[Form 4] La-Z-Boy Incorporated Insider Trading Activity

Rhea-AI Filing Summary

Morgan Stanley Finance LLC, guaranteed by Morgan Stanley, is marketing SPUMP40 Contingent Income Memory Buffered Auto-Callable Securities due 1 Aug 2030. The $1,000-denominated notes reference the S&P U.S. Equity Momentum 40% VT 4% Decrement Index (ticker SPUMP40).

• Contingent coupon: 11.00 % – 12.00 % p.a., paid monthly only if the index closes ≥ 75 % of the initial level on the observation date. A memory feature allows missed coupons to be caught up.
• Auto-call: From month 13 onward, the notes are automatically redeemed at par if the index closes ≥ 100 % of the initial level on any monthly determination date.
• Downside protection: 15 % buffer. At maturity investors receive par as long as the index is not below 85 % of the initial level. Below that, repayment is reduced point-for-point, exposing investors to up to an 85 % loss.
• Pricing metrics: Pricing date 28 Jul 2025; maturity 1 Aug 2030. Morgan Stanley’s estimated value is $899 per $1,000 note (≈10 % below issue price).
• Liquidity & listing: The securities will not be listed. Secondary trading is expected to be limited and at prices set by affiliates.

The preliminary pricing supplement and risk sections highlight material risks: no participation in index upside, coupon dependence on monthly barriers, early redemption risk, credit risk of Morgan Stanley, a newly created index with limited history, 4 % annual decrement drag, leverage in index construction, and uncertain U.S. tax treatment.

Positive

• 11–12 % annual contingent coupon offers substantially higher headline yield than traditional fixed-income alternatives.
• Monthly memory feature can recover previously missed coupons if the barrier is later satisfied.
• 15 % downside buffer provides partial protection against moderate index declines.
• Monthly auto-call mechanism could return principal early, shortening effective maturity and realizing yield quickly.
• Full principal repayment at par if the index is at or above initial level at any auto-call date or maturity.

Negative

• Estimated value is $899, implying about a 10 % structuring/issuance premium paid by investors.
• No upside participation; returns are capped at coupons and par value even if the index soars.
• Capital loss beyond-15 % buffer exposes investors to up to an 85 % loss of principal.
• Unlisted security with potentially illiquid and discounted secondary trading.
• Credit risk to Morgan Stanley; payment depends on issuer and guarantor solvency.
• Underlying index launched in 2022 with limited live history and a 4 % decrement that drags performance.

Insights

Structured Products Analyst

TL;DR Attractive double-digit coupon, but 10 % issue premium, limited upside, and 15 % buffer leave risk/return profile balanced.

The 11–12 % contingent coupon looks compelling relative to money-market and investment-grade yields, especially with monthly compounding and a memory feature. However, payments require the SPUMP40 index to remain above 75 % of its start level; investors receive nothing in weak markets. Early auto-call at par caps returns and shortens duration. Downside exposure after a modest 15 % buffer means material capital loss potential if the index declines sharply; note the table shows a $550 payout at –60 %. Estimated value of $899 implies roughly 101 bp p.a. of embedded fees and hedging cost, reducing economic value. Credit exposure to Morgan Stanley and the note’s lack of exchange listing further weaken liquidity. Overall, risk and reward appear roughly in equilibrium—suited only to investors comfortable with equity downside and issuer credit risk.

Portfolio Manager

TL;DR Product is niche yield enhancer; complexity, low secondary liquidity, and new index increase portfolio risk.

From an allocation perspective, these securities function as a high-yield substitute funded by equity risk. The SPUMP40 index is young (incepted 2022) and structurally leveraged with a 4 % decrement drag; back-testing is limited, undermining confidence in barrier resilience. Monthly auto-call could terminate exposure quickly, delivering only limited coupon accrual while leaving reinvestment risk. Conversely, a protracted drawdown below –15 % converts the note into a buffered equity position with capped recovery. With no listing, exit pricing will depend on Morgan Stanley’s bid—often wide in stressed markets. Given the 10 % premium over fair value and tax uncertainty, I view the instrument as opportunistic rather than core, appropriate only for sophisticated investors who actively monitor structured exposures.

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^*

Reeder Rebecca M

(Last) (First) (Middle)

1 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres., Retail LZB Furn. Gall.

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		F		1,333	D	$37.54	35,428	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	06/30/2025
	** 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

What is the coupon rate on Morgan Stanley's SPUMP40 contingent income securities?

The securities offer a contingent coupon of 11.00 %–12.00 % per annum, payable monthly when the index closes at or above 75 % of its initial level.

When can the MS SPUMP40 notes be automatically redeemed?

Starting 12 months after issuance, the notes auto-redeem at par on any monthly determination date if the index is ≥ 100 % of the initial level.

How much downside protection do the Morgan Stanley buffered securities provide?

They include a 15 % buffer; if the index falls more than 15 % at maturity, repayment is reduced point-for-point below 85 %.

What is the estimated value versus issue price of these MS structured notes?

Morgan Stanley estimates the value at $899 per $1,000 note, about 10 % below the issue price.

Will the SPUMP40 contingent income securities trade on an exchange?

No. The notes will not be listed; any secondary trading will occur over-the-counter and may be limited.

What are the key risks associated with the SPUMP40 index itself?

Risks include its recent 2022 launch, a 4 % annual decrement drag, significant leverage, and limited historical performance data.