[10-Q] ETHAN ALLEN INTERIORS INC Quarterly Earnings Report

Rhea-AI Filing Summary

Ethan Allen Interiors (ETD) reported Q1 fiscal 2026 results, with net sales of $146.984 million and diluted EPS of $0.41 for the three months ended September 30, 2025. Operating income was $10.0 million, down from $17.6 million a year ago, while gross margin improved to 61.4% from 60.8%.

Retail written orders rose 5.2%, but wholesale written orders fell 7.1%, reflecting softer contract business. The company ended the quarter with $193.7 million in total cash, cash equivalents and investments and no outstanding debt. Operating cash flow was $16.8 million, up from $15.1 million.

SG&A increased 4.8% as marketing spend rose and fixed costs deleveraged on lower delivered sales. Wholesale net sales ticked up 1.1% on intercompany shipments and pricing, while retail net sales declined 3.2% on lower delivered volume despite a higher average ticket and more designer floor sample sales. The company paid a regular quarterly dividend of $0.39 per share and a special dividend of $0.25 per share during the quarter.

Insights

Equity analyst, consumer & retail

Mixed quarter: margins held, earnings down, balance sheet strong.

ETD delivered net sales of $146.984M and diluted EPS of $0.41 for the quarter ended September 30, 2025. Gross margin improved to 61.4%, helped by sales mix, lower input costs, and selective price increases. Operating income declined to $10.0M as SG&A rose 4.8% and lower delivered volume reduced operating leverage.

Demand indicators were mixed: retail written orders increased 5.2%, while wholesale written orders decreased 7.1% on softer contract business, and wholesale backlog was $53.5M. Cash generation remained solid with operating cash flow of $16.8M, and the company ended with $193.7M in cash and investments and no debt.

Key dependencies include promotional intensity, inbound freight and tariff costs, and the balance between retail mix and contract sales. Subsequent filings may provide additional color on order trends and marketing spend cadence.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 1-11692

Ethan Allen Interiors Inc.

(Exact name of registrant as specified in its charter)

Delaware		06-1275288
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

25 Lake Avenue Ext., Danbury, Connecticut		06811-5286
(Address of principal executive offices)		(Zip Code)

(203) 743-8000

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		ETD		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ☒ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   ☒ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer           ☒	Accelerated filer                    ☐
Non-accelerated filer             ☐	Smaller reporting company  ☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   ☐ Yes   ☒ No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of October 22, 2025, was 25,446,339.

ETHAN ALLEN INTERIORS INC.

FORM 10-Q FIRST QUARTER OF FISCAL 2026

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	2
CONSOLIDATED BALANCE SHEETS	2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)	3
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)	5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Mine Safety Disclosures	31
Item 5. Other Information	31
Item 6. Exhibits	32
SIGNATURES	33

1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

		September 30, 2025				June 30, 2025
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	73,648			$	76,178
Investments, short-term			49,985				59,955
Accounts receivable, net			5,692				6,066
Inventories, net			139,921				140,893
Prepaid expenses and other current assets			30,094				26,841
Total current assets			299,340				309,933
Property, plant and equipment, net			208,458				210,238
Goodwill			25,388				25,388
Intangible assets			19,740				19,740
Operating lease right-of-use assets			111,585				109,173
Deferred income taxes			364				369
Investments, long-term			70,045				60,030
Other assets			2,186				2,228
TOTAL ASSETS		$	737,106			$	737,099
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses		$	25,303			$	22,137
Customer deposits			77,171				75,068
Accrued compensation and benefits			21,153				23,625
Current operating lease liabilities			26,873				27,403
Other current liabilities			7,044				4,618
Total current liabilities			157,544				152,851
Operating lease liabilities, long-term			98,494				96,263
Deferred income taxes			2,178				2,054
Other long-term liabilities			3,501				3,662
TOTAL LIABILITIES			261,717				254,830
Commitments and contingencies (see Note 18)
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value; 1,055 shares authorized; none issued			-				-
Common stock, $0.01 par value, 150,000 shares authorized, 49,717 and 49,640 shares issued; 25,446 and 25,432 shares outstanding at September 30, 2025 and June 30, 2025, respectively			497				496
Additional paid-in capital			389,965				389,672
Treasury stock, at cost: 24,271 and 24,208 shares at September 30, 2025 and June 30, 2025, respectively			(688,849	)			(687,003	)
Retained earnings			778,966				784,878
Accumulated other comprehensive loss			(5,103	)			(5,688	)
Total Ethan Allen Interiors Inc. shareholders' equity			475,476				482,355
Noncontrolling interests			(87	)			(86	)
TOTAL SHAREHOLDERS' EQUITY			475,389				482,269
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	737,106			$	737,099

See accompanying notes to consolidated financial statements.

2

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In thousands, except per share data)

		Three months ended
		September 30,
		2025				2024
Net sales		$	146,984			$	154,337
Cost of sales			56,786				60,468
Gross profit			90,198				93,869
Selling, general and administrative expenses			79,697				76,072
Restructuring and other charges, net of gains			534				232
Operating income			9,967				17,565
Interest and other income, net			4,098				2,198
Interest and other financing costs			59				60
Income before income taxes			14,006				19,703
Income tax expense			3,555				4,984
Net income		$	10,451			$	14,719
Per share data
Basic earnings per common share
Net income per basic share		$	0.41			$	0.58
Basic weighted average common shares			25,565				25,547
Diluted earnings per common share
Net income per diluted share		$	0.41			$	0.57
Diluted weighted average common shares			25,619				25,618
Comprehensive income
Net income		$	10,451			$	14,719
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			493				(1,583	)
Other			91				615
Other comprehensive income (loss), net of tax			584				(968	)
Comprehensive income		$	11,035			$	13,751

See accompanying notes to consolidated financial statements.

3

ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

		Three months ended
		September 30,
Cash Flows from Operating Activities		2025				2024
Net income		$	10,451			$	14,719
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization			3,844				3,872
Share-based compensation expense			293				375
Non-cash operating lease cost			8,367				8,118
Deferred income taxes			129				(213	)
Restructuring and other charges, net of gains			534				232
Payments on restructuring and other charges, net of proceeds			(593	)			(134	)
Loss on disposal of property, plant and equipment			3				1
Other			250				(260	)
Changes in operating assets and liabilities:
Accounts receivable, net			374				(89	)
Inventories, net			972				(1,289	)
Prepaid expenses and other current assets			(3,179	)			(4,845	)
Customer deposits			2,103				583
Accounts payable and accrued expenses			2,118				(370	)
Accrued compensation and benefits			(2,472	)			(1,180	)
Operating lease liabilities			(8,716	)			(8,466	)
Other assets and liabilities			2,354				4,026
Net cash provided by operating activities			16,832				15,080
Cash Flows from Investing Activities
Capital expenditures			(2,404	)			(3,589	)
Purchases of investments			(9,997	)			(25,247	)
Proceeds from sales of investments			9,947				26,058
Proceeds from insurance recoveries			1,352				-
Net cash used in investing activities			(1,102	)			(2,778	)
Cash Flows from Financing Activities
Payment of cash dividends			(16,363	)			(20,184	)
Taxes paid related to net share settlement of equity awards			(1,846	)			(2,207	)
Payments on financing leases			(90	)			(85	)
Net cash used in financing activities			(18,299	)			(22,476	)
Effect of exchange rate changes on cash and cash equivalents			46				(211	)
Net decrease in cash, cash equivalents and restricted cash			(2,523	)			(10,385	)
Cash, cash equivalents and restricted cash at beginning of period			76,955				70,216
Cash, cash equivalents and restricted cash at end of period		$	74,432			$	59,831

See accompanying notes to consolidated financial statements.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(In thousands)

																						Accumulated
										Additional												Other								Non-
		Common Stock								Paid-in				Treasury Stock								Comprehensive				Retained				Controlling				Total
		Shares				Par Value				Capital				Shares				Amount				Loss				Earnings				Interests				Equity
Balance at June 30, 2025			49,640			$	496			$	389,672				24,208			$	(687,003	)		$	(5,688	)		$	784,878			$	(86	)		$	482,269
Net income			-				-				-				-				-				-				10,451				-				10,451
Share-based compensation expense			-				-				293				-				-				-				-				-				293
Restricted and performance stock unit vesting			77				1				-				63				(1,846	)			-				-				-				(1,845	)
Cash dividends declared and paid			-				-				-				-				-				-				(16,363	)			-				(16,363	)
Other comprehensive income (loss)			-				-				-				-				-				585				-				(1	)			584
Balance at September 30, 2025			49,717			$	497			$	389,965				24,271			$	(688,849	)		$	(5,103	)		$	778,966			$	(87	)		$	475,389

																						Accumulated
										Additional												Other								Non-
		Common Stock								Paid-in				Treasury Stock								Comprehensive				Retained				Controlling				Total
		Shares				Par Value				Capital				Shares				Amount				Loss				Earnings				Interests				Equity
Balance at June 30, 2024			49,550			$	495			$	388,104				24,138			$	(684,796	)		$	(4,189	)		$	783,366			$	(64	)		$	482,916
Net income			-				-				-				-				-				-				14,719				-				14,719
Share-based compensation expense			-				-				375				-				-				-				-				-				375
Restricted and performance stock unit vesting			88				1				(1	)			70				(2,207	)			-				-				-				(2,207	)
Cash dividends declared and paid			-				-				-				-				-				-				(20,184	)			-				(20,184	)
Other comprehensive income (loss)			-				-				-				-				-				(958	)			-				(10	)			(968	)
Balance at September 30, 2024			49,638			$	496			$	388,478				24,208			$	(687,003	)		$	(5,147	)		$	777,901			$	(74	)		$	474,651

See accompanying notes to consolidated financial statements.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1) Organization and Nature of Business

Ethan Allen Interiors Inc., through its wholly owned subsidiary, Ethan Allen Global, Inc., and Ethan Allen Global, Inc.’s subsidiaries (collectively, “we,” “us,” “our,” “Ethan Allen” or the “Company”), is a Delaware corporation and leading interior design company, manufacturer and retailer in the home furnishings marketplace. We are a global luxury home fashion brand that is vertically integrated from product design through home delivery, which offers our customers stylish product offerings, artisanal quality, and personalized service. We are known for the quality and craftsmanship of our products as well as for the exceptional personal service from design to delivery, and for our commitment to social responsibility and sustainable operations. Our strong network of entrepreneurial leaders and interior designers provide complimentary interior design service to our clients and sell a full range of home furnishings through a retail network of design centers located throughout the U.S. and abroad as well as online at ethanallen.com.

Ethan Allen design centers represent a mix of locations operated by independent licensees and Company-operated locations. At September 30, 2025, there were 143 Company-operated retail design centers with 138 located in the U.S. and 5 in Canada. We also have 45 independently owned and operated Ethan Allen design centers located in the U.S., Asia, the Middle East and Europe.

We manufacture approximately 75% of our furniture in our North American manufacturing plants and have been recognized for product quality and craftsmanship since we were founded in 1932. At September 30, 2025 we own and operate eleven manufacturing facilities, including four manufacturing plants, one sawmill, one rough mill and one kiln dry lumberyard in the U.S., three manufacturing plants in Mexico and one manufacturing plant in Honduras. We also partner with various suppliers located in Europe, Asia, and other countries to import products that support our business.

