hvt-20260327

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


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HAVERTY FURNITURE COMPANIES, INC.

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2026

PROXY STATEMENT AND

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Monday, May 11, 2026

10:00 AM Eastern Time

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

Haverty Furniture Companies, Inc. ("Haverty Furniture") will hold its 2026 Annual Meeting of Stockholders (the Annual Meeting") on Monday, May 11, 2026, beginning at 10:00 a.m. Eastern Time, at the Courtyard Baltimore Downtown/Inner Harbor, 1000 Aliceanna Street, Baltimore, Maryland 21202.

Your Vote is Important:

Please carefully review the proxy materials and follow the instructions and cast your vote as soon as possible in one of the following ways:

Internet

www.proxyvote.com

By Phone

1-800-690-6903

Sign, date and return your proxy card

Items of Business:

•Elect the eight Class A Common Stock director nominees named in the attached Proxy Statement for a one-year term;

•Elect the three Common Stock director nominees named in the attached Proxy Statement for a one-year term;

•Approve, through a non-binding advisory vote, the compensation of our named executive officers as disclosed in the attached Proxy Statement;

•Approve the 2026 Long Term Incentive Plan;

•Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026; and

•Act upon such other business as may properly come before the Annual Meeting or any adjournments.

Only stockholders of record at the close of business on March 13, 2026 are entitled to notice of and to vote at the Annual Meeting. Please read the attached Proxy Statement which contains detailed information about the matters we are asking you to vote on. As a stockholder, your vote is very important, and Haverty Furniture board of directors strongly encourages you to exercise your right to vote.

BY ORDER OF THE BOARD OF DIRECTORS

Brendan P. McGill

Senior Vice President, General Counsel and

Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 11, 2026.

Our Proxy Statement and 2025 Annual Report on Form 10-K are available at www.proxyvote.com and on Haverty Furniture's website at https://ir.havertys.com under "Reports & Financials" then "SEC Filings".

Dear Fellow Stockholders,

For over 140 years, Haverty Furniture Companies, Inc. ("Haverty Furniture") has been helping American families bring the vision of their perfect home to life. From our founding by J.J. Haverty in downtown Atlanta in 1885, to the 129 stores we operate today across 17 states, Havertys has built an enduring legacy rooted in quality, integrity, teamwork and personalized service. In 2025, we continued to build on our remarkable heritage — strengthening our brand, expanding our footprint, and investing in the capabilities that position Havertys for sustained growth.

2025 Results

2025 was a year of perseverance and agility as a challenging demand environment for the home furnishings industry continued. Elevated mortgage rates, a prolonged housing market slowdown, significant disruption and volatility due to changes to tariff policy, geopolitical uncertainty and continued cautious consumer spending on big-ticket items weighed heavily on industry-wide traffic and sales. Despite these external pressures, our team remained focused and delivered results that reflect the underlying strength of our operating model.

For the full year, we generated consolidated net sales of $759.0 million, pre-tax income of $26.8 million and comparable store sales increase of 2.1%. These results reflect a 5.0% increase in net sales and 2.6% increase in pre-tax income over 2024, with net income down 1.1% for the year. Despite the significant industry challenges, we maintained strong gross profit margins of 60.7%, demonstrating the pricing discipline and merchandising excellence that have become hallmarks of our company.

Our team’s efforts also resulted in improving operating metrics in 2025. We finished the year with an overall average ticket of $3,530, representing a 4.7% increase compared to the prior year. Our design consultants continued to be a powerful differentiator in 2025 with the average ticket in this category rising 9.7% to $7,781 while maintaining stable unit sales per customer.

Store Growth

In 2025, we continued to strengthen our retail presence by opening three new stores. Two of these locations in Texas—Webster and New Caney—were strategically added to expand our footprint in the Houston market. Additionally, we relocated our Daytona Beach, Florida store during the second quarter to better serve our customers in that region. Taking into account two strategic closures of underperforming locations, we finished the year with 129 stores.

Looking ahead, our store expansion plans for 2026 are already progressing at a rapid pace. We have signed five new leases for locations in Fenton, MO (St. Louis), Mt Juliet, TN (Nashville), Aliana, TX (Houston), Baytown, TX (Houston), and Ross Township, PA (Pittsburgh).

In addition to our new store investments, we plan to continue our significant investment in store remodels, updating design centers and mattress departments – ensuring that our facilities remain modern, appealing and equipped to meet evolving customer needs.

Sales Initiatives

In 2025 we refreshed our promotional strategy to deepen engagement and drive sales. We broadened outreach to current and new customers, enhanced credit offerings to make larger purchases more accessible, and calibrated promotions to reflect cost pressures while preserving value. We also increased marketing investment and strengthened our online experience. Together, these actions improved performance, expanded our reach, and elevated brand visibility.

