June 26, 2026

Dear Stockholders:

It is my pleasure to invite you to this year’s Annual Meeting of Stockholders, which will be held on Monday, August 10, 2026, at 3:00 p.m., Central Daylight Time, at our executive offices located at 8184 Highway 44, Suite 111, Gonzales, Louisiana.

Details regarding the Annual Meeting and the business to be conducted are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in the accompanying proxy statement. We have also made available a copy of our 2026 Annual Report to Stockholders with this proxy statement. We encourage you to read these materials, which include our audited financial statements and provide information about our business.

We have elected to provide access to our proxy materials over the Internet in accordance with the U.S. Securities and Exchange Commission’s “notice and access” rules. Accordingly, most stockholders will not receive paper copies of our proxy materials. The Notice of Internet Availability of Proxy Materials provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. You may vote over the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the Annual Meeting, then you may vote your shares in person even though you have previously voted your proxy.

Thank you for your ongoing support of, and continued interest in, Crown Crafts.

Sincerely,

Zenon S. Nie

Chairman of the Board of Directors

NOTICE OF THE

2026 ANNUAL MEETING OF STOCKHOLDERS

June 26, 2026

By Order of the Board of Directors,

Claire K. Spencer

Vice President, Chief Financial Officer and Corporate Secretary

TABLE OF CONTENTS

Page

8184 Highway 44, Suite 111

Gonzales, Louisiana 70737

PROXY STATEMENT

FOR THE

2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 10, 2026

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving these proxy materials?

You received these proxy materials because you are a stockholder of Crown Crafts, Inc. (“Crown Crafts,” the “Company” or “we”). The Company’s Board of Directors (our “Board”) is soliciting your proxy to vote your shares of the Company’s Series A common stock, par value $0.01 (the “Common Stock”), at our 2026 Annual Meeting of Stockholders to be held at our executive offices, located at 8184 Highway 44, Suite 111, Gonzales, Louisiana, on Monday, August 10, 2026, at 3:00 p.m., Central Daylight Time, and any adjournment or postponement thereof (the “Annual Meeting”).

Our stockholders are requested to vote at the Annual Meeting on the matters summarized in this proxy statement (this “Proxy Statement”). This Proxy Statement includes information that we are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and is designed to assist you in voting your shares of Common Stock.

These proxy materials were first made available to our stockholders on or about June 26, 2026.

What is included in these materials?

The proxy materials for the Annual Meeting include:

If you received a paper copy of these materials, then the proxy materials also include a proxy card or voting instruction form.

A proxy statement is a document that SEC rules require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote your shares, and that other person is called a proxy. If you designate someone as your proxy in a written document, then that document is also called a proxy or a proxy card. We have designated Zenon S. Nie and Claire K. Spencer as proxies for the Annual Meeting.

Why did I receive a one-page notice in the mail or email notification regarding the Internet availability of proxy materials instead of a full set of proxy materials?

The SEC permits us to furnish proxy materials by providing access to those documents on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. Stockholders will not receive printed copies of the proxy materials unless they request them. The Notice instructs you as to how to submit your proxy on the Internet. If you would like to receive a paper or email copy of the proxy materials, then you should follow the instructions in the Notice for requesting those materials.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to:

Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of the Annual Meetings on the environment. If you choose to receive future proxy materials by email, then you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

What is being voted on at the Annual Meeting?

Stockholders are being asked to vote on the following proposals, which are more fully described in this Proxy Statement:

In addition to the above matters, we will transact any other business that may properly come before the Annual Meeting. As of the date of this Proxy Statement, our Board knows of no other matters that will be brought before the Annual Meeting. However, if other matters are properly presented at the Annual Meeting, then the persons named as proxies will vote in their discretion with respect to those matters.

Who may vote at the Annual Meeting?

You may vote if you are a stockholder of record of the Common Stock as of the close of business on June 12, 2026, the record date for the Annual Meeting (the “Record Date”). As of the Record Date, there were 10,760,287 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, held by 153 holders of record.

If you are a beneficial owner of the Common Stock as of the close of business on the Record Date, then you will receive voting instructions from the brokerage firm, bank or other nominee that holds your shares as the holder of record. You must follow the voting instructions of the holder of record in order for your shares to be voted.

As of the Record Date, our directors, director nominees and executive officers as a group beneficially owned, and were entitled to vote, 1,323,978 shares of Common Stock, or approximately 12.3% of the outstanding shares of Common Stock on that date.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding shares in their own name. There are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), then you are a “stockholder of record” who may vote at the Annual Meeting, and we are providing these proxy materials directly to you.

Beneficial Owner. If, on the Record Date, your shares were held in an account at a brokerage firm, bank or other nominee holder, then you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your brokerage firm, bank or other nominee holder who is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your brokerage firm, bank or other nominee holder how to vote your shares and to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. Obtaining a valid proxy may take several days.

How many votes am I entitled to cast?

Each holder of record of the Common Stock is entitled to one vote for each share of Common Stock held by such holder on the Record Date. Cumulative voting is not permitted, and stockholders are not entitled to appraisal or dissenters’ rights with respect to any matter to be voted on at the Annual Meeting.

Your shares can be voted at the Annual Meeting only if you are present or represented by a valid proxy.

How does the Board recommend I vote?

The Board has unanimously determined to recommend that stockholders vote:

How do I vote my shares?

If you are a stockholder of record, then you may vote using one of the following four methods:

The Notice provides instructions on how to access your proxy, which contains instructions on how to vote via the Internet or by telephone. For stockholders who received a paper proxy card in the mail, instructions for voting via the Internet, by telephone or by mail are set forth on the proxy card.

If you hold your shares in street name, then your brokerage firm, bank or other nominee who holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. The stockholder of record will provide you with instructions on how to vote your shares. Internet and telephone voting will be offered to stockholders owning shares through most brokerage firms and banks. As discussed above, if you would like to vote in person at the Annual Meeting, then you must contact the brokerage firm, bank or other nominee who holds your shares to obtain a valid proxy from them and bring it with you to the Annual Meeting. You will not be able to vote at the Annual Meeting unless you have a valid proxy from your brokerage firm, bank or other nominee holder.

Can I change my vote or revoke my proxy after I vote?

If you are a stockholder of record and vote by proxy, then you may change your vote at any time before the polls close at the Annual Meeting by:

You may also revoke your proxy before it is voted at the Annual Meeting by using one of the methods listed above.

If you hold your shares in street name, then you may change your vote or revoke your proxy by submitting new voting instructions to your brokerage firm, bank or other nominee holder. You must contact your brokerage firm, bank or other nominee holder to find out how to do so. However, since you are not the stockholder of record, you may not change your vote by voting those shares in person at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder authorizing you to vote at the Annual Meeting.

Will my shares be voted if I do not provide my proxy?

