Annual report
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o 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: 1-14445 HAVERTY FURNITURE COMPANIES, INC. (Exact name of Registrant as specified in its charter) Maryland 58-0281900 (State of Incorporation) (IRS Employer Identification Number) 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia 30342 (Address of Principal Executive Offices) Registrant’s telephone number, including area code: (404) 443-2900 Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock HVT NYSE Class A Common Stock HVTA NYSE Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x 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 x No o 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 x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” i Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o Emerging growth company o 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. o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $307,318,284 (based on the closing sale prices of the registrant’s two classes of common stock as reported by the New York Stock Exchange). There were 14,934,110 shares of common stock and 1,209,976 shares of Class A common stock, each with a par value of $1.00 per share outstanding at February 25, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May 11, 2026 are incorporated by reference into Part III of this Annual Report on Form 10-K.
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Table of Contents HAVERTY FURNITURE COMPANIES, INC. Annual Report on Form 10-K for the year ended December 31, 2025 PART I Item 1. Business 1 Item 1A. Risk Factors 6 Item 1B. Unresolved Staff Comments 15 Item 1C. Cybersecurity 16 Item 2. Properties 17 Item 3. Legal Proceedings 18 Item 4. Mine Safety Disclosures 18 Information about our Executive Officers 19 PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 Item 6. Reserved 21 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 29 Item 8. Financial Statements and Supplementary Data 29 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure29 Item 9A. Controls and Procedures 30 Item 9B. Other Information 32 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 32 PART III Item 10. Directors, Executive Officers and Corporate Governance 32 Item 11. Executive Compensation 32 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters32 Item 13. Certain Relationships and Related Transactions, and Director Independence 33 Item 14. Principal Accounting Fees and Services 33 PART IV Item 15. Exhibits, Financial Statement Schedules 33 Item 16. Form 10-K Summary 35
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Table of Contents FORWARD-LOOKING STATEMENTS In addition to historical information, this document contains “forward-looking statements” – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition. These statements are within the meaning of Section 27A of the Securities Act of 1933 and Section 21F of the Securities Exchange Act of 1934. Forward-looking statements include, but are not limited to: • projections of sales or comparable store sales, gross profit, SG&A expenses, capital expenditures or other financial measures; • descriptions of anticipated plans or objectives of our management for operations or products; including planned store openings and closures; • forecasts of performance; • anticipated impact on our business of macro-economic conditions; and • assumptions regarding any of the foregoing. Because these statements involve anticipated events or conditions, forward-looking statements often include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” or similar expressions. These forward-looking statements are based upon assessments and assumptions of management in light of historical results and trends, current conditions and potential future developments that often involve judgment, estimates, assumptions and projections. Forward-looking statements reflect current views about our plans, strategies and prospects, which are based on information currently available. Although we believe that our plans, intentions and expectations as reflected in or suggested by any forward-looking statements are reasonable, they are not guarantees. Actual results may differ materially from our anticipated results described or implied in our forward-looking statements, and such differences may be due to a variety of factors. Our business could also be affected by additional factors that are presently unknown to us or that we currently believe to be immaterial to our business. Important factors which could cause our actual results to differ materially from the forward-looking statements in this report include, but are not limited to, the following items, in addition to those matters described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of this report: • Competition from national, regional and local retailers of home furnishings; • Our failure to anticipate changes in consumer preferences; • Our ability to maintain and enhance our brand; • Our ability to successfully implement our growth and other strategies; • Our ability to locate our stores in suitable locations to attract customers; • Importing a substantial portion of our merchandise from foreign sources (including the impact of tariffs); • Our dependence on third-party producers to meet our requirements; • Significant fluctuations and volatility in the cost of raw materials and components; • Risks in our supply chain, including price, availability and quality of raw materials and components utilized in the products we sell and our ability to forecast our supply chain needs; • A failure by our vendors to meet our quality control standards or comply with changes to the legislative or regulatory framework regarding product safety; • Our reliance on third-party transportation vendors for product shipments from our suppliers; • Damage to one of our distribution centers; • Our reliance on information technology and any disruptions in our IT systems; • The vulnerability of our information technology infrastructure to cyber-attacks, breaches and other disruptions; • The effects of labor disruptions or labor shortages; and our ability to attract and retain key employees; • The rise of oil and gasoline prices; • Increased transportation costs; • Changes in economic conditions such as consumer disposable income, fuel prices, inflation rates, recession and fears of recession, unemployment rates, interest rates, tax rates, consumer confidence, and changing government policies, laws and regulations; i
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Table of Contents • Certain risks may not be fully covered by insurance; • Failure to protect our intellectual property; • Our ability to comply with all applicable laws and regulations; • Pending or unforeseen litigation; • Natural disasters, public health events, geopolitical instability or other disruptive events; and • Other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission filings, including in Item 1A-Risk Factors of this report. Discussed elsewhere in further detail in this report are some important risks, uncertainties and contingencies which could cause our actual results, performance or achievements to be materially different from any forward-looking statements made or implied in this report. Forward-looking statements are only as of the date they are made and they might not be updated to reflect changes as they occur after the forward-looking statements are made. We assume no obligations to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. In evaluating forward-looking statements, you should consider these risks and uncertainties, together with the other risks described from time to time in our other reports and documents filed with the Securities and Exchange Commission, or SEC, and you should not place undue reliance on those statements. We intend for any forward-looking statements to be covered by, and we claim the protection under, the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. ii
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Table of Contents PART I ITEM 1. BUSINESS Unless otherwise indicated by the context, we use the terms “Havertys,” “we,” “our,” or “us” when referring to the consolidated operations of Haverty Furniture Companies, Inc. and subsidiary. Overview Havertys is a specialty retailer of residential furniture and accessories. Our founder, J.J. Haverty began the business in 1885 in Atlanta, Georgia with one store and made deliveries using horse-drawn wagons. The Company grew to 18 stores and was incorporated in September 1929. Anticipating further growth, the Company accessed additional capital through its initial public offering in October 1929. The Company's common stock ("HVT") and Class A common stock ("HVT-A") are traded on the New York Stock Exchange (the "NYSE"). Havertys has grown to 129 stores in 17 states in the Southern and Midwest regions of the U.S. All of our retail locations are operated using the Havertys name, and we do not franchise our stores. Our brand has strong recognition in the markets we serve, and consumer surveys consistently associate Havertys with high quality, style, value, and service. Customers Havertys core customers are typically women in middle to upper-middle income households. They generally own homes in the suburbs, and their unique personalities are expressed through style-conscious choices that reflect an awareness of current trends. These consumers research and shop online and in-store, often engaging friends or family members in the purchasing process. They are discerning buyers, desiring furnishings that fit their style, but never sacrifice quality or value. Our marketing, merchandising, stores, online presence, and customer service are targeted to attract and meet the needs of our customers. We have a seasoned, commissioned-based sales team serving our customers. Their product knowledge is important in helping customers evaluate Havertys' merchandise compared to our competitors. We also offer a free design service, including in-home consultations, to customers who want an in-depth personalized experience. We aim to have at least one design consultant available in each store. The average sales ticket for a customer who utilizes our free design services is generally twice that of our average sales ticket. Approximately 33.5% of our written sales in 2025 resulted from consultations with our in-home designers. Stores As of December 31, 2025, we operated 129 stores serving over 90 cities in 17 states with approximately 4.5 million retail square feet. Our stores range in size from 15,000 to 60,000 selling square feet, with the average being approximately 35,000 square feet. We strive for our stores to reflect the distinctive style and comfort consumers expect when purchasing their home furnishings. The store’s location and curb appeal are important to the middle to upper-middle income consumer that we target, and attractive facades complement the quality and style of our merchandise. Interior details are also important for a pleasant and inviting shopping experience. We are very intentional in having open shopping spaces and our disciplined merchandise display ensures uniformity of presentations in-store, online and in our advertising. In 2024 we developed a program to improve the in-store experience. These changes focused on: • more visually appealing signage, • tagging strategies, • new fixtures to centrally locate custom fabrics, • optimized floor presentation of our mattress selection, and • equipment for the design center to personalize our customer's shopping experience. The signage, tagging and fabric fixtures are largely complete. We expect to complete the mattress floor presentation and design center portions of the program over the next two years. 1
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Table of Contents Real Estate Our goal, subject to market conditions and identifying suitable sites, is to open an average of net five new stores per year, concentrating growth within our current distribution footprint. We select new locations using demographic and market characteristics and sales potential. These locations are primarily in the form of former "big box" retail sites in the 25,000 to 35,000 square feet size range that we lease with an initial term of years and options to renew. Newly constructed sites are typically leased, though there are occasional opportunities to own the store. We continually analyze opportunities for potential relocations within markets and close retail locations that are underperforming or no longer consistent with our brand positioning. For leased locations we generally continue to operate the store until our lease expires. The following outlines the change in our selling square footage for each of the three years ended December 31 (square footage in thousands): 2025 2024 2023 Store Activity: # of Stores Square Footage # of Stores Square Footage # of Stores Square Footage Opened 3 94 6 171 4 110 Closed 3 89 1 20 2 86 Year end balances 129 4,543 129 4,538 124 4,387 The following table summarizes our store activity in 2025 and current plans for 2026. Location Quarter Actual or Planned Category Houston, TX Q-1-25 Open Daytona, FL Q-2-25 Relocation Atlanta, GA Q-2-25 Closure Waco, TX Q-2-25 Closure Houston, TX Q-4-25 Open St. Louis, MO Q-1-26 Open Alexandria, LA Q-1-26 Closure Nashville, TN Q-2-26 Open Houston, TX Q-4-26 Open Houston, TX Q-4-26 Open Pittsburgh, PA Q-4-26 Open Online Presence We consider our website an extension of our brick-and-mortar locations and not a separate segment of our business. Further, view the interconnected shopping experience not as a specific transaction; but as a comprehensive customer journey encompassing inspiration and product research, purchase and fulfillment, and post-purchase care and support. Most customers begin their shopping process online, using the internet for inspiration and to view products and prices. Our website features a variety of helpful tools including a design center with a 3-D room planner, upholstery customization, and inspired accessories. Product reviews written by our customers are also available, which many consumers find helpful in the decision-making process. The next stop in the purchase journey for most consumers is a visit to a store to touch, sit, and see merchandise in person. Our sales consultants use online tools to further engage our customers while they are in the store. Customers may make their purchase in the store or opt to return home and finalize their decisions, place their orders online and schedule delivery. We limit internet sales of our furniture to within our delivery network, and internet sales of a selection of our accessories to within the continental United States, excluding California. Our total sales completed online for 2025 were approximately 3.2% of our total 2025 business. 2
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Table of Contents We continue to invest in our digital channels to support our customer's purchase journey from initial inspiration through design assistance. We have invested in our website to enhance presentation, expand product information, and provide customers with easier, more intuitive navigation. In 2025, we introduced a sectional configurator tool, which allows customers to build a fully custom sectional in-store or online by selecting modular pieces and visualizing the configuration in real-time with three- dimensional views. The finished custom sectional integrates seamlessly into our point-of-sale system when the customer is ready to purchase. Currently available for eight sectional collections, the configurator tool will be expanded to additional collections over time. We believe our significant investments have improved search capabilities, site functionality, product presentation, and improving insights into customer behavior, which are each important in driving traffic, increasing conversion, and growing sales. We continue to fine-tune the content management system and find opportunities to add more automation to improve the customer experience, increase sales conversion rates through our website, and increase traffic to our stores. Enhancements to our digital properties are critical for meeting the needs of our increasingly interconnected customers. A significant portion of the traffic in our digital channels is on mobile devices. Mobile customers expect simple and relevant digital interactions. To meet these expectations, we have invested in our digital properties to improve the overall presentation and ease of navigation for the user. We have also enhanced online product landing pages by providing more information, including related products within and beyond its larger collection. Merchandise and Revenues We develop our merchandise selection with the diverse taste of our typical “on-trend” customer in mind. A wide range of styles from traditional to contemporary are in our core assortment, and virtually all of the furniture merchandise we carry bears the Havertys brand. We also tailor our product offerings to the needs and tastes of the local markets we serve, emphasizing more “coastal,” “western” or “urban” looks as appropriate. Our custom upholstery programs and eclectic looks are an important part of our product mix and allow the on-trend consumer more self-expression. We have avoided offering lower quality, promotional price-driven merchandise favored by many regional and national chains, which we believe would devalue the Havertys brand with the consumer. However, we ensure that our assortment includes merchandise that is "good", "better", and "best" to compete with retailers across varying price points. We carry nationally well- known mattress product lines such as Tempur-Pedic®, Serta®, Stearns and Foster®, Beautyrest®, and Sealy®. Our customers use varying methods to purchase or finance their sales. As an added convenience to our customers, we offer financing by third-party finance companies. Sales financed by the third-party providers are not Havertys’ receivables; accordingly, we do not have any credit risk or servicing responsibility for these accounts, and there is no credit or collection recourse to Havertys. Approximately one-third of our sales are third-party-financed. The fees we pay to the third parties are included in our selling, general, and administrative expenses (“SG&A”) as a selling expense. Suppliers and Supply Chain We buy our merchandise from numerous foreign and domestic manufacturers and importers, the largest ten of which accounted for approximately 42.9% of our product purchases during 2025. Most of our wood products, or “case goods,” are imported from Asia. The majority of our upholstered products are sourced from domestic vendors. We purchase our furniture merchandise produced in Asia through sourcing companies and also buy direct from manufacturers. We have dedicated quality control specialists on-site during production to ensure the items meet our specifications. Our direct import team works with industry designers and manufacturers in some of the best factories throughout Asia. In response to the evolving tariff environment, we have reduced our direct imports. In 2025, direct case goods represented approximately 7.3% of total purchases, and direct upholstery purchases represented 1.5%. 3
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Table of Contents The longer lead times required for deliveries from overseas factories and the production of merchandise exclusively for Havertys makes it imperative for us to have both warehousing capabilities and end-to-end supply chain visibility. Our supply chain team supports the procurement process to ensure inventory levels remain within an appropriate range and reduce the number of written sales awaiting product delivery. We use real-time information to monitor our import orders from the manufacturing plant through each stage of transit, which allows us to more accurately set customer delivery dates prior to receipt of product. Distribution and Delivery We believe our distribution and delivery system is one of the best in the retail furniture industry and provides us with a significant competitive advantage. Our system uses a combination of three distribution centers (“DCs”) and four home delivery centers (“HDCs”). The DCs receive both domestic product and containers of imported merchandise. A warehousing management system, using radio frequency scanners, tracks each piece of inventory in real time and allows for random storage in the warehouse and efficient scheduling and changing of the workflow. The DCs are also designed to shuttle prepped merchandise up to 250 miles for next-day home deliveries and serve HDCs within a 500-mile radius. The HDCs provide service to markets within an additional 250 miles. We use third parties to handle over-the-road delivery of product from the DCs to the HDCs and market areas. We use Havertys team members for executing home delivery, an important function serving as the last contact with our customers in the purchase process. Operating standards in our warehouse and delivery functions provide measurements for determining staffing needs and increasing productivity. Time between purchase and delivery averages 3 to 5 days for in-stock items and 5 to 7 weeks for special order items. 4
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Table of Contents Human Capital Resources As of December 31, 2025, Havertys’ total workforce was 2,392: 1,512 in our retail store operations, 671 in our warehouse and delivery points, 167 in our corporate operations, and 42 in our customer-service call centers. None of our team members is a party to a union contract. Health and Safety We are committed to the well-being of our team members, customers, and the communities we serve. We believe maintaining a safe, hazard-free environment is essential to the success of our business. Our strong safety program emphasizes policies and training programs to ensure our team members can return home safely every day. Culture and Engagement Integrity and teamwork are two of our core values, and drive our approach to everyday operations and interactions with our customers, suppliers, and team members. We believe that collaboration drives the best outcomes and value the many backgrounds, cultures, and perspectives represented in our workforce. Each person offers a unique point of view and presents a fresh perspective which supports innovation. We are committed to fostering differing perspectives across all levels of our workforce to improve our business and reflect the vibrant and thriving diversity of the communities in which we live and work. We periodically conduct an Employee Engagement Survey as a means of measuring engagement and satisfaction and offering our team members the chance to feel heard. Retention and Development Our compensation programs are designed to attract, retain, and motivate team members to achieve superior results. Havertys’ total compensation for team members comprises a variety of components, including competitive pay consistent with positions, skill levels, experience, and knowledge. We also offer competitive benefits, including access to healthcare plans, financial and physical wellness programs, paid time off, parental leave and retirement benefits. We are committed to supporting our team members’ continuous development of professional, technical and leadership skills through corporate training programs, access to digital learning resources and through partnerships with local technical learning institutions. In 2025, Havertys team members consumed approximately 105,000 hours of learning. We also offer the opportunity for team members to pursue degree programs, professional certificates, and individual courses in strategic fields of study through our tuition reimbursement program. Competition The retail sale of home furnishings is a highly fragmented and competitive business. The degree and sources of brick-and- mortar retail competition varies by geographic area. We compete with numerous individual retail furniture stores as well as national and regional chains. Retail stores opened or operated by furniture manufacturers compete with us in certain markets in an effort to control and protect the distribution prospects of their branded merchandise. Mass merchants, certain department stores, and some electronics and appliance retailers also have limited furniture product offerings. We also face competition in the e-commerce channel from internet-only retailers, start-up furniture retailers, and larger, more established retailers, including those with a brick-and-mortar presence. We believe Havertys is uniquely positioned in the marketplace, with a curated merchandise assortment that appeals to customers who are generally more affluent than those served by promotional, price-oriented furniture stores. Our online presence provides most elements of a seamless, interconnected approach that many of our competitors do not have. We consider our internal management of customer facing operations, custom order capabilities, free design service, tailoring of merchandise by local market, and the ability to make prompt delivery of orders through maintenance of inventory to be significant competitive advantages. 5