Strength of our Partnerships

Our ability to provide the distinctive Havertys experience is rooted in decades‑long supplier partnerships built on mutual respect and fair dealing—honoring commitments, paying on time, and communicating clearly in any environment. This relationship‑first model with our partners is a differentiating advantage for us.

Because partners know what to expect from Havertys, we earn preferred treatment and deeper collaboration, which translate to distinctive designs, dependable quality, and reliable availability for customers. For stockholders, these partnerships support margin stability and supply chain resilience—a benefit that competitors cannot easily replicate.

Creating Value for our Stockholders

In 2025, we remained committed to delivering value to our stockholders through a combination of dividends and share repurchases. Over the course of the year, we returned approximately $25.6 million to stockholders. Of this total, $20.8 million was distributed as dividends, reinforcing our dedication to consistent and reliable returns. Additionally, we executed share repurchases totaling $4.8 million.

Our balance sheet remains a source of competitive strength. We ended the year with zero funded debt, over $125.3 million in cash, and an undrawn $80 million revolving credit facility — a balance sheet that provides extraordinary flexibility and enables us to invest in growth opportunities, weather economic cycles, and continue returning meaningful capital to stockholders through dividends and buybacks.

Our People

None of our accomplishments would be possible without the dedication and talent of our team members across all of our stores, our distribution and delivery centers, and our corporate headquarters. Our team members are the face of the Havertys brand, and their commitment to delivering an outstanding customer experience at every level is what sets us apart.

Looking Ahead: A Year of Momentum

We enter 2026 with renewed momentum, a clear strategy, and a strong platform for growth. Our priorities are straightforward: expand selectively in key markets, deepen our design‑led experience, strengthen the brand with targeted marketing and smart merchandising, leverage technology to elevate the customer experience and enhance productivity, and maintain disciplined capital allocation.

Havertys is well-positioned to capture demand as the housing cycle turns, with our expanded store base, debt-free balance sheet, and differentiated brand.

We’d like to thank our dedicated team members, our valued supply partners, our Board of Directors, and our loyal stockholders for your continued confidence and support. And to our customers — we are deeply grateful for your trust.

Sincerely,



Clarence H. Smith Executive Chairman of the Board						Steven G. Burdette President and Chief Executive Officer


Table of Contents



Our Board of Directors			1
Proposal 1. Election of Directors
Class A Common Stock Director Nominees			3
Common Stock Director Nominees			11
Corporate Governance Matters
Board Leadership Structure			14
Board Risk Oversight Roles			15
Governance Policies			16
Committees of the Board			18
Director Compensation			20
Compensation Discussion and Analysis
Overview			21
Role of the NCG Committee			21
Overview of Key Features of Our Compensation Program			22
Executive Compensation Components			25
NCG Committee Report			29
Compensation at Havertys
Summary Compensation Table			30
2025 Grants of Plan Based Awards Table			32
Outstanding Equity Awards at Fiscal 2025 Year-End Table			33
2025 Option Exercises and Stock Vested Table			35
Non-Qualified Deferred Compensation Plans			36
Pension Benefits and Retirement Plans			37
2025 Potential Payments upon Termination or Change in Control			37
CEO Pay Ratio Information			40
Pay-versus-Performance			41
Proposal 2. Advisory Vote on Executive Compensation			45
Proposal 3: Approval of the 2026 Long-Term Incentive Plan			46
Equity Compensation Plan Information			53
Audit Committee Report			54
Proposal 4 . Ratification of the Appointment of our Independent Registered Public Accounting Firm			57
Ownership of Securities
Ownership by our Principal Stockholders			58
Ownership by our Directors and Management			59
Information about our Annual Meeting			60
Stockholder Proposals for 2027 Meeting			61
Available Information			62
Other Business			62

GAAP to Non-GAAP Reconciliation			Appendix A
2026 Long Term Incentive Plan			Appendix B


Our Board of Directors

Our Board of Directors (the "Board") is a highly engaged group of individuals that provides strong, effective oversight of Haverty Furniture Companies, Inc. (“Havertys Furniture” or the "Company"). Both individually and collectively, our directors have the qualifications, skills and experience needed to inform and oversee the Company’s long-term strategic growth priorities. The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations, and ultimately, better decisions.

The nominees for election at the 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") were recommended to the Board by its Nominating, Compensation and Governance Committee (the “NCG Committee”). The Board has a rigorous process to ensure that its composition is aligned with the evolving needs of the Company, as further discussed in this section.

The holders of Class A common stock will elect eight directors and the holders of common stock will elect three directors. Each elected director will hold office until the next annual meeting. The election of our directors requires a plurality of votes cast at the meeting by the holders of the respective classes of common stock. All of the nominees are currently directors of the Company. We expect that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, it is intended that the proxies will vote for the election of another nominee to be designated by the NCG Committee and the Board.