If you are a stockholder of record, then your shares will not be voted if you do not vote them at the Annual Meeting or provide a proxy.

What if I am a beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee in order to ensure your shares are voted in the way you would like. If you do not provide voting instructions to your bank, broker or other nominee, then whether your shares can be voted by such person will depend on the type of item being considered for vote. Proposals 1 and 2 are “non-routine” matters under New York Stock Exchange (“NYSE”) rules and therefore they may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners (so called “broker non-votes”). Proposal 3 is a “routine” matter under NYSE rules and therefore a matter on which banks, brokers and other nominees that do not receive voting instructions from beneficial owners may generally vote on this proposal in their discretion.

How many votes must be present to hold the Annual Meeting?

In order for us to conduct the Annual Meeting, the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote thereat must be present, in person or represented by proxy, at the Annual Meeting. This is referred to as a quorum. Your shares will be counted as present at the Annual Meeting if you do one of the following:

Abstentions and broker non-votes will be counted towards the quorum requirement. If a quorum is not present at the Annual Meeting, then it is expected that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

What vote is required to elect directors and approve the other proposals to be presented at the Annual Meeting?

What if my shares are registered in more than one person’s name?

If you own shares that are registered in the name of more than one person, then each person must sign the proxy. If an attorney, executor, administrator, trustee, guardian or any other person signs the proxy in a representative capacity, then the full title of the person signing the proxy should be given and a certificate should be furnished showing evidence of appointment.

What does it mean if I receive more than one Notice, proxy materials email or proxy card?

If you receive more than one Notice, proxy materials email or proxy card, then you have multiple accounts with brokers or Broadridge, the Company’s transfer agent, and will need to vote separately with respect to each Notice, proxy material email or proxy card you receive. Please vote all of these shares. It is recommended that you contact your broker or Broadridge, as applicable, to consolidate as many accounts as possible under the same name and address. Broadridge may be contacted by telephone at (877) 830-4936.

What is householding?

Beneficial owners who share a single address may receive only one copy of the Notice or the proxy materials, as the case may be, unless their broker, bank or other nominee has received contrary instructions from any beneficial owner at that address. This is known as householding. If any beneficial owner(s) sharing a single address wishes to discontinue householding and/or receive a separate copy of the Notice or the proxy materials, or wishes to enroll in householding, the beneficial owner(s) should contact its broker, bank or other nominee directly. Alternatively, if any such beneficial owner wishes to receive a separate copy of the proxy materials, we will deliver them promptly upon request made either by sending a written request to Crown Crafts, Inc., P.O. Box 1028, Gonzales, Louisiana 70707, Attn.: Corporate Secretary, or by calling (225) 647-9146.

Who pays for this proxy solicitation?

We bear the costs of soliciting proxies. Certain of our directors, officers and employees, who will receive no additional compensation for their services, may solicit proxies by mail, personal interview, telephone, email or facsimile transmission. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of the Common Stock.

How will votes be counted?

All votes will be tabulated by the inspector of elections for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Where do I find the voting results for the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. The final voting results will be tallied by the inspector of elections at the Annual Meeting and subsequently published in our Current Report on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.

Who can help answer my questions?

You can contact our Corporate Secretary, Claire K. Spencer, by telephone at (225) 647-9146 or by writing to Crown Crafts, Inc., P.O. Box 1028, Gonzales, Louisiana 70707, Attn.: Corporate Secretary, with any questions about the proposals described in this Proxy Statement or how to execute your vote.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board is committed to maintaining sound and effective corporate governance principles and believes that strong corporate governance is critical to achieving our performance goals and to maintaining the trust and confidence of stockholders, employees, suppliers, customers and regulatory agencies. Our Principles of Corporate Governance serve as a framework for the governance of the Company. The Nominating, Governance and Ethics Committee of our Board (our “Nominating, Governance and Ethics Committee”) reviews our Principles of Corporate Governance periodically and may recommend changes to our Board, as appropriate.

Board of Directors

Our Board is responsible for establishing broad corporate policies of the Company, monitoring the Company’s overall performance and ensuring that the Company’s activities are conducted in a responsible and ethical manner. Our business affairs are managed under the direction of our Board. However, in accordance with well-established corporate legal principles, our Board is not involved in the Company’s day-to-day operating matters. Members of our Board are kept informed about the Company’s business by participating in our Board and committee meetings, by reviewing analyses and reports provided to them by the Company and through discussions with the Chairman of the Board and officers of the Company.

We have a classified Board currently consisting of one Class I director (Olivia W. Elliott), two Class II directors (Zenon S. Nie, Chairman of the Board, and Michael Benstock), and two Class III directors (Donald Ratajczak and Patricia Stensrud). At each annual meeting of stockholders, directors are elected to our Board to serve until the third ensuing annual meeting of stockholders and until their successors are elected and qualified or until their earlier death, resignation or removal from office. Pursuant to our bylaws, our Board has fixed its membership at five directors.

The current Class III directors, Dr. Ratajczak and Ms. Stensrud, serve until the Annual Meeting and are not standing for re-election at the Annual Meeting. Dr. Ratajczak and Ms. Stensrud have served on our Board since 2001 and 2011, respectively, and we thank each of them for their contributions to our Board and the Company.

Our Board, upon recommendation of our Nominating, Governance and Ethics Committee, has nominated for election at the Annual Meeting, each of Ixchell C. Duarte and Tatiana G. Ferreira to serve as a Class III director until the 2029 Annual Meeting and until her successor is elected and qualified or until her earlier death, resignation or removal from office.

The Class II directors and the Class I director serve until our Annual Meeting of Stockholders to be held in 2027 (the “2027 Annual Meeting”) and our Annual Meeting of Stockholders to be held in 2028 (the “2028 Annual Meeting”), respectively.

The following table sets forth the names and certain other information about each of the director nominees and the continuing directors as of June 26, 2026:

Director Nominees

Ixchell C. Duarte founded and serves as Chief Executive Officer of ICD Strategic Advisors LLC, a strategic finance advisory firm focused on helping organizations strengthen financial operations, improve compliance, and build scalable financial infrastructure. She served as Chief Financial Officer (previously served as Chief Accounting Officer), Treasurer and Senior Vice President of CNL Healthcare Properties, Inc., a public non-traded REIT, from January 2012 through its sale in March 2026. Ms. Duarte also previously served as Chief Financial Officer (and previously as Chief Accounting Officer), Treasurer and Senior Vice President of CNL Healthcare Properties II, Inc., a public non-traded REIT, from its formation and registration process in July 2015 until its dissolution in March 2020. Ms. Duarte oversaw accounting operations, financial reporting and compliance across multiple public non-traded REITs, serving as Senior Vice President and Chief Accounting Officer of CNL Lifestyle Properties, Inc., CNL Growth Properties, Inc., and Global Income Trust, Inc. from January 2012 through their respective dissolutions between 2015 and 2017. She also served as Chief Accounting Officer of CNL Investment Management Company from January 2012 through May of 2019, where she oversaw accounting and financial reporting for debt and equity investment portfolios. Prior to rejoining CNL affiliates in January 2012, Ms. Duarte served as Controller at GE Capital – Franchise Finance from February 2007 through January 2012. She served as Senior Vice President and Chief Accounting Officer of Trustreet Properties, Inc., an NYSE-listed REIT, from 2005 until its acquisition by GE Capital in February 2007. Ms. Duarte served as Controller of various CNL affiliates from September 1995 through February 2005. Ms. Duarte spent seven years working as an external financial auditor starting in the New York City audit practice of KPMG and then for the Orlando, Florida audit practice of Coopers & Lybrand. She is a Certified Public Accountant.

