HVT 10-K & 10-Q changes, risk factors and insider trading

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.

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.

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.

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.

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.

Risks Related to Merchandising and Supply Chain Operations

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:

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:

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.

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.

Risks Related to Technology and Data Security

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.

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.

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.

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.

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.

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.

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.

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.

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.

•increasing sales volume,

•maintaining strong gross margins,

•implementing targeted marketing initiatives,

•improving productivity and processes, and

•adopting efficiency and cost-saving measures.

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.

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 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.

SG&A expenses are comprised of five categories:

•selling,

•occupancy,

•transportation, delivery and certain warehousing costs,

•advertising and marketing, and

•general and administrative.

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.

On February 24, 2026, the administration imposed a 10% tariff under Section 122 of the Trade Act of 1974 impacting nearly all goods imported into the United States. By law, the Section 122 tariffs may only be in place for 150 days, resulting in their expiration on July 24, 2026. On July 24, 2026, new tariffs ranging from 10% to 12.5% on imports from approximately 60 countries took effect under Section 301 of the Trade Act of 1974. These tariffs apply to goods from countries from which the Company sources its merchandise, including Vietnam.

To address refunds related to the invalidated IEEPA tariffs, on April 20, 2026, U.S. Customs and Border Protection ("CBP") launched the Consolidated Administration and Processing of Entries ("CAPE") system to process refund claims. The Company submitted refund claims for direct vendor purchases through CAPE that were received in June 2026.

We continue to actively monitor tariff developments and assess their potential impact on our business.

For the six month period ended June 30, 2026, net sales increased $21.4 million, or 5.9% compared to the prior year comparable period. Comp-store sales increased $22.0 million or 6.2%, in the first six months ended June 30, 2026 compared to the same period in 2025. Written business for the first six months of 2026 increased 9.5% and comp-store written business increased 9.6% compared to the same prior year period.

For the six months ended June 30, 2026, design consultants contributed to 35.9% of our total written business, with an average written ticket of $8,573, compared to 33.3% and an average written ticket of $7,525 for the same prior year period.

SG&A expenses as a percentage of sales for the first six months of 2026 were 58.4% compared to 59.2% for the same period in 2025, primarily due to improved leveraging of fixed and discretionary expenses on higher sales volume. SG&A expenses increased $9.9 million, or 4.6%, primarily due to increases in selling and administrative expenses. Selling expenses increased $5.5 million due to higher third-party credit costs and sales commissions, consistent with the increase in net sales. Administrative expenses increased $3.6 million due to higher salaries, performance-based incentive compensation and related benefits.

Interest Income, Net

Interest income, net of interest expense, decreased $0.6 million in the second quarter of 2026 and $0.9 million in the six months ended June 30, 2026, compared to the prior year comparable periods, primarily due to lower rates paid on cash, cash equivalents, and restricted cash equivalents.

Provision for Income Taxes

Our effective tax rate for the six months ended June 30, 2026 and 2025 was 28.5% and 32.8%, respectively. See Note I, “Income Taxes” of the Notes to Condensed Consolidated Financial Statements for further information about our income taxes.