(2) Interim Basis of Presentation

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Our consolidated financial statements also include the accounts of an entity in which we are a majority shareholder with the power to direct the activities that most significantly impact the entity’s performance. Noncontrolling interest amounts in the entity are immaterial and included in the consolidated statements of comprehensive income within Interest and other income, net. All intercompany activity and balances, including any related profit on intercompany sales, have been eliminated from the consolidated financial statements.

The interim consolidated financial statements were prepared on a basis consistent with those reflected in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “2025 Annual Report on Form 10-K”) but do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”). We derived the June 30, 2025 consolidated balance sheet from our audited financial statements included in our 2025 Annual Report on Form 10-K. In our opinion, all adjustments, consisting only of normal recurring adjustments necessary for fair presentation, have been included in the consolidated financial statements. The results of operations for the three months ended September 30, 2025 are not necessarily indicative of results that may be expected for the entire fiscal year.

Use of Estimates

We prepare our consolidated financial statements in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of net sales and expenses during the reporting period. Due to the inherent uncertainty involved in making those estimates, actual results could differ from those estimates. Areas in which significant estimates have been made include, but are not limited to, goodwill and indefinite-lived intangible asset impairment analyses, recoverability and useful lives for property, plant and equipment, inventory obsolescence, tax valuation allowances, the evaluation of uncertain tax positions and business insurance reserves.

Restricted Cash

We present restricted cash as a component of total cash and cash equivalents on our consolidated statements of cash flows and within Other assets on our consolidated balance sheets. At both September 30, 2025 and June 30, 2025, we held $0.8 million of restricted cash related to our insurance captive.

We have evaluated subsequent events through the date of issuance of the consolidated financial statements included in this Quarterly Report on Form 10-Q.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(3) Recent Accounting Pronouncements

The Company evaluates all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) for consideration of their applicability to our consolidated financial statements.

Recently Adopted Accounting Standards or Updates

Segment Reporting. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires all public entities to provide enhanced disclosures about significant segment expenses. The Company adopted ASU 2023-07 for the fiscal year ended June 30, 2025. We adopted this guidance on a retrospective basis, which modified our annual disclosures beginning in fiscal 2025 and our interim disclosures beginning in fiscal 2026 but did not have a material effect on our financial position, results of operations or cash flows. Refer to Note 17, Segment Information, in the accompanying notes to the consolidated statements for further detail.

Recent Accounting Standards or Updates Not Yet Adopted

Income Taxes. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax disclosures. This ASU will be effective for our annual financial statements starting in fiscal 2026 and interim periods beginning in the first quarter of fiscal 2027, with early adoption permitted. We are currently evaluating the impact of this accounting standard, but do not expect it to have a material impact on our income tax disclosures.

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires disaggregation of certain income statement expense captions into specified categories to be disclosed within the notes to the financial statements but does not change the expense captions on the income statement. The amendments in this ASU are to be applied prospectively, although retrospective application is permitted, and is effective for our annual financial statements starting in fiscal 2028 and interim periods starting in fiscal 2029, with early adoption permitted. We are currently evaluating the impact that this accounting standard will have on our disclosures in the notes to the consolidated financial statements.

No other new accounting pronouncements issued or effective as of September 30, 2025 have had or are expected to have a material impact on our consolidated financial statements or related disclosures.

(4) Revenue Recognition

Our reported revenue (net sales) consists substantially of product sales. We report product sales net of discounts and recognize them at the point in time when control transfers to the customer. For sales to our customers in our wholesale segment, control typically transfers when the product is shipped. The majority of our shipping agreements are freight-on-board shipping point and risk of loss transfers to our wholesale customer once the product is out of our control. Accordingly, revenue is recognized for product shipments on third-party carriers at the point in time that our product is loaded onto the third-party container or truck. For sales in our retail segment, control generally transfers upon delivery to the customer. We recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. As our contracts typically are less than one year in length and do not have significant financing components, we have not adjusted consideration.

Shipping and Handling. Our practice has been to sell our products at the same delivered cost to all retailers and customers nationwide, regardless of shipping point. Costs incurred by the Company to deliver finished goods are expensed and recorded in selling, general and administrative (“SG&A”) expenses. We recognize shipping and handling expense as fulfillment activities (rather than as a promised good or service) when the activities are performed even if those activities are performed after the control of the good has been transferred. Accordingly, we record the expenses for shipping and handling activities at the same time we recognize net sales.

Sales Taxes. We exclude from the measurement of the transaction price all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales tax collected is not recognized as revenue but is included in Accounts payable and accrued expenses on the consolidated balance sheets as it is ultimately remitted to governmental authorities.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Returns and Allowances. Estimated refunds for returns and allowances are based on our historical return patterns. We record these estimated sales refunds on a gross basis rather than on a net basis and have recorded an asset for product we expect to receive back from customers in Prepaid expenses and other current assets and a corresponding refund liability in Other current liabilities on our consolidated balance sheets. At September 30, 2025 and June 30, 2025, these amounts were immaterial.

Allowance for Credit Losses. Accounts receivable arise from the sale of products on trade credit terms and presented net of our allowances for credit losses. We maintain an allowance for estimated credit losses resulting from the inability of our customers to make required payments. The allowance is based on a review of specifically identified accounts in addition to an overall aging analysis. At September 30, 2025 and June 30, 2025, the allowance for credit losses was immaterial.

Commissions. We capitalize commission fees paid to our employees as contract assets within Prepaid expenses and other current assets on our consolidated balance sheets. These prepaid commissions are subsequently recognized as a selling expense upon delivery (when we have transferred control of our product to our customer). We had prepaid commissions of $12.2 million at September 30, 2025, $11.5 million at June 30, 2025, and $11.5 million at June 30, 2024. We expect to recognize the $12.2 million of prepaid commissions at September 30, 2025 as a selling expense in the next 12 months within our consolidated statements of comprehensive income.

Customer Deposits. We collect deposits from customers on a portion of the total purchase price at the time a written order is placed, but before we have transferred control of our product to our customers, resulting in contract liabilities. These customer deposits are reported as a current liability in Customer deposits on our consolidated balance sheets. We had customer deposits of $77.2 million at September 30, 2025, $75.1 million at June 30, 2025, and $73.5 million at June 30, 2024. We reduce the contract liability when we recognize revenue. During the three months ended September 30, 2025, we recognized $56.3 million of revenue related to our contract liabilities reported at June 30, 2025. During the three months ended September 30, 2024, we recognized $55.2 million of revenue related to our contract liabilities reported at June 30, 2024. We expect that substantially all of the customer deposits at September 30, 2025 will be recognized as revenue within the next 12 months as the performance obligations are satisfied.

The following table disaggregates our net sales by product category by segment (in thousands):

		Three months ended September 30, 2025																Three months ended September 30, 2024
		Wholesale				Retail				Eliminations(1)				Total				Wholesale				Retail				Eliminations(1)				Total
Upholstery(2)		$	44,308			$	61,078			$	(34,270	)		$	71,116			$	45,995			$	63,871			$	(32,881	)		$	76,985
Case goods(3)			27,351				33,719				(19,191	)			41,879				25,931				34,156				(17,407	)			42,680
Accents(4)			16,248				27,068				(15,079	)			28,237				15,053				28,037				(14,184	)			28,906
Other(5)			(946	)			6,698				-				5,752				(923	)			6,689				-				5,766
Total		$	86,961			$	128,563			$	(68,540	)		$	146,984			$	86,056			$	132,753			$	(64,472	)		$	154,337

(1) The Eliminations column in the tables above represents the elimination of all intercompany wholesale segment sales to the retail segment in each period presented.

(2) Upholstery includes fabric-covered items such as sleepers, recliners and other motion furniture, chairs, ottomans, custom pillows, sofas, loveseats, cut fabrics and leather.

(3) Case goods includes items such as beds, dressers, armoires, tables, chairs, buffets, entertainment units, home office furniture and wooden accents.

(4) Accents includes items such as window treatments and drapery hardware, wall décor, florals, lighting, mattresses, bedspreads, throws, pillows, decorative accents, area rugs, flooring, wall coverings and outdoor furnishings.

(5) Other includes product delivery sales, our hotel revenues, sales of third-party furniture protection plans and other miscellaneous product sales less prompt payment discounts, sales allowances and other incentives.

(5) Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. We consider the principal or most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Fair Value Hierarchy. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels.

We have categorized our cash equivalents and investments within the fair value hierarchy as follows: 

Level 1 – applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. These Level 1 assets include our corporate money market funds that are classified as cash equivalents. We have categorized our cash equivalents as Level 1 assets as there are quoted prices in active markets for identical assets or liabilities.

Level 2 – applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. At September 30, 2025 and June 30, 2025, we have categorized our investments as Level 2 assets. 

Level 3 – applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. We held no Level 3 assets or liabilities at September 30, 2025 or June 30, 2025.

Assets and Liabilities Measured at Fair Value on a Recurring Basis. The following tables show, by level within the fair value hierarchy, our assets and liabilities that are measured at fair value on a recurring basis at September 30, 2025 and June 30, 2025. We did not have any transfers between levels of fair value measurements during the periods presented.

			Fair Value Measurements at September 30, 2025
Financial Assets	Balance Sheet Location		Level 1				Level 2				Level 3				Total
Corporate money market funds(1)	Cash and cash equivalents		$	29,515			$	-			$	-			$	29,515
U.S. Treasury bills(2)	Investments, short-term			-				49,985				-				49,985
U.S. Treasury notes(2)	Investments, long-term			-				70,045				-				70,045
Total			$	29,515			$	120,030			$	-			$	149,545

			Fair Value Measurements at June 30, 2025
Financial Assets	Balance Sheet Location		Level 1				Level 2				Level 3				Total
Corporate money market funds(1)	Cash and cash equivalents		$	33,279			$	-			$	-			$	33,279
U.S. Treasury bills(2)	Investments, short-term			-				59,955				-				59,955
U.S. Treasury notes(2)	Investments, long-term			-				60,030				-				60,030
Total			$	33,279			$	119,985			$	-			$	153,264

(1) Our corporate money market funds are readily convertible into cash and the net asset value of each fund on the last day of the quarter is used to determine its fair value.

(2) We have current and non-current debt securities (U.S. Treasury bills and notes) intended to enhance returns on our cash as well as to fund future obligations.

There were no investments that have been in a continuous loss position for more than one year, and there have been no other-than-temporary impairments recognized.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis. We did not record any other-than-temporary impairments on assets required to be measured at fair value on a non-recurring basis during fiscal 2026 or 2025.

Assets and Liabilities Measured at Fair Value for Disclosure Purposes Only. We had no outstanding bank borrowings at September 30, 2025 and June 30, 2025. We have historically categorized our outstanding bank borrowings as a Level 2 liability.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(6) Leases

We recognize leases on our consolidated balance sheets as a right-of-use (“ROU”) asset and a lease liability. We have operating leases for many of our design centers that expire at various dates through fiscal 2040. We also lease certain tangible assets, including computer equipment and vehicles, with initial lease terms ranging from two to five years. We determine if a contract contains a lease at inception based on our right to control the use of an identified asset and our right to obtain substantially all of the economic benefits from the use of that identified asset. For purposes of measuring our ROU asset and lease liability, we determine our incremental borrowing rate by computing the rate of interest that we would have to pay to (i) borrow on a collateralized basis (ii) over a similar term (iii) at an amount equal to the total lease payments and (iv) in a similar economic environment. 

