Ethan Allen 5.2% holder starts proxy contest for board

An investor group holding 5.2% of Ethan Allen’s stock has launched a proxy contest to elect five director nominees at the 2026 annual meeting.

Rhea-AI Filing Summary

Ethan Allen Interiors Inc. (ETD) is the subject of a proxy contest led by DGB Investment, Inc. and Douglas G. Bergeron, who have filed a preliminary proxy statement and a WHITE universal proxy card for the Company’s 2026 annual meeting of stockholders.

DGB and associated participants, who report 5.2% beneficial ownership of Ethan Allen’s common stock, are soliciting votes for a slate of five director nominees to be elected to the Board of Directors. Additional campaign materials and nominee information are being made available through the SEC website and a dedicated shareholder website.

Key Figures

Reported beneficial ownership stake: 5.2% of outstanding common stock Shares held by DGB Investment, Inc.: 1,050,000 shares Shares held by Residence Trust: 90,000 shares +5 more

8 metrics

Reported beneficial ownership stake 5.2% of outstanding common stock Beneficial ownership in Ethan Allen reported by Douglas G. Bergeron and affiliates

Shares held by DGB Investment, Inc. 1,050,000 shares Common stock directly beneficially owned by DGB Investment

Shares held by Residence Trust 90,000 shares Common stock directly beneficially owned by Douglas Bergeron Qualified Personal Residence Trust

Shares held by Nieces and Nephews Trust 135,000 shares Common stock directly beneficially owned by Bergeron Nieces and Nephews Trust

Shares attributed to Bergeron via entities 1,275,000 shares Aggregate common stock that may be deemed beneficially owned by Douglas G. Bergeron through DGB Investment and the two trusts

Shares held by Jennifer M. Harrison 25,000 shares Common stock directly beneficially owned by participant Jennifer M. Harrison

Number of director nominees 5 nominees Director candidates proposed by DGB Investment for Ethan Allen’s Board

Meeting year 2026 Year of Ethan Allen’s annual meeting referenced in the proxy solicitation

Key Terms

preliminary proxy statement, WHITE universal proxy card, beneficially owns, proxy solicitor, +1 more

5 terms

preliminary proxy statement regulatory

"today filed a preliminary proxy statement with the U.S. Securities and Exchange Commission"

A preliminary proxy statement is an advance draft of the information a company will send shareholders before a vote, outlining items like board elections, mergers, executive pay, and shareholder proposals. It matters to investors because it lays out what will be decided, management’s recommendations, and key facts that can affect a company’s direction and stock value — like receiving the agenda and background packet before a town-hall vote.

WHITE universal proxy card regulatory

"filed a preliminary proxy statement and accompanying WHITE universal proxy card"

beneficially owns financial

"DGB Investment directly beneficially owns 1,050,000 shares of the Company’s Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

proxy solicitor regulatory

"REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR"

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

proxy solicitation regulatory

"The participants in this proxy solicitation will provide copies of the proxy statement"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

FAQ

What does the DFAN14A filing reveal about Ethan Allen (ETD)?

The filing describes a proxy solicitation by DGB Investment, Inc. and Douglas G. Bergeron for Ethan Allen’s 2026 annual meeting, including a preliminary proxy statement, a WHITE universal proxy card, and a slate of five director nominees for election to the Board of Directors.

How much of Ethan Allen (ETD) stock does Douglas G. Bergeron’s group report owning?

Douglas G. Bergeron and affiliated entities report 5.2% beneficial ownership of Ethan Allen’s outstanding common stock, including 1,050,000 shares held by DGB Investment, 90,000 shares held by the Residence Trust, and 135,000 shares held by the Nieces and Nephews Trust.

What is DGB Investment seeking at Ethan Allen’s 2026 annual meeting?

DGB Investment is soliciting proxies to elect its slate of five director nominees to Ethan Allen’s Board of Directors at the 2026 annual meeting, using a WHITE universal proxy card and related proxy materials filed with the SEC.

Who are the participants in the Ethan Allen (ETD) proxy solicitation?

Participants are expected to include DGB Investment, the Douglas Bergeron Qualified Personal Residence Trust, the Bergeron Nieces and Nephews Trust, Douglas G. Bergeron, Jennifer M. Harrison, Anna Brockway, Kristine E. Miller, Stephen Oblak and Stefanie Tsen Ward, as identified in the proxy materials.

Where can Ethan Allen (ETD) shareholders find the proxy materials from DGB Investment?

The proxy statement and related materials will be available without charge on the SEC’s website at https://www.sec.gov. DGB’s participants also intend to provide copies upon request, and additional information is posted at www.EthanAllenGrowth.com.

How many Ethan Allen (ETD) shares do other named participants hold?

As disclosed, Jennifer M. Harrison directly beneficially owns 25,000 Ethan Allen shares. Anna Brockway, Kristine E. Miller, Stephen Oblak and Stefanie Tsen Ward are reported as not beneficially owning any Ethan Allen common shares as of the stated date.

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Available on EDGAR 09/04/2026 - 05:23 PM Accepted by SEC EDGAR 09/04/2026 - 05:22 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under § 240.14a-12

ETHAN ALLEN INTERIORS INC.

(Name of Registrant as Specified In Its Charter)

DGB Investment, Inc.

