[Form 4] ETHAN ALLEN INTERIORS INC Insider Trading Activity

Rhea-AI Filing Summary

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

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

Positive

• 10b5-1 trading plan disclosed (adopted June 10, 2025; effective Sept 15, 2025), demonstrating advance planning and transparency
• CEO retains substantial direct ownership: 1,598,652 shares reported after the transactions
• Additional indirect holdings disclosed (spouse, 401(k), and 2020 trusts), improving ownership transparency

Negative

• Insider sales executed: 15,000 shares sold by M. Farooq Kathwari at $29.37
• Foundation sale: Irfan Kathwari Foundation sold 11,000 shares on Sept 15, 2025 as stated in the explanation

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a disclosed 10b5-1 plan, indicating preplanned disposition rather than opportunistic trading.

The filing documents pre-established sales under a Rule 10b5-1 plan adopted June 10, 2025 and effective September 15, 2025, which typically provides an affirmative defense against insider trading claims when properly implemented. The disclosure in the issuer's Annual Report on August 22, 2025 is consistent with good governance practice for transparency. The CEO remains a substantial holder with 1,598,652 shares directly beneficially owned, while several indirect and trust holdings are also reported. From a governance perspective, documented advance planning and public disclosure reduce regulatory and reputational risk compared with undisclosed ad-hoc insider sales.

Securities Analyst

TL;DR: Reported disposals are modest relative to total direct holdings and were executed at $29.37 under a disclosed plan.

The Form 4 shows direct sales of 15,000 shares at $29.37 and additional trust/foundation sales totaling 11,000 shares by the Irfan Kathwari Foundation on the same date. While the transactions reduce short-term insider holdings, the CEO still beneficially owns a large equity stake (1,598,652 shares directly). The presence of multiple indirect holdings (spouse, 401(k), and 2020 trusts) is documented. These facts are neutral in isolation; they disclose liquidity events but do not provide operational or financial performance information.

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).

X

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)
09/15/2025

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	09/15/2025		S(1)		15,000	D	$29.37	1,598,652	D
Common Stock								15,364	I	Shares held by spouse
Common Stock								8,552	I	Shares held in 401(k) plan
Common Stock	09/15/2025		S(1)		175	D	$29.37	22,725	I	2020 Trust FBO Kolhai Gibran Kathwari
Common Stock	09/15/2025		S(1)		175	D	$29.37	22,725	I	2020 Trust FBO Zavier Irfan Kathwari
Common Stock	09/15/2025		S(1)		175	D	$29.37	22,725	I	2020 Trust FBO Samantha Maxime Van Puyenbroeck-Kathwari
Common Stock	09/15/2025		S(1)		175	D	$29.37	22,725	I	2020 Trust FBO Gabriel Alexander Van Puyenbroeck-Kathwari

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. This transaction was pursuant to a Rule 10b5-1 stock selling plan adopted on June 10, 2025 by M. Farooq Kathwari, with an effective date of September 15, 2025. This trading plan was previously disclosed in the Issuer's Annual Report on Form 10-K filed on August 22, 2025. In addition, on September 15, 2025, 11,000 shares of Ethan Allen common stock were sold by the Irfan Kathwari Foundation (all of whose shares Mr. Kathwari is deemed to beneficially own, but over which he has no reportable pecuniary interest) pursuant to the above-referenced Rule 10b5-1 stock selling plan.

	/s/ Matthew J. McNulty as attorney-in-fact for M. Farooq Kathwari	09/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did ETD reporting person M. Farooq Kathwari disclose on Form 4?

The Form 4 shows direct sales of 15,000 shares at $29.37 on 09/15/2025 and additional small trust dispositions; the Irfan Kathwari Foundation sold 11,000 shares the same day.

Was the insider trading activity by ETD's CEO part of a prearranged plan?

Yes. The transactions were executed pursuant to a Rule 10b5-1 stock selling plan adopted on June 10, 2025 with an effective date of September 15, 2025.

How many shares does M. Farooq Kathwari beneficially own after the reported transactions?

The Form 4 reports 1,598,652 shares directly beneficially owned following the reported transactions.

Did the filing disclose other forms of indirect ownership for the ETD reporting person?

Yes. The filing lists 15,364 shares held by spouse, 8,552 shares in a 401(k) plan, and shares held in multiple 2020 trusts for named beneficiaries.

Where was the 10b5-1 plan disclosure previously filed?

The explanatory note states the 10b5-1 plan was previously disclosed in the issuer's Annual Report filed on August 22, 2025.