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Table of Contents Seasonality Our business is affected by traditional retail seasonality, advertising and promotion programs, and general economic trends. We experience increased shopping activity on weekends and during traditional extended holiday periods. Trademarks and Domain Names We have registered our various logos, trademarks, and service marks. We believe that our trademark position is adequately protected in all markets in which we do business. In addition, we have registered and maintain numerous internet domain names including “havertys.com.” Collectively, the logos, trademarks, service marks and domain names that we hold are of material importance to us. Available Information Our internet website address is www.havertys.com. Information about us is within this 2025 Form 10-K, and on our Investor Relations website at www.ir.havertys.com. This website contains additional information about us, including our corporate governance principles and practices and financial and other information. We are not including this or any other information on our website as a part of, nor incorporating it by reference into, this 2025 Form 10-K or any of our other filings with the Securities and Exchange Commission ("SEC"). Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge on our website at www.ir.havertys.com as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The SEC also maintains a website that contains our SEC filings at www.sec.gov. ITEM 1A. RISK FACTORS The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding any statement in this annual report on Form 10-K or elsewhere. The following information should be read in conjunction with Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A), and the consolidated financial statements and related notes in Part II, Item 8. “Financial Statements and Supplementary Data” of this annual report on Form 10-K. We routinely encounter and address risks, some of which may cause our future results to be different – sometimes materially different – than we presently anticipate. The following factors, as well as others described elsewhere in this report or in our other filings with the SEC, that could materially affect our business, financial condition or operating results should be carefully considered. Below, we describe certain important operational and strategic risks and uncertainties, but they are not the only risks we face. Our reactions to material future developments, as well as our competitors’ reactions to those developments, may also impact our business operations or financial results. If any of the following risks actually occur, our business, financial condition or operating results may be adversely affected. Risks Related to Our Business An overall decline in the health of the economy and consumer spending may affect consumer purchases of discretionary items, which could reduce demand for our products and materially harm our sales, profitability and financial condition. Historically, the home furnishings industry has been subject to cyclical variations in the general economy. Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence general consumer spending on discretionary items, including home furnishings in particular. Factors influencing consumer spending include: • general economic conditions, • consumer disposable income, • fuel prices, 6
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Table of Contents • inflation, • recession and fears of recession, • unemployment, • inclement weather, • availability of consumer credit, • consumer debt levels, • conditions in the housing market, • interest rates, • sales tax rates and rate increases, • sustained periods of inflation, • civil disturbances and terrorist activities, • foreign currency exchange rate fluctuations, • consumer confidence in future economic and political conditions, • natural disasters, and • consumer perceptions of personal well ‑ being and security, including health epidemics or pandemics. Prolonged or pervasive economic downturns could slow the pace of new store openings or cause current stores to temporarily or permanently close. Adverse changes in factors affecting discretionary consumer spending have reduced and may continue to further reduce consumer demand for our products, thus reducing our sales and harming our business and operating results. We face significant competition from national, regional and local retailers of home furnishings. The retail market for home furnishings is highly fragmented and intensely competitive. We currently compete against a diverse group of retailers, including internet-only retailers, regional or independent specialty stores, dedicated franchises of furniture manufacturers and national retailers and department stores. In addition, there are few barriers to entry into our current and contemplated markets, and new competitors may enter our current or future markets at any time. Our existing competitors or new entrants into our industry may use a number of different strategies to compete against us, including aggressive advertising, pricing and marketing, social media campaigns and extension of credit to customers on terms more favorable than we offer. Furthermore, some of our competitors have greater financial resources and larger customer bases than we have, and as a result may have a more advanced multichannel platform, be able to adapt quicker to changes in consumer behavior, have attractive customer loyalty programs, and maintain higher profitability in an aggressive low-pricing environment. Competition from any of these sources could cause us to lose market share, revenues and customers; increase expenditures; or reduce prices, any of which could have a material adverse effect on our results of operations. Risks Related to Our Retail Operations and Marketing If we fail to successfully anticipate or respond to changes in our target consumer's product and shopping channel preferences in a timely manner, our sales may decline. Our products must appeal to our target consumers whose preferences, tastes and trends cannot be predicted with certainty and are subject to change. We continuously monitor changes in home design trends through attendance at international industry events and fashion shows, internal marketing research, and regular communication with our retailers and design professionals who provide valuable input on consumer tendencies. However, as with all retailers, our business is susceptible to changes in consumer tastes and trends. Our success depends upon our ability to anticipate and respond in a timely manner to fashion trends relating to home furnishings. If we fail to successfully identify and respond to these changes, our sales may decline. Omni-channel retailing continues to rapidly evolve. Our success depends, in part, on our ability to anticipate and implement innovations in client experience and logistics in order to appeal to customers who increasingly rely on multiple channels to meet their shopping needs. If for any reason we are unable to continue to implement our omni-channel initiatives or provide a convenient and consistent experience for our clients across all channels that deliver the products they want, when and where they want them, our financial performance and brand image could be adversely affected. 7
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Table of Contents Inability to maintain and enhance our brand may materially adversely impact our business. Maintaining and enhancing our brand is critical to our ability to retain and expand our base of customers and may require us to make substantial investments. Our advertising campaigns utilize digital, television, and social media to maintain and enhance our existing brand equity. We cannot provide assurance that our marketing, advertising, and other efforts to promote and maintain awareness of our brand, grow our business, attract new clients and retain existing clients will be successful and we may incur substantial costs in such efforts. Furthermore, our brand and reputation could be harmed by negative media, including social media, attention, negative online reviews, cybersecurity incidents, product liability or safety concerns or other matters. If our marketing, advertising, and other efforts are unsuccessful or our brand or reputation is damaged, our business, operating results and financial condition could be adversely affected. Our future success is largely dependent on our ability to successfully implement our growth and other strategies. Our future success, including our ability to achieve growth and increased profitability, is dependent on the ability of our management team to execute on our long-term business strategy, which includes: • increasing our retail footprint, • expanding our online presence, • increasing the efficiency and profitability of our operations, • introducing new products in the marketplace, and driving increased traffic to our retail stores and e-commerce site through updated marketing efforts, and • providing excellent service to our customers. If any of these initiatives are not successful, or require extensive investment beyond our expectations, our growth may be limited, and we may be unable to achieve or maintain expected levels of growth and profitability. Furthermore, our ability to expand our retail footprint is dependent on our ability to identify, secure and develop new retail locations, which involves factors outside of our control. Our ability to attract clients to our stores depends heavily on successfully locating our stores in suitable locations. We believe our stores and our customer’s store experience are key for generating and increasing revenue. Historically we have favored locations that we believe are consistent with our target clients’ demographics and shopping preferences and we plan to open new stores in high traffic locations. Revenues at our stores are derived, in part, from the volume of foot traffic in these locations. Store locations may become unsuitable due to, and our revenue volume and client traffic generally may be harmed by, among other things: • economic downturns in a particular area; • competition from nearby retailers selling similar products; • changing client demographics in a particular market; • changing preferences of clients in a particular market; • the closing or decline in popularity of other businesses located near our store; • reduced client foot traffic outside a store location; and • store impairments due to acts of God, pandemic, terrorism, protest or periods of civil unrest. If a store location becomes unsuitable, we will generally be unable to cancel the long-term lease associated with such store. 8
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Table of Contents Risks Related to Merchandising and Supply Chain Operations We import a substantial portion of our merchandise from foreign sources, which exposes us to political and economic risks inherent in global sourcing. Based on product costs, approximately 63% of our total furniture purchases in 2025 were for goods that were not produced domestically. Additionally, some of the products we purchase from U.S.-based vendors are sourced, at least in part, from foreign suppliers. Therefore, we are subject to risks associated with foreign sourcing of our merchandise, including but not limited to: • existing, new, or increased tariffs and other import measures; • foreign regulations that may impact the availability or cost of supply of our products; • economic uncertainties, including inflation and the financial instability of vendors; • fluctuations in foreign currency exchange rates; and • political instability, geopolitical or military conflicts or acts of war, and act of terrorism or violence, • including any related sanctions or other government or private responses. Some of the products we purchase are also subject to tariffs and other import measures. During 2025, the current U.S. presidential administration announced its intention and, in some cases, took actions to increase tariffs at various rates, including on certain products imported from many countries and individualized higher tariffs on certain other countries. These tariffs were imposed under various regulations, including the International Emergency Economic Powers Act (“IEEPA”). In response, certain countries announced reciprocal tariffs or other similar actions. These tariffs have since been followed by announcements of limited exemptions and temporary pauses in some cases. In addition, the United States Supreme Court recently invalidated the tariffs the administration imposed under IEEPA. Following the Supreme Court’s decision, the administration has announced new tariffs under different authority and the intention to announce additional tariffs in the future. We are subject to risks relating to increased tariffs on U.S. imports and other changes affecting imports and finished goods manufactured in foreign countries. The recent enactment of these tariffs, along with the unpredictability of the applicable tariff rates, poses a risk to our business operations and may materially increase our costs and reduce our margins. If additional tariffs are imposed on the products we import or the tariff rates are increased, our vendors may increase their prices. Such changes, if they occur, could have one or more of the following impacts: • we could be forced to raise retail prices so high that we are unable to sell the products at current unit volumes; • if we are unable to raise retail prices commensurately with the cost increases, gross profit as recognized under our LIFO inventory accounting method could be negatively impacted; or • we may be forced to find alternative sources of comparable product, which may be more expensive than the current product or of lower quality, or the vendor may be unable to meet our requirements for quality, quantities, delivery schedules or other key terms. There continues to be significant uncertainty about the future relationship between the U.S. and other countries regarding such trade policies, treaties and tariffs. As such, we can make no assurances about the eventual impact on our consolidated operating results and business. The introduction of any additional tariffs by the U.S. and reciprocal tariffs by other countries is expected to result in incremental costs of our products, which we may be unable to pass on to our customers. In addition, all our purchases are denominated in U.S. dollars. As exchange rates between the U.S. dollar and certain other currencies become favorable, the likelihood of price increases from our vendors increases. 9
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Table of Contents We are dependent upon the ability of our third-party producers to meet our requirements; any failures by these producers, or the unavailability of suitable suppliers at reasonable prices or limitations on our ability to source from third-party producers may negatively impact our ability to deliver quality merchandise to our customers on a timely basis or result in higher costs or reduced net sales. We source substantially all of our products from non-exclusive, third-party producers, many of which are located in foreign countries. Although we have long-term relationships with many of our suppliers, we must compete with other companies for the production capacity of these independent manufacturers. We regularly depend upon the ability of third-party producers to secure a sufficient supply of raw materials, develop a skilled workforce, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity. Although we monitor production and quality in many third-party manufacturing locations, we cannot be certain that we will not experience operational difficulties with our manufacturers, such as the reduction of availability of production capacity, errors in complying with product specifications, insufficient quality control, failures to meet production deadlines or increases in manufacturing costs. Such difficulties may negatively impact our ability to deliver quality products to our customers on a timely basis, which may, in turn, have a negative impact on our customer relationships and result in lower net sales. We also require third-party producers to meet certain standards in terms of working conditions, environmental protection and other matters before placing business with them. As a result of costs relating to compliance with these standards, we may pay higher prices than some of our competitors for products. In addition, failure by our independent manufacturers to adhere to ethical labor or other laws or business practices, and the potential litigation, negative publicity and political pressure relating to any of these events, could disrupt our operations or harm our reputation. Our vendors might fail in meeting our quality control standards or reacting to changes to the legislative or regulatory framework regarding product safety. All of our vendors must comply with applicable product safety laws and regulations, and we are dependent on them to ensure that the products we buy comply with all safety standards as well as applicable quality standards. Any actual, potential or perceived product safety concerns could expose us to government enforcement action or private litigation and could result in recalls and other liabilities. Such exposure could harm our brand’s image and negatively affect our business and operating results. Furthermore, concerns around the quality of the products we sell could damage our reputation and result in loss of future revenues. Significant fluctuations in the price, availability and quality of raw materials and components could adversely affect our profits. The primary materials our vendors use to produce and manufacture our products are various woods and wood products, resin, steel, leather, cotton, and certain oil-based products. On a global and regional basis, the sources and prices of those materials and components are susceptible to significant price fluctuations due to supply and demand trends, transportation costs, government regulations and tariffs, changes in currency exchange rates, price controls, the economic and political climate, and other unforeseen circumstances. In addition, supply chain challenges, including shutdowns and shipping delays, can adversely impact our business. Such supply chain disruptions could affect the ability of our suppliers to fulfil our orders in a timely manner, if at all, and could lead to increased prices, which we may not be able to pass through to our customers. Our revenue can be adversely affected by our ability to successfully forecast our supply chain needs and our foreign manufacturers’ ability to comply with international trade rules and regulations. Optimal product flow is dependent on demand planning and forecasting, supplier production according to such planning, and timely transportation. We often make commitments to purchase products from our vendors in advance of proposed production dates. Significant deviation from the projected demand for products that we sell may have an adverse effect on our results of operations and financial condition, either from lost sales or lower margins resulting from inventory-driven price reductions. Disruptions to our supply chain could result in late product arrivals. Increased levels of out-of-stock merchandise and loss of confidence by customers in our ability to deliver goods as promised could negatively affect sales. 10
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Table of Contents In addition, there is a risk that compliance lapses by our foreign manufacturers could occur which could lead to investigations by U.S. government agencies responsible for international trade compliance. Resulting penalties or enforcement actions could delay future imports or otherwise negatively impact our business. There also remains a risk that one or more of our foreign manufacturers will not adhere to applicable legal requirements or our compliance standards such as fair labor standards, the prohibition on child labor and other product safety or manufacturing safety standards. The violation of applicable legal requirements, including labor, manufacturing and safety laws, by any of our manufacturers, the failure of any of our manufacturers to adhere to our global compliance standards or the divergence of the labor practices followed by any of our manufacturers from those generally accepted in the U.S. could: • disrupt our supply of products from our manufacturers, • result in potential liability to us, or • harm our reputation and brand. Any violation of legal requirements by our vendors could negatively affect our business and operating results. We rely on third party transportation providers for substantially all of our product shipments from our vendors. We rely on third party service providers for substantially all of our product shipments from our vendors, both domestic and foreign, to our DCs and also to handle over-the-road delivery of product from the DCs to our HDCs and some market areas. Our and our vendors’ utilization of these shipping services is subject to risks that are outside of our control, including increases in fuel prices and labor costs, employee strikes, labor shortages, union organizing activity, delays in shipping (including congestion at domestic and foreign ports), delays in unloading cargo from ships, availability of adequate trucking or railway providers, adverse weather, natural disasters, possible acts of terrorism and outbreaks of disease. All of these risks may impact our ability to receive products from our vendors to necessary points in our distribution system in a cost-effective and timely manner. Any increases in these shipping costs may result in higher costs to us, and we may be unsuccessful in passing along these costs to our customers, negatively impacting our margins and profitability. Furthermore, any delays in receiving products may negatively impact our ability to deliver these products to our customers in a timely manner. Failure to make timely customer deliveries or long lead times for products could cause customers to cancel their orders or not place orders, which, could damage our brand and reputation and negatively impact our business, financial condition, operating results and prospects. Because of our limited number of distribution centers, our operating results could suffer if one is damaged. We utilize three large distribution centers to flow our merchandise from the vendor to the consumer. This system is very efficient for reducing inventory requirements but makes us operationally vulnerable should one of these facilities become damaged or experience significant business interruption. If such an interruption were to occur, our ability to deliver our products in a timely manner would likely be impacted. Risks Related to Technology and Data Security We rely extensively on information technology systems to process transactions, summarize results, and manage our business. Disruptions in our information technology systems could adversely affect our business and operating results. Our ability to operate our business from day to day, in particular our ability to manage our point-of-sale, distribution system and payment information, largely depends on the efficient operation of our computer hardware and software systems. We use management information systems to communicate customer information, provide real-time inventory information, and to handle all facets of our distribution system from receipt of goods in the DCs to delivery to our customers’ homes. These systems are subject to damage or interruption from power outages, computer and telecommunications failures, viruses, phishing attempts, 11
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Table of Contents cyber ‑ attacks, malware and ransomware attacks, security breaches, severe weather, natural disasters, and errors by employees. The failure of these systems to operate effectively, problems with integrating various data sources, challenges in transitioning to upgraded or replacement systems, difficulty in integrating new systems, or a breach in security of these systems could adversely impact the operations of our business. Though losses arising from some of these issues would be covered by insurance, interruptions of our critical business information technology systems or failure of our back-up systems could result in longer production times or negatively impact customers resulting in damage to our reputation and a reduction in sales. If our critical information technology systems or back-up systems were damaged or ceased to function properly, we might have to make a significant investment to repair or replace them. We have and plan to continue to partner with third parties that utilize artificial intelligence (“AI”) tools and to invest in AI technologies to enhance our customers’ shopping experience and our employees’ work experience and to improve efficiencies of our supply chain, operations, management functions and talent recruitment and development. These are evolving technologies and there are inherent operational and legal complexities associated with implementation of these technologies within our business. When integrating and introducing AI technologies into our platforms, processes and systems, we may be exposed to new or expanded liabilities and risks due to evolving governmental regulations, litigation, data privacy risks and compliance issues in a disparate and at times conflicting regulatory environment, all of which could negatively affect our financial performance and business reputation. Successful cyber-attacks and the failure to maintain adequate cyber-security systems and procedures could materially harm our business. Cyber threats are rapidly evolving, and those threats and the means for obtaining access to information in digital and other storage media are becoming increasingly sophisticated. Cyber threats and cyber-attackers, including ransomware attacks, can be sponsored by countries or sophisticated criminal organizations or be the work of single “hackers” or small groups of “hackers.” We invest in industry standard security technology to protect the Company’s data and business processes against risk of data security breach and cyber-attack. Our data security management program includes identity, trust, vulnerability and threat management business processes as well as adoption of standard data protection policies. We measure our data security effectiveness through industry accepted methods. We are continuously installing new and upgrading existing information technology systems. We use employee awareness training around phishing, malware, and other cyber risks to ensure that the Company is protected, to the greatest extent possible, against cyber risks and security breaches. We are regularly the target of attempted cyber and other security threats and must continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. Insider or employee cyber and security threats are increasingly a concern for all companies, including ours. Additionally, we certify our major technology suppliers and any outsourced services through accepted security certification standards. Nevertheless, as cyber threats evolve, change and become more difficult to detect and successfully defend against, one or more cyber-attacks might defeat our or a third-party service provider’s security measures in the future and could result in the leak of personal information of customers, employees or business partners. Employee error or other irregularities may also result in a failure of our security measures and a breach of information systems. Moreover, hardware, software or applications we use may have inherent defects of design, manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could compromise information security. A security breach and loss of information may not be discovered for a significant period of time after it occurs. While we have no knowledge of a material security breach to date, any compromise of data security could result in a violation of applicable privacy and other laws or standards, the loss of valuable business data, or a disruption of our business. In addition, the costs to eliminate or alleviate network security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in potential theft, loss, destruction or corruption of information we store electronically, as well as unexpected interruptions, delays or cessation of service, any of which could cause harm to our business operations. 12