Douglas Bergeron Qualified Personal Residence Trust

Bergeron Nieces and Nephews Trust

DOUGLAS G. BERGERON

Anna Brockway

Kristine E. Miller

Stephen Oblak

Stefanie Tsen Ward

Jennifer m. harrison

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

DGB Investment, Inc. (“DGB Investment”), Douglas G. Bergeron and the other participants named herein (collectively, “DGB”) have filed a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2026 annual meeting of stockholders of Ethan Allen Interiors Inc., a Delaware corporation (the “Company”).

Item 1: On September 4, 2026, DGB Investment issued the following press release:

Doug Bergeron Files Preliminary Proxy Statement for Ethan Allen’s 2026 Annual Meeting 

Details Company’s Prolonged Underperformance, Absent Digital Strategy, and Execution and Governance Failures Under Entrenched Leadership of Chairman and CEO Farooq Kathwari

Emphasizes Strength of Mr. Bergeron’s Director Candidates, Who Possess the Skillsets and Experiences Needed to Restore Growth and Revitalization at Ethan Allen

PARK CITY, Utah--(BUSINESS WIRE)--Doug Bergeron, a significant shareholder of Ethan Allen Interiors Inc. ("Ethan Allen" or the "Company") (NYSE: ETD) with beneficial ownership, collectively with his affiliates and associates, of 5.2% of Ethan Allen’s outstanding common stock, today filed a preliminary proxy statement with the U.S. Securities and Exchange Commission in connection with his nomination of five highly qualified and experienced candidates for election to Ethan Allen's Board of Directors (the “Board”) at the Company's 2026 Annual Meeting of Stockholders.

In the preliminary proxy statement, Mr. Bergeron describes:

· Ethan Allen’s declining revenue, lost market share, languishing share price performance and diminished investor confidence under the leadership of its Chairman, President and CEO, Farooq Kathwari;

· A Board that has failed to hold management accountable or oversee the strategic and leadership changes the Company urgently needs; and

· Why his alternative slate of director candidates, including Mr. Bergeron, Anna Brockway, Kristine Miller, Steve Oblak and Stefanie Tsen Ward, are best positioned to restore growth and shareholder value.

Mr. Bergeron commented, “Ethan Allen is an iconic American business with a strong brand and product portfolio, yet the Company has significantly underperformed its luxury peers and the broader market for nearly two decades. While it would be easy to attribute this underperformance to structural industry challenges or cyclical headwinds, we believe a series of strategic missteps, ineffective execution and weak governance practices under the current Board and its long-tenured Chairman, President and CEO, Farooq Kathwari, are to blame.

“With revenue cut nearly in half since 2006, the Company’s substantial fixed cost infrastructure will soon become untenable – eroding margins and leading to reduced, and eventually, no, profitability. This downward spiral will only accelerate if the Board continues to rashly issue special dividends that deplete the Company’s excess cash rather than investing these funds behind business reinvention, including the digital tools and omnichannel capabilities that furniture retailers need to compete in today’s day and age. Without a new, brand-focused strategy, disciplined capital allocation and materially improved execution across digital marketing and retail, Ethan Allen will continue to shrink, and shareholders will pay the price.

“I invested significant personal capital because I believe, with the right Board, this Company can deliver profitable growth and long-term shareholder value. The nominees we have put forth are proven operators who know how to build modern, omnichannel retail businesses and hold leadership accountable when results do not follow the rhetoric. We look forward to engaging with our fellow shareholders in the coming weeks and are committed to earning your vote for the change this Company desperately needs."

The preliminary proxy statement is available free of charge on the SEC's website at www.sec.gov.

For more information on Mr. Bergeron’s campaign, including the case for change and nominee biographies, shareholders are encouraged to visit www.EthanAllenGrowth.com.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

DGB Investment, Inc. (“DGB Investment”) and Douglas G. Bergeron, together with the other participants named herein, have filed a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit proxies with respect to the election of DGB Investment’s slate of highly qualified director candidates and the other proposals to be presented at the 2026 annual meeting of stockholders of Ethan Allen Interiors Inc., a Delaware corporation (“ETD” or the “Company”).

THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTPS://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the solicitation are expected to be DGB Investment, Douglas Bergeron Qualified Personal Residence Trust (the “Residence Trust”), Bergeron Nieces and Nephews Trust (the “Nieces and Nephews Trust”), Douglas G. Bergeron, Jennifer M. Harrison, Anna Brockway, Kristine E. Miller, Stephen Oblak and Stefanie Tsen Ward.

As of the date hereof, DGB Investment directly beneficially owns 1,050,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”). As of the date hereof, the Residence Trust directly beneficially owns 90,000 shares of Common Stock. As of the date hereof, the Nieces and Nephews Trust directly beneficially owns 135,000 shares of Common Stock. Mr. Bergeron, as President and sole stockholder of DGB Investment and as trust advisor for each of the Residence Trust and the Nieces and Nephews Trust, may be deemed to beneficially own the 1,275,000 shares of Common Stock directly beneficially owned in the aggregate by DGB Investment, the Residence Trust and the Nieces and Nephews Trust. As of the date hereof, Ms. Harrison directly beneficially owns 25,000 shares of Common Stock. As of the date hereof, Mses. Brockway, Miller and Ward and Mr. Oblak do not beneficially own any shares of Common Stock.

Contacts

Media Contact:

DGB@gasthalter.com

Investor Contact:

Bruce Goldfarb / Chuck Garske

Okapi Partners

(877) 285-5990

info@okapipartners.com

Item 2: Also on September 4, 2026, DGB Investment posted the following material to www.EthanAllenGrowth.com: