[Form 4] Ethan Allen Interiors Inc Insider Trading Activity

Rhea-AI Filing Summary

Douglas H. Diefenbach, SVP, Business Development at Ethan Allen Interiors Inc. (ETD), reported an internal equity withholding tied to vesting of company stock. The filing shows a transaction dated 08/11/2025 in which 164 shares were withheld to cover required tax withholding; the withholding used the closing market price on that date. After the withholding, the report lists 5,933 shares held directly by Mr. Diefenbach and 977 shares held indirectly in a 401(k) plan. The Form 4 indicates this action was a routine tax-withholding event tied to share vesting rather than an open-market sale or new acquisition.

Positive

• Officer retains direct ownership of 5,933 shares, indicating continued insider alignment with the company
• 164 shares were withheld for taxes at vesting, a routine administrative action rather than an open-market sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine tax-withholding at vesting was reported; ownership remains largely intact and the action is not material to shareholders.

The Form 4 discloses that 164 shares were withheld to satisfy tax obligations related to vesting. The reporting person is an officer and director, and retains 5,933 shares directly plus 977 shares indirectly in a 401(k). There is no indication of open-market sales, leadership changes, or other governance actions. From a governance perspective, this is a routine equity-compensation settlement with no evident impact on control or governance structure.

Equity Compensation Specialist

TL;DR: Withholding of vested shares for taxes is standard; the report documents the mechanics and remaining holdings.

The explanation clarifies that the 164 shares represent tax-withholding at vesting and that the fair market value used was the closing price on the transaction date. The filing separately discloses 5,933 shares held directly and 977 shares in a 401(k). This pattern—withholding shares at vesting rather than selling additional shares—aligns with typical equity-compensation administration and does not indicate a change in compensation policy or an unusual liquidity event.

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

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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^*

Diefenbach Douglas H.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Business Development

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		F		164(1)	D	$29.47	5,933	D
Common Stock								977	I	Shares held in 401(k) plan.

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 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 11, 2025.

	/s/ Matthew J. McNulty as attorney-in-fact for Douglas H. Diefenbach	08/12/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Douglas H. Diefenbach report on the ETD Form 4?

The Form 4 reports that 164 shares were withheld to cover tax withholding08/11/2025.

How many shares does the reporting person hold after the transaction?

The filing shows 5,933 shares held directly and 977 shares held indirectly in a 401(k) plan following the reported transaction.

What price was used to calculate the tax withholding?

The fair market value used to calculate the number of shares withheld was the closing price on 08/11/2025, shown in the filing as $29.47.

Does the Form 4 show any open-market sales by the reporting person?

No. The filing indicates the action was share withholding at vesting to satisfy taxes, not an open-market sale or voluntary disposition.

What is the reporting person's role at Ethan Allen (ETD)?

The report lists Douglas H. Diefenbach as an Officer (SVP, Business Development) and as a Director of the company.