Tatiana G. Ferreira founded HarmonIQ Consulting & Advisory LLC, which provides executive-level guidance and strategic collaboration, in June 2024, and serves as its Chief Executive Officer. She also founded Tati Ferreira LLC, a consulting company, in February 2023, where she serves as Founder and Chief Executive Officer. She previously served as Senior Vice President of Retail, Customer Experience Operations at Neiman Marcus Group, a department store holding company, from 2019 to 2023. Ms. Ferreira also served as Vice President of Operations and Customer Experience (Retail Development) at Louis Vuitton America, from 2015 to 2018. Ms. Ferreira has also served as an Advisory Board Member of StoreOS Corp, a retail technology company, since 2025, and a member of the Board of Directors of Dream.org, a non-profit which expands access to technology education and economic opportunity in underserved communities, since 2023. Ms. Ferreira holds the National Association of Corporate Directors Directorship Certification.

Continuing Directors

Class II Directors With Terms Expiring at the 2027 Annual Meeting

Michael Benstock has served as President and Chief Executive Officer of Superior Group of Companies, Inc. (“Superior”), a Nasdaq-listed company, since October 24, 2003. Prior to that, Mr. Benstock served as Co-President of Superior from May 1, 1992, until October 24, 2003, and Executive Vice President of Superior prior to that. Mr. Benstock has served as Chairman of the Board of Superior since February 2023 and as a director of Superior since 1985. He also served as a director of USAmeriBank from 2007 to December 31, 2017, and chair of its audit committee from 2014 to December 31, 2017, at which time USAmeriBank was acquired by Valley National Bank.

Zenon S. Nie has served as Chairman of the Board of the Company since May 1, 2022. Mr. Nie served as Lead Director from August 2009 until he commenced serving as Chairman of the Board. He has served since 2001 as Chairman of the Board, President and Chief Executive Officer of the CEO Advisory Board LLC, a management consulting firm he founded in 2000, and since 2001 has also been an operating partner in Tri-Artisan Partners, which merged with Morgan Joseph to form Morgan Joseph TriArtisan LLC in January 2011.  From 1993 to 2000, he was Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer of Simmons Company, a billion-dollar international manufacturer and distributor of mattresses.  From 1991 to 1993, he was President of the Consumer Home Fashion division of the Bibb Company, which included the Juvenile Products textile division. Prior to that, he was President of Serta Incorporated and held other senior executive positions at both Serta and Sealy Incorporated over the previous 13 years. Mr. Nie has earned the CERT Certificate in Cybersecurity Oversight for directors from the Software Engineering Institute at Carnegie Mellon University and is a National Association of Corporate Directors Board Leadership Fellow.

Class I Director With a Term Expiring at the 2028 Annual Meeting

Olivia W. Elliott has served as the Company’s President and Chief Executive Officer since March 1, 2022, after serving as the Company’s President and Chief Operating Officer since January 2021, and the Company’s Vice President and Chief Financial Officer since September 2008. She continued to serve as the Company’s Chief Financial Officer until February 2021. She joined the Company in November 2001 as Secretary and Treasurer. She began her career in public accounting in 1991 with Deloitte & Touche LLP, where she worked for more than three years, after which she worked for seven years in finance and treasury functions with two public companies. She is a Certified Public Accountant.

Qualifications of Directors and Director Nominees

Our Board believes that the combined business and professional experience and expertise of our continuing directors make, and of our director nominees will make, them a valuable resource to management and qualify them for service on our Board. The particular experience, qualifications, attributes and/or skills that led our Board to conclude that our continuing directors and our director nominees should serve as a director of the Company are set forth below.

Director Nominees

Ms. Duarte has considerable business, accounting and financial experience. We believe her education, knowledge and experience as an auditor, a chief financial officer and treasurer, along with her ability to analyze financial information, will enhance our Board’s oversight of the Company’s business operations, financial disclosure, external auditors and the effectiveness of the Company’s internal controls.

Ms. Ferreira has extensive experience in retail operations and customer experience transformation at scale, having held senior executive positions at iconic consumer brands, including Louis Vuitton and Neiman Marcus. We believe her expertise in artificial intelligence and digital strategy, combined with her governance experience as a nonprofit board member, will enable her to offer a unique and valuable perspective to our Board on technology adoption, customer strategy and operational excellence.

Continuing Directors

Ms. Elliott has considerable institutional knowledge about the Company, its operations and industry, having served in both financial and operational leadership positions with the Company since November 2001, which makes her an effective director. Her perspective with respect to the Company’s progress and past challenges is essential when our Board is evaluating issues and risks facing the Company. Her knowledge and understanding of the industry and its key players, including suppliers and customers, make Ms. Elliott a valuable resource for our Board.

Mr. Benstock brings to our Board a valuable understanding of the Company’s opportunities and the challenges it faces. During a long and successful career, he has held the top executive officer position with a Nasdaq-listed consumer products company and has served on the boards of other successful companies, including a company in the financial services industry.

Mr. Nie has served on our Board since the reorganization of Crown Crafts in 2001. During this time, he has gained considerable institutional knowledge about the Company, its operations and its industry, which makes him an effective director. Mr. Nie is a key voice on our Board with respect to strategy and growth. During his varied career, he has gained valuable perspective on management matters, having served in top executive positions with other manufacturing companies.

Independence of Directors and Director Nominees

Pursuant to our Principles of Corporate Governance and the listing standards of The Nasdaq Stock Market (“Nasdaq”), a majority of the members of our Board must be independent of the Company. For a director to be considered independent, our Board must determine that the director meets the independence criteria of the SEC and Nasdaq, as well as any other independence standards applicable to independent Board members as may be in effect from time to time under applicable laws, rules and regulations. For a director to be considered independent, our Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, our Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries. The Board has determined that each of our director nominees (Ms. Duarte and Ms. Ferreira) and each of our non-employee directors (Messrs. Benstock and Nie, Dr. Ratajczak and Ms. Stensrud), is “independent,” as defined for purposes of the rules of the SEC and the listing standards of Nasdaq.