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Table of Contents Moreover, a security breach involving the misappropriation, loss or other unauthorized disclosure of sensitive or confidential information could give rise to unwanted media attention, materially damage our customer relationships and reputation, and result in litigation or fines, fees, or potential liabilities, which may not be covered by our insurance policies, each of which could have a material adverse effect on our business, results of operations and financial condition. Risks Related to Human Capital We may be unable to attract, train, engage and retain key employees. Our long-term success and ability to implement our strategic and business planning goals depends on our ability to attract, motivate and retain a sufficient number of store and other employees who understand and appreciate our corporate culture and customers. Turnover in the retail industry is generally high. Excessive employee turnover will result in higher employee costs associated with finding, hiring and training new store employees. Furthermore, labor shortages and competition may make it more difficult for us to adequately staff our retail stores and distribution operations and may result in increased labor expenses to us. If we are unable to hire and retain store and other personnel capable of consistently providing a high level of customer service, our ability to open new stores and service the needs of our customers may be impaired, the performance of our existing and new stores and operations could be materially adversely affected and our brand image may be negatively impacted. We must also be able to attract, motivate and retain the employees who staff our distribution centers, customer service centers, and deliver product to our customers, and professionals to implement our technology and other strategic initiatives. Our ability to meet our labor needs while controlling labor costs is subject to numerous external factors, including market pressures with respect to prevailing wage rates, equity compensation, unemployment levels, and health and other insurance costs; the impact of legislation or regulations governing labor and employee relations, immigration, federal and state minimum wage requirements, and benefit costs; changing demographics; and our reputation within the labor market. If we are unable to attract and retain a workforce that meets our needs, our operations, service levels, support functions, and competitiveness could suffer and our results could be adversely affected. A failure to recruit, develop and retain effective leaders or the loss or shortage of personnel with key capacities and skills could impact our strategic growth plans and jeopardize our ability to meet our business performance expectations and growth targets. Our ability to continue to grow our business depends substantially on the contributions and abilities of our executive leadership team and other key management personnel. Changes in senior management could expose us to significant changes in strategic direction and initiatives. A failure to maintain appropriate organizational capacity and capability to support our strategic initiatives or to build adequate bench strength with key skill sets required for seamless succession of leadership, could jeopardize our ability to meet our business performance expectations and growth targets. If we are unable to attract, develop, retain and incentivize sufficiently experienced and capable management personnel, our business and financial results may suffer. General Risks Our operations present risks which may not be fully covered by insurance. We carry insurance that we believe is appropriate and customary in our industry. However, some losses and liabilities associated with our operations may not be covered by our insurance policies. In addition, there can be no assurance that we will be able to obtain similar insurance coverage on favorable terms (or at all) in the future. Significant uninsured losses and liabilities could have an adverse effect on our financial condition and results of operations. Furthermore, our insurance is subject to deductibles. We are self-insured for our health benefits and maintain per employee stop loss coverage; however, we retain the insurable risk at an aggregate level. Therefore unforeseen or catastrophic losses in excess of our insured limits could have an adverse effect on the Company’s financial condition and operating results. 13
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Table of Contents We are subject to governmental regulations and may be subject to enforcement if we are not in compliance with applicable regulation, and changes in laws could make conducting our business more expensive or otherwise change the way we do business. We are subject to a broad range of federal, state and local laws and regulations in connection with our core business, including labor and employment, customs, privacy and cybersecurity, health and safety, real estate, environmental and zoning and occupancy laws, and other laws and regulations that otherwise govern our business. Our products and their manufacturing, labeling, marketing and sale are also subject to various aspects of the Federal Trade Commission Act, state consumer protection laws and state warning and labeling laws. In addition, various jurisdictions may seek to adopt similar or additional product labeling or warning requirements. As a retail business, changes in laws related to employee benefits and treatment of employees, including laws related to limitations on employee hours, supervisory status, leaves of absence, mandated health benefits or overtime pay, could negatively impact our business increasing compensation and benefits costs for overtime and medical expenses. Changes to U.S. health care laws, or potential global and domestic greenhouse gas emission requirements and other environmental legislation and regulations, could result in increased direct compliance costs for us (or may cause our vendors to raise the prices they charge us in order to maintain profitable operations because of increased compliance costs), increased transportation costs or reduced availability of raw materials. Failure by us, our manufacturers, or our vendors to comply with applicable laws and regulations or to obtain and maintain necessary permits, licenses, and registrations relating to our operations could subject us to administrative and civil penalties, including significant fines, civil liability, criminal liability or sanctions, or other enforcement actions. Any of these actions could result in a material effect on our operating results, business and financial condition, including increased operating costs. Our business involves receiving, processing, storing, using and sharing data, some of which contains personal information. We are subject to complex and rapidly evolving laws and contractual obligations addressing data protection, and companies are under increased regulatory scrutiny with respect to privacy and data security. The interpretation and application of existing laws regarding this subject are continuing to evolve and many states are considering new regulations in this area. Applicable U.S. privacy laws or new state or federal laws may limit our ability to collect and use data, require us to modify our data processing practices or result in the possibility of fines, litigation or orders which may have an adverse effect on our business and results of operations. We cannot yet fully determine the impact that such future privacy requirements may have on our business or operations. The burdens imposed by these and other laws and regulations that may be enacted, or new interpretations of existing laws and regulations, may also require us to incur substantial costs to reach compliance, change the manner in which we use data, and adversely affect the profitability of our private label credit card program. In addition, to the extent we expand our operations as a result of engaging in new business initiatives or product lines, or expanding into new markets, we may become subject to new regulations and regulatory regimes. In addition to increased regulatory compliance, if the regulations applicable to our business operations were to change, it could make conducting our business more expensive or otherwise change the way we do business. We may need to continually reassess our compliance procedures, personnel levels and regulatory framework in order to keep pace with our business initiatives, and there can be no assurance that we will be successful in doing so. Failure by us, our manufacturers, or our vendors to comply with applicable laws and regulations or to obtain and maintain necessary permits, licenses, and registrations relating to our operations could subject us to administrative and civil penalties, including significant fines, civil liability, criminal liability or sanctions, or other enforcement actions. Any of these actions could result in a material effect on our operating results, business and financial condition, including increased operating costs. 14
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Table of Contents Failure to protect our intellectual property could materially adversely affect us. We believe that our copyrights, trademarks, service marks, trade secrets, and all of our other intellectual property are important to our success. We rely on trademark, copyright and trade secret laws, and confidentiality and restricted use agreements, to protect our intellectual property and may seek licenses to intellectual property of others. Some of our intellectual property is not covered by any patent, trademark, or copyright or any applications for the same. In addition, we cannot provide assurance that agreements designed to protect our intellectual property will not be breached, that we will have adequate remedies for any such breach, or that the efforts we take to protect our proprietary rights will be sufficient or effective. Any significant impairment of our intellectual property rights or failure to obtain licenses of intellectual property from third parties could harm our business or our ability to compete. Moreover, we cannot provide assurance that the use of our technology or proprietary know‐how or information does not infringe the intellectual property rights of others. If we have to litigate to protect or defend any of our rights, such litigation could result in significant expense to our business. Pending or unforeseen litigation and the potential for adverse publicity associated with litigation could have a material adverse effect on us. We are involved from time to time in various legal proceedings arising in the ordinary course of our business, including commercial, consumer safety, product liability, employment and intellectual property claims. We currently do not expect the outcome of any pending matters to have a material adverse effect on our consolidated results of operations, financial position or cash flows. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more pending claims asserted against us, or claims that may be asserted in the future that we are currently not aware of, or adverse publicity resulting from any such litigation, could adversely impact our business, reputation, sales, profitability, cash flows and financial condition. Furthermore, there is no guarantee that our insurance program will cover all such legal proceedings or be sufficient to cover losses resulting from such proceedings. Our business may be adversely affected by natural disasters, public health events, geopolitical instability, or other disruptive events. Our operations, supply chain, and customer demand may be negatively affected by natural or man ‑ made disasters or other disruptive events, including severe weather, fires, power or utility interruptions, public health events, social unrest, or geopolitical instability. Many of our vendors and logistics partners are located in areas that may be vulnerable to such events, which could disrupt the production, availability, or transportation of our merchandise. In addition, such events may adversely affect consumer spending patterns or overall economic conditions. If any of our distribution facilities, stores, or customer service operations were significantly disrupted or forced to close, we could experience inventory shortages, increased costs, delays in fulfilling customer orders, or lost sales. Future large ‑ scale events could present challenges that are difficult to anticipate or mitigate. Any of these factors could adversely affect our business, results of operations, or financial condition. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 15
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Table of Contents ITEM 1C. Cybersecurity Risk management and strategy We have processes in place to identify, assess and monitor material risks from cybersecurity threats. These processes are part of our overall enterprise risk management process and are part of our operating procedures, internal controls, and information systems. These risks include, among other things, operational risks; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; and reputational risks. We have developed and implemented a cybersecurity framework intended to assess, identify and manage risks from threats to the security of our information, systems, and network using a risk-based approach. The framework is informed in part by the National Institute of Standards and Technology (NIST) Cybersecurity Framework, although this does not imply that we meet all technical standards, specifications, or requirements under the NIST. Our key cybersecurity processes include the following: • Risk-based controls for information systems and information on our networks: We seek to maintain an information technology infrastructure that implements physical, administrative and technical controls that are calibrated based on risk and designed to protect the confidentiality, integrity and availability of our information systems and information stored on our networks, including customer and employee information. • Cybersecurity incident response plan and testing: We have a cybersecurity incident response plan and dedicated teams to respond to cybersecurity incidents. When a cybersecurity incident occurs or we identify a vulnerability, we have cross-functional teams that are responsible for leading the initial assessment of priority and severity, and external experts may also be engaged as appropriate. Our cybersecurity teams assist in responding to incidents depending on severity levels and seek to improve our cybersecurity incident management plan through periodic tabletops or simulations. • Training: We provide security awareness training to help our employees understand their information protection and cybersecurity responsibilities. We also provide additional training to some employees based their roles. • Supplier risk assessments: Our processes also address cybersecurity threat risks associated with our use of third-party service providers, including those in our supply-chain or who have access to our customer and employee data on our systems. Third-party risks are included within our risk management assessment program, as well as our cybersecurity- specific risk identification program. These considerations affect the selection and access to our systems, data, or facilities. We also seek contractual commitments from key suppliers to appropriately secure and maintain their information technology systems and protect our information that is processed on their systems. • Third-party assessments: We have third-party cybersecurity companies engaged to periodically assess our cybersecurity posture, to assist in identifying and remediating risks from cybersecurity threats. We have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage such risks. As part of the above processes, we regularly engage with consultants, auditors, and other third-parties, including reviewing our cybersecurity program to help identify areas for continued focus, improvement and/or compliance. To date, risks from cybersecurity threats or incidents have not materially affected the Company. However, the sophistication of and risks from cybersecurity threats and incidents continues to increase, and the preventative actions we have taken and continue to take to reduce these risks and protect our systems and information may not successfully protect against all cybersecurity threats and incidents. For more information on how cybersecurity risk could materially affect our business strategy, results of operations, or financial condition, please refer to Item 1A Risk Factors. 16
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Table of Contents Cybersecurity Governance The Board of Directors, as a whole, has oversight responsibility for our strategic and operational risks. The Audit Committee regularly reviews and discusses with management the strategies, processes, and controls pertaining to the management of our information technology operations, including cyber risks and cybersecurity. Our Chief Information Officer (CIO) and other internal members of our technology team provide regular reports to the Audit Committee regarding the evolving cybersecurity landscape, including emerging risks, as well as our processes, programs, and initiatives for managing these risks. The Audit Committee, in turn, periodically reports on its review with the Board of Directors. Management is responsible for day-to-day assessment and management of cybersecurity risks. Our cybersecurity risk management and strategy processes are led by our CIO and Assistant Vice President (AVP) of IT Infrastructure and Security. Such individuals have collectively over 50 years of work experience in various roles managing information security, developing cybersecurity strategy, and implementing effective information and cybersecurity programs. Periodically, the CIO also presents to the Board an overview of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results of third-party assessments, our incident response plan, and cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks. ITEM 2. PROPERTIES Stores Our retail store space at December 31, 2025 totaled approximately 4.5 million square feet for 129 stores. The following table sets forth the number of stores we operated at December 31, 2025 by state: State Number of Stores State Number of Stores Florida 33 Louisiana 3 Texas 23 Ohio 3 Georgia 14 Arkansas 2 North Carolina 10 Kentucky 2 Virginia 10 Indiana 2 South Carolina 7 Missouri 2 Alabama 6 Kansas 1 Tennessee 6 Mississippi 1 Maryland 4 Distribution Facilities All of our distribution facilities at December 31, 2025 were leased except for the Florida and Virginia properties. Our regional distribution facilities are in the following locations: Location Approximate Square Footage Braselton, Georgia 808,000 Coppell, Texas 409,000 Lakeland, Florida 335,000 Colonial Heights, Virginia 129,000 Fairfield, Ohio 72,000 Theodore, Alabama 42,000 Memphis, Tennessee 30,000 17
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Table of Contents Corporate Facilities We lease approximately 48,000 square feet on two floors of a suburban mid-rise office building located at 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia. We believe that our facilities are suitable and adequate for present purposes, and that the productive capacity in such facilities is substantially being utilized. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this report under Item 7 of Part II. ITEM 3. LEGAL PROCEEDINGS The Company is subject to various claims and legal proceedings covering a wide range of matters, including with respect to product liability and personal injury claims, that arise in the ordinary course of its business activities. We currently have no pending claims or legal proceedings that we believe would be reasonably likely to have a material adverse effect on our financial condition, results of operations or cash flows. However, there can be no assurance that either future litigation or an unfavorable outcome in existing claims will not have a material impact on our business, reputation, financial position, cash flows or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 18
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Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Our executive officers are elected or appointed annually by the Board of Directors for terms of one year or until their successors are elected and qualified, subject to removal by the Board at any time. The following are the names, ages and current positions of our executive officers and, if they have not held those positions for the past five years, their former positions during that period with Havertys or other companies. Name, age and office (as of March 1, 2026) and year elected to office Principal occupation during last five years other than office of the Company currently held Steven G. Burdette64 President andChief Executive Officer 2025President, 2021 Executive Vice President, Operations 2017- March 1, 2021 Director 2025 Clarence H. Smith75 Executive Chairman of the Board 2025Chairman of the Board, 2012-2024 Chief Executive Officer, 2002-2024 President, 2002-March 1, 2021 Director 1989 John L. Gill 62 Executive Vice President, Merchandising 2019Has held this position for the last five years Richard B. Hare 59 Executive Vice President,Chief Financial Officer2017Executive Vice President and Chief Financial Officer Corporate Secretary, November 2024 - May 2025 1 - Clarence H. Smith is first cousins with director Rawson Haverty, Jr., and is the brother of director E. Kendrick Smith. 1 19
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Table of Contents PART II ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our stock began trading publicly in October 1929. We have two classes of common stock which trade on The New York Stock Exchange ("NYSE") under the symbol HVT for our common stock ("Common Stock") and HVT.A for our Class A Common stock ("Class A Common Stock"). Stock Performance Graph The following graph compares the performance of Havertys’ Common Stock and Class A Common Stock against the cumulative return of the NYSE/AMEX/Nasdaq Home Furnishings & Equipment Stores Index (SIC Codes 5700 – 5799) and the S&P SmallCap 600 Index for the period of five years commencing December 31, 2020 and ending December 31, 2025. The graph assumes an initial investment of $100 on January 1, 2020 and reinvestment of dividends. NOTE: Prepared by Zacks Investment Research, Inc. Used with permission. All rights reserved. Copyright 1980-2026. Index Data: Copyright Standard and Poor’s, Inc. Used with permission. All rights reserved. 2020 2021 2022 2023 2024 2025 HVT $ 100.00 $ 120.62 $ 126.43 $ 161.13 $ 105.74 $ 117.55 HVT-A $ 100.00 $ 113.26 $ 122.16 $ 150.74 $ 98.50 $ 108.04 S&P SmallCap 600 Index$ 100.00 $ 126.82 $ 106.40 $ 123.48 $ 134.22 $ 142.30 SIC Codes 5700-5799$ 100.00 $ 134.94 $ 88.55 $ 104.24 $ 149.20 $ 119.77 20
