal 2026, compared with the same period a year ago, primarily due to fixed cost deleverage from lower delivered same-store sales combined with increased selling expenses and fixed costs resulting from our retail store expansion of 11 net new stores over the last 12 months, supporting our long-term strategy of growing our Retail segment.

Wholesale Segment


	Quarter Ended
(Unaudited, amounts in thousands, except percentages)	7/26/2025		7/27/2024		% Change
Sales to external customers	$	255,345	$	256,020
Intersegment sales	97,612		94,880
Total Sales	352,957		350,900		0.6%
Operating income	25,175		23,999		4.9%
Operating margin	7.1%		6.8%

Sales

The Wholesale segment’s sales increased $2.1 million, or 1%, in the first quarter of fiscal 2026, compared with the same period a year ago, primarily due to growth in our core North America La-Z-Boy branded wholesale business led by strategic pricing and surcharge actions, combined with a favorable shift in product mix towards higher priced products. Additionally, sales increased for our casegoods business as a result of strategic pricing and promotional activity. These increases in sales were partially offset by lower delivered volume in our international wholesale business due to a significant customer transition that began in the second quarter of fiscal 2025.

Operating Margin

The Wholesale segment's operating margin increased 30 basis points in the first quarter of fiscal 2026, compared with the same period a year ago.

•Gross margin decreased 60 basis points in the first quarter of fiscal 2026, compared with the same period a year ago.

◦Increased distribution costs, primarily due to incremental expenses related to our distribution and home delivery transformation, as well as increased fixed costs, and higher outbound freight, drove a 110 basis point decrease in gross margin in the first quarter of fiscal 2026, compared with the same period a year ago.

◦Higher manufacturing overhead costs led to a 40 basis point decrease in gross margin in the first quarter of fiscal 2026 compared with the same period a year ago.

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◦Partially offsetting the items above, lower input costs, led by favorable inbound ocean freight and improved sourcing, drove a 100 basis point increase in gross margin during the first quarter of fiscal 2026, compared with the same period a year ago.

•SG&A expense as a percentage of sales decreased 90 basis points in the first quarter of fiscal 2026, compared with the same period a year ago.

◦Lower warranty expense resulting from decreased claims activity and improved warranty trends drove a 60 basis point decrease in SG&A expense as a percentage of sales in the first quarter of fiscal 2026, compared with the same period a year ago.

◦Marketing expense in the first quarter of fiscal 2026 decreased relative to the prior year, resulting in a 40 basis point comparative decrease in SG&A expense as a percentage of sales.

Corporate and Other


	Quarter Ended
(Unaudited, amounts in thousands, except percentages)	7/26/2025		7/27/2024		% Change
Sales	$	31,235	$	38,708	(19.3)%
Intercompany eliminations	(99,113)		(96,446)		(2.8)%
Operating loss	(16,308)		(12,278)		(32.8)%

Sales

Corporate and Other sales decreased $7.5 million in the first quarter of fiscal 2026, compared with the same period a year ago. The change in sales was led by Joybird sales which decreased $6.8 million to $27.7 million in the first quarter of fiscal 2026, primarily due to lower delivered volume partially offset by a favorable shift in product mix. Written sales for Joybird decreased 14% in the first quarter of fiscal 2026, compared with the same period a year ago, primarily from lower online sales.

Intercompany eliminations increased in the first quarter of fiscal 2026 compared with the same period a year ago due to higher sales from our Wholesale segment to our Retail segment.

Operating Loss

Our Corporate and Other operating loss increased $4.0 million in the first quarter of fiscal 2026, compared with the same period a year ago, primarily due to Joybird's operating loss resulting from lower delivered volume, combined with lower La-Z-Boy branded royalty income.

Non-Operating Income (Expense)

Interest Income

Interest income was $1.3 million lower in the first quarter of fiscal 2026, compared with the same period a year ago, primarily driven by lower interest rates.

Income Taxes

Our effective tax rate was 25.0% for the first quarter of fiscal 2026, compared with 25.5% for the first quarter of fiscal 2025. Our effective tax rate varies from the 21% federal statutory rate primarily due to state taxes.

Liquidity and Capital Resources

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

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We had cash and cash equivalents of $318.5 million at July 26, 2025, compared with $328.4 million at April 26, 2025. In addition, we had investments to enhance our returns on cash of $2.7 million at July 26, 2025, compared with $2.6 million at April 26, 2025.

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


	Quarter Ended
(Unaudited, amounts in thousands)	7/26/2025		7/27/2024
Cash Flows Provided By (Used For)
Net cash provided by operating activities	$	36,292	$	52,318
Net cash used for investing activities	(18,819)		(17,193)
Net cash used for financing activities	(27,716)		(34,315)
Exchange rate changes	338		362
Change in cash and cash equivalents	$	(9,905)	$	1,172

Operating Activities

During the first quarter of fiscal 2026, net cash provided by operating activities was $36.3 million, a decrease of $16.0 million compared with the same period a year ago. The year over year decrease was primarily due to lower net income, adjusted for non-cash items, along with a smaller reduction in receivables relative to the prior year. Our cash provided by operating activities in fiscal 2026 was primarily attributable to net income, adjusted for non-cash items, favorable changes to working capital, and higher customer deposits, partially offset by the payout of our fiscal 2025 incentive compensation award.

Investing Activities

During the first quarter of fiscal 2026, net cash used for investing activities was $18.8 million, an increase of $1.6 million compared with the same period a year ago, due to lower proceeds from the sale of investments, net of investment purchases, along with higher capital expenditures, partially offset by lower cash paid for acquisitions.