In addition, our Board has determined that each of the members of our Board’s Audit Committee (the “Audit Committee”), Compensation Committee (the “Compensation Committee”), and Nominating, Governance and Ethics Committee are independent under the rules of the SEC and the listing standards of the Nasdaq applicable to members of each committee.

Board Leadership Structure

Our Board is currently led by Mr. Nie, as Chairman of the Board, who is an independent director. Our Board has determined to separate the positions of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. Our Chief Executive Officer is responsible for our strategic direction, day-to-day leadership and performance while our Chairman of the Board, in consultation with our Chief Executive Officer, sets the agenda for and presides over meetings of our Board, oversees the flow of information to our Board and acts as a liaison between the non-employee directors and management.

In addition, we believe that the separation of the positions of our Chief Executive Officer and Chairman of the Board provides for more effective monitoring and objective evaluation of our Chief Executive Officer’s performance. The separation of these leadership roles has allowed our Chairman of the Board to strengthen our Board’s independent oversight of our performance and governance standards. 

Another important component of our Board’s leadership structure is the role of its committees. Our Board has delegated certain oversight functions to its four standing committees — our Audit Committee, our Compensation Committee, our Nominating, Governance and Ethics Committee, and our Capital Committee of the Board (the “Capital Committee”). These committees regularly report back to our Board with specific findings and recommendations in their areas of oversight and also consult and work with our Chief Executive Officer. Further information about these four committees is provided below in “Board of Directors and Corporate Governance – Board Committees.”

Pursuant to our Principles of Corporate Governance, if the positions of our Chairman of the Board and Chief Executive Officer are held by the same person, or if our Chairman of the Board is otherwise employed by the Company, then our Board shall select an independent director to serve as our Lead Independent Director. Our Lead Independent Director would preside over executive session of the independent directors, consult as appropriate with our Chairman of the Board or our Chief Executive Officer, oversee the flow of information to our Board and acts as liaison between the non-employee directors and management. Our Lead Independent Director would also serve as a focal point for the independent directors, thereby enhancing and clarifying our Board’s independence from management. Our Lead Independent Director would also have such other responsibilities as may be delegated to our Lead Independent Director by our Board from time to time.

As stated in our Principles of Corporate Governance, our Board believes that it is in the best interests of the Company for our Board to periodically evaluate and make a determination regarding whether or not to separate the roles of our Chairman of the Board and Chief Executive Officer based upon the circumstances. We believe that our Board’s leadership structure, policies, and practices, when combined with our other governance policies and procedures, function well in:

Board Committees

During fiscal year 2026, our Board had the following standing committees: Audit Committee, Compensation Committee, Nominating, Governance and Ethics Committee, and Capital Committee. Each committee has adopted a formal, written charter, which has been approved by our full Board and which specifies the scope of the committee’s responsibilities and how it should carry them out. The complete text of the charter of each of our Audit Committee, Compensation Committee, Nominating, Governance and Ethics Committee, and Capital Committee is available on our website at www.crowncrafts.com.

Audit Committee. Our Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Audit Committee is currently comprised of Michael Benstock, Donald Ratajczak and Patricia Stensrud, none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are, in the opinion of our Board, free from any relationship that would interfere with the exercise of their independent judgment in the discharge of our Audit Committee’s duties. See “Report of the Audit Committee.”

Our Audit Committee represents our Board in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries. Its primary functions include monitoring the integrity of the Company’s financial statements and system of internal controls and the Company’s compliance with regulatory and legal requirements; monitoring the independence, qualifications and performance of the Company’s independent auditor; and providing a line of communication among the independent auditor, management and our Board.

Compensation Committee. Our Compensation Committee is currently comprised of Michael Benstock, Zenon S. Nie and Patricia Stensrud, none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are, in the opinion of our Board, free from any relationship that would interfere with the exercise of their independent judgment in the discharge of our Compensation Committee’s duties.

The duties of our Compensation Committee are generally to establish the compensation for the Company’s executive officers and to act on such other matters relating to compensation as it deems appropriate, including an annual evaluation of our Chief Executive Officer and the design and oversight of all compensation and benefit programs in which the Company’s employees and officers are eligible to participate.

Nominating, Governance and Ethics Committee. Our Nominating, Governance and Ethics Committee is currently comprised of Michael Benstock, Zenon S. Nie and Donald Ratajczak, none of whom is a current or former employee of the Company or any of its subsidiaries and all of whom are, in the opinion of our Board, free from any relationship that would interfere with the exercise of their independent judgment in the discharge of our Nominating, Governance and Ethics Committee’s duties.

Our Nominating, Governance and Ethics Committee has the general responsibility for overseeing the Company’s corporate governance practices and for identifying, reviewing and recommending to our Board individuals to be nominated for election to our Board. Our Nominating, Governance and Ethics Committee will also consider any director candidate proposed in good faith by a stockholder of the Company. To do so, a stockholder should send the director candidate’s name, credentials, contact information and his or her consent to be considered as a candidate to our Corporate Secretary. The proposing stockholder should also include his or her contact information and a statement of his or her share ownership (i.e., how many shares of Common Stock the proposing stockholder owns and how long such shares have been held), as well as any other information required by our bylaws.

Capital Committee. Our Capital Committee is currently comprised of Zenon S. Nie, Donald Ratajczak and Patricia Stensrud, none of whom is a current or former employee of the Company or any of its subsidiaries, and such directors, in the opinion of our Board, are free from any relationship that would interfere with the exercise of their independent judgment in the discharge of our Capital Committee’s duties. Our Capital Committee is responsible for overseeing and making recommendations with respect to certain capital market transactions, including stock repurchases and dividend payments.

Our Board anticipates that, subject to the election of Ms. Ferreira and Ms. Duarte as Class III directors at the Annual Meeting: (i) Ms. Ferreira will be appointed as a member of the Audit, Compensation and Capital Committees; and (ii) Ms. Duarte will be appointed as a member of the Audit, Nominating, Governance and Ethics, and Capital Committees.

Board, Committee and Stockholder Meetings

Our Board met five times during fiscal year 2026. Executive sessions were held with the Company’s independent auditor at each meeting of our Audit Committee. Each director attended all of the meetings of our Board and committees of which he or she was a member during fiscal year 2026.

All Board members attended our Annual Meeting of Stockholders held in 2025 (the “2025 Annual Meeting”), and all members of our Board have been requested to attend the Annual Meeting. Pursuant to our Principles of Corporate Governance, directors are expected to attend our annual meeting of stockholders. with the understanding that occasional absences may be unavoidable.

The following table provides a summary of the membership of our Board’s standing committees since the beginning of fiscal year 2026 and through the date of this Proxy Statement, together with information regarding the number of committee meetings held during fiscal year 2026.