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Table of Contents Stockholders Based on the number of individual participants represented by security position listings, there are approximately 11,400 holders of our common stock and 200 holders of our Class A common stock as of February 19, 2026. Dividends We have paid a cash dividend in each year since 1935 and expect to continue to pay quarterly cash dividends on our Common Stock and Class A Common Stock for the foreseeable future. The payment of dividends and the amount are determined by the Board of Directors and depend upon, among other factors, our earnings, operations, financial condition, capital requirements and general business outlook at the time such dividends are considered. Our credit agreement includes covenants that may restrict our ability to pay dividends. For more information, see Note 6, “Credit Arrangement,” and Note 10, “Stockholders’ Equity,” in the Notes to Consolidated Financial Statements. Equity Compensation Plans For information regarding securities authorized for issuance under our equity compensation plans, see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” Issuer Purchases of Equity Securities The Board of Directors has authorized management, at its discretion, to purchase limited amounts of our Common Stock and Class A Common Stock. The program was initially approved by the Board on November 3, 1986 and the Board has subsequently authorized additional amounts for repurchase. The current repurchase authorization was approved on August 5, 2022, when the Board of Directors authorized an additional $25.0 million for our stock repurchase program. The following table presents information with respect to our repurchase of Havertys’ common stock during the fourth quarter of 2025: (a)Total Number of Shares Purchased (b)Average Price Paid Per Share (c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d)Approximate Dollar Value of Shares ThatMay Yet be Purchased Under the Plans or Programs October 1 - October 31 — $ — — $ 6,121,000 November 1 - November30 122,741 $ 22.63 122,741 $ 3,343,000 December 1 - December31 — $ — — $ 3,343,000 Total 122,741 122,741 On February 20, 2026 the Board of Directors approved $15.0 million of additional repurchase authorization for our stock repurchase program. The stock repurchase program has no expiration date but may be terminated by our board at any time. ITEM 6. RESERVED 21
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Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion provides an analysis of the Company’s financial condition and results of operations from management's perspective and should be read in conjunction with the consolidated financial statements and related notes included in this report. The discussion in this Form 10-K generally focuses on the year ended December 31, 2025 compared to the year ended December 31, 2024. A discussion of our results of operations and changes in financial condition for the 2024 year compared to 2023 has been excluded from this report, but can be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the year ended December 31, 2024. Industry Overview The retail residential furniture industry is influenced by the overall strength of the economy, new and existing home sales, consumer confidence, spending on large ticket items, interest rates, and the availability of credit. Although inflation and home sales showed modest improvement in 2025, the industry continued to face headwinds from rising consumer debt, constrained housing inventory, tight access to home mortgage credit, and ongoing economic uncertainty driven by changes in tariff policy and geopolitical tensions. Throughout 2025, the current U.S. presidential administration announced new and modified tariffs on imported goods, including those sourced from China, Vietnam, and other key manufacturing regions. In response, several affected countries implemented retaliatory tariffs, adding economic uncertainty and increased cost pressures across the industry. The evolving tariff landscape has led many home furnishing retailers to adjust sourcing strategies, reassess vendor relationships, and implement pricing actions in an effort to mitigate the impact of these policy changes. On February 20, 2026, certain tariffs were invalidated following a ruling by the U.S. Supreme Court, adding further uncertainty to the trade environment, particularly with respect to the scope and timing of any recovery related to the invalidated tariffs and the impact of new tariffs the administration has announced. We continue to assess the impact of tariff policy changes on our business. Business Overview We sell home furnishings in retail stores and online, recording revenue when products are delivered to the customer. Our product assortment is selected to appeal to middle to upper-middle income consumers across a variety of styles. Our commissioned sales team members receive comprehensive product and customer service training to ensure we provide a high- quality in-store experience. We also aim to have at least one designer serving each of our stores. These individuals collaborate with our sales team to provide customers additional confidence and design inspiration throughout the purchasing process. Unlike many of our competitors, we do not outsource the delivery function; instead, our Haverty's delivery team ensures a seamless and professional experience, which includes a detailed inspection of the product prior to delivery, as well as placement and assembly of the furniture in the customer's home. We are recognized in our markets for offering high-quality, fashionable products and delivering exceptional customer service. Management Objectives Management remains focused on gaining market share and improving profitability. These objectives can be achieved by concentrating our efforts on improving our customer's experience, highlighted by new products, high-touch service, and upgraded technology. In addition, our growth strategy includes the expansion of our retail operations to increase our footprint within our distribution network. The Company’s strategies for profitability include: • increasing sales volume, • maintaining strong gross margins, • implementing targeted marketing initiatives, • improving productivity and processes, and • adopting efficiency and cost-saving measures. 22
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Table of Contents To support our objectives in 2025, we increased our investment in advertising and marketing initiatives and adopted a more aggressive promotional strategy. Similar to other home furnishing retailers, our business was impacted by the current U.S. presidential administration's tariff policy implemented in 2025. To mitigate the impact of such tariff policy in 2025, we: • leveraged our strong vendor relationships to minimize price increases, • implemented targeted price increases on select products, • reduced our China product sourcing to less than 5% of purchases, and • re-sourced and re-assorted products, as needed. Despite the challenges facing the home furnishings industry, we increased net sales by 5.0%, comparable-store sales by 2.1% and maintained a gross profit margin of 60.7%. This performance reflects the disciplined execution of our strategic initiatives and our continued focus on operational efficiency and delivering a high-quality experience for our customers. Key Performance Indicators We evaluate our performance based on several key metrics which include: • store traffic, • conversion rates, • average ticket and average designer ticket, • net sales, • comparable store sales and written comparable store sales, • sales per weighted average square foot, • gross profit margin, • selling, general and administrative costs as a percentage of sales, • operating income, • cash flow, and • earnings per share. These measurements are used to support management's economic decision-making, including decisions related to store growth, capital allocation and product pricing. Net sales are generated by customer purchases of merchandise and related fees, net of expected returns and sales tax. We record our sales when the merchandise is delivered to the customer. Comparable-store or “comp-store” sales is a measure which indicates the performance of our existing stores and website by comparing the sales growth in store and online for a particular month over the corresponding month in the prior year. Stores are considered non-comparable if they were not open during the corresponding month in the prior year or if the selling square footage has been changed by more than 10%. Large clearance sales events from warehouses or temporary locations are also excluded from comparable store sales. The method we use to compute comp-store sales may not be the same method used by other retailers. We also track written sales and "written comp-store sales", which represent customer orders prior to delivery. Written sales reflect the current pace or trend of customer transactions. As a retailer, comp ‑ store sales and written comp ‑ store sales are an indicator of relative customer spending and store performance. Comp-store sales, total written sales and written comp-store sales are intended only as supplemental information and are not a substitute for net sales presented in accordance with US GAAP. Sales per weighted average (“WAVG”) square foot is calculated by dividing net sales by WAVG square footage. WAVG square footage is a daily WAVG based on the ratio of the days open in a period to the total days in the period and measures the efficiency of a store to generate revenue. 23
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Table of Contents Results of Operations The table and discussion below should be read in conjunction with our consolidated financial statements and related notes included in this report. Statement of Earnings Data Year Ended December 31, (Dollars in thousands, except per share data)2025 2024 2023 2022 2021 Net sales $ 758,995 $ 722,899 $ 862,133 $ 1,047,215 $ 1,012,799 Gross profit 460,497 439,078 523,092 604,225 574,625 Percent of net sales 60.7% 60.7% 60.7% 57.7% 56.7% Selling, general and administrative expenses 439,327 419,221 455,812 486,298 456,267 Percent of net sales 57.9% 58.0% 52.9% 46.4% 45.1% Income before income taxes 26,833 26,153 72,711 119,501 118,535 Percent of net sales 3.5% 3.6% 8.4% 11.4% 11.7% Net income 19,730 19,956 56,319 89,358 90,803 Percent of net sales 2.6% 2.8% 6.5% 8.5% 9.0% Share Data Diluted earnings per Common share $ 1.19 $ 1.19 $ 3.36 $ 5.24 $ 4.90 Cash dividends – per share: Common Stock $ 1.29 $ 1.26 $ 2.18 $ 2.09 $ 2.97 Class A Common Stock $ 1.21 $ 1.18 $ 2.05 $ 1.96 $ 2.79 Diluted weighted average common shares outstanding 16,592 16,707 16,774 17,038 18,543 Balance Sheet Data Total assets $ 649,052 $ 648,747 $ 654,133 $ 649,050 $ 686,290 Inventories 96,155 83,419 93,956 118,333 112,031 Net property and equipment 177,207 182,622 171,588 137,475 126,099 Right-of-use lease assets 190,586 194,411 202,306 207,390 222,356 Lease liabilities 216,417 218,379 217,754 221,287 230,352 Customer deposits 35,504 40,733 35,837 47,969 98,897 Total debt — — — — — Stockholders’ Equity 307,929 307,561 308,366 289,399 255,970 Statement of Cash Flows Data Net cash provided by operating activities $ 52,644 $ 58,909 $ 97,203 $ 51,015 $ 97,242 Depreciation and amortization 23,822 21,611 18,603 16,926 16,304 Capital expenditures 19,672 32,092 53,115 28,411 34,090 Dividends paid 20,837 20,468 35,240 33,948 52,446 Share repurchases 4,778 4,991 6,895 29,998 41,809 Other Supplemental Data and Metrics Number of stores 129 129 124 122 121 Retail square footage at year-end (in 000s) 4,543 4,539 4,387 4,363 4,354 Sales per WAVG retail square foot $ 167 $ 164 $ 197 $ 241 $ 232 Average ticket $ 3,530 $ 3,371 $ 3,278 $ 3,171 $ 2,865 Net sales increase (decrease) % 5.0% (16.1%) (17.7%) 3.4% 35.4% Comparable store sales increase (decrease) % 2.1% (16.7%) (18.4%) 3.4% 17.9% Employees 2,392 2,334 2,574 2,831 2,845 (1) Includes special dividends of $1.00 for Common Stock and $0.95 for Class A Common Stock paid in the fourth quarter of 2023 and 2022, and $2.00 for Common Stock and $1.90 for Class A Common Stock paid in the fourth quarter of 2021 and 2020. (2) We have no funded debt. (3) Average ticket is calculated by dividing total sales by the number of orders. (1) (1) (2) (3) 24
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Table of Contents Net Sales The following outlines our sales and comp-store sales increases and decreases for the periods indicated. (Amounts and percentages may not always add to totals due to rounding.) December 31, 2025 2024 Net Sales Comp-Store Sales Net Sales Comp-Store Sales Period Ended Dollars in millions % Increase (decrease) over prior period % Increase (decrease) over prior period Dollars in millions % Decrease over prior period % Decrease over prior period Q1 $ 181.6 (1.3)% (4.8)% $ 184.0 (18.1)% (18.5)% Q2 181.0 1.3 (2.3) 178.6 (13.4) (13.6) Q3 194.5 10.6 7.1 175.9 (20.2) (20.5) Q4 201.9 9.5 8.2 184.4 (12.5) (13.7) Year $ 759.0 5.0 % 2.1 % $ 722.9 (16.1)% (16.7)% Net sales in 2025 increased $36.1 million or 5.0% compared to 2024 due to price increases on select merchandise to mitigate the impact of tariffs and higher demand for our products due to the effectiveness of our advertising and marketing initiatives. Sales growth was achieved despite ongoing pressure from a soft housing market, driven by elevated mortgage rates and heightened economic and geopolitical uncertainty, which creates a challenging demand environment for the home furnishings industry. Our sales team and design consultants continue to provide excellent service to our customers. The average ticket value in 2025 was $3,530, up 4.7% over last year. Design consultant engagement contributed 33.5% of our 2025 total written sales, with an average written ticket of $7,781. (See Note 2, "Revenues" of the Notes to Consolidated Financial Statements). Gross Profit Our cost of goods sold consists primarily of the purchase price of the merchandise together with inbound freight, handling within our distribution centers and transportation costs to the local markets we serve. Our gross profit is primarily dependent upon vendor pricing, the mix of products sold and promotional pricing activity. Substantially all of our occupancy and home delivery costs are included in selling, general and administrative expenses as is a portion of our warehousing expenses. Accordingly, our gross profit may not be comparable to those entities that include some of these expenses in cost of goods sold. Gross profit as a percentage of net sales was 60.7% in 2025 and 2024. Due to changes in tariff policy and higher costs of goods sold under LIFO, the 2025 change in LIFO reserve generated a negative impact of $4.7 million, compared to a positive impact of $0.8 million in 2024. Excluding the impact of LIFO, our gross profit margins increased 70 basis points due to product selection, merchandise pricing and mix. Selling, General and Administrative Expenses SG&A expenses are comprised of five categories: • selling, • occupancy, • transportation, delivery and certain warehousing costs, • advertising and marketing, and • general and administrative. Selling expenses are primarily comprised of compensation of sales team members and sales support staff, and fees paid to credit card and third-party finance companies. Occupancy costs include rents, depreciation charges, insurance and property taxes, repairs and maintenance expense and utility costs. Delivery and transportation costs include personnel, fuel costs, depreciation and rental charges. 25
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Table of Contents Warehouse costs include personnel, supplies, depreciation, and rental charges for equipment. Advertising and marketing expenses are primarily TV and digital media expenditures, market research expenses and agency fees. General and administrative expenses are comprised of compensation costs for store personnel exclusive of sales team members, information systems, executive, accounting, merchandising, advertising, supply chain, real estate and human resource departments. We classify our SG&A expenses as either variable or fixed and discretionary. Our variable expenses include the costs in the selling and delivery categories and certain warehouse expenses as these amounts will generally move in tandem with our level of sales. The remaining categories and expenses are classified as fixed and discretionary because these costs do not fluctuate with sales. The following table outlines our SG&A expenses by classification: 2025 2024 (In thousands) % of Net Sales % of Net Sales Variable $ 141,598 18.7% $ 139,859 19.4% Fixed and discretionary 297,729 39.2 279,362 38.6 $ 439,327 57.9% $ 419,221 58.0% Our SG&A costs as a percent of sales for 2025 were 57.9% versus 58.0% in 2024. SG&A dollars increased $20.1 million, or 4.8%, for 2025 compared to 2024. The change was driven by increased sales and less leveraging of fixed costs. Our selling expenses increased $3.0 million, largely due to higher commissioned-based compensation. Our administrative expenses increased $11.3 million from 2024 due to higher salaries, performance-based incentive compensation and stock-based compensation costs. Advertising and marketing expenses increased $3.3 million from 2024 to 2025, due to an increased investment in television and direct mail advertising during the year. Occupancy costs increased $5.0 million, primarily due to increased depreciation expense, rent expense, and state and local taxes from the prior year. Warehouse, delivery, and transportation expenses decreased $2.4 million from 2024 to 2025, primarily due to increased productivity in our warehouse operations and lower payroll related benefits and insurance costs. Interest (Income) Expense, Net We earned $1.0 million less interest income, net of interest expense, in 2025 than in 2024 due to lower rates paid on cash, cash equivalents, and restricted cash equivalents. Provision for Income Taxes Our effective tax rate was 26.5% in 2025 compared to 23.7% in 2024. See Note 8, “Income Taxes” of the Notes to Consolidated Financial Statements for further information about our income taxes. Liquidity and Capital Resources At December 31, 2025, we had $125.3 million in cash and cash equivalents, and $6.5 million in restricted cash equivalents. See Note 1 to our consolidated financial statements for further discussion of our restricted cash equivalents. We believe that our current cash position, cash flow generated from operations, funds available from our credit agreement, and access to the long-term debt capital markets should be sufficient for our operating requirements and to enable us to fund our capital expenditures, dividend payments, and lease obligations through the next several years. 26
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Table of Contents Our material cash requirements include contractual and other obligations arising in the normal course of business. These obligations primarily include operating lease obligations and purchase obligations. In addition to our cash requirements, we follow a disciplined approach to capital allocation. This approach first prioritizes investing in the business, followed by paying dividends. We may also return excess cash to shareholders in the form of share repurchases, cash dividends, or special cash dividends. We expect capital expenditures of approximately $33.5 million in 2026 to support our operations and strategic expansion, however these plans are subject to other potential opportunities, the economic environment, general business conditions and our financial performance. Long-Term Debt We currently have a $80.0 million revolving credit facility (the "Credit Agreement") with a bank. As of December 31, 2025, we had no outstanding borrowings and $80.0 million of available borrowings under the Credit Agreement. The Credit Agreement matures October 24, 2027. See Note 6, “Credit Arrangement” of the Notes to Consolidated Financial Statements for information about our Credit Agreement. Leases We use operating leases to fund a portion of our real estate, including our stores, distribution centers, and store support space. At December 31, 2025, we had aggregate lease obligations of $216.4 million, with $36.0 million payable within 12 months. See Note 9, “Leases” of the Notes to Consolidated Financial Statements for further discussion of our operating leases. Share Repurchases The board of directors has authorized management, at its discretion, to purchase and retire limited amounts of our Common Stock and Class A Common Stock. We made cash payments of $4.8 million for repurchases of 216,482 shares of our Common Stock through open market purchases during 2025 and there is approximately $3.3 million at December 31, 2025 that may yet be purchased under the existing authorization. Cash Flows Summary 27
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Table of Contents Operating Activities. Cash flow generated from operations provides us with a significant source of liquidity. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for products and services, employee compensation, operations, and occupancy costs. Cash provided by or used in operating activities is also subject to changes in working capital. Working capital at any specific point in time is subject to many variables, including seasonality, inventory selection, the timing of cash receipts and payments, and vendor payment terms. Net cash provided by operating activities in 2025 was $52.6 million driven primarily by net income of $19.7 million and non- cash adjustments to net income of $30.5 million consisting primarily of depreciation and amortization, stock-based compensation expense and changes in working capital. The changes in working capital were driven primarily by a $12.7 million increase in inventories and a $5.2 million decrease in customer deposit offset by $12.3 million decrease in other assets and liabilities and a $8.1 million increase in accrued liabilities and vendor repayments. Net cash provided by operating activities in 2024 was $58.9 million driven primarily by net income of $20.0 million and non- cash adjustments to net income of $27.9 million consisting primarily of depreciation and amortization and stock-based compensation expense and changes in working capital. The changes in working capital were primarily driven by a $10.5 million decrease in inventories, a $7.0 million decrease in other assets and liabilities, and a $4.9 million increase in customer deposits offset by a $11.4 million decrease in accrued liabilities and vendor repayments. Investing Activities. Cash used in investing activities in 2025 consisted primarily of $19.7 million of capital expenditures. In 2024, cash used in investing activities primarily reflected $32.1 million of capital expenditures. Financing Activities. Cash used in financing activities in 2025 consisted primarily of $20.8 million of quarterly cash dividends and $4.8 million of share repurchases. Cash used in financing activities in 2024 primarily reflected $20.5 million of quarterly cash dividends and $5.0 million of share repurchases. Our investing activities in stores and operations in 2025, 2024 and 2023 and planned outlays for 2026 are categorized in the table below. Capital expenditures for stores in the years noted do not necessarily coincide with the years in which the stores open. (Approximate in thousands) Proposed 2026 2025 2024 Stores: New or replacement stores $ 17,300 $ 8,700 $ 18,000 Remodels/expansions 4,400 2,000 4,600 Other improvements 5,500 5,300 4,700 Total stores 27,200 16,000 27,300 Distribution 3,150 1,500 2,900 Information technology 3,150 2,200 1,900 Total $ 33,500 $ 19,700 $ 32,100 (1)In 2023 we purchased one distribution facility that was previously leased. Critical Accounting Estimates and Assumptions Our discussion and analysis is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, and evaluate our estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions. (1) 28
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Table of Contents Accounting estimates are considered critical if both of the following conditions are met: (a) the nature of the estimates or assumptions is material because of the levels of subjectivity and judgment needed to account for matters that are highly uncertain and susceptible to change and (b) the effect of the estimates and assumptions is material to the financial statements. We have reviewed our accounting estimates, and none were deemed to be considered critical for the accounting periods presented. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk represents the potential loss arising from adverse changes in the value of financial instruments. The risk of loss is assessed based on the likelihood of adverse changes in fair values, cash flows or future earnings. In the ordinary course of business, we are exposed to various market risks, including fluctuations in interest rates. Our exposure to interest rate risk relates to the interest income generated by cash, cash equivalents, and interest expense on the Credit Facility. The primary objective of our investment policy is to preserve principal while maximizing income without significantly increasing risk. We do not believe that an increase or decrease in interest rates of 100 basis points would have a material effect on our operating results or financial condition. During 2025 and 2024, we had no outstanding borrowings under our Credit Agreement (as discussed in Note 6 to the Consolidated Financial Statements), which bears interest based on variable rates. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The report of our independent registered public accounting firm, the Consolidated Financial Statements of Havertys and the Notes to Consolidated Financial Statements, and the supplementary financial information called for by this Item 8, are set forth on pages F-1 to F-22 of this report. Specific financial statements and supplementary data can be found at the pages listed in the following index: Index Page Financial Statements Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID 248) F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Comprehensive Income F-3 Consolidated Statements of Stockholders’ Equity F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6 Schedule II – Valuation and Qualifying Accounts F-22 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 29