Nominee

Independent

Director Since

Primary (or Former Occupation)

Committees

Class A Common Stock Nominees

Steven G. Burdette

2025

President and CEO , Havertys Furniture

L. Allison Dukes

2016

Chief Financial Officer, Invesco Ltd.

N(CC), E

Rawson Haverty Jr.

1992

Former SVP, Real Estate and Development, Havertys Furniture

Natalie B. Morhous

2024

Chairman and Chief Executive Officer, RaceTrac Inc.

Vicki R. Palmer

2001

Former EVP, Financial Services and Administration, Coca-Cola Enterprises, Inc.

Derek G. Schiller

2020

President and CEO, Atlanta Braves

E. Kendrick Smith

2026

Former partner at Jones Day

Al Trujillo

2003

President and COO, Georgia Tech Foundation

A(CC), N, E

Common Stock Nominees

Michael R. Cote

2022

Former CEO, Secureworks Inc.

G. Thomas Hough

2018

Former Americas Vice Chair, Ernst & Young LLP

L, A, N, E(CC)

Clarence H. Smith

1989

Executive Chairman, Havertys Furniture

E, CB

A - Audit Committee N - Nominating, Compensation and Governance Committee E - Executive Committee

L - Lead Director CC - Committee Chair CB - Chairman of the Board

Proposal 1. Election of Directors


What am I voting on?						Holders of Class A common stock are being asked to elect eight directors for a one-year term. Holders of common stock are being asked to elect three directors for a one-year term.

Voting recommendation:						Our Board recommends a vote “For” each of the director nominees.

2026 Proxy Statement | 1


Our Board - Nominee Qualifications

The Board acting through its NCG Committee, seeks directors who collectively possess the experience, skills, backgrounds, and other qualifications necessary to effectively oversee our Company and evolving business circumstances. The NCG Committee seeks directors with established records of significant accomplishments in business and areas relevant to our business strategies. Each director nominee was nominated on the basis of the unique experience, background, qualifications, attributes and skills that he or she brings to the Board, as well as how those factors blend with those of the other nominees.

Director Nominations. The NCG Committee is primarily responsible for identifying and evaluating director candidates and for recommending the re-nomination of incumbent directors. The NCG Committee, which consists entirely of independent directors, regularly reviews the appropriate size and composition of the Board and anticipates vacancies and required expertise. The NCG Committee reviews potential nominees from several sources, including directors, management, stockholders or others. The NCG Committee is also authorized to retain search firms to identify potential director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates.

The NCG Committee will consider recommendations for directors submitted by stockholders. Stockholders should submit their recommendations in writing in accordance with our procedures to submit stockholder proposals set forth on page 61. There is no difference in the manner in which the NCG Committee evaluates proposed nominees that are recommended by a stockholder.

Director Qualifications. Our business involves many aspects of retail including store operations and merchandising, supply chain, finance, real estate, marketing, finance, information technology and cybersecurity, human capital management, regulatory, and corporate governance. We seek potential nominees with experience and skills in these aspects of our business. In evaluating potential nominees, the NCG Committee will review and consider, among other factors, the nominee’s relevant career and business operations experience, judgment, industry knowledge, independence, character, demonstrated leadership skills, financial literacy, and experience in the context of the needs of the Board at the time and the then-current mix of director attributes. The NCG Committee believes that it is essential that the Board members represent diverse viewpoints. In considering candidates for the Board, the NCG Committee considers the entirety of each candidate’s credentials.

The following chart summarizes each director nominee's key experience, skills, and other qualifications. Please see each director's biography for additional detail on experience, skills and qualifications.

Class A Common Stock Nominees

Common Stock Nominees

Experience/Skills/Qualifications

Steven G. Burdette

L. Allison Dukes

Rawson Haverty, Jr.

Natalie B. Morhous

Vicki R. Palmer

Derek G. Schiller

E. Kendrick Smith

Trujillo

Michael R. Cote

G. Thomas Hough

Clarence H. Smith

C-Suite Experience

▲

Public Company Experience

▲

Finance

▲

Risk Management

▲

Merchandising/Supply Chain

▲

Marketing/Brand Building

▲

Retail/Sales

▲

Real Estate

▲

Human Capital Management

▲

Information Security and Cybersecurity

▲

Regulatory & Compliance

▲

2026 Proxy Statement | 2


Our Board - Class A Common Stock Director Nominees

The biography of each of the nominees contains information regarding such nominee’s experience and his or her director positions held currently or at any time during the last five years and a non-exhaustive summary of qualifications for service on our board.

The nominees for holders of Class A Common Stock include: Steven G. Burdette, L. Allison Dukes, Rawson Haverty, Jr., Natalie B. Morhous, Vicki R. Palmer, Derek G. Schiller, E. Kendrick Smith and Al Trujillo.