The Company's lease terms and discount rates are as follows:

		September 30,
		2025				2024
Weighted average remaining lease term (in years)
Operating leases			5.6				5.6
Financing leases			1.6				2.6
Weighted average discount rate
Operating leases			6.1%				5.9%
Financing leases			5.6%				5.6%

The following table discloses the location and amount of our operating and financing lease costs within our consolidated statements of comprehensive income (in thousands):

			Three months ended September 30,
	Statements of Comprehensive Income Location		2025				2024
Operating lease cost(1)	SG&A expenses		$	8,367			$	8,118
Financing lease cost
Depreciation of property	SG&A expenses			87				85
Interest on lease liabilities	Interest and other financing costs			9				13
Short-term lease cost(2)	SG&A expenses			2				100
Variable lease cost(3)	SG&A expenses			2,643				2,437
Less: Sublease income	SG&A expenses			(413	)			(405	)
Total lease expense			$	10,695			$	10,348

(1) Lease expense for operating leases consists of both fixed and variable components. Expenses related to fixed lease payments are recognized on a straight-line basis over the lease term.

(2) Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and instead expensed on a straight-line basis over the lease term.

(3) Variable lease payments are generally expensed as incurred, where applicable, and include certain non-lease components, such as maintenance, real estate taxes, insurance and other services provided by the lessor, and other charges included in the lease. In addition, certain of our equipment lease agreements include variable lease payments, which are based on the usage of the underlying asset. The variable portion of payments are not included in the initial measurement of the asset or lease liability due to uncertainty of the payment amount and are recorded as expense in the period incurred.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The following table reconciles the undiscounted future minimum lease payments (by year and in the aggregate) under noncancelable leases with terms of more than one year to the total lease liabilities recognized on our consolidated balance sheets at September 30, 2025 (in thousands):

Fiscal Year		Operating Leases				Financing Leases
2026 (remaining nine months)		$	25,614			$	299
2027			30,163				325
2028			26,939				-
2029			22,310				-
2030			14,957				-
Thereafter			28,403				-
Total undiscounted future minimum lease payments			148,386				624
Less: imputed interest			(23,019	)			(25	)
Total present value of lease obligations(1)		$	125,367			$	599

(1) We had no future commitments under short-term operating lease agreements at September 30, 2025.

At September 30, 2025 we did not have any operating or financing leases that had not yet commenced.

Other supplemental information for our leases is as follows (in thousands):

		Three months ended September 30,
		2025				2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	8,716			$	8,466
Operating cash flows from financing leases		$	90			$	85
Operating lease assets obtained in exchange for operating lease liabilities		$	9,983			$	4,685
Financing lease obligations obtained in exchange for new financing lease assets		$	-			$	-

(7) Investments

We have investments in debt securities intended to enhance returns on our cash as well as to fund future obligations. Our short-term investments consist of U.S. Treasury bills, with maturities of less than one year, and total $50.0 million at September 30, 2025. Our long-term investments consist of U.S. Treasury notes, with maturities ranging between one and two years, and total $70.0 million at September 30, 2025. We had $9.9 million of U.S. Treasuries mature during the first three months of fiscal 2026, which were subsequently reinvested for $10.0 million. All unrealized gains and losses are included in Accumulated other comprehensive loss within our consolidated balance sheets.

Our debt securities are presented below in accordance with their stated maturities (in thousands):

		September 30, 2025
		Amortized cost				Gross unrealized gains				Gross unrealized losses				Fair Value
Due within one year		$	49,948			$	79			$	(42	)		$	49,985
Due within one and two years			69,866				179				-				70,045
Total		$	119,814			$	258			$	(42	)		$	120,030

		June 30, 2025
		Amortized cost				Gross unrealized gains				Gross unrealized losses				Fair Value
Due within one year		$	59,952			$	66			$	(63	)		$	59,955
Due within one and two years			59,941				95				(6	)			60,030
Total		$	119,893			$	161			$	(69	)		$	119,985

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(8) Inventories

Inventories are stated at the lower of cost, determined on a first-in, first-out basis, and net realizable value and are summarized as follows (in thousands):

		September 30,				June 30,
		2025				2025
Finished goods		$	106,308			$	106,643
Work in process			13,470				13,713
Raw materials			21,635				22,071
Inventory reserves			(1,492	)			(1,534	)
Inventories, net		$	139,921			$	140,893

(9) Property, Plant and Equipment

Property, plant and equipment are summarized as follows (in thousands):

		September 30,				June 30,
		2025				2025
Land and improvements		$	78,021			$	77,971
Building and improvements			369,510				369,184
Machinery and equipment			121,165				121,367
Property, plant and equipment, gross			568,696				568,522
Less: accumulated depreciation and amortization			(360,238	)			(358,284	)
Property, plant and equipment, net		$	208,458			$	210,238

We recorded depreciation and amortization expense of $3.8 million and $3.9 million during the three months ended September 30, 2025 and 2024, respectively.

(10) Goodwill and Intangible Assets

Our goodwill and intangible assets are comprised of goodwill, which represents the excess of cost over the fair value of net assets acquired, and our Ethan Allen trade name and related trademarks. Both goodwill and indefinite-lived intangible assets are not amortized as they are estimated to have an indefinite life. At September 30, 2025 and June 30, 2025, we had $25.4 million of goodwill and $19.7 million of indefinite-lived intangible assets, all of which is assigned to our wholesale reporting unit. Our wholesale reporting unit is principally involved in the development of the Ethan Allen brand and encompasses all aspects of design, manufacturing, sourcing, marketing, sale and distribution of the Company’s broad range of home furnishings and accents.

We test our wholesale goodwill and indefinite-lived intangibles for impairment on an annual basis in the fourth quarter of each fiscal year, and more frequently if events or changes in circumstances indicate that it might be impaired. Consistent with the timing of prior years, we performed our annual goodwill and indefinite-lived intangible asset impairment tests during the fourth quarter of fiscal 2025 utilizing a qualitative analysis and concluded it was more likely than not the fair value of our trade name was greater than its carrying value and no impairment charge was required.

(11) Restructuring and Other Charges, Net of Gains

Restructuring and other charges, net of gains were as follows (in thousands):

		Three months ended September 30,
		2025				2024
Lease exit costs(1)		$	550			$	-
Severance and other charges			(16	)			232
Total Restructuring and other charges, net of gains		$	534			$	232

(1) We recorded a restructuring charge of $0.6 million during the fiscal 2026 first quarter related to lease exit costs within the retail segment as a result of an early termination of a lease. These lease exit costs included a $0.3 million repayment of a previously received tenant allowance and a non-cash charge of $0.3 million to impair the design center’s fixed assets and ROU assets, net of lease liabilities.

Restructuring payments made by the Company during the three months ended September 30, 2025 were $0.6 million, which were primarily for lease exit costs and severance. The restructuring balance at September 30, 2025 was $1.0 million and is anticipated to be paid during fiscal 2026.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(12) Credit Agreement

On January 26, 2022, the Company and most of its domestic subsidiaries (the “Loan Parties”) entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent and syndication agent and Capital One, National Association, as documentation agent. The Credit Agreement amends and restates the Second Amended and Restated Credit Agreement, dated as of December 21, 2018, as amended. The Credit Agreement provides for a $125 million revolving credit facility (the “Facility”), subject to borrowing base availability, with a maturity date of January 26, 2027. The Credit Agreement also provides the Company with an option to increase the size of the facility up to an additional amount of $60 million. We incurred financing costs of $0.5 million during fiscal 2022, which are being amortized as interest expense within Interest and other financing costs in the consolidated statements of comprehensive income over the remaining life of the Credit Agreement using the effective interest method.

Availability. The availability of credit at any given time under the Facility will be constrained by the terms and conditions of the Credit Agreement, including the amount of collateral available, a borrowing base formula based upon numerous factors including the value of eligible inventory and eligible accounts receivable, and other restrictions contained in the Facility. All obligations under the Facility are secured by assets of the Loan Parties including inventory, receivables and certain types of intellectual property. Total borrowing base availability under the Facility was $121.2 million at September 30, 2025 and $121.0 million at June 30, 2025.

Borrowings. At the Company’s option, borrowings under the Facility bear interest, based on the average quarterly availability, at an annual rate of either (a) Adjusted Term Secured Overnight Financing Rate “SOFR” Rate (defined as the Term SOFR Rate for such interest period plus 0.10%) plus 1.25% to 2.0%, or (b) Alternate Base Rate (defined as the greatest of (i) the prime rate, (ii) the Federal Reserve Bank of New York (NYRFB) rate plus 0.5%, or (iii) the Adjusted Term SOFR Rate for a one-month interest period plus 1.0%) plus 0.25% to 1.0%. We had no outstanding borrowings under the Facility at September 30, 2025, June 30, 2025, or at any time during fiscal 2026 and 2025. Since we had no outstanding borrowings during fiscal 2026 and 2025, there was no related interest expense during these periods.

Covenants and Other Ratios. The Facility contains various restrictive and affirmative covenants, including required financial reporting, limitations on the ability to grant liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions or enter into transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of this type and size. Loans under the Facility may become immediately due and payable upon certain events of default (including failure to comply with covenants, change of control or cross-defaults) as set forth in the Facility.

The Facility does not contain any significant financial ratio covenants or coverage ratio covenants other than a fixed charge coverage ratio covenant based on the ratio of (a) EBITDA, plus cash Rentals, minus Unfinanced Capital Expenditures to (b) Fixed Charges, as such terms are defined in the Facility. The fixed charge coverage ratio covenant, set at 1.0 to 1.0 and measured on a trailing period of four consecutive fiscal quarters, only applies in certain limited circumstances, including when the unused availability under the Facility drops below $14.0 million. At no point during fiscal 2026 or 2025, did the unused availability under the Facility fall below $14.0 million, thus the Fixed-Charge Coverage Ratio (FCCR) Covenant did not apply. At September 30, 2025 and June 30, 2025, we were in compliance with all the covenants under the Facility.

Letters of Credit. At September 30, 2025 and June 30, 2025, there were $3.8 million and $4.0 million, respectively, of standby letters of credit outstanding under the Facility.

(13) Income Taxes

The Company's process for determining the provision for income taxes involves using an estimated annual effective tax rate which is based on forecasted annual income and statutory tax rates across the various jurisdictions in which we operate. We recorded a provision for income tax expense of $3.6 million for the three months ended September 30, 2025 compared with $5.0 million in the prior year comparable period. Our consolidated effective tax rate was 25.4% for the three months ended September 30, 2025 compared with 25.3% for the prior year comparable period. Our effective tax rate varies from the 21% federal statutory rate primarily due to state taxes.

