LZB Insider Filing: Whittington Stake Jumps 38% Despite Tax Sale

Rhea-AI Filing Summary

La-Z-Boy (NYSE:LZB) filed a Form 4 on 2025-06-26 detailing equity activity by President & CEO Melinda D. Whittington.

• 145,873 common shares acquired at $0 on 6/23/25 via equity-award vesting.
• 39,573 shares disposed (Code F) at $38.14-$38.26 to cover taxes; cash value ≈$1.5 million.
• Net increase: 106,300 shares; total direct holdings now 326,350 shares, ~38% higher than pre-vesting level.
• No open-market purchases or sales; Rule 10b5-1 box not checked.

The tax-related sale surpasses both the $1 million and 5 % materiality thresholds, making the insider activity noteworthy for investors monitoring management alignment.

Positive

• CEO’s direct ownership increased by 106,300 shares, a ~38 % rise, aligning management interests with shareholders.

Negative

• Automatic tax sale of 39,573 shares valued at ≈$1.5 million represents a >5 % reduction of prior holdings, though non-discretionary.

Insights

Insider Transactions Analyst

TL;DR – Net 106k-share gain; tax sale routine, alignment intact.

The grant-driven addition of 145.9 k shares materially raises the CEO’s stake, reinforcing shareholder alignment. The 39.6 k-share disposition, though >$1.5 m, is clearly coded “F,” indicating automatic share withholding for tax obligations rather than discretionary selling. Absence of a 10b5-1 plan and no open-market buying limits the bullish signal; nonetheless, the 38 % increase in ownership suggests confidence in long-term value. Liquidity impact on float is negligible given La-Z-Boy’s market cap. Overall, the filing is informative but not a directional catalyst.

Corporate Governance Expert

TL;DR – Vesting boosts ownership; no governance red flags.

The transaction pattern—zero-priced vesting paired with tax withholding—is standard for executive compensation plans. Beneficial ownership now exceeds 320 k shares, positioning the CEO among top aligned insiders, which proxy advisors typically view favorably. Lack of derivative activity and the absence of a 10b5-1 framework mean forthcoming trades will require heightened scrutiny, but today’s disclosure poses no governance concern. From a stewardship lens, the net accumulation outweighs the mechanical sale, keeping the impact neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Whittington Melinda D

(Last) (First) (Middle)

ONE LA-Z-BOY DRIVE

(Street)

MONROE MI 48162

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LA-Z-BOY INC [ LZB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/23/2025		A		57,096	A	$0	277,146	D
Common Shares	06/23/2025		F		4,500	D	$38.26	272,646	D
Common Shares	06/23/2025		F		1,844	D	$38.26	270,802	D
Common Shares	06/23/2025		A		13,767	A	$0	284,569	D
Common Shares	06/23/2025		F		5,409	D	$38.26	279,160	D
Common Shares	06/23/2025		A		51,454	A	$0	330,614	D
Common Shares	06/23/2025		F		22,434	D	$38.26	308,180	D
Common Shares	06/23/2025		A		14,007	A	$0	322,187	D
Common Shares	06/23/2025		A		9,549	A	$0	331,736	D
Common Shares	06/24/2025		F		5,386	D	$38.14	326,350	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/ Uzma Ahmad, Attorney-in-Fact	06/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many La-Z-Boy (LZB) shares did CEO Melinda Whittington acquire on 6/23/2025?

She acquired 145,873 common shares at $0 through equity-award vesting.

What was the value of shares sold or withheld for taxes in the Form 4?

39,573 shares were disposed at $38.14-$38.26, worth roughly $1.5 million.

What is the CEO’s total beneficial ownership after the reported transactions?

The Form 4 reports 326,350 directly held shares of LZB.

Did the LZB CEO trade under a Rule 10b5-1 plan?

No; the 10b5-1 checkbox was left unchecked in the filing.

What is the net change in CEO Melinda Whittington’s holdings according to the June 2025 Form 4?

Her holdings increased by 106,300 shares, a gain of approximately 38 %.

Were any derivative securities involved in the June 2025 Form 4?

No derivative security transactions were reported in Table II.