Cash used for investing activities in fiscal 2026 was mainly attributable to capital expenditures of $18.5 million, which were primarily related to La-Z-Boy Furniture Galleries® (new stores and remodels) and manufacturing-related investments. We anticipate that spending on these items will continue in fiscal 2026, along with spending related to our distribution and home delivery transformation, with full year fiscal 2026 capital expenditures expected to be in the range of $90 to $100 million. We have no material contractual commitments outstanding for future capital expenditures.

Financing Activities

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As of July 26, 2025, we have no borrowings outstanding under the Credit Facility and we were in compliance with our financial covenants under the Credit Facility. We believe our cash and cash equivalents, short-term investments, and cash from operations, in addition to our available Credit Facility, will provide adequate liquidity for our business operations over the next 12 months.

During the first quarter of fiscal 2026, net cash used for financing activities was $27.7 million, a decrease of $6.6 million compared with the same period a year ago, primarily due to lower share repurchases, partially offset by reduced proceeds from exercised stock options. Cash used for financing activities in fiscal 2026 included the following:

•Cash paid to repurchase 0.3 million shares of company stock was $12.5 million. Our board of directors has authorized the repurchase of Company stock and as of July 26, 2025, 3.4 million shares remained available for repurchase pursuant to this authorization.

•Cash paid to our shareholders in quarterly dividends was $9.0 million. Our board of directors has sole authority to determine if and when we will declare future dividends and on what terms. We expect the board to continue declaring regular quarterly cash dividends for the foreseeable future, but it may discontinue doing so at any time at the board's discretion.

•Cash paid for tax withholding on stock issued as part of our employee benefit plans, net of proceeds from exercised stock options, was $5.2 million.

Exchange Rate Changes

Due to changes in exchange rates, our cash and cash equivalents increased by $0.3 million for the quarter ended July 26, 2025. These changes impacted our cash balances held in Canada, Thailand, and the United Kingdom.

Other

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

Critical Accounting Policies

We disclosed our critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended April 26, 2025. There were no material changes to our critical accounting policies or estimates during the quarter ended July 26, 2025.

Recent Accounting Pronouncements

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

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

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

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PART II — OTHER INFORMATION

ITEM 1A. RISK FACTORS

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

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

Our board of directors has authorized the repurchase of Company stock. Repurchases under these programs will be made at management's discretion from time to time on the open market or in privately negotiated transactions and through Rule 10b5-1. We spent $12.5 million in the first quarter of fiscal 2026 to repurchase 0.3 million shares, pursuant to a Rule 10b5-1 plan. As of July 26, 2025, 3.4 million shares remained available for repurchase pursuant to the board authorization.

The following table summarizes our repurchases of Company stock during the quarter ended July 26, 2025 and includes shares purchased from employees to satisfy their withholding tax obligations upon vesting of restricted shares:


(Unaudited, amounts in thousands, except per share data)	Total number of shares repurchased (1)	Average price paid per share		Total number of shares repurchased as part of publicly announced plan (2)	Maximum number of shares that may yet be repurchased under the plan
Fiscal May (April 27 – May 31, 2025)	300	$	41.67	300	3,399
Fiscal June (June 1 – Jun 28, 2025)	153	$	38.09	—	3,399
Fiscal July (June 29 – July 26, 2025)	1	$	37.36	—	3,399
Total (Fiscal First Quarter of 2026)	454			300	3,399

(1) In addition to the 300,000 shares we repurchased during the quarter as part of our publicly announced, board-authorized plan described above, this column includes 153,836 shares we repurchased from employees to satisfy their withholding tax obligations upon vesting of restricted and performance based shares.

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

ITEM 5. OTHER INFORMATION

Securities Trading Plans of Directors and Officers

During the quarter ended July 26, 2025, none of our directors or officers adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).

ITEM 6. EXHIBITS


Exhibit Number						Description
(10.1)						Second Amendment to Credit Agreement dated as of July 1, 2025, among La-Z-Boy Incorporated, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed July 2, 2025)
(31.1)						Certifications of Chief Executive Officer pursuant to Rule 13a-14(a)
(31.2)						Certifications of Chief Financial Officer pursuant to Rule 13a-14(a)
(32)						Certifications of Executive Officers pursuant to 18 U.S.C. Section 1350(b)
(101.INS)						Inline XBRL Instance Document
(101.SCH)						Inline XBRL Taxonomy Extension Schema Document
(101.CAL)						Inline XBRL Taxonomy Extension Calculation Linkbase Document
(101.LAB)						Inline XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)						Inline XBRL Taxonomy Extension Presentation Linkbase Document
(101.DEF)						Inline XBRL Taxonomy Extension Definition Linkbase Document
(104)						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended July 26, 2025, formatted in Inline XBRL (included in Exhibit 101)

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			LA-Z-BOY INCORPORATED
			(Registrant)


Date: August 19, 2025


			BY: /s/ Jennifer L. McCurry
			Jennifer L. McCurry Vice President, Corporate Controller and Chief Accounting Officer

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Date	Price Target	Rating	Analyst
4/25/2025	$46.00	Sector Weight → Overweight	KeyBanc Capital Markets
8/21/2024	$43.00	Buy → Neutral	Sidoti
8/25/2022		Outperform → Mkt Perform	Raymond James
2/17/2022	$46.00 → $40.00	Outperform	Raymond James

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