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Table of Contents ITEM 9A. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures. Our management has evaluated, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective for the purpose of providing reasonable assurance that the information we must disclose in reports that we file or submit under the Securities Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosures. (b) Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, our management concluded that our internal control over financial reporting is effective as of December 31, 2025. Attestation Report of the Independent Registered Public Accounting Firm. Grant Thornton LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this annual report on Form 10- K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting. (c) Changes in Internal Control over Financial Reporting. During the fourth quarter of 2025, there were no changes in our internal control over financial reporting that have affected, or are reasonably likely to materially affect, our internal control over financial reporting. 30
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Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Haverty Furniture Companies, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Haverty Furniture Companies, Inc. (a Maryland Corporation) and subsidiary (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 26, 2026 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Atlanta, Georgia February 26, 2026 31
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Table of Contents ITEM 9B. OTHER INFORMATION None ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE We provide some information about our executive officers in Part I of this report under the heading “Information about our Executive Officers.” The remaining information required by this item is incorporated by reference to “Proposal 1: Nominees for Election by Holders of Class A Common Stock and Nominees for Election by Holders of Common Stock,” “Corporate Governance,” “Committees of the Board” and “Certain Relationships and Related Transactions – Delinquent Section 16(a) Reports” in our 2026 Proxy Statement. Code of Conduct We have adopted a Code of Conduct (the “Code”) for our directors, officers (including our principal executive officer, and principal financial and accounting officer) and employees. The Code is available on our website at www.ir.havertys.com. In the event we amend or waive any provisions of the Code applicable to our principal executive officer or principal financial and accounting officer, we will disclose the same by filing a Form 8-K. The information contained on or connected to our Internet website is not incorporated by reference into this annual report on Form 10-K and should not be considered part of this or any other report that we file or furnish to the SEC. Insider Trading Policy We have adopted an Insider Trading Policy (the "Policy") governing the purchase, sale, and other dispositions of our securities. The Policy applies to the Company itself and all Company personnel, including directors, officers, employees, and other covered persons. We believe the Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our Insider Trading Policy is incorporated by reference in Exhibit 19.1 to this form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information contained in our 2026 Proxy Statement with respect to executive compensation and transactions under the heading “Compensation Discussion and Analysis” is incorporated herein by reference in response to this item. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information contained in our 2026 Proxy Statement with respect to the ownership of Common Stock and Class A Common Stock by certain beneficial owners and management, and with respect to our compensation plans under which equity securities are authorized for issuance under the headings “Ownership by our Directors and Management” and “Equity Compensation Plan Information,” is incorporated herein by reference in response to this item. For purposes of determining the aggregate market value of our Common Stock and Class A Common Stock held by non- affiliates, shares held by all directors and executive officers have been excluded. The exclusion of such shares is not intended to, and shall not, constitute a determination as to which persons or entities may be “affiliates” as defined under the Securities Exchange Act of 1934. 32
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Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information contained in our 2026 Proxy Statement with respect to certain relationships, related party transactions and director independence under the headings “Certain Relationships and Related Transactions” and “Corporate Governance – Governance Guidelines and Policies – Director Independence” is incorporated herein by reference in response to this item. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information under the heading “Audit Matters” in our 2026 Proxy Statement is incorporated herein by reference to this item. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Financial Statements. Consolidated Balance Sheets – December 31, 2025 and 2024. Consolidated Statements of Comprehensive Income – Years ended December 31, 2025, 2024, and 2023. Consolidated Statements of Stockholders’ Equity – Years ended December 31, 2025, 2024, and 2023. Consolidated Statements of Cash Flows – Years ended December 31, 2025, 2024, and 2023. Notes to Consolidated Financial Statements (2) Financial Statement Schedule. The following financial statement schedule of Haverty Furniture Companies, Inc. is filed as part of this Report and should be read in conjunction with the Consolidated Financial Statements: Schedule II – Valuation and Qualifying Accounts All other schedules have been omitted because they are inapplicable, or the required information is included in the Consolidated Financial Statements or notes thereto. (3) Exhibits: Our SEC File Number is 1-14445 for all exhibits filed with the Securities Exchange Act reports. 33
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Table of Contents Exhibit No.Exhibit 3.1 Articles of Amendment and Restatement of the Charter of Haverty Furniture Companies, Inc. effective May 2006 (Incorporated by reference to Exhibit 3.1 to our 2006 Second Quarter Form 10-Q). 3.2 By-Laws of Haverty Furniture Companies, Inc., as amended and restated effective February 24, 2023 (Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022). 4.1 Description of Securities of the Registrant. (Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019). 10.1 Amended and Restated Credit Agreement by and among Haverty Furniture Companies, Inc. and Havertys Credit Services, Inc., as the Borrowers, SunTrust Bank, as the Issuing Bank and Administrative Agent and SunTrust Robinson Humphrey, Inc. as Lead Arranger, dated September 1, 2011 (Incorporated by reference to Exhibit 10.1 to our 2011 Third Quarter Form 10-Q). First Amendment to Amended and Restated Credit Agreement, dated March 31, 2016 (Incorporated by reference to Exhibit 10.1 to our 2016 First Quarter Form 10 ‑ Q); Second Amendment to Amended and Restated Credit Agreement dated September 27, 2019 (Incorporated by reference to Exhibit 10.1 to our 2019 Third Quarter Form 10-Q). Third Amendment to Amended and Restated Credit Agreement dated May 15, 2020 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 20, 2020). Amendment and Waiver to the Amended and Restated Credit Agreement dated July 22,2025. (Incorporated by reference to Exhibit 10.1 to our 2025 Second- Quarter Form 10-Q filed August 5, 2025). *10.1.1 Fourth Amendment to Amended and Restated Credit Agreement, dated October 24, 2024 10.2 Haverty Furniture Companies, Inc., Class A Shareholders Agreement (the “Agreement”), made asof June 5, 2012, by and among, Haverty Furniture Companies, Inc., Villa Clare Partners, L.P.,Clarence H. Smith, H5, L.P., Rawson Haverty, Jr., Ridge Partners, L.P. and Frank S. McGaughey(Incorporated by reference to Exhibit 10.1 to our Form 8-K filed June 8, 2012); Parties added tothe Agreement and Revised Annex I as of November 1, 2012 and December 11, 2012Incorporated by reference to Exhibit 10.1 to our First Quarter 2013 Form 10-Q); Parties added tothe Agreement as of July 5, 2013 (Incorporated by reference to Exhibit 10.1 to our SecondQuarter 2013 Form 10-Q). Amendment to Class A Shareholders Agreement, as of December 30,2016 (Incorporated by reference to Exhibit 10.2.1 to our 2016 Form 10-K); Parties added to theAgreement as of May 1, 2019 (Incorporated by reference to Exhibit 99.1 to H5, L.P.’s Schedule 13D/A filed May 22, 2019). +10.3 2021 Long-Term Incentive Plan effective as of May 10, 2021 (Incorporated by reference to Exhibit 10.1 to our Third-Quarter Form 10-Q filed November 2, 2021). *+10.4 Haverty Furniture Companies, Inc. Non-Employee Director Compensation Plan, effective as of May 8, 2023.(Incorporated by reference to Exhibit 10.4 to our 2024 Form 10-K filed on March 6, 2025. +10.5 Amended and Restated Directors’ Deferred Compensation Plan, effective as of May 17, 2019 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated May 17, 2019). +10.6 Amended and Restated Supplemental Executive Retirement Plan, effective January 1, 2009(Incorporated by reference to Exhibit 10.9 to our 2008 Form 10-K). Amendment Number One tothe Amended and Restated Supplemental Executive Retirement Plan, effective as of January 1,2009 and Amendment Number Two effective as of December 31, 2015 (Incorporated byreference to Exhibit 10.7 to our 2015 Form 10-K). Amendment Number Three to the Amendedand Restated Supplemental Executive Retirement Plan, effective December 21, 2016(Incorporated by reference to Exhibit 10.7.1 to our 2016 Form 10-K). +10.7 Form of Agreement dated February 27, 2018 regarding Change in Control with the Named Executive Officers (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated March 5, 2018). 34
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Table of Contents Exhibit No. Exhibit +10.80 Amended and Restated Non-Qualified Deferred Compensation Plan, effective as of August 9, 2016 (Incorporated by reference to Exhibit 10.9 to our 2016 Form 10-K). +10.90 Top Hat Mutual Fund Option Plan, effective as of January 15, 1999 (Incorporated by reference to Exhibit 10.15 to our 1999 Form 10-K). *+10.10 Form of Restrictive Covenant Agreement *+10.11 Form of Restricted Stock Units Award Notice in connection with the 2021 Long-Term Incentive Compensation Plan. *+10.11.1Form of Performance Restricted Stock Units (EBITDA) Award Notice in connection with the 2021 Long-Term Incentive Compensation Plan. *+10.11.2Form of Performance Restricted Units (Sales) Award Notice in connection with the 2021 Long- Term Incentive Compensation Plan. +10.12 Amended and Restated Retailer Program Agreement dated November 5, 2013, between Haverty Furniture companies, Inc. and GE Capital Retail Bank (formerly known as GE Money Bank). Portions of this document have been redacted pursuant to a request for confidential treatment filed pursuant to the Freedom of Information Act. (Incorporated by reference to Exhibit 10.13 to our 2013 Form 10-K/A); First Amendment to the Amended and Restated Retailer Program Agreement between Haverty Furniture Companies, Inc. and Synchrony Bank (formerly GE Capital Retail Bank). Portions of this document have been redacted pursuant to a request for confidential treatment filed pursuant to the Freedom of Information Act. (Incorporated by reference to Exhibit 10.1 to our 2018 Second Quarter Form 10-Q). +19.10 Insider Trading Policy of Haverty Furniture Companies, Inc., effective as of November 8, 2024. (Incorporated by reference to Exhibit 19.1 to our 2024 Form 10-K). *21.1 Subsidiaries of Haverty Furniture Companies, Inc. *23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm. *31.1 Certification pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended. *31.2 Certification pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended. #32.1 Certifications pursuant to 18 U.S.C. Section 1350. +97.10 Policy relating to recovery of erroneously awarded compensation, as required by applicable listing standards adopted pursuant to 17 CFR 240.10D-1 (Incorporated by reference to Exhibit 97.1 to our 2024 Form 10-K). 101 The following financial information from our Report on Form 10-K for the year ended December 31, 2025, formatted in inline XBRL: (i) Consolidated Balance Sheets ended December 31, 2025 and 2024, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023, (iv) Consolidated Statements of Cash Flow for the years ended December 31, 2025, 2024 and 2023, and (v) the Notes to Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. + Indicates a management contract or compensatory plan or arrangement required to be filed as exhibits pursuant to Item 15(b) of Form 10-K. # Furnished herewith. ITEM 16. FORM 10-K SUMMARY None. 35
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Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Haverty Furniture Companies, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Haverty Furniture Companies, Inc. (a Maryland corporation) and subsidiary (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2026 expressed an unqualified opinion. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2016. Atlanta, Georgia February 26, 2026 F-1
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Table of Contents HAVERTY FURNITURE COMPANIES, INC. CONSOLIDATED BALANCE SHEETS December 31, (In thousands, except per share data) 2025 2024 Assets Current assets Cash and cash equivalents $ 125,325 $ 120,034 Restricted cash equivalents 6,547 6,280 Inventories 96,155 83,419 Prepaid expenses 10,236 14,576 Other current assets 11,064 14,587 Total current assets 249,327 238,896 Property and equipment, net 177,207 182,622 Right-of-use lease assets 190,586 194,411 Deferred income taxes 19,301 17,075 Other assets 12,631 15,743 Total assets $ 649,052 $ 648,747 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 15,447 $ 14,914 Customer deposits 35,504 40,733 Accrued liabilities 46,531 39,635 Current lease liabilities 35,967 36,283 Total current liabilities 133,449 131,565 Noncurrent lease liabilities 180,450 182,096 Other liabilities 27,224 27,525 Total liabilities 341,123 341,186 Stockholders’ equity Capital Stock, par value $1 per share Preferred Stock, Authorized – 1,000 shares; Issued: None Common Stock, Authorized – 50,000 shares; Issued: 2025– 30,633; 2024 – 30,419 30,633 30,419 Convertible Class A Common Stock, Authorized – 15,000 shares; Issued: 2025 – 1,732; 2024 – 1,793 1,732 1,793 Additional paid-in capital 123,373 117,257 Retained earnings 417,853 418,960 Accumulated other comprehensive loss (1,111) (869) Treasury stock at cost – Common Stock (2025 – 15,699; 2024 – 15,496) and Convertible Class A Common Stock (2025 and 2024 – 522) (264,551) (259,999) Total stockholders’ equity 307,929 307,561 Total liabilities and stockholders’ equity $ 649,052 $ 648,747 The accompanying notes are an integral part of these consolidated financial statements. F-2
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Table of Contents HAVERTY FURNITURE COMPANIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, (In thousands, except per share data) 2025 2024 2023 Net sales 758,995 722,899 862,133 Cost of goods sold (exclusive of depreciation and amortization) 298,498 283,821 339,041 Gross profit 460,497 439,078 523,092 Expenses: Selling, general and administrative 439,327 419,221 455,812 Other (income) expense, net (543) (214) 77 Total expenses 438,784 419,007 455,889 Income before interest and income taxes 21,713 20,071 67,203 Interest income, net 5,120 6,082 5,508 Income before income taxes 26,833 26,153 72,711 Income tax expense 7,103 6,197 16,392 Net income $ 19,730 $ 19,956 $ 56,319 Other comprehensive (loss) income, net of tax: Defined benefit pension plan adjustments; net of tax (benefit) expense of $(81), $38 and $(76) $ (242) $ 114 $ (227) Comprehensive income $ 19,488 $ 20,070 $ 56,092 Basic earnings per share: Common Stock $ 1.22 $ 1.23 $ 3.48 Class A Common Stock $ 1.14 $ 1.15 $ 3.29 Diluted earnings per share: Common Stock $ 1.19 $ 1.19 $ 3.36 Class A Common Stock $ 1.14 $ 1.15 $ 3.25 The accompanying notes are an integral part of these consolidated financial statements. F-3
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Table of Contents HAVERTY FURNITURE COMPANIES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Year Ended December 31, (In thousands, except per share data) 2025 2024 2023 Shares Dollars Shares Dollars Shares Dollars Common Stock: Beginning balance 30,419 $ 30,419 30,220 $ 30,220 30,006 $ 30,006 Conversion of Class A CommonStock 61 61 11 11 2 2 Stock compensation transactions, net 153 153 188 188 212 212 Ending balance 30,633 30,633 30,419 30,419 30,220 30,220 Class A Common Stock: Beginning balance 1,793 1,793 1,804 1,804 1,806 1,806 Conversion to Common Stock (61) (61) (11) (11) (2) (2) Ending balance 1,732 1,732 1,793 1,793 1,804 1,804 Treasury Stock: Beginning balance (includes 522shares Class A Stock for each of the years presented; remainder areCommon Stock) (16,018) (259,999) (15,877) (255,454) (15,662) (248,756) Directors’ Compensation Plan 13 226 74 446 12 197 Purchases (216) (4,778) (215) (4,991) (227) (6,895) Ending balance (16,221) (264,551) (16,018) (259,999) (15,877) (255,454) Additional Paid-In Capital: Beginning balance 117,257 113,307 108,706 Shares issued under incentiveplans, net (2,063) (3,483) (4,289) Directors’ Compensation Plan 868 691 880 Stock-based compensation expense 7,311 6,742 8,010 Ending balance 123,373 117,257 113,307 Retained Earnings: Beginning balance 418,960 419,472 398,393 Net income 19,730 19,956 56,319 Cash dividends per share: Common Stock: 2025 – $1.29; 2024 - $1.26; and 2023 – $2.18 Class A Common Stock: 2025 - $1.21; 2024 - $1.18; and 2023–$2.05 (20,837) (20,468) (35,240) Ending balance 417,853 418,960 419,472 Accumulated Other ComprehensiveLoss: Beginning balance (869) (983) (756) Pension liabilities adjustment, netof taxes (242) 114 (227) Ending balance (1,111) (869) (983) Total Stockholders’ Equity $ 307,929 $ 307,561 $ 308,366 The accompanying notes are an integral part of these consolidated financial statements. F-4
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Table of Contents HAVERTY FURNITURE COMPANIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (In thousands) 2025 2024 2023 Cash Flows from Operating Activities Net income 19,730 19,956 56,319 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 23,822 21,611 18,603 Net loss on asset impairment 469 — — Stock-based compensation 7,311 6,742 8,010 Deferred income taxes (2,145) (1,472) (1,171) Net (gain) loss on sale of land, property and equipment (15) (153) 71 Other 1,094 1,123 1,160 Changes in operating assets and liabilities: Inventories (12,736) 10,537 24,377 Customer deposits (5,229) 4,896 (12,132) Other assets and liabilities 12,254 7,051 8,643 Accounts payable and accrued liabilities 8,089 (11,382) (6,677) Net cash provided by operating activities 52,644 58,909 97,203 Cash Flows from Investing Activities Capital expenditures (19,672) (32,092) (53,115) Proceeds from sale of property and equipment 111 461 53 Net cash used in investing activities (19,561) (31,631) (53,062) Cash Flows from Financing Activities Dividends paid (20,837) (20,468) (35,240) Common stock repurchased (4,778) (4,991) (6,895) Taxes on vested restricted shares (1,910) (3,282) (4,159) Net cash used in financing activities (27,525) (28,741) (46,294) Change in cash, cash equivalents and restricted cash equivalents 5,558 (1,463) (2,153) Cash, cash equivalents and restricted cash equivalents at beginning of year 126,314 127,777 129,930 Cash and cash equivalents and restricted cash equivalents at end of year $ 131,872 $ 126,314 $ 127,777 Supplemental Disclosures Cash paid during the period for federal income taxes, net of refunds $ 5,500 $ 2,800 $ 20,400 Cash paid during the period for state income taxes, net of refunds $ 1,452 $ 602 $ 2,686 Cash paid for interest $ 162 $ 163 $ 162 The accompanying notes are an integral part of these consolidated financial statements. F-5
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Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Description of Business and Summary of Significant Accounting Policies: Business: Haverty Furniture Companies, Inc. (“Havertys,” “we,” “our,” or “us”) is a retailer of a broad line of residential furniture in the middle to upper-middle price ranges. We have 129 showrooms in 17 states at December 31, 2025. All of our stores are operated using the Havertys name and we do not franchise our stores. We have an online presence through which our customers can make purchases and offer financing through third-party finance companies. Basis of Presentation: The consolidated financial statements include the accounts of Havertys and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates: The preparation of financial statements in conformity with United States of America generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents: Cash and cash equivalents include all liquid investments with a maturity date of less than three months when purchased. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions which typically settle within five days. Our cash is held in Federal Deposit Insurance Corporation (“FDIC”) insured accounts at various banks which at times may exceed federally insured amounts. Restricted Cash Equivalents: Our insurance carrier requires us to collateralize a portion of our workers’ compensation obligations. These funds are investments in money market funds held by an agent. The agreement with our carrier governing these funds is on an annual basis expiring on December 31. Inventories: Inventories are stated at the lower of cost or market. Cost is determined using the last-in, first-out (LIFO) method. Other Current Assets: Other current assets include receivables from third-party finance companies used by customers to finance purchases and receivables from landlords for tenant incentives. Property and Equipment: Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. See Leases below. Estimated useful lives for financial reporting purposes are as follows: Buildings 25 – 33 years Improvements 5 – 15 years Furniture and Fixtures 3 – 15 years Software 3 years Equipment 3 – 15 years F-6
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Table of Contents Customer Deposits: Customer deposits consist of cash collections on sales of undelivered merchandise, customer advance payments, and deposits on credit sales for undelivered merchandise. Contingencies: We are involved in lawsuits, claims and proceedings incident to the ordinary course of our business. We review the need for any loss contingency reserves and establish reserves when, in the opinion of management, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Generally, in view of the inherent difficulty of predicting the outcome of these matters, it may not be possible to determine whether any loss is probable or to reasonably estimate the amount of the loss until the matter is close to resolution, in which case no reserve is established until that time. Claims against us could result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. We expense any litigation-related amounts as incurred. The results of these lawsuits, claims and proceedings cannot be predicted with certainty. However, we believe that the ultimate resolution of these current matters will not have a material adverse effect on our Consolidated Financial Statements taken as a whole. Revenue Recognition: We recognize revenue from merchandise sales and related service fees, net of expected returns and sales tax, at the time the merchandise is delivered to the customer. The liability for sales returns, including the impact on gross profit, is estimated based on historical return levels and recognized at the transaction price. We also recognize a return asset, and corresponding adjustment to cost of sales, for our right to recover the goods returned by the customer, measured at the former carrying amount of the goods, less any expected recovery cost. At each financial reporting date, we assess our estimates of expected returns, refund liabilities, and return assets. When we receive payment from customers before delivery of merchandise, the amount received is recorded as a customer deposit. Net sales also include amounts generated by product protection plans. We act as an agent for these sales and the service is provided by a third-party. Revenue, net of related costs, is recognized at the time the covered merchandise is delivered to the customer. We do not have a loyalty program. We expense sales commissions within SG&A at the time revenue is recognized because the amortization period would be one year or less. We do not disclose the value of unsatisfied performance obligations because delivery is made within one year of the customer purchase. Cost of Goods Sold: Our cost of goods sold includes the direct costs of products sold, warehouse handling and transportation costs. Selling, General and Administrative Expenses: Our selling, general and administrative (“SG&A”) expenses are comprised of advertising, selling, occupancy, delivery, administrative costs, and certain warehouse and transportation related expenses including accessorial and demurrage fees. The costs associated with our purchasing, warehousing, delivery and other distribution costs included in SG&A expense were approximately $75,724,000, $78,323,000 and $92,363,000 in 2025, 2024 and 2023, respectively. F-7
