Ethan Allen Interiors Inc SEC Filings

Ethan Allen Interiors Inc. furnished an 8-K announcing financial results for its fiscal 2026 first quarter, which ended September 30, 2025. The company issued a press release and furnished it as Exhibit 99.1.

The press release includes certain non-GAAP financial measures alongside reconciliations to the most comparable GAAP metrics and management’s rationale for their use. The information under Item 2.02, including Exhibit 99.1, is furnished and not deemed filed under the Exchange Act.

Ethan Allen Interiors (ETD) Chairman, President & CEO M. Farooq Kathwari reported open‑market sales on 10/15/2025 of 15,000 shares at $28.01 per share under a Rule 10b5‑1 trading plan adopted on June 10, 2025 and effective September 15, 2025.

On the same date, 175 shares were sold at $28.01 from each of four 2020 Trusts. In addition, the Irfan Kathwari Foundation sold 11,000 shares, which Mr. Kathwari is deemed to beneficially own but over which he has no reportable pecuniary interest. Following these transactions, beneficial holdings include 1,583,652 shares direct, 15,364 indirect via spouse, 8,552 indirect in a 401(k) plan, and 22,550 indirect in each of the four 2020 Trusts.

Ethan Allen Interiors Inc. will hold a virtual Annual Meeting on November 5, 2025 at www.virtualshareholdermeeting.com/ETH2025 to vote on three principal items: election of six directors, an advisory "say-on-pay" vote on named executive officer compensation, and ratification of CohnReznick LLP as independent registered public accounting firm for fiscal 2026.

Fiscal 2025 highlights reported in the proxy include operating cash flow of $61.7 million, cash/cash equivalents and investments of $196.2 million, total dividends of $50.1 million (four regular dividends of $0.39 plus a special dividend of $0.40), consolidated net sales of $614.6 million (down 4.9% year-over-year), wholesale backlog of $48.9 million (down 8.7%), consolidated gross margin of 60.5%, adjusted operating margin of 10.2% (vs 12.1% prior year), and adjusted diluted EPS of $2.04 (down from $2.49).

M. Farooq Kathwari, who serves as Chairman, President & CEO and is a director and >10% owner of Ethan Allen Interiors Inc. (ETD), reported multiple stock sales under a Rule 10b5-1 trading plan effective September 15, 2025.

The Form 4 shows he directly sold 15,000 shares at $29.37, leaving 1,598,652 shares beneficially owned directly. Additional reported indirect holdings include 15,364 shares held by spouse and 8,552 shares in a 401(k) plan. The filing also records three separate 175-share dispositions tied to 2020 trusts for beneficiaries, and the explanatory note states the Irfan Kathwari Foundation sold 11,000 shares the same day. The 10b5-1 plan was adopted June 10, 2025 and previously disclosed in the issuer's Annual Report filed August 22, 2025.

Form 144 notice for ETD (Ethan Allen Interiors, Inc.) reports a proposed sale of common stock. The filer intends to sell 80,100 shares through J.P. Morgan Securities LLC on or about 09/15/2025, with an aggregate market value reported as $2,336,517 and total shares outstanding of 25,441,838. The records show the securities were acquired mostly through RSU vesting between 2004 and 2024 and several transfers to trusts and a foundation. No securities were reported sold in the past three months. The filer affirms no undisclosed material adverse information and provides standard Rule 144 representations.

Matthew J. McNulty, Senior Vice President and Chief Financial Officer of Ethan Allen Interiors Inc. (ETD), reported two transactions on 08/29/2025 related to previously granted performance-based equity awards. A grant of 2,124 performance-based stock units that were earned vested and were issued to Mr. McNulty on that date at a reported price basis of $29.51 per share. To satisfy required tax withholding on the vested award, 894 shares were withheld, leaving Mr. McNulty with 14,524 shares beneficially owned following the issuance and 13,630 shares after the withholding transaction, as reported on the Form 4.

Amy Phillips, EVP, Retail Division of Ethan Allen Interiors Inc. (ETD), reported issuance and withholding related to performance-based stock units. On 08/29/2025 she was issued 2,786 shares that vested from performance-based stock units granted on 08/09/2022 at a fair market price of $29.51 per share. To satisfy tax withholding obligations, 973 shares were withheld at the same price, leaving Ms. Phillips with 16,057 shares beneficially owned following the transactions (the report also shows 17,030 shares immediately after issuance prior to withholding). The Form 4 was signed by an attorney-in-fact on behalf of Ms. Phillips.

M. Farooq Kathwari, Chairman, President & CEO of Ethan Allen Interiors Inc. (ETD), reported vesting and issuance of performance-based stock units on 08/29/2025. He received 45,569 shares upon vesting at a reported fair market value price of $29.51 per share. To cover required tax withholding, 44,111 shares were withheld, leaving total beneficial ownership reported as 1,657,763 shares immediately after the issuance and 1,613,652 shares after the withholding. The filing also discloses additional indirect holdings: 15,364 shares held by spouse, 8,565.25 shares in a 401(k) plan, and 91,600 shares in grandchildren's trust accounts.

Ethan Allen Interiors, Inc. (ETD) filed its annual report containing narrative disclosures about liquidity, liabilities and corporate actions. The company reported $71.9 million of revenue related to contract liabilities reported at June 30, 2024 and noted it recognized $76.1 million of revenue during fiscal 2024 from prior contract liabilities. Management expects substantially all customer deposits as of June 30, 2025 will be recognized as revenue within the next twelve months. The company had no outstanding borrowings under its $125 million revolving credit facility as of June 30, 2025 or 2024, and therefore incurred no related interest expense in those years. Prepaid commissions were $11.5 million at June 30, 2025 and are expected to be recognized in selling expense within the next twelve months. The company repurchased 2,007,364 shares under its share repurchase program and disclosed a Rule 10b5-1 plan adopted by its CEO to sell up to 320,400 shares between September 15, 2025 and September 15, 2026. The filing also discloses an increased valuation allowance on certain deferred tax assets to $1.0 million.