We recognize interest and penalties related to income tax matters as a component of income tax expense. At September 30, 2025, we had $4.1 million of unrecognized tax benefits compared with $3.9 million at June 30, 2025. It is reasonably possible that various matters relating to $1.0 million of the total gross unrecognized tax benefits at September 30, 2025 will be resolved within the next 12 months as exams are completed or statutes expire. If recognized, $0.9 million of unrecognized tax benefits would reduce our income tax expense in the period realized.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(14) Earnings Per Share

The following is a reconciliation of the numerators and denominators we used in our computations of basic and diluted earnings per share (“EPS”):

		Three months ended
		September 30,
(in thousands, except per share data)		2025				2024
Numerator (basic and diluted):
Net income available to common shareholders		$	10,451			$	14,719
Denominator:
Basic weighted average shares common shares outstanding			25,565				25,547
Dilutive effect of stock options and other share-based awards(1)			54				71
Diluted weighted average shares common shares outstanding			25,619				25,618
Earnings per share:
Basic		$	0.41			$	0.58
Diluted		$	0.41			$	0.57

(1) Dilutive potential common shares consist of stock options, restricted stock units and performance units. 

At September 30, 2025 and 2024, total share-based awards of 60,137 and 43,232, respectively, were excluded from the diluted EPS calculations because their inclusion would have been anti-dilutive.

At September 30, 2025 and 2024, the number of performance units excluded from the calculation of diluted EPS were 215,890 and 218,954, respectively. Contingently issuable shares with performance conditions are evaluated for inclusion in diluted EPS if, at the end of the current period, conditions would be satisfied as if it were the end of the contingency period.

(15) Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of foreign currency translation adjustments and unrealized gains or losses on our investments. Foreign currency translation adjustments are the result of changes in foreign currency exchange rates related to our operations in Canada, Honduras and Mexico. Assets and liabilities are translated into U.S. dollars using the current period-end exchange rate and income and expense amounts are translated using the average exchange rate for the period in which the transaction occurred. All unrealized gains and losses on investments are included in Accumulated Other Comprehensive Loss within our consolidated balance sheets. The tax effect of unrealized gains included in accumulated other comprehensive loss was less than $0.1 million and $0.1 million at September 30, 2025 and June 30, 2025, respectively.

The components of accumulated other comprehensive loss are as follows (in thousands):

		September 30, 2025				June 30, 2025
Accumulated foreign currency translation adjustments		$	(5,270	)		$	(5,763	)
Accumulated unrealized gains on investments, net of tax			167				75
		$	(5,103	)		$	(5,688	)

The following table sets forth the activity in accumulated other comprehensive loss (in thousands):

		2025				2024
Beginning balance at July 1		$	(5,688	)		$	(4,189	)
Other comprehensive income (loss), net of tax			584				(968	)
Less AOCI attributable to noncontrolling interests			1				10
Ending balance at September 30		$	(5,103	)		$	(5,147	)

(16) Share-Based Compensation

We recognized total share-based compensation expense of $0.3 million and $0.4 million during the three months ended September 30, 2025 and 2024, respectively. These amounts have been included in the consolidated statements of comprehensive income within SG&A expenses. At September 30, 2025, $2.5 million of total unrecognized compensation expense related to non-vested stock-based awards is expected to be recognized over a weighted average period of 2.2 years. There was no share-based compensation capitalized during the three months ended September 30, 2025 and 2024.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

At September 30, 2025, there were 1,075,457 shares of common stock available for future issuance pursuant to The Ethan Allen Interiors Inc. Stock Incentive Plan (the “Plan”), which provides for the grant of stock-based awards including stock options, restricted stock and stock units. All stock-based awards are approved by the Compensation Committee of the Board of Directors after consideration of recommendations proposed by the Chief Executive Officer. Company policy requires an additional one-year holding period beyond the service vest date for executive officers and Board of Directors. 

Stock Option Activity

Employee Stock Option Grants. There were no stock option awards granted to employees during the three months ended September 30, 2025 and 2024.

Non-Employee Stock Option Grants. The Plan also provides for the grant of stock-based awards to non-employee directors of the Company. During the first three months of fiscal 2026, we granted 16,905 stock options at an exercise price of $29.58 to our non-employee directors. In the prior year period, we granted 16,650 stock options at an exercise price of $30.03. These stock options vest in three equal annual installments beginning on the first anniversary of the date of grant so long as the director continues to serve on the Company’s Board of Directors. All options granted to directors have an exercise price equal to the fair market value of our common stock on the date of grant and remain exercisable for a period of up to ten years, subject to continuous service on our Board of Directors. At September 30, 2025, $0.2 million of total unrecognized compensation expense related to unvested non-employee stock options is expected to be recognized over a weighted average remaining period of 2.2 years.

During the first three months of fiscal 2026, 3,481 options expired, leaving a total of 120,844 stock options outstanding at September 30, 2025, with a weighted average exercise price of $26.15 and a weighted average grant date fair value of $6.24.

Restricted Stock Unit Activity

During the first three months of fiscal 2026, we granted 20,789 non-performance based restricted stock units (“RSUs”), with a weighted average grant date fair value of $23.69. The RSUs granted to employees entitle the holder to receive the underlying shares of common stock as the unit vests over the relevant vesting period. The RSUs do not entitle the holder to receive dividends declared on the underlying shares while the RSUs remain unvested and vest in three equal annual installments on the anniversary of the date of grant. In the prior year period, we granted 23,399 RSUs with a weighted average grant date fair value of $24.04 which vest in three equal annual installments on the anniversary date of the grant.

During the first three months of fiscal 2026, 26,862 RSUs vested, leaving at total of 40,190 RSUs unvested and outstanding at September 30, 2025, with a weighted average grant date fair value of $24.51. At September 30, 2025, $0.9 million of total unrecognized compensation expense related to unvested RSUs is expected to be recognized over a weighted average remaining period of 2.2 years.

Performance Stock Unit Activity

Payout of performance stock units (“PSUs”) depends on our financial performance (80%) and a market-based condition based on the total return our shareholders receive on their investment in our stock relative to returns earned through investments in other peer public companies (20%). The performance share opportunity ranges from 62% of the employee's target award if minimum performance requirements are met to a maximum of 138% of the target award based on the attainment of certain financial and shareholder-return goals over a specific performance period, which is generally three fiscal years.

During the first three months of fiscal 2026, we granted 88,526 PSUs with a weighted average grant date fair value of $22.77 compared with 92,669 PSUs at a weighted average grant date fair value of $23.06 in the prior year. The number of awards that will vest, as well as unearned and canceled awards, depend on the achievement of certain financial and shareholder-return goals over the three-year performance periods, and will be settled in shares if service conditions are met, requiring employees to remain employed with us through the end of the three-year performance periods. We account for PSU awards as equity-based awards because upon vesting, they will be settled in common shares. We expense as compensation cost the fair value of the PSUs as of the grant date and amortize expense ratably over the total performance and time vest period, considering the probability that we will satisfy the performance goals.

During the first three months of fiscal 2026, 50,479 PSUs vested, leaving 375,053 PSUs unvested and outstanding at September 30, 2025, with a weighted average grant date fair value of $24.41. Unrecognized compensation expense at September 30, 2025, related to PSUs, was $1.4 million based on the current estimates of the number of awards that will vest, and is expected to be recognized over a weighted average remaining period of 2.2 years.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

(17) Segment Information

Ethan Allen conducts business globally and has strategically aligned its business into two reportable segments: Wholesale and Retail. These two segments represent strategic business areas of our vertically integrated enterprise that operate separately and provide their own distinctive services. Our operating segments are aligned with how the Company, including our chief operating decision maker (the “CODM”) who is our Chairman of the Board, President and Chief Executive Officer, evaluates the operating results and performance of the business.

We evaluate the performance of our two segments based upon net sales and operating income in order to allocate resources. Segment operating income is based on operating income before interest and other financing costs, interest and other income, net and income tax expense. The CODM assesses performance by regularly reviewing each segment’s significant expense categories which include selling expenses and cost of sales, general and administrative expenses, and advertising expenses.

Wholesale Segment. The wholesale segment is principally involved in the development of the Ethan Allen brand and encompasses all aspects of design, manufacturing, sourcing, marketing, sale and distribution of our broad range of home furnishings and accents. Wholesale revenue is recorded upon the shipment of our products to our retail network of independently operated design centers, Company-operated design centers, and other third-party contract business clients. Our wholesale segment’s net sales to Company-operated design centers are eliminated in consolidation.

Retail Segment. The retail segment sells home furnishings and accents to clients through our 143 Company-operated design centers. Retail revenue is generated upon the retail sale and delivery of our products to our retail customers through our network of retail home delivery centers. Retail profitability reflects (i) the retail gross margin, which represents the difference between the retail net sales price and the cost of goods, purchased from the wholesale segment, and (ii) other operating costs associated with retail segment activities.

Intersegment. We account for intersegment sales transactions between our segments consistent with independent third-party transactions, that is, at current market prices. As a result, the manufacturing profit related to sales to our retail segment is included within our wholesale segment. Operating income realized on intersegment revenue transactions is therefore generally consistent with the operating income realized on our revenue from independent third-party transactions.

The following tables present net sales and operating income by segment (in thousands):

		Three months ended September 30, 2025
		Wholesale				Retail				Eliminations				Consolidated
Net sales		$	86,961			$	128,563			$	(68,540	)		$	146,984
Less significant expense categories:
Selling expenses and cost of sales			66,757				98,697				(69,182	)			96,272
General and administrative expenses			8,992				26,147				-				35,139
Advertising expenses			3,381				1,691				-				5,072
Restructuring and other charges, net of gains			(83	)			617				-				534
Operating income			7,914				1,411				642				9,967
Interest and other income, net			4,080				18				-				4,098
Interest and other financing costs			59				-				-				59
Income before income taxes		$	11,935			$	1,429			$	642			$	14,006

		Three months ended September 30, 2024
		Wholesale				Retail				Eliminations				Consolidated
Net sales		$	86,056			$	132,753			$	(64,472	)		$	154,337
Less significant expense categories:
Selling expenses and cost of sales			62,733				99,132				(62,695	)			99,170
General and administrative expenses			8,770				25,076				-				33,846
Advertising expenses			2,320				1,204				-				3,524
Restructuring and other charges, net of gains			378				(146	)			-				232
Operating income			11,855				7,487				(1,777	)			17,565
Interest and other income, net			2,181				17				-				2,198
Interest and other financing costs			60				-				-				60
Income before income taxes		$	13,976			$	7,504			$	(1,777	)		$	19,703

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The following table presents additional information by segment (in thousands):

		Three months ended
		September 30,
		2025				2024
Depreciation and amortization
Wholesale segment		$	1,619			$	1,510
Retail segment			2,225				2,362
Consolidated total		$	3,844			$	3,872
Capital expenditures
Wholesale segment		$	398			$	2,795
Retail segment			2,006				794
Consolidated total		$	2,404			$	3,589
Total Assets
Wholesale segment		$	370,474			$	381,325
Retail segment			398,008				385,378
Inventory profit elimination(1)			(31,376	)			(28,999	)
Consolidated total		$	737,106			$	737,704

(1) Represents the wholesale profit contained in the retail segment inventory that has not yet been realized. These profits are realized when the related inventory is sold.

(18)  Commitments and Contingencies

Commitments represent obligations, such as those for future purchases of goods or services that are not yet recorded on the consolidated balance sheets as liabilities. We record liabilities for commitments when incurred (specifically when the goods or services are received). Fluctuations in our operating results, levels of inventory on hand, the degree of success of our accounts receivable collection efforts, the timing of tax and other payments, as well as capital expenditures will impact our liquidity and cash flows in future periods. 