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Table of Contents Leases: We determine if an arrangement contains a lease in whole or in part at the inception of the contract. Right ‑ of-use (ROU) assets represent our right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases greater than 12 months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide the information required to determine the implicit rate, we use our incremental borrowing rate in determining the present value of lease payments. Our incremental borrowing rate approximates the rate we would get if borrowing on a collateralized basis based on information available at commencement date. We use the implicit rate when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases that have a term of 12 months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or a liability. Lease expense for operating leases is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, primarily related to real estate and we account for the lease and non-lease components as a single lease component. See Note 9 - “Leases,” for additional information. Advertising Expense: Advertising costs, which include television, radio, newspaper, digital, and other media advertising, are expensed upon first showing. The total amount of prepaid advertising costs included in other current assets was approximately $59,000 and $1,307,000 at December 31, 2025 and 2024, respectively. We incurred approximately $43,546,000, $40,470,000 and $43,448,000 in advertising expense during 2025, 2024 and 2023, respectively. Interest Income, net: We report interest income net of interest expense. Interest income is generated by our cash equivalents and restricted cash equivalents. Interest expense is comprised of charges incurred related to our credit facility. The total amount of interest expense was approximately $162,000, $163,000 and $162,000 during 2025, 2024 and 2023, respectively. Other Income, net: Other income, net includes any gains or losses on sales of property and equipment and other income or expense items outside of core operations. Self-Insurance: We are self-insured, for amounts up to a deductible per occurrence, for losses related to general liability, workers’ compensation and vehicle claims. We are primarily self-insured for employee group health care claims. We have purchased insurance coverage in order to establish certain limits to our exposure on a per claim basis. We maintain an accrual for these costs based on claims filed and an estimate of claims incurred but not reported or paid, based on historical data and actuarial estimates. The current portion of these self-insurance reserves is included in accrued liabilities and the non-current portion is included in other liabilities. These reserves totaled $6,866,000 and $7,390,000 at December 31, 2025 and 2024, respectively. Fair Values of Financial Instruments: The fair values of our cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable and customer deposits approximate their carrying amounts due to their short-term nature. The assets that are related to our self-directed, non-qualified deferred compensation plans for certain executives and employees are valued using quoted market prices, a Level 1 valuation technique. F-8
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Table of Contents Impairment of Long-Lived Assets: We review long-lived assets for impairment when circumstances indicate the carrying amount of an asset may not be recoverable. If an indicator of impairment is identified, we evaluate the long-lived assets at the individual property or store level, which is the lowest level at which individual cash flows can be identified. We evaluate right-of-use assets at the same level and exclude operating lease liabilities when evaluating for impairment. When evaluating assets for potential impairment, we first compare the carrying amount of the asset to the store’s estimated future cash flows (undiscounted and without interest charges). If the estimated future cash flows are less than the carrying amount of the asset, an impairment loss calculation is prepared. The impairment loss calculation compares the carrying amount of the asset to the estimated fair value of the store’s assets, which is determined on the basis of fair value for similar assets or discounted future cash flows. If required, an impairment loss is recorded in SG&A expense for the difference in the asset’s carrying value and the asset’s estimated fair value. No store impairment losses were recorded in 2025, 2024, and 2023. In 2025, we recorded a $469,000 impairment charge related to construction-in-progress ("CIP") costs associated with the expansion of one of our distribution centers. After evaluating the project’s status and expected future economic benefits, management determined that the asset was no longer recoverable. Earnings Per Share: We report our earnings per share using the two-class method. The income per share for each class of common stock is calculated assuming 100% of our earnings are distributed as dividends to each class of common stock based on their contractual rights. See Note 14, "Earnings Per Share" for the computational components of basic and diluted earnings per share. Accumulated Other Comprehensive Income (Loss): Accumulated other comprehensive income (loss) (“AOCI”), net of income taxes, was comprised of unrecognized retirement liabilities totaling approximately $1,111,000 and $869,000 at December 31, 2025 and 2024, respectively. See Note 12, "Accumulated Other Comprehensive Loss" for the amounts reclassified out of AOCI to SG&A expense related to our supplemental executive retirement plan. Recently Issued Accounting Pronouncements: In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This update enhances annual disclosure requirements for public entities, including expended disclosures in the effective tax rate reconciliation and income taxes paid, disaggregated by jurisdiction. We adopted ASU 2023-09 for the year ended December 31, 2025. See Note 8, "Income Taxes" in the accompanying notes to the consolidated financial statements for further detail. F-9
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Table of Contents Note 2 - Revenues: The following table presents our revenues disaggregated by each major product category and service for each of the last three years (dollars in thousands, amounts and percentages may not always add due to rounding): Year Ended December 31, 2025 2024 2023 Net Sales % ofNet Sales Net Sales % ofNet Sales Net Sales % of NetSales Merchandise: Case Goods Bedroom Furniture$ 113,242 14.9 % $ 102,941 14.2 % $ 132,072 15.3 % Dining Room Furniture 78,045 10.3 78,362 10.8 97,969 11.4 Occasional 54,798 7.2 53,727 7.4 68,592 8.0 246,085 32.4 235,030 32.5 298,633 34.6 Upholstery 337,534 44.5 322,617 44.6 370,921 43.0 Mattresses 67,020 8.8 65,648 9.1 74,798 8.7 Accessories and Other 108,356 14.3 99,604 13.8 117,781 13.7 $ 758,995 100.0 % $ 722,899 100.0 % $ 862,133 100.0 % (1) Includes delivery charges and product protection. Estimated refunds for returns and allowances are recorded based on estimated margin using our historical return patterns. We record estimated refunds for sales returns on a gross basis and the carrying value of the return asset is presented separately from inventory. Estimated return inventory of $528,000 and $494,000 at December 31, 2025 and 2024, respectively, is included in the line item “Other current assets” and the estimated refund liability of $1,757,000 and $1,578,000 at December 31, 2025 and 2024, respectively, is included in the line item “Accrued liabilities” on the Consolidated Balance Sheets. We record customer deposits when payments are received in advance of the delivery of merchandise, which totaled $35,504,000 and $40,733,000 at December 31, 2025 and December 31, 2024, respectively. Changes in the customer deposit balance from period to period are driven by the timing of merchandise deliveries. Of the customer deposit liabilities at December 31, 2024, approximately $220,000 has not been recognized through net sales in the twelve months ended December 31, 2025. We typically offer our customers an opportunity for us to deliver their purchases and most choose this service. Delivery fees of approximately $30,247,000, $29,279,000 and $36,187,000 were charged to customers in 2025, 2024 and 2023, respectively, and are included in net sales. The costs associated with deliveries are included in selling, general and administrative expenses and were approximately $36,780,000, $37,085,000, and $42,361,000 in 2025, 2024 and 2023, respectively. (1) F-10
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Table of Contents Note 3 - Segment Reporting: We operate within a single reportable segment. We use a market area approach for both financial and operational decision making. Each of these market areas are considered individual operating segments. The individual operating segments all have similar economic characteristics. The retail stores within the market areas are similar in size and carry substantially identical products selected for the same target customer. We also use the same distribution methods chain-wide. The accounting policies of our single reportable segment are described in Note 1 - Description of Business and Summary of Significant Accounting Policies. Our chief operating decision maker (CODM) is our President and Chief Executive Officer. Segment information is prepared on the same basis that our CODM manages our operating segments and evaluates results. The measure used by our CODM to assess performance and make operating decisions is income before income taxes as reported on our consolidated statements of comprehensive income. Our CODM uses income before income taxes to evaluate performance and make key operating decisions, such as determining new store openings to expand our retail footprint. Asset information is provided to the CODM on a consolidated basis. The following table presents significant segment expenses and other segment items regularly reviewed by our CODM: Year Ended December 31, (in 000's) 2025 2024 2023 Net Sales $ 758,995 $ 722,899 $ 862,133 Less: Cost of goods sold(exclusive of depreciation and amortization) 298,498 283,821 339,041 Selling, general, and administrative Advertising and marketing 48,769 45,487 49,102 Selling 110,601 107,628 126,163 Occupancy 101,840 96,875 91,269 Warehouse, delivery, and transportation 58,377 60,810 74,442 General and administrative 119,740 108,421 114,836 Total selling, general and administrative 439,327 419,221 455,812 Other segment items 543 214 (77) Interest income 5,282 6,245 5,670 Interest expense (162) (163) (162) Income before income taxes 26,833 26,153 72,711 Income tax expense 7,103 6,197 16,392 Consolidated net income $ 19,730 $ 19,956 $ 56,319 (a) Depreciation and amortization expense included in selling, general and administrative expense was $23.8 million, $21.6 million, and $18.6 million for December 31, 2025, 2024, and 2023, respectively. (b) Other segment items include gains (losses) on asset disposals and miscellaneous income (expense). (a) (b) F-11
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Table of Contents Note 4 - Inventories: Inventories are measured using the last-in, first-out (LIFO) method of valuation. The excess of current costs over our carrying value of inventories was approximately $39,975,000 and $35,326,000 at December 31, 2025 and 2024, respectively. The use of the LIFO valuation method as compared to the FIFO method had a negative impact on our cost of goods sold of approximately $4,649,000 in 2025 and a positive impact of approximately $807,000 in 2024. In 2024, LIFO inventory layers were liquidated. The effect of the liquidations, which are included in the preceding LIFO impact amount, decreased cost of goods sold by approximately $1,100,000 or $0.07 per diluted share in 2024. We believe this information is meaningful to the users of these consolidated financial statements for analyzing the effects of price changes, for better understanding our financial position and for comparing such effects with other companies. Note 5 - Property and Equipment: Property and equipment are summarized as follows: (In thousands) 2025 2024 Land and improvements $ 37,210 $ 37,210 Buildings and improvements 281,878 271,729 Furniture and fixtures 98,404 93,403 Software 16,141 15,502 Equipment 72,902 70,760 Construction in progress 2,523 4,733 509,058 493,337 Less accumulated depreciation (331,851) (310,715) Property and equipment, net $ 177,207 $ 182,622 Note 6 - Credit Arrangement: We have an $80.0 million revolving credit facility (the "Credit Agreement") secured by our inventory, accounts receivable, cash, and certain other personal property and maturing on October 24, 2027, and replace the LIBOR rate with the SOFR rate as the interest rate benchmark. Availability fluctuates based on a borrowing base calculation reduced by outstanding letters of credit. Amounts available to borrow are based on the lesser of the borrowing base or the $80.0 million line amount. The credit facility contains covenants that, among other things, limit our ability to incur certain types of debt or liens, enter into mergers and consolidations or use proceeds of borrowing for other than permitted uses. The covenants also limit our ability to pay dividends if unused availability is less than $12.5 million. The borrowing base was $137.1 million at December 31, 2025 and there were no outstanding letters of credit, accordingly, the net availability was $80.0 million. F-12
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Table of Contents Note 7 - Accrued Liabilities and Other Liabilities: Accrued liabilities and other liabilities consist of the following: (In thousands) 2025 2024 Accrued liabilities: Employee compensation, related taxes and benefits $ 21,630 $ 16,038 Taxes other than income and withholding 10,520 8,550 Self-insurance reserves 4,860 5,301 Other 9,521 9,746 $ 46,531 $ 39,635 Other liabilities: Deferred compensation 12,277 11,464 SERP, noncurrent 6,428 6,257 Self-insurance reserves 2,006 2,089 Other 6,513 7,715 $ 27,224 $ 27,525 The Company records asset recovery obligations ("ARO") related to costs associated with the removal of leasehold improvements upon exiting a leased property. The ARO is included in other liabilities and totaled $760,000 and $740,000 as of December 31, 2025 and December 31, 2024, respectively. Note 8 - Income Taxes: The provision for income taxes for the years ended December 31 consist of the following: (In thousands) 2025 2024 2023 Current Federal $ 7,573 $ 6,504 $ 14,015 State 1,675 1,165 3,548 9,248 7,669 17,563 Deferred Federal (1,521) (296) 474 State (624) (1,176) (1,645) (2,145) (1,472) (1,171) Total income tax expense $ 7,103 $ 6,197 $ 16,392 F-13
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Table of Contents The differences between income tax expense in the accompanying Consolidated Financial Statements and the amount computed by applying the statutory Federal income tax rate are as follows: (In thousands) 2025 2024 2023 Statutory rates applied to income before incometaxes $ 5,635 21.0 % $ 5,492 21.0 % $ 15,274 21.0 % State income taxes, net of Federal tax benefit 699 2.6 % (256) (1.0)% 1,156 1.6 % Federal tax credits (47) (0.2)% 188 0.7 % (413) (0.6)% Nontaxable or nondeductible items Executive compensation 136 0.5 % 553 2.1 % 878 1.2 % Stock-based compensation 552 2.1 % 101 0.4 % (646) (0.9)% Other 128 0.5 % 119 0.5 % 143 0.2 % Effective tax rate 7,103 26.5 % 6,197 23.7 % 16,392 22.5 % (a) State taxes in Florida, Texas and Virginia made up the majority (greater than 50%) of the tax effect in this category for 2025, 2024, and 2023. Our effective tax rate differs from the federal statutory rate primarily due to state incomes taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The amounts in the following table are grouped based on broad categories of items that generate the deferred tax assets and liabilities. (In thousands) 2025 2024 Deferred tax assets: Property and equipment $ 6,109 $ 7,193 Lease liabilities 54,055 54,546 Accrued liabilities 13,516 12,437 Retirement benefits 179 98 State tax credits 2,636 2,486 Other 464 418 Total deferred tax assets 76,959 77,178 Deferred tax liabilities: Inventory related 7,883 8,517 Right-of-use lease assets 48,967 50,495 Other 808 1,091 Total deferred tax liabilities 57,658 60,103 Net deferred tax assets $ 19,301 $ 17,075 We review our deferred tax assets to determine the need for a valuation allowance. Based on evidence, we concluded that it is more-likely-than-not that our deferred tax assets will be realized and therefore a valuation allowance is not required. (a) F-14
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Table of Contents We file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. With respect to U.S. federal, state and local jurisdictions, with limited exceptions, we are no longer subject to income tax audits for years before 2021. Uncertain Tax Positions Interest and penalties associated with uncertain tax positions, if any, are recognized as components of income tax expense. No amounts for uncertain tax positions were recorded for the years currently open under statute of limitations. One Big Beautiful Bill Act On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States, which made permanent or extended many of the provisions from the Tax Cuts and Jobs Act of 2017. The Company has accounted for the provisions of the OBBBA in its consolidated financial statements. Note 9 - Leases: We have operating leases for retail stores, offices, warehouses, and certain equipment. Our leases have remaining lease terms of between 1 year and 15 years, some of which include options to extend the leases for up to 20 years. We determine if an arrangement is or contains a lease at lease inception. Our leases do not have any residual value guarantees or any restrictions or covenants imposed by lessors. We have lease agreements for real estate with lease and non-lease components, which are accounted for separately. As of December 31, 2025, there were three leases for retail locations which had not yet commenced. The table below presents the operating lease assets and liabilities recognized on the consolidated balance sheets as of December 31: (in thousands) 2025 2024 Operating Lease Assets: Right-of use lease assets $ 190,586 $ 194,411 Operating Lease Liabilities: Current lease liabilities $ 35,967 $ 36,283 Non-current lease liabilities 180,450 182,096 Total operating lease liabilities $ 216,417 $ 218,379 Our leases generally do not provide an implicit rate, and therefore we use our incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. The weighted-average remaining lease term and weighted-average discount rate for operating leases as of December 31 are: 2025 2024 Weighted-average remaining lease term 6.9 years 7.1 years Weighted-average discount rate 6.24% 6.16% F-15
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Table of Contents The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2025: (in thousands) Operating Leases 2026 $ 48,115 2027 44,241 2028 38,971 2029 32,224 2030 26,753 Thereafter 79,053 Total undiscounted future minimum lease payments 269,357 Less: difference between undiscounted lease payments and discounted operating lease liabilities (52,940) Total operating lease liabilities $ 216,417 Certain of our lease agreements for retail stores include variable lease payments, generally based on sales volume. The variable portion of payments are not included in the initial measurement of the right ‑ of-use asset or lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. Certain of our equipment lease agreements include variable lease costs, generally based on usage of the underlying asset (mileage, fuel, etc.). The variable portion of payments are not included in the initial measurement of the right-of-use asset or lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. Components of lease expense which are included in selling, general, and administrative expenses within our consolidated statements of comprehensive income were as follows: Year Ended December 31, (in thousands) 2025 2024 2023 Operating lease cost $ 48,954 $ 48,805 $ 49,148 Variable lease cost 5,636 5,393 6,170 Total lease expense $ 54,590 $ 54,198 $ 55,318 Supplemental cash flow information related to leases is as follows: Year Ended December 31, (In thousands) 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 47,061 $ 40,271 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 36,052 $ 31,875 F-16
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Table of Contents Note 10 - Stockholders’ Equity: Common Stock has a preferential dividend rate of at least 105% of the dividend paid on Class A Common Stock. Class A Common Stock has greater voting rights which include: voting as a separate class for the election of 75% of the total number of directors and on all other matters subject to shareholder vote, each share of Class A Common Stock has ten votes and votes with the Common Stock as a single class. Class A Common Stock is convertible at the holder’s option at any time into Common Stock on a 1-for-1 basis; Common Stock is not convertible into Class A Common Stock. Total dividends paid on Common Stock were $19,346,000, $18,963,000 and $32,612,000 in 2025, 2024 and 2023, respectively. Total dividends paid on Class A Common Stock were $1,491,000, $1,505,000 and $2,628,000 in 2025, 2024 and 2023, respectively. A special cash dividend of $1.00 for Common Stock and $0.95 for Class A Common Stock was paid in the fourth quarter of 2023. Note 11 - Benefit Plans: We have a non-qualified, non-contributory supplemental executive retirement plan (the “SERP”) for employees whose retirement benefits are reduced due to their annual compensation levels. The SERP was frozen as of December 31, 2015 and no additional benefits were earned or have been accrued after that date. The SERP provides annual benefits amounting to 55% of final average earnings less benefits payable from Social Security benefits and our former pension plan which was settled in 2014. The SERP limits the total amount of annual retirement benefits that may be paid to a participant from all sources (former pension plan, Social Security and the SERP) to $125,000. The SERP is not funded so we pay benefits directly to participants. The following table summarizes information about our SERP. (In thousands) 2025 2024 Change in benefit obligation: Benefit obligation at beginning of the year $ 6,838 $ 7,090 Interest cost 373 355 Actuarial losses (gains) 323 (153) Benefits paid (497) (454) Benefit obligation at end of year 7,037 6,838 Change in plan assets: Employer contribution 497 454 Benefits paid (497) (454) Fair value of plan assets at end of year — — Funded status of the plan – (underfunded) $ (7,037) $ (6,838) Accumulated benefit obligations $ 7,037 $ 6,838 Amounts recognized in the consolidated balance sheets consist of: (In thousands) 2025 2024 Current liabilities $ (609) $ (581) Noncurrent liabilities (6,428) (6,257) $ (7,037) $ (6,838) The net actuarial loss recognized in accumulated other comprehensive income (loss) before the effect of income taxes was $622,000 in 2025 and $299,000 in 2024. F-17
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Table of Contents Net pension cost included the following components: (In thousands) 2025 2024 2023 Interest cost on projected benefit obligation$ 373 $ 355 $ 361 Net pension costs $ 373 $ 355 $ 361 There are no actuarial loss amounts expected to be amortized from accumulated other comprehensive loss into net periodic cost in 2026. Assumptions We use a measurement date of December 31 for our SERP plan. Assumptions used to determine net periodic benefit cost for years ended December 31 are as follows: 2025 2024 2023 Discount rate 5.60% 5.14% 5.43% Rate of compensation increase n/a n/a n/a Assumptions used to determine benefit obligations at December 31 for the SERP are as follows: 2025 2024 Discount rate 5.32% 5.60% Rate of compensation increase n/a n/a Cash Flows The following schedule outlines the expected benefit payments related to the SERP in future years. These expected benefits were estimated based on the same actuarial assumptions used to determine benefit obligations at December 31, 2025. (In thousands) 2026 2027 2028 2029 2030 2031-2035 Benefit Payments $ 609 $ 627 $ 607 $ 597 $ 576 $ 2,744 Other Plans We have an employee savings/retirement (401(k)) plan to which substantially all our employees may contribute. We match employee contributions 100% up to 4% of a participant’s compensation, with a maximum match per participant of $14,000 in 2025 and $13,800 in 2024 and $13,200 in 2023. We expensed employer contributions of approximately $5,630,000, $5,345,000 and $6,050,000 in 2025, 2024 and 2023, respectively. We offer participation in a self-directed, non-qualified deferred compensation plan to certain executives and employees. The plan allows a participant to defer a portion of their income. We may also make annual contributions based on the participant’s annual deferral, and our contributions were approximately $43,000, $66,000 and $72,000 in 2025, 2024, and 2023, respectively. The investments for the plan (and its predecessor plan) are held in rabbi trusts and are used to meet the obligations of the plans and precludes us from using such assets for operating purposes. The plans’ assets totaled approximately $10,242,000 and $11,451,000 at December 31, 2025 and 2024, respectively, and are included in other assets. The related liability under the plans of approximately $12,277,000 and $11,464,000 at December 31, 2025 and 2024, respectively, is included in other liabilities. We offer no post-retirement benefits other than the plans discussed above and no significant post-employment benefits. F-18
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Table of Contents Note 12 - Accumulated Other Comprehensive Loss: The following summarizes the changes in the balance and the reclassifications out of accumulated other comprehensive loss on our Consolidated Balance Sheets to the Consolidated Statements of Comprehensive Income: Year Ended December 31, (In thousands) 2025 2024 2023 Beginning balance $ (869) $ (983) $ (756) Other comprehensive income (loss) Defined benefit pension plan: Net (loss) gain during year (323) 152 (303) Tax (benefit) expense (81) 38 (76) Total other comprehensive (loss) income (242) 114 (227) Ending balance $ (1,111) $ (869) $ (983) (1) These amounts are included in the computation of net periodic pension costs and were reclassified to selling, general and administrative costs.