* Chair

⁽¹⁾ Audit Committee Financial Expert

Compensation Committee Interlocks and Insider Participation

During the fiscal year 2026, Messrs. Nie and Benstock and Ms. Stensrud served as members of our Compensation Committee. None of them is, or has been, an officer or employee of the Company.

Director Nomination Process

Pursuant to our Principles of Corporate Governance, our Nominating, Governance and Ethics Committee is responsible for reviewing and recommending to our Board qualified individuals to be director nominees. Our Nominating, Governance and Ethics Committee reviews the composition and size of our Board to ensure that it has the proper expertise and independence; determines the criteria for the selection of our Board members and Board committee members; establishes criteria for qualifications as independent directors, consistent with applicable laws and listing standards; maintains a file of suitable candidates for consideration as nominees to our Board; reviews Board candidates recommended by stockholders in compliance with all director nomination procedures for stockholders; and recommends to our Board the slate of nominees of directors to be elected by the stockholders and any directors to be elected by our Board to fill vacancies.

Our Nominating, Governance and Ethics Committee has not established specific minimum age, education, experience or skill requirements for directors, but, in general, directors will have ample experience and a proven record of success and leadership. Pursuant to our Principles of Corporate Governance, director candidates are evaluated based on such factors as our Nominating, Governance and Ethics Committee determines, including their financial literacy, business acumen and experience, independence, and willingness, ability and availability for service. This may include consideration of factors such as the following:

Our Principles of Corporate Governance also provide that a director must have high personal and professional ethics, integrity and values, including respectfulness, honesty and a commitment to teamwork and high standards.

In addition, with respect to an incumbent director whom our Nominating, Governance and Ethics Committee is considering as a potential nominee for re-election, our Nominating, Governance and Ethics Committee will review and consider the incumbent director’s service during his or her term, including the number of meetings attended, level of participation and overall contribution to the Company.

Any stockholder who wishes to have our Nominating, Governance and Ethics Committee consider any potential nominee for election as a director is required to give advance written notice in accordance with, and provide the information required by, Section 2.13 of our bylaws. See “Additional Information – Stockholder Proposals and Director Nominations for the 2027 Annual Meeting.”

There are no differences in the manner in which our Nominating, Governance and Ethics Committee evaluates director candidates it identifies and candidates who are recommended for nomination for membership on our Board by a stockholder.

A non-management director introduced each of Ixchell C. Duarte and Tatiana G. Ferreira to our Nominating, Governance and Ethics Committee and our Board for their consideration.

Board Diversity

Our Nominating, Governance and Ethics Committee has not adopted a formal policy regarding the consideration of diversity in identifying director nominees, although the committee and our Board are committed to a diversified membership. Pursuant to our Principles of Corporate Governance, in determining whether to recommend a director nominee, the members of our Nominating, Governance and Ethics Committee consider and discuss diversity, among other factors, with a view toward the role and needs of our Board as a whole. When identifying and recommending director nominees, the members of our Nominating, Governance and Ethics Committee generally view diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint and perspective, professional experience, education, skill and other qualities or attributes that together contribute to the functioning of our Board.

Communication with the Board and its Committees

Any stockholder may communicate with our Board by directing correspondence to our Board, any of its committees or one or more of its individual members, in care of our Corporate Secretary, at Crown Crafts, Inc., P.O. Box 1028, Gonzales, Louisiana 70707.

Principles of Corporate Governance; Code of Business Conduct and Ethics; Code of Conduct for Directors

Our Board has adopted Principles of Corporate Governance which serves as a framework for the governance of the Company. Our Principles of Corporate Governance also address the role and composition, and functioning, of our Board and policies applicable to our Board.

Our Board also has adopted a Code of Business Conduct and Ethics that is applicable to all directors and employees, including our Chief Executive Officer and Chief Financial Officer. Our Code of Business Conduct and Ethics covers topics such as conflicts of interest, insider trading, competition and fair dealing, discrimination and harassment, health and safety, confidentiality, payments to governmental personnel and compliance procedures. Our Code of Business Conduct and Ethics is posted in the governance library subsection of the governance section on the investor relations page of Company’s website at www. crowncrafts.com/investor-relations/corporate-governance/governance-library.com. In addition, our Board has also adopted a Code of Conduct for Directors, which is posted in the same location.

Service on Other Boards and Changes in Principal Occupation

As stated in our Principles of Corporate Governance, directors are encouraged to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. Directors who are serving as chief executives of public companies may not serve on the boards of more than two other companies in addition to our Board. Service on the boards of subsidiary companies with no publicly traded stock, non-profit organizations and non-public, for-profit organizations is not included in this calculation. Moreover, if a director sits on several mutual fund boards within the same fund family, such boards will count as one board for purposes of this calculation. In addition, members of our Audit Committee may not serve on the audit committees of more than two other public companies.

Pursuant to our Principles of Corporate Governance, when a director’s principal occupation or business association changes substantially during the director’s tenure on our Board, the director must promptly notify our Board and the director shall tender his or her resignation from our Board to our Nominating, Governance and Ethics Committee Chair. Our Corporate Nominating, Governance and Ethics Committee, in consultation with its Chair, will recommend to our Board what action, if any, should be taken with respect to such resignation.

Board Role in Risk Oversight

As noted above, the Company’s business and affairs are managed under the direction of our Board. This includes the Board’s overseeing the type and amount of risk undertaken by the Company. In discharging its oversight responsibilities, our Board relies on a combination of the business experience of its members and the expertise and business experience of the Company’s officers and employees, as well as, from time to time, advice of various consultants and experts. An appropriate balancing of risks and potential rewards with the long-term goals of the Company is, and historically has been, implicit in the decisions and policies of our Board. Because risk oversight is so thoroughly made a part of all Board deliberations and discussions, no special provision has been made for that oversight in our Board’s leadership structure, except in connection with: (i) the role of our Audit Committee, which has responsibility for overseeing the Company’s risk management programs and policies; and (ii) the role of our Compensation Committee, which has responsibility for assessing the risks associated with the Company’s compensation programs.

Our Audit Committee focuses on financial reporting risk, oversees the entire audit function and evaluates the effectiveness of internal and external audit efforts. It receives reports from management regularly regarding the Company’s assessment of risks and the adequacy and effectiveness of internal control systems. Our Audit Committee reports regularly to the full Board and is required by its charter to discuss at least annually with management and the Company’s independent auditor the adequacy of the Company’s risk management programs and policies, including any recommendations the committee may have for improvements in those areas.

Prohibition on Hedging, Short Sales and Pledging

Our Board has adopted an Insider Trading Policy which is applicable to Board members and the officers and other employees of the Company and its subsidiaries. Among other things, our Insider Trading Policy provides that the following transaction are prohibited: (i) short-term trading in our securities; (ii) short selling our securities; (iii) transactions in put options, call options or other derivative securities; (iii) hedging or monetization transactions with respect to our securities; and (iv) holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Our Insider Trading Policy also provides guidelines on the adoption of Rule 10b5-1 trading plans by Board members and the officers and other employees of the Company and its subsidiaries that are consistent with recently-approved SEC requirements.

