FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SMITH CLARENCE H
  2. Issuer Name and Ticker or Trading Symbol
HAVERTY FURNITURE COMPANIES INC [HVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
780 JOHNSON FERRY RD., SUITE 800
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2024
(Street)

ATLANTA, GA 30342-
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 Stock 02/28/2024   M   37,352 A $ 0 76,213 D  
Common Stock 02/28/2024   M   6,670 A $ 0 82,883 D  
Common Stock 02/28/2024   F   18,706 D $ 33.72 64,177 D  
Common Stock               7,850 I By Georgia Limited Partnership
Common Stock               29,689 I By Spouse
Class A Common Stock               112,036 D  
Class A Common Stock               1,950 I By Spouse
Class A Common Stock               603,497 I By Villa Clare, LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
PRSUs 2023 (1) 02/28/2024   A   21,543     (1)   (1) Common Stock 21,543 $ 0 21,543 D  
PRSUs 2023.1 (2) 02/28/2024   A   2,856     (2)   (2) Common Stock 2,856 $ 0 2,856 D  
PRSUs 2021.1 (3) 02/28/2024   M     6,670   (3)   (3) Common Stock 6,670 $ 0 0 D  
PRSUs 2021 (4) 02/28/2024   M     37,352   (4)   (4) Common Stock 37,352 $ 0 0 D  
PRSUs 2022 (5)               (5)   (5) Common Stock 25,592   25,592 D  
PRSUs.1 2022 (6)               (6)   (6) Common Stock 6,237   6,237 D  
RSUs 2024 (7)               (7)   (7) Common Stock 8,469   8,469 D  
RSUs 2023 (8)               (8)   (8) Common Stock 7,715   7,715 D  
RSUs 2022 (9)               (9)   (9) Common Stock 5,262   5,262 D  
RSUs 2021 (10)               (10)   (10) Common Stock 2,201   2,201 D  
Phantom Stock $ 0               (11)   (11) Common Stock 6,007   6,007 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH CLARENCE H
780 JOHNSON FERRY RD.
SUITE 800
ATLANTA, GA 30342-
  X     Chairman & CEO  

Signatures

 Jenny H. Parker, Attorney-in-Fact   03/01/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Performance Restricted Stock Units ("PRSUs") award granted 1/26/2023. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on EBITDA for the year ended December 31, 2023, and will vest on February 28, 2026.
(2) Performance Restricted Stock Units ("PRSUs") award granted 1/26/2023. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on consolidated sales for the year ended December 31, 2023, and will vest on February 28, 2026.
(3) Performance Restricted Stock Units ("PRSUs") award granted 1/21/2021. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on consolidated sales for the year ended December 31, 2021 and will vest on February 28, 2024.
(4) Performance Restricted Stock Units ("PRSUs") award granted 1/21/2021. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on EBITDA for the year ended December 31, 2021 and will vest on February 28, 2024.
(5) Performance Restricted Stock Units ("PRSUs") award granted 1/26/2022. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on EBITDA for the year ended December 31, 2022, and will vest on February 28, 2025.
(6) Performance Restricted Stock Units ("PRSUs") award granted 1/26/2022. Each PRSU represents a contingent right to receive one share of HVT common stock and was earned based on consolidated sales for the year ended December 31, 2022, and will vest on February 28, 2025.
(7) Restricted Stock Units granted 1/25/2024 and vest ratably over 3 years beginning 5/8/2025. Each RSU is equivalent to one share of common stock upon vesting.
(8) Restricted Stock Units granted 1/26/2023 and vest ratably over 3 years beginning 5/8/2024. Each RSU is equivalent to one share of common stock upon vesting.
(9) Restricted Stock Units granted 1/26/2022 and vest ratably over 3 years beginning 5/8/2023. Each RSU is equivalent to one share of common stock upon vesting.
(10) Restricted Stock Units granted 1/21/2021 and vest ratably over 3 years beginning 5/8/2022. Each RSU is equivalent to one share of common stock upon vesting.
(11) Deferred under Directors' Deferred Compensation Plan. Settlement will occur upon the earlier to occur of (i) termination of service on the Board of Directors, or (ii) death.

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