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Table of Contents Note 13 - Stock-Based Compensation Plans: We have issued and outstanding awards under one employee compensation plan, the 2021 Long-Term Incentive Plan (“2021 LTIP Plan”). Grants of restricted units and performance units have been made to certain officers and key employees. All equity awards are settled in shares of Common Stock. As of December 31, 2025, approximately 470,000 shares were available for awards under the 2021 LTIP Plan. The following table summarizes our equity award activity during the years ended December 31, 2025, 2024, and 2023: Service-Based Restricted Stock Awards Performance-Based Restricted Stock Awards Shares or Units (#) Weighted- Average Award Price ($) Shares or Units (#) Weighted- Average Award Price ($) Outstanding at December 31, 2022 237,302 28.16 436,647 26.56 Granted 177,098 33.02 106,557 33.08 Awards vested or rights exercised (147,930) 27.12 (190,700) 20.50 Forfeited (16,535) 30.93 (3,070) 32.75 Additional units earned due to performance— — 3,753 28.86 Outstanding at December 31, 2023 249,935 32.05 353,187 31.77 Granted 166,961 34.27 121,824 34.73 Awards vested or rights exercised (148,339) 32.25 (146,189) 32.84 Forfeited (17,982) 33.64 (27,174) 32.19 Additional units earned due to performance— — (25,550) 33.08 Outstanding at December 31, 2024 250,575 33.29 276,098 32.34 Granted 213,750 22.87 153,948 22.91 Awards vested or rights exercised (152,353) 32.80 (92,523) 28.91 Forfeited (11,052) 28.76 (4,577) 33.71 Units forfeited due to performance — — (65,364) 34.73 Outstanding at December 31, 2025 300,920 26.30 267,582 27.50 Restricted units expected to vest 300,920 26.30 301,759 26.98 The total fair value of service-based restricted stock awards that vested in 2025, 2024 and 2023 was approximately $2,954,000, $4,236,000 and $3,789,000, respectively. The aggregate intrinsic value of outstanding restricted stock awards was $7,029,000 at December 31, 2025. The restrictions on the service-based awards generally lapse or vest annually, primarily over one-year or three-year periods. The total fair value of performance-based restricted stock awards that vested in 2025, 2024 and 2023 was approximately $2,112,000, $4,917,000 and $7,182,000, respectively. The aggregate intrinsic value of outstanding performance awards at December 31, 2025 expected to vest was $7,049,000. The performance awards are based on one-year performance periods but cliff vest in approximately three years from grant date. The compensation for all awards is being charged to selling, general and administrative expense over the respective grants’ vesting periods, primarily on a straight-line basis, and was approximately $7,311,000, $6,742,000 and $8,010,000 in 2025, 2024 and 2023, respectively. Forfeitures are recognized as they occur. The tax expense (benefit) recognized related to all awards was approximately $657,000, $108,000 and $(766,000) in 2025, 2024 and 2023, respectively. As of December 31, 2025, the total compensation cost related to unvested equity awards was approximately $6,978,000 and is expected to be recognized over a weighted-average period of 1.9 years. F-20
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Table of Contents Note 14 - Earnings Per Share: The following is a reconciliation of the income and number of shares used in calculating the diluted earnings per share for Common Stock and Class A Common Stock (amounts in thousands except per share data): Numerator: 2025 2024 2023 Common: Distributed earnings $ 19,346 $ 18,963 $ 32,612 (Excess distributions) undistributed earnings (1,027) (474) 19,491 Basic 18,319 18,489 52,103 Class A Common earnings 1,411 1,467 4,216 Diluted $ 19,730 $ 19,956 $ 56,319 Class A Common: Distributed earnings $ 1,491 $ 1,505 $ 2,628 (Excess distributions) undistributed earnings (80) (38) 1,588 $ 1,411 $ 1,467 $ 4,216 Denominator: 2025 2024 2023 Common: Weighted average shares outstanding - basic 14,988 15,034 14,988 Assumed conversion of Class A Common Stock 1,233 1,276 1,282 Dilutive awards and common stock equivalents 371 397 504 Total weighted average diluted Common Stock 16,592 16,707 16,774 Class A Common: Weighted average shares outstanding 1,233 1,276 1,282 Basic net earnings per share Common Stock $ 1.22 $ 1.23 $ 3.48 Class A Common Stock $ 1.14 $ 1.15 $ 3.29 Diluted net earnings per share Common Stock $ 1.19 $ 1.19 $ 3.36 Class A Common Stock $ 1.14 $ 1.15 $ 3.25 At December 31, 2024, we did not include approximately 16,000 restricted share units in the computation of diluted earnings per common share because the expense of those shares were greater than the average market price and their inclusion would have been antidilutive. F-21
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Table of Contents Schedule II – Valuation and Qualifying Accounts Haverty Furniture Companies, Inc. Column A Column B Column C Column D Column E (In thousands) Balance at beginning of period Additions charged to costs and expenses Deductions Describe (1) Balance at end of period Year ended December 31, 2025: Reserve for cancelled sales and allowances $ 1,578 $ 18,328 $ 18,149 $ 1,757 Year ended December 31, 2024: Reserve for cancelled sales and allowances $ 1,969 $ 16,549 $ 16,940 $ 1,578 Year ended December 31, 2023: Reserve for cancelled sales and allowances $ 2,588 $ 20,722 $ 21,341 $ 1,969 (1) Reserve for cancelled sales and allowances: impact of sales cancelled after delivery plus amount of allowance given to customers. F-22
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Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on February 26, 2026. HAVERTY FURNITURE COMPANIES, INC. By: /s/ STEVEN G. BURDETTE Steven G. Burdette President, Chief Executive Officer, andDirector Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on February 26, 2026. /s/ STEVEN G. BURDETTE /s/ RICHARD B. HARE Steven G. Burdette Richard B. Hare President, Chief Executive Officer, and Director (principal executive officer) Executive Vice President and Chief Financial Officer (principal financial and accounting officer) /s/ CLARENCE H. SMITH /s/ G. THOMAS HOUGH Clarence H. Smith G. Thomas Hough Executive Chairman of the Board Lead Director /s/ AL TRUJILLO /s/ MICHAEL R. COTE Al Trujillo Michael R. Cote Director Director /s/ L. ALLISON DUKES /s/ VICKI R. PALMER L. Allison Dukes Vicki R. Palmer Director Director /s/ RAWSON HAVERTY, JR. /s/ DEREK G. SCHILLER Rawson Haverty, Jr. Derek G. Schiller Director Director /s/ NATALIE B. MORHOUS Natalie B. Morhous E. Kendrick Smith Director Director
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Appendix A As a condition of your receipt of this award of Units, you agree to the covenants contained in this Appendix A. You acknowledge and agree that as a result of your employment with the Company, your knowledge of and access to Confidential Information (as defined below), and your relationships with the Company’s customers and employees, you would have an unfair competitive advantage if you were to engage in activities in violation of the Covenants. Section I. Definitions. In addition to the defined terms contained within the body of these Covenants, the following terms shall have the following meanings: 1.1 “Confidential Information” means any data or information relating to the Company and its direct and indirect subsidiaries and corporate affiliates and their respective activities, business, customers, or suppliers that is (i) disclosed to you during your employment with the Company or of which you become aware as a consequence of your employment with the Company; (ii) valuable, important, or proprietary to the Company; and (iii) not generally known to the public or to competitors of the Company. Confidential Information includes, but is not limited to, all information that is marked “confidential” or “proprietary,” trade secrets (as defined by applicable law), all information to which access is restricted, and all other information kept confidential, including information pertaining to costs, profits, markets, sales, products, product lines, key personnel, pricing policies, operational methods, customers, customer requirements, suppliers, plans for future developments, computer software (whether in source or object code), and other business affairs and methods and other information not readily available to the public. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Company, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Company. In addition to data and information relating to the Company, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company by such third party, and that the Company has a duty or obligation to keep confidential. 1.2 “Prohibited Competitor” means any one of the following companies or any parent or subsidiary thereof: Rooms to Go, Ashley Furniture Industries, Inc., Ethan Allan Interiors Inc., City Furniture, Living Spaces, Nebraska Furniture Mart, Bassett Furniture Industries, Inc., Bob’s Discount Furniture, Inc., Arhaus, LLC, La-Z-Boy Incorporated, or Somnigroup International, Inc. 1.3 “Restricted Activities” means the provision of sales, marketing, merchandising, buying, financial accounting, business planning, and/or management services similar to those provided by you to the Company. 1.4 “Restricted Businesses” means the business of selling furniture, home decorations, and home furnishing to consumers and business, as well as any other business conducted by the Company during the last two years of your employment with the Company. 1.5 “Restricted Period” means during the period of your employment with the Company and during the three (3) years after the date your employment with the Company ends by reasons of Retirement. LEGAL02/41272545v1
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1.6 “Territory” means the following States within the United States of America and any other geographic area in which the Company operates or for which you are responsible at the time of the termination of your employment: Alabama, Arkansas, Florida, Georgia, Indiana, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Section II. Confidential Information. 2.1 Confidential Information. You shall hold in confidence all Confidential Information and shall not disclose, publish or make use of any Confidential Information at any time without the prior written consent of the Company for as long as the information remains confidential. 2.2 Return of Materials. Upon the request of the Company and, in any event, upon the termination of your employment with the Company for any reason, you shall deliver to the Company, and not retain any copies of, all memoranda, notes, records, manuals or other documents (including, but not limited to, written instruments, electronically stored information, voice or data recordings, or computer tapes, disks or files of any nature), including all copies of such materials and all documentation prepared or produced in connection therewith, pertaining to the performance of your services for the Company, the business of the Company or its direct and indirect subsidiaries or corporate affiliates, or containing Confidential Information, whether made or compiled by you or furnished to you by virtue of your employment with the Company. You shall also deliver to the Company all computers, credit cards, telephones, office equipment, software, and other property the Company furnished to you by virtue of your employment with the Company. To the extent that you have electronic files or information in your possession or control that belong to the Company or contain Confidential Information (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to your termination date, or at any other time the Company requests, you shall (i) provide the Company with an electronic copy of all of such files or information (in an electronic format that readily accessible by the Company); (ii) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Company-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (iii) provide a written certification to the Company that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted. 2.3 Interpretation. The restrictions stated in Sections 2.1 and 2.2 are in addition to, and not in lieu of, protections afforded to trade secrets, confidential information, electronically stored information, and Company property under applicable state and federal laws. Nothing in these Covenants is intended to or shall be interpreted as diminishing or otherwise limiting the Company’s right under applicable law to protect its property and information. During your employment with the Company, you are authorized to use Confidential Information for the Company’s sole benefit and in connection with your job duties without obtaining the Company’s prior written approval. 2.4 Exceptions. Anything herein to the contrary notwithstanding, you shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, you shall provide the Company with prompt notice of such requirement so 2 LEGAL02/41272545v1
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that the Company may seek an appropriate protective order prior to any such required disclosure by you; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and you shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that you have made such reports or disclosures. Section III. Nonsolicitation; Noninterference. 3.1 Nonsolicitation of Customers and Suppliers. You hereby covenant and agree that you will not, during the Restricted Period, without the prior written consent of the Company, directly or indirectly, for yourself or for or on behalf of any other person or entity, solicit any business related to the Restricted Businesses from any of the Company’s customers or suppliers, including actively sought prospective customers and suppliers, with whom you had Material Contact during your employment with the Company, except to the extent such solicitation is exclusively for the Company’s benefit. 3.2 Nonsolicitation of Employees and Contractors. You hereby covenant and agree that you will not, within the Territory and during the Restricted Period, without the prior written consent of the Company, directly or indirectly, for yourself or for or on behalf of any other person or entity, recruit, solicit, or induce attempt to recruit, solicit, or induce any employee or independent contractor of the Company to terminate his/her employment or other relationship with the Company or to enter into employment or any other kind of business relationship with you or any other person or entity (whether or not such person would commit a breach of contract in so doing). 3.3 Noninterference with Relationships. You hereby covenant and agree that you will not, during the Restricted Period, without the prior written consent of the Company, directly or indirectly, for yourself or for or on behalf of any other person or entity, (i) solicit, induce, persuade, or attempt to solicit, induce, or persuade any vendor or supplier of the Company to cancel or adversely alter such vendor’s or supplier’s business relationship with the Company, or (ii) interfere or attempt to interfere with any of the Company’s business relationships with its vendors or suppliers. 3.4 Non-disparagement. You hereby covenant and agree that you will not, during the Restricted Period, disparage, denigrate, or criticize the Company, its products and services, or its officers, directors, shareholders, or employees, including but not limited to television media, print media, social media, any other forms of media or via the Internet; provided, however, that this section shall not in any way limit any of your rights that are expressly reserved in Section 2.4 above or Section XIII below, or in any way limit your ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, or as otherwise required by law. Section IV. Non-competition. You hereby covenant that you will not, during the Restricted Period, without the prior written consent of the Company, directly or indirectly, for yourself or for or on behalf of any other person or entity, (i) engage in any Restricted Activities on behalf of or for the benefit of any Prohibited Competitor; or within the Territory, (ii) engage in any portion of the Restricted 3 LEGAL02/41272545v1
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Business or provide any Restricted Activities to or for the benefit of any other person or entity which is engaged in any portion of the Restricted Business. This covenant is limited to the type of activities, products, and services that were conducted, authorized, offered or provided by You within the two years prior to the end of your employment. Section V. Ownership of Employee Developments. 5.1 Ownership of Work Product. (a) You agree to promptly report and disclose to the Company all developments, discoveries, methods, processes, designs, inventions, ideas, or improvements, conceived, made, implemented, or reduced to practice by you, whether alone or acting with others, during your period of employment by the Company, that is developed (a) on the Company’s time, or (b) while utilizing, directly or indirectly, the Company’s equipment, supplies, facilities, or Confidential Information (hereinafter collective called “Work Product”). You acknowledge and agree that all Work Product is the sole and exclusive property of the Company. You hereby assign, agree to assign, and automatically assign, without further consideration, to the Company any and all rights, title, and interest in and to all Work Product; provided, however, that this Section shall not apply to any Work Product for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on your own time, unless the Work Product (i) relates directly to the Company’s business or its actual or demonstrably anticipated research or development, or (ii) results from any work performed by you for the Company. (b) The Company, its successors and assigns, shall have the right to obtain and hold in its or their own name copyright registrations, trademark registrations, patents and any other protection available to the Work Product. 5.2 Cooperation. You agree to perform, upon the reasonable request of the Company, during or after employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including but not limited to: (1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance; (2) assisting in the preparation, prosecution, procurement, maintenance and enforcement of all copyrights and/or patents with respect to the Work Product in any countries; (3) providing testimony in connection with any proceeding affecting the right, title, or interest of the Company in any Work Product; and (4) performing any other acts deemed necessary or desirable to carry out the purposes of these Covenants. The Company shall reimburse all reasonable out-of-pocket expenses incurred by you at the Company’s request in connection with the foregoing. Section VI. Reasonable and Necessary Restrictions. 6.1 You acknowledge that during the course of your employment with the Company, you have received or will receive and have had or will have access to Confidential Information, including but not limited to confidential and secret software and hardware design and development plans and strategies; computer software; business and marketing plans, strategies, and studies; and detailed client/customer lists and information relating to the operations and business requirements of those client/customers and, accordingly, you are 4 LEGAL02/41272545v1
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willing to enter into this Appendix A in order to provide the Company with what you consider to be reasonable protections for its interests. 6.2 You acknowledge that the restrictions, prohibitions and other provisions in this Appendix A are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of the Company, and are a material inducement to the Company to employ or continue to employ you, and to grant you the Units. Section VII. Remedies. In the event of any breach or threatened breach of the Covenants by you, you acknowledge and agree that the Company would be irreparably harmed thereby and that any remedies at law would be inadequate. Accordingly, you agree that in such event, the Company shall be entitled to immediate injunctive or other equitable relief to restrain or enjoin any such breach or threatened breach in addition to all other damages, remedies, and relief to which the Company may be entitled. The parties expressly waive any requirement for a bond to be posted in conjunction with a request for a temporary, preliminary or permanent injunction. Section VIII. Severability; Modification. You and the Company agree that it is their intention that the covenants in this Appendix A be enforced in accordance with their terms to the maximum extent permitted by law. Each of the covenants in this Appendix A shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the covenants in this Appendix A be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Appendix A or such covenant. If any of the provisions of the covenants in this Appendix A should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Appendix A shall be valid and enforceable. Section IX. Governing Law; Forum. This Appendix A, the rights and obligations of the parties hereto, and any claims or disputes relating to this Appendix A or your employment with the Company shall be governed by and construed in accordance with the laws of the State of Georgia, not including the choice-of-law rules thereof. The parties agree to litigate any dispute arising under or related to this Appendix A or your employment with the Company exclusively in the state or federal courts located in Fulton County, Georgia, and waive any objection to the personal jurisdiction or venue of such courts. To the maximum extent allowed by law, the parties waive any right to a trial by jury and affirmatively state they want any dispute between them tried to a court without a jury. Notwithstanding anything to the contrary in this Section, the Company may initiate an action in any court or forum as necessary or desirable, as determined in the Company’s sole discretion, to prevent any breach or threatened breach of this Appendix A by you. 5 LEGAL02/41272545v1
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Section X. Nature of Employment. You understand and agree that nothing in this Appendix A is intended to or shall be interpreted as creating employment for a specified period of time. You further understand and agree that, unless you have a separate, written employment contract with the Company, your employment with the Company shall be employment-at-will which can be terminated at any time, without prior notice or cause, by either you or the Company. No act, statement or conduct, of any nature whatsoever, of any representative of the Company shall alter the nature of your employment unless it is in writing and signed by the Chief Executive Officer of the Company or his or her designee. Section XI. Amendment; Waiver; Assignment. No amendment, modification or discharge of these Covenants shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto. Any waiver by any party or consent by any party to any breach of or any variation from any provision of this Appendix A shall be valid only if in writing and only in the specific instance in which it is given, and such waiver or consent shall not be construed as a waiver of any subsequent breach of any other provision or as a consent with respect to any similar instance or circumstance. This Appendix A may be assigned by the Company to any parent company, subsidiary, corporate affiliate, or successor to all or any part of the Company’s business, without your consent. This Appendix A may not be assigned by you. Section XII. No Inconsistent Obligations You are not aware of any obligations, legal or otherwise, inconsistent with the terms of this Appendix A or with your undertaking employment with the Company. You will not disclose to the Company, or use on the Company’s behalf, any protected confidential information or trade secrets belonging to others. You represent and warrant that you have returned all property and protected confidential information belonging to all prior employers. Section XIII. U.S. Defend Trade Secrets Act You are hereby notified, in accordance with the Defend Trade Secrets Act of 2016, that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. You represent and warrant you have been notified by this Appendix A that if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order. Section XIV. Attorneys’ Fees and Litigation Expenses In the event that you and the Company become involved in legal action regarding the enforcement of this Appendix A and the Company is awarded any relief by the court in such 6 LEGAL02/41272545v1
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legal action, you shall reimburse the Company for all reasonable attorneys’ fees, expenses, and costs incurred by the Company in connection with such suit. 7 LEGAL02/41272545v1
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Exhibit 10.11 Name: ###PARTICIPANT_NAME### Grant Name: ###RET 2021 LTIP (3-year vest) Grant Date: ###GRANT_DATE### Number of Shares: ###TOTAL_AWARDS### 34% vest on May 8, 202X 33% vest on May 8, 202X 33% vest on May 8, 202X [annual vesting beginning in year after Grant Date] RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the terms and conditions of the Haverty Furniture Companies, Inc. 2021 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”), you were granted restricted stock units in the number of units indicated above (the “Units”). The Units are convertible, on a one-for-one basis, into shares of common stock upon vesting. The capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to them in the Plan, except as otherwise expressly provided herein. Unless vesting is accelerated in accordance with Section 1 of the Terms and Conditions, the Units will vest in accordance with the schedule indicated above, subject to your continued employment with the Company on such date. You agree as a condition of accepting the Units that: 1. You acknowledge receipt of this award made on the date shown above, which has been issued and is subject to all the terms and conditions of the Plan and the Terms and Conditions set forth in this Award Agreement. 2. You further acknowledge receipt of a copy of the Plan and agree to conform to all of the terms and conditions of the Plan and the Terms and Conditions set forth in this Award Agreement. 3. You acknowledge receipt of, and to have read, the Havertys Insider Trading Policy. Further, you acknowledge you understand and agree to comply with the procedures and requirements outlined in this policy.