For more information regarding our Insider Trading Policy, see “Executive Compensation – Compensation Discussion and Analysis – Insider Trading Policy.”

DIRECTOR COMPENSATION

Director Compensation Program

Our Compensation Committee periodically reviews the compensation of directors and committee members and chairpersons. Director compensation is set by our Board based upon the recommendation of our Compensation Committee. Compensation consists of a combination of cash and equity. A substantial portion of director compensation is equity-based to assist in aligning directors’ interests with the long-term interests of stockholders of the Company.

The equity component of our director compensation consists of an annual grant of restricted stock, made shortly after each annual meeting of stockholders and pursuant to the Crown Crafts, Inc. 2021 Incentive Plan (the “2021 Plan”), with a target value of $100,000, which value is subject to review and adjustment upon recommendation of our Compensation Committee and approval of our Board. This grant of restricted stock vests upon the earlier of: (i) the one-year anniversary of the grant date; and (ii) the date immediately preceding the date of the annual meeting of stockholders which is held in the year after the grant year. The number of shares of Common Stock constituting the annual grant is determined by dividing the target value of the annual grant by the average closing price of the Common Stock as reported on Nasdaq for the twenty trading days prior to the date of the immediately preceding annual meeting of stockholders.

Upon recommendation of our Compensation Committee and approval of our Board, the annual cash retainer for our non-employee directors was increased from $50,000 to $60,000 per year, effective April 1, 2025. Except for this increase, director compensation for our non-employee directors for fiscal year 2026 has not changed from fiscal year ended March 30, 2025 (the “fiscal year 2025”).

The table below sets forth the compensation program approved by our Board for our non-employee directors for fiscal year 2026.

*No meeting fees are paid for Board meeting attendance.

Directors who are employees of the Company or its subsidiaries do not receive any compensation for their service as directors.

Director Compensation Table

The table below sets forth information regarding compensation earned by or paid to our non-employee directors for fiscal year 2026.

Stock Ownership Guidelines

Our Board believes the Company’s directors should have a meaningful stake in the ownership of the Company in order to align their interests with those of stockholders. To further that objective, our Board has adopted minimum stock ownership guidelines for directors whereby directors are expected to hold, by the end of the fifth anniversary of being elected to our Board, shares of Common Stock having a value equal to not less than three times their annual cash retainer. As of the end of fiscal year 2026, all our directors have met or exceeded, or are in line to meet or exceed, their required ownership levels before their fifth anniversary of being elected to our Board.

PROPOSAL 1 – ELECTION OF DIRECTORS

Our Board is currently composed of five members. Our Board is divided into three classes, which shall be as equal in number as possible, and currently consists of one Class I director (Olivia W. Elliott) with a term expiring at the 2028 Annual Meeting, two Class II directors (Zenon S. Nie and Michael Benstock) with a term expiring at the 2027 Annual Meeting, and two Class III directors (Donald Ratajczak and Patricia Stensrud) with a term expiring at the Annual Meeting. At each annual meeting of stockholders, directors are elected to our Board to serve until the third ensuing annual meeting of stockholders and until their successors are elected and qualified or until their earlier death, resignation or removal from office. This classification of our Board may have the effect of delaying or preventing changes in control of our company.

Director Nominees

Our Board, upon recommendation of our Nominating, Governance and Ethics Committee, has nominated for election at the Annual Meeting, each of Ixchell C. Duarte and Tatiana G. Ferreira to serve as a Class III director until the 2029 Annual Meeting and until her successor is elected and qualified or until her earlier death, resignation or removal from office. For information concerning Ms. Duarte and Ms. Ferreira, see “Board of Directors and Corporate Governance – Director Nominees” and “Board of Directors and Corporate Governance – Qualifications of Directors and Director Nominees.”

If you properly grant your proxy and submit it to the Company in time to vote, the proxy holder will vote your shares “FOR” the election of each of Ixchell C. Duarte and Tatiana G. Ferreira as a Class III director, unless you have specifically indicated by proper proxy that your shares should be withheld from voting for either Ixchell C. Duarte or Tatiana G. Ferreira, or both. Proxies cannot be voted at the Annual Meeting for a greater number of persons than the number of nominees named.

Recommendation of the Board of Directors

EXECUTIVE COMPENSATION

Executive Officers

Executive officers of the Company are elected or appointed by our Board and hold office until their successors are elected or until their earlier death, resignation or removal, subject to the terms of applicable employment agreements. See “Executive Compensation – Compensation Discussion and Analysis – Employment, Severance and Compensation Arrangements.” The executive officers of the Company as of the date of this Proxy Statement are as follows:

Compensation Discussion and Analysis

Our Compensation Committee has overall responsibility for establishing, implementing and monitoring the Company’s compensation structure, policies and programs. Our Compensation Committee oversees the design and implementation of strategic compensation programs for the Company’s executive officers and is responsible for assessing and approving the total compensation paid to our Chief Executive Officer and our Chief Executive Officer’s compensation recommendations for other executive officers and for determining whether the compensation paid under the Company’s programs is fair, reasonable and competitive. Our Compensation Committee Chair regularly reports to our Board on Compensation Committee actions and recommendations. Our Compensation Committee has authority to directly retain (at the Company’s expense) outside counsel, compensation consultants and other advisors to assist as needed.

The individuals who served as our Chief Executive Officer and Chief Financial Officer during fiscal year 2026, as well as the other individuals included in “Executive Compensation – Compensation Tables - Summary Compensation Table”, are referred to individually, as a “named executive officer,” and collectively, as the “named executive officers.” With respect to our named executive officers, this Compensation Discussion and Analysis identifies the Company’s current compensation philosophy and objectives and describes the various methodologies, policies and practices for establishing and administering the compensation programs of our named executive officers.

Compensation Philosophy and Objectives

Our Compensation Committee believes that the most effective executive compensation programs are those that align the interests of our executive officers with those of our stockholders. Our Compensation Committee further believes that a properly structured compensation program will attract and retain talented individuals and motivate them to drive stockholder value and achieve specific short- and long-term strategic objectives and that a significant percentage of executive pay should be based on the principle of pay-for-performance. However, our Compensation Committee also recognizes that the Company must maintain its ability to attract highly talented executives.