Steven G. Burdette
Age: 64 Director since: 2025 Management Director Committee Membership: Executive			Mr. Burdette has served as the Chief Executive Officer of the Company since January 2025 and as President since March 2021. Mr. Burdette began his career with Havertys Furniture in 1983 as a Manager Trainee in Tampa, Florida. Over more than four decades with the Company, Mr. Burdette has held numerous leadership roles across all operational functions of the Company, including Vice President of Merchandising, Senior Vice President of Operations, Executive Vice President, Stores, and Executive Vice President, Operations. In addition, he has led strategic initiatives to reorganize the Company's distribution center strategy and grow the Company to 129 stores in 17 states. Mr. Burdette is a graduate of the University of Georgia, where he earned a Bachelor of Business Administration degree in Finance. Mr. Burdette serves on the Board of Directors and Executive Committee of the Metro Atlanta Chamber of Commerce. Director Qualifications: Mr. Burdette brings extensive knowledge of Havertys’ operations, merchandising, and strategic initiatives gained through more than 40 years of service with the Company. His deep understanding of the furniture retail industry, combined with proven leadership in operational excellence and long-term growth strategies, provides valuable insight to the Board. His experience in guiding Havertys through evolving market conditions and implementing initiatives to enhance customer experience and shareholder value makes him well qualified to serve as a Director.

2026 Proxy Statement | 3


Our Board - Class A Common Stock Director Nominees

L. Allison Dukes

Age: 51

Director since: 2016

Committee Membership:

Nominating, Compensation and Corporate Governance - Chair

Executive

Ms. Dukes has served as Senior Managing Director and Chief Financial Officer of Invesco Ltd., a global investment management firm, since 2020. In this role, she oversees all global corporate finance functions, including strategic and financial planning, investor relations, corporate development, accounting, tax, treasury, procurement, corporate services, and global public policy. Prior to joining Invesco, Ms. Dukes was Chief Financial Officer of SunTrust Banks, Inc. (now Truist Financial Corporation) from 2018 to 2019, where she played a key role in structuring the merger with BB&T Corporation. During her 20-year tenure at SunTrust, she held numerous leadership positions, including Head of Commercial & Business Banking, President and Chief Executive Officer of the Atlanta Division, Co-Head of Private Wealth Management, and Managing Director and Head of Syndicated Finance Originations for SunTrust Robinson Humphrey.

Ms. Dukes earned a Bachelor of Science degree in Mathematics from Vanderbilt University and a Master of Business Administration from Emory University’s Goizueta Business School. She is active in civic and educational organizations, serving on the Board of Trustees of Children’s Healthcare of Atlanta and Emory University, and is a past Chair of Junior Achievement of Georgia.

Director Qualifications

Ms. Dukes brings to our Board extensive experience in corporate finance, strategic planning, and risk management. Her leadership roles at major financial institutions and a global asset management firm provide deep expertise in capital allocation, financial reporting, and governance. She has significant experience with mergers and acquisitions, investor relations, and regulatory compliance, which strengthens the Board’s oversight of financial strategy and enterprise risk. In addition, her experience on public company management teams and leadership of community organizations enhances the Company’s commitment to strong corporate governance and ethical leadership.

2026 Proxy Statement | 4


Our Board - Class A Common Stock Director Nominees

Rawson Haverty Jr.

Age: 70

Director since: 1992

Committee Membership:

None

Mr. Haverty served as Senior Vice President, Real Estate and Development of Haverty Furniture Companies, Inc. from 1998 until his retirement in 2023. In this role, he oversaw all aspects of real estate strategy, site selection, and development for Havertys’ retail footprint across multiple states. Prior to that, he held positions of increasing responsibility within the Company. Mr. Haverty joined Havertys in 1984 and has been a member of the Board since 1992.

He is actively involved in civic and philanthropic organizations, serving on the Advisory Board of the Emory University Center for Ethics and supporting initiatives through Southface Institute and Joyce's Place Board. Mr. Haverty also co-founded Serenbe, a nationally recognized sustainable community development near Atlanta.

Director Qualifications

Mr. Haverty brings to the Board more than three decades of experience in retail real estate strategy and development, which is critical to Havertys’ long-term growth and operational success. His deep knowledge of the Company’s business, combined with expertise in site selection, property management, and market expansion, provides valuable insight for the Company’s store portfolio. Additionally, his leadership in sustainability initiatives and community engagement aligns with the Company’s commitment to responsible business practices.

2026 Proxy Statement | 5


Our Board - Class A Common Stock Director Nominees


Natalie B. Morhous
Age: 42 Director since: 2024 Committee Membership: Nominating, Compensation and Governance

SEC Form DEF 14A filed by Haverty Furniture Companies Inc.