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TERMS AND CONDITIONS 1. Vesting. The Units have been credited to a bookkeeping account on your behalf. The Units will vest and become non-forfeitable on the earliest to occur of the following (each, a “Vesting Date”): (a) as to all of the Units, on the Vesting Date(s) specified on the cover page hereof, subject to your continued employment on such Vesting Date(s); (b) as to all of the Units, on your Termination of Employment by reason of your death or Disability; (c) as to all of the Units, on the occurrence of a Change in Control, subject to your continued employment on such date, unless the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or (d) as to all of the Units, if the Units are assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, on your Termination of Employment without Cause within two years after the effective date of the Change in Control. If you have a Termination of Employment prior to a Vesting Date for any reason other than as described in (b) or (d) above, then you will forfeit all right, title and interest in and to the then unvested Units as of the date of such Termination of Employment and the unvested Units will be reconveyed to the Company without further consideration or any act or action by you. 2. Retirement. If you have a Termination of Employment by reason of your Retirement and you comply with the restrictive covenants included in Appendix A attached hereto (the “Restrictive Covenants”), then, the Units will continue to vest for the 3-year period following your Retirement as if you did not have a Termination of Employment. If, in the sole discretion of the Nominating, Compensation and Governance Committee of the Board (the “Committee”), you violate any provision(s) of the Restrictive Covenants during the 3-year period following your Retirement, then you will forfeit all of your right, title and interest in and to such Units as of the date of such violation, and such Units shall be reconveyed to the Company without further consideration or any act or action by you. 3. Conversion to Shares. (a) The Units that vest upon a Vesting Date will be converted to Shares on the Vesting Date. The Shares will be registered in your name as of the Vesting Date, and certificates for the Shares (or, at the option of the Company, statements of book entry notation of the Shares in your name in lieu thereof) will be delivered to you or your designee upon your request as soon as practicable after the Vesting Date, but no later than sixty (60) days following the Vesting Date. (b) Notwithstanding the foregoing, if (i) the Units constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code, (ii) the Vesting Date occurs by reason of your Termination of Employment, and (iii) you are a “specified employee” of the Company (as defined in Section 409A of the Code and applicable regulations) as of the date of your Termination of Employment, then, to the extent required by Section 409A of the Code, the Shares will be - 2 -
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delivered to you on the first day of the seventh month following the date of your Termination of Employment. 4. Dividend Equivalent Rights; Voting Rights. The Units are not entitled to any dividends or dividend equivalent rights. You will not have voting rights with respect to the Units. Upon conversion of the Units into Shares, you will obtain full voting rights and other rights as a shareholder of the Company. 5. No Right of Continued Service. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company to terminate your service at any time, nor confer upon you any right to continue to provide services to the Company. 6. Restrictions on Transfer and Pledge. The Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. 7. Restrictions on Issuance of Shares. If at any time the Committee determines, in its discretion, that registration, listing or qualification of the Shares underlying the Units upon any securities exchange or under any foreign, federal, or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the Units, the Units will not be converted to Shares in whole or in part unless and until such registration, listing, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee. 8. Payment of Taxes. The Company has the authority and the right to deduct or withhold, or require you to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including your FICA obligation) required by law to be withheld with respect to any taxable event arising in connection with the Units. The withholding requirement shall be satisfied by withholding from the settlement of the Units Shares having a Fair Market Value on the date of withholding equal to the amount required to be withheld in accordance with applicable tax requirements. 9. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Award Agreement, and this Award Agreement will be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Agreement, the provisions of the Plan will be controlling and determinative. 10. Successors. This Award Agreement will be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the Plan. 11. Severability. If any provision or portion of this Award Agreement will be or become illegal, invalid or unenforceable in whole or in part for any reason, such provision will be ineffective only to the extent of such illegality, invalidity or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Award Agreement. Upon such determination that any term or other provision is illegal, invalid, or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Award Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the agreements contemplated hereby are fulfilled to the extent possible. - 3 -
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12. Interpretation. The headings contained in this Award Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Award Agreement. The language in all parts of this Award Agreement will in all cases be construed according to its fair meaning, and not strictly for or against any party hereto. In this Award Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular and the plural include one another. 13. Notice. Notices hereunder must be in writing, delivered personally or sent by registered or certified U.S. mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to 780 Johnson Ferry Road, Suite 800, Atlanta, Georgia 30342; Attn: Secretary, or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address then currently on file with the Company, or at any other address given by you in a written notice to the Company. 14. Compensation Recoupment Policy. The Units will be subject to any compensation recoupment policy of the Company that is applicable by its terms to you and to awards of this type. 15. Applicable Law. This Award Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Georgia without giving effect to its conflicts of law principles. - 4 -
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Appendix A As a condition of your receipt of this award of Units, you agree to the covenants contained in this Appendix A. You acknowledge and agree that as a result of your employment with the Company, your knowledge of and access to Confidential Information (as defined below), and your relationships with the Company’s customers and employees, you would have an unfair competitive advantage if you were to engage in activities in violation of the Covenants. Section I. Definitions. In addition to the defined terms contained within the body of these Covenants, the following terms shall have the following meanings: 1.1 “Confidential Information” means any data or information relating to the Company and its direct and indirect subsidiaries and corporate affiliates and their respective activities, business, customers, or suppliers that is (i) disclosed to you during your employment with the Company or of which you become aware as a consequence of your employment with the Company; (ii) valuable, important, or proprietary to the Company; and (iii) not generally known to the public or to competitors of the Company. Confidential Information includes, but is not limited to, all information that is marked “confidential” or “proprietary,” trade secrets (as defined by applicable law), all information to which access is restricted, and all other information kept confidential, including information pertaining to costs, profits, markets, sales, products, product lines, key personnel, pricing policies, operational methods, customers, customer requirements, suppliers, plans for future developments, computer software (whether in source or object code), and other business affairs and methods and other information not readily available to the public. “Confidential Information” also includes combinations of information or materials which individually may be generally known outside of the Company, but for which the nature, method, or procedure for combining such information or materials is not generally known outside of the Company. In addition to data and information relating to the Company, “Confidential Information” also includes any and all data and information relating to or concerning a third party that otherwise meets the definition set forth above, that was provided or made available to the Company by such third party, and that the Company has a duty or obligation to keep confidential. 1.2 “Prohibited Competitor” means any one of the following companies or any parent or subsidiary thereof: Rooms to Go, Ashley Furniture Industries, Inc., Ethan Allan Interiors Inc., City Furniture, Living Spaces, Nebraska Furniture Mart, Bassett Furniture Industries, Inc., Bob’s Discount Furniture, Inc., Arhaus, LLC, La-Z-Boy Incorporated, or Somnigroup International, Inc. 1.3 “Restricted Activities” means the provision of sales, marketing, merchandising, buying, financial accounting, business planning, and/or management services similar to those provided by you to the Company. 1.4 “Restricted Businesses” means the business of selling furniture, home decorations, and home furnishing to consumers and business, as well as any other business conducted by the Company during the last two years of your employment with the Company. 1.5 “Restricted Period” means during the period of your employment with the Company and during the three (3) years after the date your employment with the Company ends by reasons of Retirement. LEGAL02/41272545v1
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1.6 “Territory” means the following States within the United States of America and any other geographic area in which the Company operates or for which you are responsible at the time of the termination of your employment: Alabama, Arkansas, Florida, Georgia, Indiana, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Section II. Confidential Information. 2.1 Confidential Information. You shall hold in confidence all Confidential Information and shall not disclose, publish or make use of any Confidential Information at any time without the prior written consent of the Company for as long as the information remains confidential. 2.2 Return of Materials. Upon the request of the Company and, in any event, upon the termination of your employment with the Company for any reason, you shall deliver to the Company, and not retain any copies of, all memoranda, notes, records, manuals or other documents (including, but not limited to, written instruments, electronically stored information, voice or data recordings, or computer tapes, disks or files of any nature), including all copies of such materials and all documentation prepared or produced in connection therewith, pertaining to the performance of your services for the Company, the business of the Company or its direct and indirect subsidiaries or corporate affiliates, or containing Confidential Information, whether made or compiled by you or furnished to you by virtue of your employment with the Company. You shall also deliver to the Company all computers, credit cards, telephones, office equipment, software, and other property the Company furnished to you by virtue of your employment with the Company. To the extent that you have electronic files or information in your possession or control that belong to the Company or contain Confidential Information (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud storage), on or prior to your termination date, or at any other time the Company requests, you shall (i) provide the Company with an electronic copy of all of such files or information (in an electronic format that readily accessible by the Company); (ii) after doing so, delete all such files and information, including all copies and derivatives thereof, from all non-Company-owned computers, mobile devices, electronic media, cloud storage, and other media, devices, and equipment, such that such files and information are permanently deleted and irretrievable; and (iii) provide a written certification to the Company that the required deletions have been completed and specifying the files and information deleted and the media source from which they were deleted. 2.3 Interpretation. The restrictions stated in Sections 2.1 and 2.2 are in addition to, and not in lieu of, protections afforded to trade secrets, confidential information, electronically stored information, and Company property under applicable state and federal laws. Nothing in these Covenants is intended to or shall be interpreted as diminishing or otherwise limiting the Company’s right under applicable law to protect its property and information. During your employment with the Company, you are authorized to use Confidential Information for the Company’s sole benefit and in connection with your job duties without obtaining the Company’s prior written approval. 2.4 Exceptions. Anything herein to the contrary notwithstanding, you shall not be restricted from: (i) disclosing information that is required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, you shall provide the Company with prompt notice of such requirement so 6 LEGAL02/41272545v1
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that the Company may seek an appropriate protective order prior to any such required disclosure by you; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and you shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that you have made such reports or disclosures. Section III. Nonsolicitation; Noninterference. 3.1 Nonsolicitation of Customers and Suppliers. You hereby covenant and agree that you will not, during the Restricted Period, without the prior written consent of the Company, directly or indirectly, for yourself or for or on behalf of any other person or entity, solicit any business related to the Restricted Businesses from any of the Company’s customers or suppliers, including actively sought prospective customers and suppliers, with whom you had Material Contact during your employment with the Company, except to the extent such solicitation is exclusively for the Company’s benefit. 3.2 Nonsolicitation of Employees and Contractors. You hereby covenant and agree that you will not, within the Territory and during the Restricted Period, without the prior written consent of the Company, directly or indirectly, for yourself or for or on behalf of any other person or entity, recruit, solicit, or induce attempt to recruit, solicit, or induce any employee or independent contractor of the Company to terminate his/her employment or other relationship with the Company or to enter into employment or any other kind of business relationship with you or any other person or entity (whether or not such person would commit a breach of contract in so doing). 3.3 Noninterference with Relationships. You hereby covenant and agree that you will not, during the Restricted Period, without the prior written consent of the Company, directly or indirectly, for yourself or for or on behalf of any other person or entity, (i) solicit, induce, persuade, or attempt to solicit, induce, or persuade any vendor or supplier of the Company to cancel or adversely alter such vendor’s or supplier’s business relationship with the Company, or (ii) interfere or attempt to interfere with any of the Company’s business relationships with its vendors or suppliers. 3.4 Non-disparagement. You hereby covenant and agree that you will not, during the Restricted Period, disparage, denigrate, or criticize the Company, its products and services, or its officers, directors, shareholders, or employees, including but not limited to television media, print media, social media, any other forms of media or via the Internet; provided, however, that this section shall not in any way limit any of your rights that are expressly reserved in Section 2.4 above or Section XIII below, or in any way limit your ability to provide truthful testimony or information in response to a subpoena, court order, or valid request by a government agency, or as otherwise required by law. Section IV. Non-competition. You hereby covenant that you will not, during the Restricted Period, without the prior written consent of the Company, directly or indirectly, for yourself or for or on behalf of any other person or entity, (i) engage in any Restricted Activities on behalf of or for the benefit of any Prohibited Competitor; or within the Territory, (ii) engage in any portion of the Restricted 7 LEGAL02/41272545v1
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Business or provide any Restricted Activities to or for the benefit of any other person or entity which is engaged in any portion of the Restricted Business. This covenant is limited to the type of activities, products, and services that were conducted, authorized, offered or provided by You within the two years prior to the end of your employment. Section V. Ownership of Employee Developments. 5.1 Ownership of Work Product. (a) You agree to promptly report and disclose to the Company all developments, discoveries, methods, processes, designs, inventions, ideas, or improvements, conceived, made, implemented, or reduced to practice by you, whether alone or acting with others, during your period of employment by the Company, that is developed (a) on the Company’s time, or (b) while utilizing, directly or indirectly, the Company’s equipment, supplies, facilities, or Confidential Information (hereinafter collective called “Work Product”). You acknowledge and agree that all Work Product is the sole and exclusive property of the Company. You hereby assign, agree to assign, and automatically assign, without further consideration, to the Company any and all rights, title, and interest in and to all Work Product; provided, however, that this Section shall not apply to any Work Product for which no equipment, supplies, facilities, or Confidential Information of the Company was used and which was developed entirely on your own time, unless the Work Product (i) relates directly to the Company’s business or its actual or demonstrably anticipated research or development, or (ii) results from any work performed by you for the Company. (b) The Company, its successors and assigns, shall have the right to obtain and hold in its or their own name copyright registrations, trademark registrations, patents and any other protection available to the Work Product. 5.2 Cooperation. You agree to perform, upon the reasonable request of the Company, during or after employment, such further acts as may be necessary or desirable to transfer, perfect, and defend the Company’s ownership of the Work Product, including but not limited to: (1) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance; (2) assisting in the preparation, prosecution, procurement, maintenance and enforcement of all copyrights and/or patents with respect to the Work Product in any countries; (3) providing testimony in connection with any proceeding affecting the right, title, or interest of the Company in any Work Product; and (4) performing any other acts deemed necessary or desirable to carry out the purposes of these Covenants. The Company shall reimburse all reasonable out-of-pocket expenses incurred by you at the Company’s request in connection with the foregoing. Section VI. Reasonable and Necessary Restrictions. 6.1 You acknowledge that during the course of your employment with the Company, you have received or will receive and have had or will have access to Confidential Information, including but not limited to confidential and secret software and hardware design and development plans and strategies; computer software; business and marketing plans, strategies, and studies; and detailed client/customer lists and information relating to the operations and business requirements of those client/customers and, accordingly, you are 8 LEGAL02/41272545v1
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willing to enter into this Appendix A in order to provide the Company with what you consider to be reasonable protections for its interests. 6.2 You acknowledge that the restrictions, prohibitions and other provisions in this Appendix A are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of the Company, and are a material inducement to the Company to employ or continue to employ you, and to grant you the Units. Section VII. Remedies. In the event of any breach or threatened breach of the Covenants by you, you acknowledge and agree that the Company would be irreparably harmed thereby and that any remedies at law would be inadequate. Accordingly, you agree that in such event, the Company shall be entitled to immediate injunctive or other equitable relief to restrain or enjoin any such breach or threatened breach in addition to all other damages, remedies, and relief to which the Company may be entitled. The parties expressly waive any requirement for a bond to be posted in conjunction with a request for a temporary, preliminary or permanent injunction. Section VIII. Severability; Modification. You and the Company agree that it is their intention that the covenants in this Appendix A be enforced in accordance with their terms to the maximum extent permitted by law. Each of the covenants in this Appendix A shall be considered and construed as a separate and independent covenant. Should any part or provision of any of the covenants in this Appendix A be held invalid, void, or unenforceable, such invalidity, voidness, or unenforceability shall not render invalid, void, or unenforceable any other part or provision of this Appendix A or such covenant. If any of the provisions of the covenants in this Appendix A should ever be held by a court of competent jurisdiction to exceed the scope permitted by the applicable law, such provision or provisions shall be automatically modified to such lesser scope as such court may deem just and proper for the reasonable protection of the Company’s legitimate business interests and may be enforced by the Company to that extent in the manner described above and all other provisions of this Appendix A shall be valid and enforceable. Section IX. Governing Law; Forum. This Appendix A, the rights and obligations of the parties hereto, and any claims or disputes relating to this Appendix A or your employment with the Company shall be governed by and construed in accordance with the laws of the State of Georgia, not including the choice-of-law rules thereof. The parties agree to litigate any dispute arising under or related to this Appendix A or your employment with the Company exclusively in the state or federal courts located in Fulton County, Georgia, and waive any objection to the personal jurisdiction or venue of such courts. To the maximum extent allowed by law, the parties waive any right to a trial by jury and affirmatively state they want any dispute between them tried to a court without a jury. Notwithstanding anything to the contrary in this Section, the Company may initiate an action in any court or forum as necessary or desirable, as determined in the Company’s sole discretion, to prevent any breach or threatened breach of this Appendix A by you. 9 LEGAL02/41272545v1
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Section X. Nature of Employment. You understand and agree that nothing in this Appendix A is intended to or shall be interpreted as creating employment for a specified period of time. You further understand and agree that, unless you have a separate, written employment contract with the Company, your employment with the Company shall be employment-at-will which can be terminated at any time, without prior notice or cause, by either you or the Company. No act, statement or conduct, of any nature whatsoever, of any representative of the Company shall alter the nature of your employment unless it is in writing and signed by the Chief Executive Officer of the Company or his or her designee. Section XI. Amendment; Waiver; Assignment. No amendment, modification or discharge of these Covenants shall be valid or binding unless set forth in writing and duly executed by each of the parties hereto. Any waiver by any party or consent by any party to any breach of or any variation from any provision of this Appendix A shall be valid only if in writing and only in the specific instance in which it is given, and such waiver or consent shall not be construed as a waiver of any subsequent breach of any other provision or as a consent with respect to any similar instance or circumstance. This Appendix A may be assigned by the Company to any parent company, subsidiary, corporate affiliate, or successor to all or any part of the Company’s business, without your consent. This Appendix A may not be assigned by you. Section XII. No Inconsistent Obligations You are not aware of any obligations, legal or otherwise, inconsistent with the terms of this Appendix A or with your undertaking employment with the Company. You will not disclose to the Company, or use on the Company’s behalf, any protected confidential information or trade secrets belonging to others. You represent and warrant that you have returned all property and protected confidential information belonging to all prior employers. Section XIII. U.S. Defend Trade Secrets Act You are hereby notified, in accordance with the Defend Trade Secrets Act of 2016, that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. You represent and warrant you have been notified by this Appendix A that if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order. Section XIV. Attorneys’ Fees and Litigation Expenses In the event that you and the Company become involved in legal action regarding the enforcement of this Appendix A and the Company is awarded any relief by the court in such 10 LEGAL02/41272545v1
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legal action, you shall reimburse the Company for all reasonable attorneys’ fees, expenses, and costs incurred by the Company in connection with such suit. 11 LEGAL02/41272545v1
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EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OF INCORPORATION Havertys Credit Services, Inc. Tennessee
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our reports dated February 26, 2026, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Haverty Furniture Companies, Inc. and subsidiary on Form 10-K for the year ended December 31, 2025. We consent to the incorporation by reference of said reports in the Registration Statements of Haverty Furniture Companies, Inc. and subsidiary on Forms S-8 (File No. 333-197969, 333- 258793, and 333-277775). /s/ GRANT THORNTON LLP Atlanta, Georgia February 26, 2026
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EXHIBIT 31.1 I, Steven G. Burdette, certify that: 1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2025 of Haverty Furniture Companies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 26, 2026 /s/ Steven G. Burdette Steven G. Burdette President, Chief Executive Officer, and Director
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EXHIBIT 31.2 I, Richard B. Hare, certify that: 1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2025 of Haverty Furniture Companies, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 26, 2026 /s/ Richard B. Hare Richard B. Hare Executive Vice President and Chief Financial Officer
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EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Haverty Furniture Companies, Inc. (the “Company”) on Form 10 ‑ K for the year ended December 31, 2025 (the “Report”), I, Steven G. Burdette, President, Chief Executive Officer, and Director of the Company, and I, Richard B. Hare, Executive Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: February 26, 2026 /s/ Steven G. Burdette Steven G. Burdette President, Chief Executive Officer, and Director /s/ Richard B. Hare Richard B. Hare Executive Vice President and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to Haverty Furniture Companies, Inc. and will be retained by Haverty Furniture Companies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.