Material Cash Requirements from Contractual Obligations. As disclosed in our 2025 Annual Report on Form 10-K, we had total contractual obligations of $182.8 million, including $146.3 million related to our operating and finance lease commitments and $21.0 million of open purchase orders at June 30, 2025. Except for $8.7 million in operating lease payments made to our landlords and $10.0 million of operating lease assets obtained in exchange for $10.0 million of operating lease liabilities during the first three months of fiscal 2026, there were no other material changes, outside of the ordinary course of business, in our contractual obligations as previously disclosed in our 2025 Annual Report on Form 10-K.

Legal Matters. We are routinely party to various legal proceedings in the ordinary course of business, including investigations or as a defendant in litigation. On a quarterly basis, we review our litigation activities and determine if an unfavorable outcome to us is considered “remote,” “reasonably possible” or “probable” as defined by ASC 450, Contingencies. Where we determine an unfavorable outcome is probable and is reasonably estimable, we accrue for potential litigation losses. Although the outcome of the various claims and proceedings against us cannot be predicted with certainty, management believes that, based on information available at September 30, 2025, the likelihood is remote that any existing claims or proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) is designed to provide a reader of our consolidated financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results.

The MD&A is based upon, and should be read in conjunction with, our 2025 Annual Report on Form 10-K, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”), and the consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q.

The MD&A is presented in the following sections:

	-	Cautionary Note Regarding Forward-Looking Statements
	-	Executive Overview
	-	Key Operating Metrics
	-	Results of Operations
	-	Regulation G Reconciliations of Non-GAAP Financial Measures
	-	Liquidity
	-	Capital Resources, including Material Cash Requirements
	-	Other Arrangements
	-	Significant Accounting Policies
	-	Critical Accounting Estimates
	-	Recent Accounting Pronouncements

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including the MD&A, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally, forward-looking statements represent management’s beliefs and assumptions concerning current expectations, projections or trends relating to results of operations, financial results, financial condition, strategic objectives and plans, expenses, dividends, share repurchases, liquidity, use of cash and cash requirements, borrowing capacity, investments, future economic performance, and our business and industry. Such forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “continue,” “may,” “will,” “short-term,” “target,” “outlook,” “forecast,” “future,” “strategy,” “opportunity,” “would,” “guidance,” “non-recurring,” “one-time,” “unusual,” “should,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. We derive many of our forward-looking statements from operating budgets and forecasts, which are based upon many detailed assumptions. While the Company believes that its assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for the Company to anticipate all factors that could affect actual results and matters that are identified as “short term,” “non-recurring,” “unusual,” “one-time,” or other words and terms of similar meaning may in fact recur in one or more future financial reporting periods. 

Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that are expected. Actual results could differ materially from those anticipated in the forward-looking statements due to a number of risks and uncertainties including, but not limited to the risks and uncertainties disclosed in Part I, Item 1A, Risk Factors, in our 2025 Annual Report on Form 10-K, and elsewhere here in this Quarterly Report on Form 10-Q.

All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by these cautionary statements, as well as other cautionary statements. A reader should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Executive Overview

Who We Are. Founded in 1932, Ethan Allen is a leading interior design company, manufacturer and retailer in the home furnishings marketplace. We are a global luxury home fashion brand that is vertically integrated from product design through home delivery, which offers clients stylish product offerings, artisanal quality and personalized service. We are known for the quality and craftsmanship of our products as well as for the exceptional personal service from design to delivery. Our strong network of entrepreneurial leaders and interior designers provide complimentary interior design service to our clients and sell a full range of home furnishing products through a retail network of design centers located throughout the U.S. and internationally as well as online at ethanallen.com.

Ethan Allen design centers represent a mix of locations operated by independent licensees and Company-operated locations. At September 30, 2025, the Company operates 143 retail design centers, 138 located in the U.S. and 5 in Canada. We also have 45 independently owned and operated Ethan Allen design centers located in the U.S., Asia, the Middle East and Europe. We manufacture approximately 75% of our furniture in our North American manufacturing plants and have been recognized for product quality and craftsmanship since 1932. At September 30, 2025, we own and operate eleven manufacturing facilities, including four manufacturing plants, one sawmill, one rough mill and a kiln dry lumberyard in the U.S., three manufacturing plants in Mexico and one manufacturing plant in Honduras. We also partner with suppliers located in Europe, Asia, and other countries to produce and import various products that support the business.

Business Model. Our vertical integration is a competitive advantage for us. Our North American manufacturing and logistics operations are an integral part of an overall strategy to maximize production efficiencies and maintain this competitive advantage. Our business model is to maintain continued focus on (i) providing relevant product offerings, (ii) capitalizing on the professional and personal service offered to our customers by our interior design professionals, (iii) leveraging the benefits of our vertical integration including a manufacturing presence in North America, (iv) investing in new technologies across key aspects of our vertically integrated business, (v) maintaining a strong logistics network, (vi) communicating our messages with strong marketing campaigns, and (vii) utilizing our website, ethanallen.com, as a key marketing tool to drive traffic to our retail design centers. We aim to position Ethan Allen as a premier interior design destination and a preferred brand offering products of superior style, quality, and value to customers with a comprehensive, one-stop shopping solution for their home furnishing and interior design needs. We seek to constantly reinvent our projection and product offerings through a broad selection of products, designed to complement one another, reflecting current fashion trends in home furnishing.

Talent. At September 30, 2025, our employee count totaled 3,189, with 2,226 in our wholesale segment and 963 in our retail segment. We continue to strengthen our teams while at the same time reducing headcount through operational efficiencies and have reduced headcount by 4.7% in the last 12 months.

Fiscal 2026 First Quarter in Review ⁽¹⁾. Our fiscal 2026 first quarter results are highlighted by retail segment written order growth, strong gross margin, positive operating cash flow and commitment to North American manufacturing despite a challenging environment for home furnishings. New product introductions are resonating with our clients and we were aggressive in marketing while adjusting to the new tariff environment. Our North American manufacturing positions us well to serve our clients with custom furniture and design services. We ended the quarter with total cash, cash equivalents and investments of $193.7 million and no outstanding debt. Cash provided by operating activities was $16.8 million compared with $15.1 million a year ago. We continued our history of returning capital to shareholders by paying a special dividend of $0.25 per share as well as a regular quarterly cash dividend of $0.39 per share. Consolidated net sales were $147.0 million, a 4.8% decrease from the prior year quarter due to a decline in delivered unit volume from lower available starting backlog, reduced design center traffic and less contract sales partially offset by higher average ticket price and increased designer floor sample sales. Wholesale orders declined 7.1% while retail written orders increased 5.2%. Our wholesale backlog decreased by 16.3% to $53.5 million at September 30, 2025. We maintained a strong gross margin of 61.4% due to change in sales mix, selective price increases, reduced manufacturing raw material costs and lower headcount partially offset by increased promotional activity, incremental tariffs, elevated designer floor sample sales and lower manufacturing production. Our adjusted operating margin was 7.2% compared to 11.5% a year ago while adjusted diluted EPS was $0.43 compared with $0.58 a year ago. Lower operating margin was due to change in product mix, elevated designer floor sample sales, higher inbound freight and deleveraging from lower delivered sales partially offset by change in sales mix, lower raw material input costs, and a higher retail average ticket price. New design centers in Colorado Springs, CO, Concord, Ontario (suburb of Toronto) and Webster, TX (suburb of Houston) were opened and we ended the quarter with 188 Ethan Allen retail design centers, including 143 Company-operated and 45 independently owned and operated locations.

(1) Refer to the Regulation G Reconciliations of Non-GAAP Financial Measures section within the MD&A for the reconciliation of GAAP to adjusted key financial metrics.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Key Operating Metrics

A summary of our key operating metrics is presented in the following table (in millions, except per share data):

		Three months ended September 30,
		2025				% of Sales				2024				% of Sales				% Chg
Net sales		$	147.0							$	154.3								(4.8	%)
Gross profit		$	90.2				61.4	%		$	93.9				60.8	%			(3.9	%)
Operating income		$	10.0				6.8	%		$	17.6				11.4	%			(43.3	%)
Adjusted operating income(1)		$	10.6				7.2	%		$	17.8				11.5	%			(40.6	%)
Net income		$	10.5				7.1	%		$	14.7				9.5	%			(29.0	%)
Adjusted net income(1)		$	10.9				7.4	%		$	14.9				9.6	%			(26.8	%)
Diluted EPS		$	0.41							$	0.57								(28.1	%)
Adjusted diluted EPS(1)		$	0.43							$	0.58								(25.9	%)
Cash flow from operating activities		$	16.8							$	15.1								11.6	%
Wholesale written orders																			(7.1	%)
Retail written orders																			5.2	%

(1) Refer to the Regulation G Reconciliations of Non-GAAP Financial Measures section within the MD&A for the reconciliation of GAAP to adjusted key financial metrics.

Design center activity and geographic distribution of our retail network are as follows:

		Fiscal 2026												Fiscal 2025
		Independent				Company-								Independent				Company-
		retailers				operated				Total				retailers				operated				Total
Retail Design Center activity:
Balance at July 1			45				142				187				45				142				187
New locations			1				2				3				2				1				3
Closures			(1	)			(1	)			(2	)			(1	)			(1	)			(2	)
Balance at September 30			45				143				188				46				142				188
Relocations (in new and closures)			-				1				1				-				1				1
Retail Design Center geographic locations:
United States			30				138				168				31				138				169
Canada			-				5				5				-				4				4
Europe			1				-				1				1				-				1
Middle East and Asia			14				-				14				14				-				14
Total			45				143				188				46				142				188

Results of Operations

For an understanding of the significant factors that influenced our financial performance during the three months ended September 30, 2025 and 2024, respectively, the following discussion should be read in conjunction with the consolidated financial statements and related notes presented in this Quarterly Report on Form 10-Q.

(in thousands)		Three months ended
		September 30,
		2025				2024				% Change
Consolidated net sales		$	146,984			$	154,337				(4.8%	)
Wholesale net sales		$	86,961			$	86,056				1.1	%
Retail net sales		$	128,563			$	132,753				(3.2%	)
Consolidated gross profit		$	90,198			$	93,869				(3.9%	)
Consolidated gross margin			61.4	%			60.8	%

Net Sales

Consolidated net sales decreased $7.4 million or 4.8% for the three months ended September 30, 2025 compared with the same prior year period. The decrease during the first quarter was driven by a decline in delivered unit volume, lower available starting backlog, reduced design center traffic, fewer international sales and less contract business partially offset by higher average retail ticket price, retail segment written order growth and increased designer floor sample sales.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Wholesale - Wholesale net sales increased $0.9 million or 1.1% for the three months ended September 30, 2025. The increase was driven by elevated levels of intercompany sales to our retail segment related to new product introductions and an increase in price per unit shipped partially offset by lower contract sales, including shipments to the U.S. government General Services Administration (“GSA”), a decrease in sales to our U.S. independent dealers and lower net sales to China. As a result, international sales declined to 1.1% of total wholesale net sales during the first quarter of fiscal 2026 compared with 1.7% in the prior year quarter.

