[8-K] Bassett Furniture Industries I Reports Material Event

Rhea-AI Filing Summary

On 16 July 2025, Bassett Furniture Industries (NASDAQ: BSET) filed an 8-K disclosing a governance change. The Board adopted an amendment to Article III, Section 2 of the Company’s Amended & Restated By-Laws, replacing the previously fixed board size of eight directors with a flexible range of 7 to 10 directors. Immediately following approval, the Board set the current size at nine. No financial results, transactions, or earnings guidance were included in the filing. The full text of the revised By-Laws is provided as Exhibit 3.1; the Cover Page Interactive Data File is filed as Exhibit 104.

Positive

• Greater board flexibility may enable Bassett to add directors with specialized skills, supporting strategic initiatives.

Negative

• Potential dilution of shareholder influence if additional seats entrench current management rather than add independent expertise.

Insights

Corporate Governance Analyst

TL;DR: Board size changed to 7-10 seats; flexibility offers strategic recruiting but minor direct valuation impact.

The amendment moves Bassett from a fixed eight-member board to a range, allowing the company to recruit skills aligned with evolving strategy—e.g., e-commerce or supply-chain expertise—without another shareholder vote. Setting the board at nine immediately signals one additional director will be appointed or has already been selected. This is routine governance house-keeping; no poison-pill provisions or classified-board language were introduced, so investor rights remain intact.

Portfolio Manager

TL;DR: Governance tweak; negligible earnings effect—monitor for new director profile.

The filing lacks financial data; therefore, it has no direct impact on short-term valuation. However, expanding the board could improve oversight if the new seat is filled by an industry veteran, or dilute accountability if it’s used to entrench existing leadership. Overall, the event is non-material to model assumptions but worth noting for ESG scoring.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 16, 2025

BASSETT FURNITURE INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

Virginia		000-00209		54-0135270
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

3525 Fairystone Park Highway Bassett, Virginia		24055
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (276) 629-6000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Trading Symbol		Name of exchange on which registered
	Common Stock ($5.00 par value)		BSET		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) Amendment to Bylaws:

On and effective July 16, 2025, the Board of Directors (the “Board”) of Bassett Furniture Industries, Incorporated (the “Company”) approved an amendment to the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”). The amendment amends a provision in Article III, Section 2 of the Company’s By-laws that had set the number of directors at eight to provide for a range in the number of Directors to serve of no fewer than seven (7) and no more than ten (10). The Board also fixed the number of Directors at nine for the current Board. 

The foregoing description of the amendment to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached as Exhibit 3.1 and is incorporated by reference in this Item 5.03.

Item 9.01(d).  Exhibits

Exhibit No.

3.1 By-Laws of Bassett Furniture Industries, Incorporated, amended as of July 16, 2025.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BASSETT FURNITURE INDUSTRIES, INCORPORATED
Date: July 22, 2025	By:	/s/  J. Michael Daniel
	J. Michael Daniel
	Title:       Senior Vice President - Chief Financial Officer

FAQ

What bylaw change did Bassett Furniture (BSET) report on 16 July 2025?

The Board replaced a fixed eight-director limit with a range of 7–10 directors.

How many directors will now serve on Bassett’s board?

The Board has set the current size at nine directors.

Does the 8-K include any financial or earnings information?

No. The filing is limited to the bylaw amendment; it contains no financial results or guidance.

Where can investors read the full text of the amended bylaws?

The amended By-Laws are filed as Exhibit 3.1 to the 8-K.