Ethan Allen CEO Receives 45,569 Shares; 44,111 Withheld for Taxes

Rhea-AI Filing Summary

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

Insights

Corporate Governance Expert

TL;DR: Routine executive vesting and withholding; shows executive compensation payout and tax withholding mechanics.

The Form 4 documents the vesting and issuance of performance-based stock units previously granted on August 9, 2022, which vested and were issued on August 29, 2025. The report identifies the number of shares issued (45,569) and the number withheld (44,111) to satisfy tax obligations using the closing price of $29.51. The filing lists direct and indirect beneficial ownership aggregates, including shares held by spouse, retirement plan holdings, and trust accounts, consistent with required Section 16 disclosure practices.

Securities/Compensation Analyst

TL;DR: Compensation-related share issuance occurred; withholding consumed most of the issued shares.

The filing clarifies that these were performance-based stock units granted in 2022 that resulted in a vested issuance in 2025. The nearly equal share withholding (44,111 withheld vs. 45,569 issued) indicates tax withholding was calculated using the reported closing price of $29.51 on the issuance date. The reported post-transaction beneficial ownership levels (1,657,763 and 1,613,652 after withholding) should be used by investors and governance reviewers to track insider holdings and dilution from equity-based compensation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KATHWARI M FAROOQ

(Last) (First) (Middle)

25 LAKE AVENUE EXT.

(Street)

DANBURY CT 06811

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ETHAN ALLEN INTERIORS INC [ ETD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/29/2025		M		45,569(1)	A	$29.51	1,657,763	D
Common Stock	08/29/2025		F		44,111(2)	D	$29.51	1,613,652	D
Common Stock								15,364	I	Shares held by spouse
Common Stock								8,565.25	I	Shares held in 401(k) plan
Common Stock								91,600	I	Grandchildren's trust accounts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of performance-based stock units, previously granted on August 9, 2022, that were earned and subsequently vested and issued on August 29, 2025.

2. Represents the number of shares withheld at vesting to cover required tax withholding. The fair market value of the Ethan Allen Interiors Inc. common stock, used for the purposes of calculating the number of shares to be withheld, was the closing price of Ethan Allen Interiors Inc. common stock as reported on August 29, 2025.

	/s/ Matthew J. McNulty as attorney-in-fact for M. Farooq Kathwari	08/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transaction did ETD insider M. Farooq Kathwari report on Form 4?

The filing reports vesting and issuance of 45,569 performance-based stock units that vested and were issued on 08/29/2025.

How many shares were withheld for taxes in the ETD Form 4 filing?

The filing states that 44,111 shares were withheld at vesting to satisfy required tax withholding.

What price was used to calculate the withholding for the ETD transaction?

The fair market value used was the closing price of Ethan Allen Interiors Inc. common stock on 08/29/2025, reported as $29.51.

What were M. Farooq Kathwari's reported beneficial holdings after the transaction?

The filing shows 1,657,763 shares beneficially owned following the issuance and 1,613,652 after withholding.

Does the Form 4 disclose indirect holdings for the reporting person?

Yes. It discloses 15,364 shares held by spouse, 8,565.25 shares in a 401(k) plan, and 91,600 shares in grandchildren's trust accounts.