Wholesale written orders, which represent undelivered orders booked through all of our channels, were down 7.1% for the three months ended September 30, 2025 compared to the same prior year period due to the decline in our contract business. Contract orders were down 53.1% driven by the ongoing reduction in government spending, including fewer orders from the GSA. However, orders from our intersegment Company-operated design centers were up 5.4% as demand patterns continued to improve. Orders to our independent retail network were flat compared to prior year. Wholesale backlog was $53.5 million at September 30, 2025, down 16.3% from a year ago due to lower contract business. In the last three months, wholesale backlog rose by $4.7 million due to the timing of incoming GSA written orders.

Retail - Retail net sales decreased $4.2 million or 3.2% for the three months ended September 30, 2025 compared with the same prior year period. The decrease was driven by lower delivered unit volumes from lower available starting backlog and reduced traffic partially offset by increased designer floor sample sales, a higher average ticket price and an increase in written orders.

Retail written orders for the three months ended September 30, 2025 increased 5.2% compared to the same prior year period due to improved order conversion, increased promotional activities, including higher discounts, new product introductions and additional marketing efforts. During the just completed first quarter we introduced new product offerings and opened two new Company-operated design centers in Colorado Springs, Colorado and Concord, Canada and an independently owned and operated design center in Webster, Texas.

Gross Profit and Margin

Consolidated gross profit decreased $3.7 million for the three months ended September 30, 2025 compared with the same prior year period. The decrease in gross profit during the first quarter was driven by lower net sales, change in product mix, increased promotional activity and incremental tariffs. These decreases were partially offset by a change in the sales mix with a higher percentage of our total sales coming from the retail segment, lower raw material input costs, selective price increases, lower headcount and an increase in average ticket price. Wholesale gross profit for the quarter decreased 6.2% due to the 250-basis point decrease in wholesale gross margin partially offset by a 1.1% increase in wholesale net sales. Retail gross profit decreased 6.5% due to the 3.2% decrease in retail net sales and the 160-basis point reduction in retail gross margin.

Consolidated gross margin was 61.4% for the three months ended September 30, 2025 compared with 60.8% in the prior year period. Our first quarter consolidated gross margin expanded by 60 basis points from a year ago due to a change in the sales mix, lower raw material input costs, selective price increases, lower headcount and a higher retail average ticket price partially offset by a change in product mix, increased promotional activity, elevated designer floor sample sales that carry a lower average margin, higher inbound freight including incremental tariffs and deleveraging from lower delivered sales. Our sales mix, which represents the percentage of retail sales compared to total consolidated sales, increased to 87.5% in the current year, up from 86.0% in the prior year due to lower contract sales within our wholesale segment. Wholesale gross margin for the first quarter was down 250 basis points over the prior year period due to product mix, lower contract sales and lower manufacturing production partially offset by lower raw material input costs and selective price increases. Retail gross margin declined 160 basis points compared with the prior year period due to increased promotional activity, elevated designer floor sample sales and change in product mix partially offset by higher average ticket price.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

SG&A Expenses and Operating Income

(in thousands)		Three months ended
		September 30,
		2025				2024				% Change
SG&A expenses		$	79,697			$	76,072				4.8	%
Restructuring and other charges, net of gains		$	534			$	232				130.2	%
Consolidated operating income		$	9,967			$	17,565				(43.3	%)
Consolidated GAAP operating margin			6.8	%			11.4	%
Consolidated adjusted operating margin			7.2	%			11.5	%
Wholesale operating income		$	7,914			$	11,855				(33.2	%)
Retail operating income		$	1,411			$	7,487				(81.2	%)

SG&A expenses increased $3.6 million or 4.8% for the three months ended September 30, 2025 compared with the same prior year period. When expressed as a percentage of sales, SG&A expenses for the quarter were 54.2%, up from 49.3% in the prior year first quarter primarily due to fixed cost deleveraging from lower delivered sales combined with additional marketing investments.

Consolidated selling expenses were up 5.5% during the first quarter of fiscal 2026. Wholesale selling expenses, which include our national logistics, increased 23.6% primarily due to a rise in outgoing distribution expenses driven by increased freight and a higher volume of intercompany shipments to our Retail segment for new product introductions, incremental digital and web-technology spend, additional tariffs and elevated employee benefit costs partially offset by reduced headcount and lower fees associated with our contract business. Retail selling expenses were consistent with prior year as increased advertising expenses were offset by reduced variable compensation and decreased warehouse and delivery expenses from lower delivered revenue. Our consolidated advertising expenses during the first quarter of fiscal 2026 increased by 43.9% compared to the prior year due increased digital media spend, including paid search and social campaigns, and the timing of our direct mail campaigns. Marketing expenses represented 3.5% of net sales in the current year, up from 2.3% in the prior year period.

Consolidated general and administrative expenses in the first quarter were up 3.8% compared to the prior year period due to higher occupancy costs from newly opened design centers combined with increased employee benefit costs partially offset by decreased headcount. Compared to a year ago, our consolidated headcount is down 4.7% or 158 associates, including 121 at wholesale and 37 at retail.

Restructuring and other charges, net of gains

Restructuring and other charges, net of gains for the first quarter of fiscal 2026 was $0.5 million compared to $0.2 in the prior year. The current year primarily relates to an early lease termination while the charge of $0.2 million in the prior year primarily related to losses from the impact of Hurricane Helene on our western North Carolina distribution facility.

Consolidated Operating Income

Consolidated operating income of $10.0 million for the three months ended September 30, 2025 decreased by $7.6 million when compared to the same prior year period. As a percentage of net sales, consolidated operating income for the first quarter of fiscal 2026 was 6.8%, compared with 11.4% in the prior year quarter. Adjusted operating income for the first quarter was $10.6 million, or 7.2% of net sales compared with $17.8 million, or 11.5% of net sales in the prior year quarter. The primary driver of reduced operating income was lower consolidated net sales combined with increased SG&A expenses.

Wholesale operating income was $7.9 million for the three months ended September 30, 2025 compared with $11.9 million for the same prior year period. As a percentage of net sales, wholesale operating income was 9.1% compared to 13.8% in the prior year quarter. Adjusted wholesale operating income was $7.9 million or 9.1% of net sales compared with $12.2 million or 14.2% of net sales a year ago. The decrease in wholesale operating income was driven by the 250-basis point decline in gross margin combined with incremental marketing, distribution and employee benefit costs.

Retail operating income was $1.4 million for the three months ended September 30, 2025 compared with $7.5 million for the same prior year period. As a percentage of net sales, retail operating income was 1.1% compared with 5.6% in the prior year quarter. Adjusted retail operating income was $2.0 million or 1.6% of net sales compared with $7.3 million or 5.5% of net sales in the prior year quarter. The decrease in retail operating income was due to lower sales combined with increased promotional activity, elevated designer floor sample sales, increased marketing costs and higher occupancy costs.

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Other Income (Expense)

(in thousands)		Three months ended
		September 30,
		2025				2024				% Change
Interest and other income, net		$	4,098			$	2,198				86.4	%
Interest and other financing costs		$	59			$	60				(1.7	%)

Interest and other income, net includes interest income, foreign currency gains or losses and other income (expense), net. Interest and other income, net was $4.1 million for the three months ended September 30, 2025, compared with $2.2 million a year ago. The increase was due to a contract modification fee received by Ethan Allen related to our private label card service provider.

Income Tax Expense, Net Income and Diluted EPS

(in thousands)		Three months ended
		September 30,
		2025				2024				% Change
Income tax expense		$	3,555			$	4,984				(28.7	%)
Effective tax rate			25.4	%			25.3	%
Net income		$	10,451			$	14,719				(29.0	%)
Adjusted Net income		$	10,902			$	14,892				(26.8	%)
Diluted EPS		$	0.41			$	0.57				(28.1	%)
Adjusted Diluted EPS		$	0.43			$	0.58				(25.9	%)

Income Tax Expense

Income tax expense was $3.6 million for the three months ended September 30, 2025, compared with $5.0 million in the same prior year period. Our consolidated effective tax rate was 25.4% in the current year first quarter compared with 25.3% a year ago. Our effective tax rate varies from the 21% federal statutory rate primarily due to state taxes. Lower income tax expense during the first quarter of fiscal 2026 was driven by the $5.7 million decrease in income before income taxes.

Net Income

Net income was $10.5 million for the three months ended September 30, 2025 compared with $14.7 million in the same prior year period. Adjusted net income was $10.9 million for the three months ended September 30, 2025, down 26.8% from the same prior year period. The decrease in net income was driven by lower consolidated net sales and increased SG&A expenses partially offset by higher gross margin, increased other income and lower income tax expense.

Diluted EPS

Diluted EPS was $0.41 for the three months ended September 30, 2025 compared to $0.57 in the same prior year period. Adjusted diluted EPS was $0.43 compared to $0.58 in the same prior year period. The decrease in diluted EPS was driven primarily from lower consolidated net sales and increased SG&A expenses, which led to lower net income.

Regulation G Reconciliations of Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with GAAP, we use non-GAAP financial measures, including adjusted operating income and margin, adjusted wholesale operating income and margin, adjusted retail operating income and margin, adjusted net income and adjusted diluted EPS. The reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are shown in tables below.

These non-GAAP measures are derived from the consolidated financial statements but are not presented in accordance with GAAP. We believe these non-GAAP measures provide a meaningful comparison of our results to others in our industry and our prior year results. Investors should consider these non-GAAP financial measures in addition to, and not as a substitute for, our financial performance measures prepared in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Despite the limitations of these non-GAAP financial measures, we believe these adjusted financial measures and the information they provide are useful in viewing our performance using the same tools that management uses to assess progress in achieving our goals. Adjusted measures may also facilitate comparisons to our historical performance.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The following tables below show a reconciliation of non-GAAP financial measures used in this filing to the most directly comparable GAAP financial measures:

(in thousands, except per share amounts)		Three months ended
		September 30,
		2025				2024				% Change
Consolidated Adjusted Operating Income / Operating Margin
GAAP Operating income		$	9,967			$	17,565				(43.3	%)
Adjustments (pre-tax) *			604				232
Adjusted operating income *		$	10,571			$	17,797				(40.6	%)
Consolidated Net sales		$	146,984			$	154,337				(4.8	%)
GAAP Operating margin			6.8	%			11.4	%
Adjusted operating margin *			7.2	%			11.5	%
Consolidated Adjusted Net Income / Adjusted Diluted EPS
GAAP Net income		$	10,451			$	14,719				(29.0	%)
Adjustments, net of tax *			451				173
Adjusted net income		$	10,902			$	14,892				(26.8	%)
Diluted weighted average common shares			25,619				25,618
GAAP Diluted EPS		$	0.41			$	0.57				(28.1	%)
Adjusted diluted EPS *		$	0.43			$	0.58				(25.9	%)
Wholesale Adjusted Operating Income / Adjusted Operating Margin
Wholesale GAAP operating income		$	7,914			$	11,855				(33.2	%)
Adjustments (pre-tax) *			(13	)			378
Adjusted wholesale operating income *		$	7,901			$	12,233				(35.4	%)
Wholesale net sales		$	86,961			$	86,056				1.1	%
Wholesale GAAP operating margin			9.1	%			13.8	%
Adjusted wholesale operating margin *			9.1	%			14.2	%
Retail Adjusted Operating Income / Adjusted Operating Margin
Retail GAAP operating income		$	1,411			$	7,487				(81.2	%)
Adjustments (pre-tax) *			617				(146	)
Adjusted retail operating income *		$	2,028			$	7,341				(72.4	%)
Retail net sales		$	128,563			$	132,753				(3.2	%)
Retail GAAP operating margin			1.1	%			5.6	%
Adjusted retail operating margin *			1.6	%			5.5	%

* Adjustments to reported GAAP financial measures including operating income and margin, net income and diluted EPS have been adjusted by the following:

		Three months ended
(in thousands)		September 30,
		2025				2024
Lease exit costs (retail)		$	550			$	-
Severance and other charges (wholesale)			(83	)			378
Severance and other charges (retail)			67				(146	)
Other non-restructuring charges (wholesale)			70				-
Adjustments to operating income		$	604			$	232
Related income tax effects on non-recurring items(1)			(153	)			(59	)
Adjustments to net income		$	451			$	173

(1) Calculated using the marginal tax rate for each period presented.    

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Liquidity

Our sources of liquidity include cash and cash equivalents, short-term and long-term investments, cash generated from operations and amounts available under our credit facility. We believe these sources remain adequate to meet our short-term requirements and contractual obligations and fulfill other cash requirements for day-to-day operations for at least the next twelve months, as well as to meet long-term liquidity requirements and contractual obligations, finance our long-term growth plans and invest in capital expenditures for the foreseeable future. We are committed to maintaining a robust balance sheet and monitoring our liquidity closely.

Our available liquidity is summarized below:

		September 30,				June 30,
(in thousands)		2025				2025
Cash and cash equivalents		$	73,648			$	76,178
Investments, short-term			49,985				59,955
Investments, long-term			70,045				60,030
Availability under existing credit facility			121,202				120,952
Total Available Liquidity		$	314,880			$	317,115

At September 30, 2025, we had working capital of $141.8 million compared with $157.1 million at June 30, 2025 and a current ratio of 1.9 at September 30, 2025, compared with 2.0 at June 30, 2025. Our non-U.S. subsidiaries held $5.2 million in cash and cash equivalents at September 30, 2025, which we have determined to be indefinitely reinvested.

Summary of Cash Flows

At September 30, 2025, we held cash and cash equivalents of $73.6 million compared with $76.2 million at June 30, 2025. Cash and cash equivalents aggregated to 10.0% of our total assets at September 30, 2025 compared with 10.3% at June 30, 2025. In addition to cash and cash equivalents, we had aggregated investments of $120.0 million at both September 30, 2025 and June 30, 2025. Our investments are in U.S. Treasury bills and notes, which we expect will further enhance our returns on excess cash. Our short-term U.S. Treasury bills totaled $50.0 million with maturities of less than one year while our long-term U.S. Treasury notes totaled $70.0 million with maturities ranging between one and two years. We believe our cash, cash equivalents and investments are available to meet short-term liquidity needs.

Our cash, cash equivalents and restricted cash decreased $2.5 million or 3.3% during the first three months of fiscal 2026 due to $16.4 million in cash dividends paid, capital expenditures of $2.4 million and $1.8 million in taxes paid related to net share settlement of equity awards partially offset by $16.8 million of net cash provided by operating activities and proceeds from insurance recoveries of $1.4 million.

The following table illustrates the main components of our cash flows:

		Three months ended
(in millions)		September 30,
		2025				2024
Operating activities
Net income		$	10.5			$	14.7
Non-cash operating lease cost			8.4				8.1
Restructuring and other charges, net of gains			0.5				0.2
Payments on restructuring and other charges, net of proceeds			(0.6	)			(0.1	)
Depreciation and amortization			3.8				3.9
Deferred income taxes and other non-cash items			0.6				(0.1	)
Change in operating assets and liabilities			(6.4	)			(11.6	)
Total provided by operating activities		$	16.8			$	15.1
Investing activities
Capital expenditures		$	(2.4	)		$	(3.6	)
Purchases of investments, net of proceeds from sales			(0.1	)			0.8
Proceeds from insurance recoveries			1.4				-
Total used in investing activities		$	(1.1	)		$	(2.8	)
Financing activities
Dividend payments		$	(16.4	)		$	(20.2	)
Taxes paid related to net share settlement of equity awards			(1.8	)			(2.2	)
Payments on financing leases			(0.1	)			(0.1	)
Total used in financing activities		$	(18.3	)		$	(22.5	)

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Cash Provided by Operating Activities

We generated $16.8 million in cash from operating activities during the first three months of fiscal 2026 compared with $15.1 million in the prior year period due to improved working capital changes. Positive changes in working capital reflect a decrease in inventory within our retail segment, higher customer deposits and a decrease in accounts receivable from lower contract sales partially offset by an increase in prepaid expenses.

Cash Used in Investing Activities

Cash used in investing activities was $1.1 million during the first three months of fiscal 2026 compared with cash used of $2.8 million in the prior year. During fiscal 2026, we had $0.1 million of net purchases of investments, which related to $9.9 million of U.S. treasuries that matured and were subsequently reinvested for $10.0 million. In the prior year, we had $0.8 million of net purchases of investments, which related to $26.1 million of short-term U.S. treasuries that matured during the year and the subsequent reinvestment of $25.2 million. Capital expenditures during the first three months of fiscal 2026 were $2.4 million, down from $3.6 million in the prior year period. During the first quarter of fiscal 2026 we received $1.4 million in insurance proceeds from a fire within our Vermont sawmill. The recovered losses were from disposal of damaged inventory, inoperable equipment from fire damage, facility cleanup and restoration costs. The temporary disruption caused by the June 2025 fire did not have a material impact on our operations as the facility resumed operations by early July. 

Cash Used in Financing Activities

Cash used in financing activities was $18.3 million in the current year compared with $22.5 million a year ago. Total dividends paid were $16.4 million during the first three months of fiscal 2026, a decrease from $20.2 million paid a year ago due to the reduction in the special cash dividend, which went from $0.40 per share last year to $0.25 per share in the current year. In addition, during the first three months of fiscal 2026, a total of 62,627 shares valued at $1.8 million were repurchased from employees to satisfy their withholding tax obligations upon vesting of stock-based awards. This compared to $2.2 million repurchased for similar withholding tax obligations in the prior year period.

Restricted Cash

We present restricted cash as a component of total cash and cash equivalents on our consolidated statements of cash flows and within Other assets on our consolidated balance sheets. At both September 30, 2025 and June 30, 2025, we held $0.8 million of restricted cash related to our insurance captive.

Exchange Rate Changes

Due to changes in foreign currency exchange rates, namely the Mexican Peso, Canadian Dollar and Honduran Lempira against the U.S. Dollar, our cash and cash equivalents increased by less than $0.1 million during the first three months of fiscal 2026 compared with a decrease of $0.2 million in the prior year period. These changes had an immaterial impact on our cash balances held in Mexico, Canada and Honduras.

Capital Resources, including Material Cash Requirements

Sources of Liquidity

Capital Needs. On January 26, 2022, we entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent and syndication agent and Capital One, National Association, as documentation agent. The Credit Agreement amended and restated the Second Amended and Restated Credit Agreement, dated as of December 21, 2018, as amended. The Credit Agreement provides for a $125 million revolving credit facility (the “Facility”), subject to borrowing base availability, with a maturity date of January 26, 2027. The Credit Agreement also provides us with an option to increase the size of the Facility up to an additional amount of $60 million. Availability under the Facility fluctuates according to a borrowing base calculated on eligible accounts receivable and inventory, net of customer deposits and reserves. The Facility includes covenants that apply under certain circumstances, including a fixed-charge coverage ratio requirement that applies when excess availability under the credit line is less than certain thresholds. At September 30, 2025, we were not subject to the fixed-charge coverage ratio requirement, had no borrowings outstanding under the Facility, were in compliance with all other covenants and had borrowing availability of $121.2 million of the $125.0 million credit commitment. We incurred financing costs of $0.5 million during fiscal 2022, which are being amortized as interest expense over the remaining life of the Facility using the effective interest method.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Letters of Credit. At September 30, 2025 and June 30, 2025, respectively, there were $3.8 million and $4.0 million of standby letters of credit outstanding under the Facility.

Uses of Liquidity

Capital Expenditures. Capital expenditures during the first three months of fiscal 2026 totaled $2.4 million compared with $3.6 million in the prior year period. Current year capital expenditures were primarily for retail design center construction, new manufacturing equipment and additional investments in technology. New Company-operated design centers in Colorado Springs, CO and Concord, Canada were opened during the first quarter of fiscal 2026 that showcase our unique style while combining complimentary interior design services with technology.

We have no material contractual commitments outstanding for future capital expenditures and anticipate that cash from operations will be sufficient to fund future capital expenditures at least for the next twelve months and foreseeable future.

Dividends. Our Board of Directors has sole authority to determine if and when we will declare future dividends and on what terms. We have a strong history of returning capital to shareholders and continued this practice during fiscal 2026 by paying a special dividend of $0.25 per share in addition to a regular quarterly dividend of $0.39 per share. During the first three months of fiscal 2026, we paid total cash dividends of $16.4 million. We have paid a special cash dividend in each of the past six fiscal years and paid a cash dividend every year since 1996. Although we expect to continue to declare and pay cash dividends for the foreseeable future, the payment of future cash dividends is within the discretion of our Board of Directors and will depend on our earnings, operations, financial condition, capital requirements and general business outlook, among other factors. Our credit agreement also includes covenants that set limitations on our ability to pay dividends.

Share Repurchase Program. There were no share repurchases under our existing multi-year share repurchase program (the “Share Repurchase Program”) during the first three months of fiscal 2026 or 2025. At September 30, 2025, we had a remaining authorization to repurchase 2,007,364 shares of our common stock pursuant to our Share Repurchase Program. The timing and amount of any future share repurchases in the open market and through privately negotiated transactions will be determined by the Company’s officers at their discretion and based on a number of factors, including an evaluation of market and economic conditions while also maintaining financial flexibility.

Material Cash Requirements from Contractual Obligations

Fluctuations in our operating results, levels of inventory on hand, operating lease commitments, the degree of success of our accounts receivable collection efforts, the timing of tax payments, the rate of written orders and net sales, levels of customer deposits on hand, the payment of cash dividends, and capital expenditures to support the growth of our operations will impact our liquidity and cash flows in future periods. The effect of our contractual obligations on our liquidity and capital resources in future periods should be considered in conjunction with the factors mentioned here. At June 30, 2025, we had total contractual obligations of $182.8 million, including $146.3 million related to operating and finance lease commitments and $21.0 million of open purchase orders. Except for $8.7 million in operating lease payments made to our landlords and $10.0 million of operating lease assets obtained in exchange for $10.0 million of operating lease liabilities during fiscal 2026, there were no other material changes in our contractual obligations as previously disclosed in our 2025 Annual Report on Form 10-K.

Other Arrangements

We do not utilize or employ any other arrangements in operating our business. As such, we do not maintain any retained or contingent interests, derivative instruments or variable interests which could serve as a source of potential risk to our future liquidity, capital resources and results of operations.

Significant Accounting Policies

We disclose our significant accounting policies in Note 3, Summary of Significant Accounting Policies, in the notes to our consolidated financial statements included in our 2025 Annual Report on Form 10-K. There have been no changes in our significant accounting policies during the first three months of fiscal 2026 from those disclosed in our 2025 Annual Report on Form 10-K.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with GAAP. In some cases, these principles require management to make difficult and subjective judgments regarding uncertainties and, as a result, such estimates and assumptions may significantly impact our financial results and disclosures. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We base our estimates on currently known facts and circumstances, prior experience and other assumptions we believe to be reasonable. We use our best judgment in valuing these estimates and may, as warranted, use external advice. Actual results could differ from these estimates, assumptions, and judgments and these differences could be significant. We make frequent comparisons throughout the year of actual experience to our assumptions to reduce the likelihood of significant adjustments and will record adjustments when differences are known.

We disclose our critical accounting estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K. There have been no significant changes in our critical accounting estimates during the first three months of fiscal 2026 from those disclosed in our 2025 Annual Report on Form 10-K.

Recent Accounting Pronouncements

See Note 3, Recent Accounting Pronouncements, to the consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of recent accounting pronouncements, including the expected dates of adoption.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to the following market risks, which could impact our financial position and results of operations.

Interest Rate Risk

Debt

Interest rate risk exists primarily through our borrowing activities. Short-term debt, if required, is used to meet working capital requirements and long-term debt, if required, is generally used to finance long-term investments. There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements. While we had no fixed or variable rate borrowings outstanding at September 30, 2025, we could be exposed to market risk from changes in risk-free interest rates if we incur variable rate debt in the future as interest expense will fluctuate with changes in the SOFR. We believe that a hypothetical 100 basis point change (up or down) in interest rates based on one-month SOFR would not have a material impact on our results of operations and financial condition.

Cash, Cash Equivalents and Investments

The fair market value of our cash and cash equivalents at September 30, 2025 was $73.6 million while our investments (short and long-term) totaled $120.0 million. Our cash and cash equivalents consist of demand deposits and money market funds with original maturities of three months or less and are reported at fair value. Our investments consist of U.S. treasuries with maturities ranging up to two years and are reported at fair value based on observable inputs. Our primary objective for holding available-for-sale securities is to achieve appropriate investment returns consistent with preserving principal and managing risk. Pursuant to our established investment policy guidelines, we try to achieve high levels of credit quality, liquidity and diversification. At any time, a sharp rise in market interest rates could have an impact on the fair value of our available-for-sale securities portfolio. Conversely, declines in interest rates, including the impact from lower credit spreads, could have an adverse impact on interest income for our investment portfolio. However, because of our investment policy and the nature of our investments, our financial exposure to fluctuations in interest rates is expected to remain low. We do not believe that the value or liquidity of our cash equivalents and investments have been materially impacted by current market events. Our available-for-sale securities are held for purposes other than trading and are not leveraged at September 30, 2025. We monitor our interest rate and credit risks and believe the overall credit quality of our portfolio is strong. It is anticipated that the fair market value of our cash equivalents and investments will continue to be immaterially affected by fluctuations in interest rates.

Foreign Currency Exchange Risk

Foreign currency exchange risk is primarily limited to the operation of our Company-operated retail design centers located in Canada and our manufacturing plants in Mexico and Honduras, as substantially all purchases of imported parts and finished goods are denominated in U.S. dollars. As such, foreign exchange gains or losses resulting from market changes in the value of foreign currencies have not had, nor are they expected to have, a material effect on our consolidated results of operations. A decrease in the value of foreign currencies relative to the U.S. dollar may affect the profitability of our vendors, but as we employ a balanced sourcing strategy, we believe any impact would be moderate relative to peers in our industry.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

The financial statements of our foreign locations are translated into U.S. dollars using period-end rates of exchange for assets and liabilities and average rates for the period for revenues and expenses. Translation gains and losses that arise from translating assets, liabilities, revenues and expenses of foreign operations are recorded in accumulated other comprehensive (loss) income as a component of shareholders’ equity. Foreign exchange gains or losses resulting from market changes in the value of foreign currencies did not have a material impact during any of the fiscal periods presented in this Quarterly Report on Form 10-Q.

A hypothetical 10% weaker U.S. dollar against all foreign currencies at September 30, 2025 would have had an immaterial impact on our consolidated results of operations and financial condition. We currently do not engage in any foreign currency hedging activity and have no intention of doing so in the foreseeable future.

Duties and Tariffs Risk

We are exposed to risk with respect to tariffs assessed on raw materials, component parts and finished goods we import into the U.S. We are also subject to risks relating to other changes affecting imports, as we manufacture components and finished goods in Mexico and Honduras. While our upholstery products produced and exported out of our Mexican manufacturing facilities are compliant with the U.S.-Mexico-Canada Agreement, recent tariffs enacted in October 2025 under Section 232 of the Trade Expansion Act of 1962 have resulted in products entering the U.S. under the specific Harmonized Tariff Schedule codes being subject to tariff. Our case goods products produced and exported out of our Honduras facility are currently subject to tariff but are reduced based on the consumption of U.S. sourced raw material wood under the Central America-Dominican Republic Free Trade Agreement. With regards to our imported finished goods and raw materials, our exposure is primarily concentrated on imported case goods from Indonesia, select fabrics from Asia and imported home accent products, consisting mostly of lighting from China and area rugs from India.

The recent introduction of additional tariffs by the U.S. and reciprocal tariffs by other countries has led to incremental costs for our raw materials and finished goods and negatively impacted our wholesale and consolidated margins. As duties rise and new tariffs are enacted, we will continually evaluate whether a retail price increase to help offset these incremental costs is warranted. Additionally, we believe our North America manufacturing (which represents approximately 75% of the furniture we sell) provides us with a strategic advantage to mitigate the impact of higher tariffs. By controlling more aspects of the production process within North America, we believe we can mitigate some of our vulnerability to disruptions and cost increases associated with importing materials and finished goods from tariff-affected regions.

Raw Materials and Other Commodity Price Risk

We are exposed to market risk from changes in the cost of raw materials used in our manufacturing processes, principally wood, fabric and foam products. The cost of foam products, which are petroleum-based, is sensitive to changes in the price of oil. We are also exposed to risk with respect to transportation costs, including shipping container and fuel prices, for delivering our products. Should future commodity prices and transportation costs rise, we will determine whether a retail price increase to help offset these incremental costs is warranted. To the extent that an increase in these costs would have a material impact on our results of operations, we believe that our competitors would experience a similar impact.

Inflation Risk

Our results of operations and financial condition are presented based on historical cost. We believe any material inflationary impact on our product and operating costs would be partially offset by our ability to increase retail selling prices. We have been able to reduce certain manufacturing input costs by identifying lower cost alternatives in raw materials as well as implemented operational efficiencies, including reduced headcount, which have helped to reduce the impact of inflation.

Commercial Real Estate Market Risk

We have potential exposure to market risk related to conditions in the commercial real estate market. At September 30, 2025, there were 143 Company-operated retail design centers, of which 48 are owned and 95 are leased. Our retail segment real estate holdings could suffer significant impairment in value if we are forced to close design centers and sell or lease the related properties during periods of weakness in certain markets. We are also exposed to risk related to conditions in the commercial real estate rental market with respect to the right-of-use assets we carry on our consolidated balance sheets for leased design center locations and warehouse and distribution facilities. At September 30, 2025, the unamortized balance of such right-of-use assets totaled $111.6 million. Should we have to close one or more of these leased locations, we could incur additional impairment charges if rental market conditions do not support a fair value for the right-of-use asset in excess of its carrying value.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Chairman, President and Chief Executive Officer (“CEO”) and Senior Vice President, Chief Financial Officer and Treasurer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO have concluded that, as of September 30, 2025, our disclosure controls and procedures are effective to provide reasonable assurance that information relating to us (including our consolidated subsidiaries), which is required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material changes during the first three months of fiscal 2026 to the Company’s legal matters disclosed in Part I, Item 3, Legal Proceedings, in our 2025 Annual Report on Form 10-K.

Item 1A. Risk Factors

There have been no material changes during the first three months of fiscal 2026 to the Company’s risk factors disclosed in Part I, Item 1A, Risk Factors, in our 2025 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Items 2(a) and (b) are not applicable as there have been no unregistered sales of equity securities.

(c) Issuer Purchases of Equity Securities

Our Board of Directors has authorized management, at its discretion, to make repurchases of its common stock in the open market and through privately negotiated transactions, subject to market conditions, pursuant to our previously announced repurchase program. There is no expiration date on the repurchase authorization and the amount and timing of future share repurchases, if any, will be determined by our officers at their discretion, and as allowed by securities laws, covenants under existing bank agreements and other legal and contractual requirements, and will be based on a number of factors, including an evaluation of general market and economic conditions and the trading price of the common stock. The share repurchase program may be suspended or discontinued at any time without prior notice.

We did not repurchase any shares of our outstanding common stock during the first quarter of fiscal 2026 under the existing share repurchase program. At September 30, 2025, we had a remaining authorization to repurchase 2,007,364 shares of our common stock pursuant our program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Officers

None of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement (each as defined in Item 408(a) and (c) of Regulation S-K) during the first quarter of fiscal 2026.

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

Item 6. Exhibits

(a) Exhibits

The following documents are filed as exhibits to this report:

Exhibit Number		Exhibit Description	Incorporated by Reference				Filed Herewith	Furnished Herewith
			Form	File No.	Exhibit	Filing Date
3.1		Amended and Restated Certificate of Incorporation	8-K	001-11692	3(a)	11/18/2016
3.2		Amended and Restated By-laws of the Company	8-K	001-11692	3(d)	11/18/2016
31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)					X
31.2		Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)					X
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002						X
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002						X
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document					X
101.SCH		Inline XBRL Taxonomy Extension Schema Document					X
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document					X
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document					X
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document					X
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)					X

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ETHAN ALLEN INTERIORS INC. AND SUBSIDIARIES

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 thereunto duly authorized.

	ETHAN ALLEN INTERIORS INC.
	(Registrant)
Date: October 29, 2025	BY:         /s/ M. Farooq Kathwari
	M. Farooq Kathwari
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer and Authorized Signatory)

Date: October 29, 2025	BY:         /s/ Matthew J. McNulty
	Matthew J. McNulty
	Senior Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer and Principal Accounting Officer)

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FAQ

How did Ethan Allen (ETD) perform in Q1 fiscal 2026?

Net sales were $146.984 million, diluted EPS was $0.41, operating income was $9.967 million, and gross margin was 61.4%.

What were ETD’s cash and debt levels at quarter-end?

ETD had $193.7 million in total cash, cash equivalents and investments and no outstanding debt.

How did orders trend for ETD’s segments?

Retail written orders increased 5.2%, while wholesale written orders decreased 7.1%.

What drove ETD’s margin and expense changes?

Gross margin rose to 61.4% from lower input costs and mix; SG&A rose 4.8% due to higher marketing and fixed-cost deleverage.

What was ETD’s operating cash flow in the quarter?

Operating cash flow was $16.8 million, up from $15.1 million in the prior-year quarter.

Did ETD return capital to shareholders?

Yes. ETD paid a regular quarterly dividend of $0.39 per share and a special dividend of $0.25 per share.

How did segment sales perform?

Wholesale net sales increased 1.1% to $86.961 million; retail net sales decreased 3.2% to $128.563 million.