Our executive compensation program is designed to provide:

In designing and administering our executive compensation program, our Compensation Committee attempts to strike an appropriate balance among these various elements. Our Compensation Committee considers the pay practices of comparable companies to determine the appropriate pay mix and compensation levels. With respect to performance-based pay, our Compensation Committee believes that executive compensation should be closely tied to the financial and operational performance of the Company, as well as to the individual performance and responsibility level of our named executive officers. Our Compensation Committee also believes that our executive compensation program should include a significant equity-based component because it best aligns the executives’ interests with those of our stockholders. For purposes of retention, our Compensation Committee believes that the equity-based component should have meaningful conditions to encourage valued employees to remain in the employ of the Company. Finally, our Compensation Committee also considers other forms of executive pay as a means to attract, retain and motivate highly qualified executives.

Methodology for Establishing Compensation

Roles of Our Compensation Committee and Our Chief Executive Officer

Our Compensation Committee is comprised of three independent directors, all of whom satisfy Nasdaq listing requirements and relevant SEC regulations. There are no interlocking relationships between any member of our Compensation Committee and any of our executive officers. None of our Compensation Committee members is an officer, employee or former officer or employee of the Company.

Our Compensation Committee is responsible for all compensation decisions for our Chief Executive Officer and other named executive officers. Our Chief Executive Officer annually reviews the performance of the other named executive officers, including consideration of market pay practices of comparable companies in conjunction with both Company and individual performance. The conclusions and recommendations of our Chief Executive Officer are presented to our Compensation Committee for approval. Our Compensation Committee has absolute discretion as to whether it approves the recommendations of our Chief Executive Officer or makes adjustments, as it deems appropriate.

Role of the Compensation Consultant

As discussed above, our Compensation Committee has the authority to directly retain (at the Company’s expense) the services of independent consultants and other experts to assist in fulfilling its responsibilities. Our Compensation Committee did not retain the services of any independent consultant during fiscal year 2026.

In March 2024, our Compensation Committee retained Frederick W. Cook & Co. (“FW Cook”) as its independent compensation consultant to review and assess the target pay opportunities of our named executive officers from a competitive standpoint. Prior to retaining FW Cook, our Compensation Committee: (i) reviewed independence of FW Cook as contemplated by our Compensation Committee’s charter and applicable rules of Nasdaq and the SEC; and (ii) affirmatively determined that FW Cook qualified as independent under the applicable rules and that FW Cook’s work for our Compensation Committee did not raise any conflicts of interest. FW Cook has not provided any services to the Company other than services for our Compensation Committee.

During the course of its 2024 engagement, FW Cook met informally with our Compensation Committee Chair and attended meetings of our Compensation Committee, including executive sessions from time to time without any members of management present. Our Compensation Committee authorized FW Cook to interact with management on behalf of our Compensation Committee as needed in connection with advising our Compensation Committee.

With respect to the fiscal year ended March 31, 2024 (the “fiscal year 2024”), FW Cook reviewed and assessed the target pay opportunities of our named executive officers from a competitive standpoint using third-party general industry survey data, which was size-adjusted to reflect the corporate and business unit revenue responsibility of each named executive officer. FW Cook endeavored to identify a peer group of similarly-sized, publicly traded competitors; however, FW Cook determined that a reliable peer group could not be identified.

In connection with its assessment, FW Cook reviewed the following elements of compensation: (i) base salary; (ii) target total cash compensation, which is equal to base salary plus target short-term incentive opportunity (“Target TCC”); and (iii) target total direct compensation, which is Target TCC plus the target long-term incentive opportunity (“Target TDC”). In March 2024, FW Cook presented to our Compensation Committee an analysis of projected fiscal year 2025 base salary, target short-term incentive opportunities (as a percentage of base salary), Target TCC, annual target long-term incentive awards and annual Target TDC for our named executive officers benchmarked against the 25^th, median and 75^th percentiles of similar positions in the third-party general industry survey data. This benchmarking analysis reflected that: (i) each of Ms. Elliott and Craig J. Demarest, who served as our Vice President, Chief Financial Officer and Corporate Secretary until June 30, 2025, was below the market 25th percentile with respect to each of base salary, Target TCC and Target TDC; and (ii) Donna E. Sheridan, whose served as President and Chief Executive Officer of NoJo until October 27, 2025, was within the competitive range of the market median with respect to each of base salary, Target TCC and Target TDC.

Based upon our Compensation Committee’s assessment of our named executive officer’s overall performance and our Compensation Committee’s evaluation of the benchmarking analysis supplied by FW Cook in March 2024, our Compensation Committee:

The base salary increases for Ms. Elliott and Ms. Demarest described above aligned each of their respective base salaries with the market 25th percentile in the third-party general industry survey data presented by FW Cook in March 2024. Although our Compensation Committee considered the advice and recommendations of FW Cook, our Compensation Committee ultimately made its own decision about the compensation matters described above.

In connection with Mr. Demarest’s retirement from the Company, our Compensation Committee accelerated the vesting of a portion of his restricted stock award described above. See “Executive Compensation - Employment, Severance and Compensation Arrangements – Former Executives - Craig J. Demarest.”

In connection with the termination of Ms. Sheridan’s employment on November 30, 2025, her restricted stock award described above was forfeited. See “Executive Compensation - Employment, Severance and Compensation Arrangements – Former Executives – Donna E. Sheridan.”

The Elements of Compensation

Total direct compensation includes cash, in the form of base salary and annual incentives, and long-term equity incentives. Our Compensation Committee evaluates the mix between these three elements based on the pay practices of comparable companies.

Our Compensation Committee reviews aggregate compensation data for each officer position from comparable companies based primarily on company size, as measured through annual revenue, market capitalization and other financial measures. Although our Compensation Committee also considers other relevant survey data, including that provided by FW Cook, our Compensation Committee particularly focuses on the compensation practices of such comparable companies in considering compensation levels for our Chief Executive Officer and the other named executive officers. Our Compensation Committee considers the opinions and recommendations of our Chief Executive Officer and outside advisers and strives to be fully informed in its determination of the appropriate compensation mix and award levels for the named executive officers. All compensation decisions take into consideration our Compensation Committee’s guiding principles of fairness to employees, retention of talented executives and fostering improved Company performance, which it believes will ultimately benefit our stockholders. With respect to our named executive officers, the following table and text describe in greater detail the objectives and policies behind the various elements of the compensation mix.

Base Salary

It is the Company’s philosophy that employees be paid a base salary that is competitive with the salaries paid by comparable organizations based on each employee’s experience, performance and geographic location. Generally, the Company has chosen to position cash compensation at a level to remain competitive in order to attract and retain executive talent. The allocation of total cash between base salary and incentive bonus awards is based on a variety of factors. Our Compensation Committee considers a combination of the executive’s performance, the performance of the Company and the individual business or corporate function for which the executive is responsible, the nature and importance of the position and role within the Company, the scope of the executive’s responsibility and the current compensation package in place for the executive, including the executive’s current annual salary and potential bonus awards under the Company’s short-term incentive plan. Our Compensation Committee generally evaluates executive salaries annually.

