| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $5.00 per share |
| (b) | Name of Issuer:
BASSETT FURNITURE INDUSTRIES INC |
| (c) | Address of Issuer's Principal Executive Offices:
3525 Fairystone Park Highway, Bassett,
VIRGINIA
, 24055. |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment") supplements and amends the Schedule 13D filed with the Securities and Exchange Commission on May 6, 2024 by Auto Services Company, Inc., an Arkansas corporation ("ASC"), ASC Holding Company, Inc., an Arkansas corporation ("ASC Holding"), and Bradley L. Hasselwander, an individual ("Hasselwander"), as amended by Amendment No. 1 to Schedule 13D filed by ASC, ASC Holding and Hasselwander on June 18, 2024 and Amendment No. 2 to Schedule 13D filed by ASC, ASC Holding and Hasselwander on June 28, 2024 (as amended, the "Schedule 13D"). Each of the foregoing is referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." This Amendment relates to the Common Stock, par value $5.00 per share (the "Common Stock"), of Bassett Furniture Industries, Incorporated, a Virginia corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3525 Fairystone Park Highway, Bassett, Virginia 24055.
All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as amended and supplemented by this Amendment, the Schedule 13D is unmodified. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:
On October 26, 2026, ASC and the Issuer entered into a Share Repurchase Agreement (the "Repurchase Agreement"), pursuant to which ASC agreed to sell, and the Issuer agreed to repurchase, 300,000 shares of Common Stock (the "Repurchased Shares") in a privately negotiated transaction (the "Repurchase"). Pursuant to the Repurchase Agreement, the purchase price per Repurchased Share is equal to the Nasdaq Official Closing Price of the Common Stock on October 26, 2026 of $22.27, less a discount of one percent (1%), or $22.0473 per share, for an aggregate purchase price of $6,614,190.00. The Repurchase Agreement contains customary representations, warranties and covenants of ASC and the Issuer, and provides that the representations and warranties survive the closing for twelve (12) months.
The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, a copy of which is filed as Exhibit 2 hereto and is incorporated herein by reference.
ASC entered into the Repurchase Agreement in order to dispose of a portion of its position in the Common Stock in a privately negotiated transaction. Following the closing of the Repurchase, if consummated, the Reporting Persons will hold the remaining shares of Common Stock reported herein for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending on market conditions, the price and availability of shares of Common Stock, the Issuer's business and prospects and other factors, may acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in any manner permitted by law. Except as set forth herein, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the matters described in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons may formulate such plans or proposals in the future, subject to applicable law. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) and (b) The information relating to the beneficial ownership of Common Stock by the Reporting Persons set forth in Rows 7 through 13 of each cover page hereto is incorporated by reference. As of the date of this Amendment, ASC is the beneficial owner of 756,317 shares of Common Stock, constituting approximately 8.74% of outstanding Common Stock, which includes the Repurchased Shares that remain subject to the Repurchase Agreement. Because it is the parent holding company of ASC, ASC Holding may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of all shares beneficially owned by ASC. Because he is the controlling stockholder of ASC Holding, Bradley L. Hasselwander may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of all shares beneficially owned by ASC. The information required by Item 2 with respect to each person with whom such power is shared is set forth in Item 2 of the Schedule 13D and is incorporated herein by reference. None of the Reporting Persons has the right to acquire any additional shares of Common Stock. The foregoing ownership percentages are calculated based on 8,651,361 shares of Common Stock of the Issuer issued and outstanding as of September 24, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended August 29, 2026 filed with the Securities and Exchange Commission on September 30, 2026.
None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) of the Schedule 13D beneficially owns any other securities of the Issuer. |
| (b) | (a) and (b) The information relating to the beneficial ownership of Common Stock by the Reporting Persons set forth in Rows 7 through 13 of each cover page hereto is incorporated by reference. As of the date of this Amendment, ASC is the beneficial owner of 756,317 shares of Common Stock, constituting approximately 8.74% of outstanding Common Stock, which includes the Repurchased Shares that remain subject to the Repurchase Agreement. Because it is the parent holding company of ASC, ASC Holding may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of all shares beneficially owned by ASC. Because he is the controlling stockholder of ASC Holding, Bradley L. Hasselwander may be deemed to have the shared power to vote or direct the vote, and the shared power to dispose or direct the disposition, of all shares beneficially owned by ASC. The information required by Item 2 with respect to each person with whom such power is shared is set forth in Item 2 of the Schedule 13D and is incorporated herein by reference. None of the Reporting Persons has the right to acquire any additional shares of Common Stock. The foregoing ownership percentages are calculated based on 8,651,361 shares of Common Stock of the Issuer issued and outstanding as of September 24, 2026, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended August 29, 2026 filed with the Securities and Exchange Commission on September 30, 2026.
None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) of the Schedule 13D beneficially owns any other securities of the Issuer. |
| (c) | (c) Except for the contemplated Repurchase described in Item 4, which is incorporated herein by reference, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days. |
| (d) | (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, any of the Common Stock beneficially owned by the Reporting Persons. |
| (e) | (e) Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Schedule 13D is hereby amended and supplemented to add the following: The information set forth in Item 4 of this Amendment with respect to the Repurchase Agreement is incorporated herein by reference. A copy of the Repurchase Agreement is filed as Exhibit 2 hereto. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to their knowledge, any of the persons listed in Item 2, or between such persons and any other person, with respect to any securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibits:
Exhibit 1: Joint Filing Agreement, dated as of October 28, 2026, by and among the Reporting Persons (filed herewith).
Exhibit 2: Share Repurchase Agreement, dated as of October 26, 2026, by and between Auto Services Company, Inc. and Bassett Furniture Industries, Incorporated (filed herewith). Certain personal information has been redacted from Exhibit 2 pursuant to Item 601(a)(6) of Regulation S-K. |