Annual Incentive Bonus

The Company intends to continue its strategy of compensating our named executive officers through programs that emphasize performance-based incentive compensation. The Company’s short-term incentive compensation program is designed to recognize and reward executive officers and other employees who contribute meaningfully to the Company’s profitability and increase in stockholder value.

In general, the funding of the annual incentive bonus pool is dependent upon earnings before interest, taxes, depreciation and amortization (after deducting incentive compensation) of the Company and its subsidiaries. If the plan is fully funded, then each named executive officer has the ability to receive the target bonus payout. The percentage of the target bonus actually paid to each named executive officer depends on the goal attainment levels. The threshold level of performance for funding the bonus pool is 90% of target, at which point the annual bonus pool is 5% funded.

For fiscal year 2026, the Company and its subsidiaries achieved less than the minimum level of the performance target. Accordingly, the bonus pool was not funded and no bonuses were paid.

Long-Term Incentive Awards

Long-term incentive awards are the third component of the Company’s total compensation package. Our Compensation Committee believes that equity-based compensation ensures that the Company’s officers have a continuing stake in the long-term success of the Company. The Company’s officers and certain other employees may participate in the 2021 Plan, which provides for grants of equity incentive awards, including stock options, stock units, stock awards, stock appreciation rights and other stock-based awards. Awards may be granted under the 2021 Plan from time to time until August 20, 2031, unless the 2021 Plan is otherwise amended, terminated or replaced prior to that date. Our Compensation Committee approves all awards under the 2021 Plan and acts as the administrator of the 2021 Plan. As administrator, our Compensation Committee has the authority to: (i) grant awards; (ii) designate participants; (iii) determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; (iv) establish, adopt or revise any plan, program or policy for the grant of awards as it may deem necessary or advisable; (v) establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2021 Plan; and (vi) make all other decisions and determinations that may be required under the 2021 Plan. Accordingly, our Compensation Committee may, from time to time, grant awards under the 2021 Plan to our named executive officers in accordance with the terms of the 2021 Plan and our Compensation Committee’s authority thereunder.

Award levels under the 2021 Plan are determined based on the compensation practices of comparable companies. Historically, long-term incentive awards have been targeted at the median of the compensation of comparable companies with appropriate adjustments for individual and Company performance, although recent past awards have generally been below market levels. Stock options granted under the 2021 Plan vest and become exercisable over terms determined by the Compensation Committee, have a ten-year term and have an exercise price equal to the fair market value of Common Stock on the date of grant; restricted stock awards have been subject to cliff vesting on the first, second or third anniversary of the date of grant. In the case of restricted stock, the shares are held by the Company’s transfer agent in escrow until restrictions lapse and the participant pays taxes on the value of the shares. Participants are entitled to vote their shares and are entitled to any dividends payable on their restricted stock once the vesting restrictions lapse. Restricted stock cannot be sold or transferred until the shares vest. Should a named executive officer leave the Company prior to the completion of the applicable vesting schedule, the unvested portion of the grant is forfeited. Long-term incentive awards are made considering the totality of the circumstances and not necessarily based on one or more specified performance metrics.

See “Executive Compensation – Compensation Discussion and Analysis - Other Compensation Program Aspects – Equity Grant Practices.”

Broad-Based Benefits Programs

Our named executive officers are entitled to participate in the benefits programs that are available to all full-time employees. These benefits include health, dental, vision, disability and life insurance, paid vacation and Company contributions to a 401(k) profit-sharing retirement plan. The Company’s 401(k) plan provides for matching contributions by the Company in an amount equal to 100% of the first 2% of employee compensation deferred, plus 50% of the next 3% of employee compensation deferred. All employees age 18 and older are eligible to participate in the plan after two months of service.

Evaluation of Chief Executive Officer Compensation and Executive Performance

Compensation of Our Chief Executive Officer

Our Compensation Committee meets with the other independent directors each year in an executive session to evaluate the performance of our Chief Executive Officer. Our Compensation Committee does not confer with our Chief Executive Officer or any other members of management when setting the Chief Executive Officer’s base salary. Our Compensation Committee does not rely solely on predetermined formulas or a limited set of criteria when it evaluates the performance of our Chief Executive Officer and our other named executive officers.

Compensation of Our Other Named Executive Officers

Our Chief Executive Officer met with our Compensation Committee to review her compensation recommendations for our other named executive officers for fiscal year 2026. She described the findings of her performance evaluation of all such persons and provided the basis of her recommendations with our Compensation Committee, including the scope of each person’s duties, oversight responsibilities and individual objectives and goals against results achieved. In its analysis of our other named executive officers, our Compensation Committee applied the same rationale to this group as it applied when considering our Chief Executive Officer’s base salary.

Administrative Policies and Practices

To evaluate and administer the compensation programs of our Chief Executive Officer and other named executive officers, our Compensation Committee meets periodically each year in conjunction with regularly scheduled Board meetings. Our Compensation Committee also holds special meetings and meets telephonically to discuss extraordinary items.

Employment, Severance and Compensation Arrangements

Olivia W. Elliott

Ms. Elliott has served as our President and Chief Executive Officer since March 1, 2022. Ms. Elliott has an employment agreement with the Company, which was amended and restated as of June 13, 2023 and renews automatically on a daily basis unless either party gives the other party two years’ advance notice of non-renewal. 

Ms. Elliott’s employment agreement provides for an annual salary, subject to annual review and upward adjustment, and cash bonuses based on the Company’s achievement of performance criteria established by our Board, as well as other benefits under programs adopted by the Company from time to time. The employment agreement also provides Ms. Elliott with certain benefits upon the termination of her employment.  See “ Executive Compensation — Potential Payments Upon Termination or Change in Control.”

Ms. Elliott’s employment agreement contains certain restrictive covenants that limit Ms. Elliott’s ability to: (i) compete with the Company through the period of her employment and, in certain circumstances, for up to two years after the termination of the agreement; or (ii) solicit any employee or customer of the Company through the period of Ms. Elliott’s employment and continuing until two years after the termination of the agreement. Additionally, the agreement also includes covenants that, during her employment and thereafter, limit Ms. Elliott’s ability to divulge certain confidential information concerning the Company.

Claire K. Spencer

Ms. Spencer has served as our Chief Financial Officer and Corporate Secretary since June 30, 2025, and our Vice President since June 16, 2025. Ms. Spencer has an employment agreement with the Company dated June 16, 2025, which provides for an initial term expiring June 30, 2026. However, beginning on July 1, 2025 and continuing on the first day of each calendar month thereafter, such term will be extended automatically for one additional calendar month so that the term of the employment agreement will always be for one full year as of the commencement of each calendar month, unless either the Company or Ms. Spencer provides notice to the other at any time that the term shall not be further extended and will terminate at the end of the one-year period following such notice.

Under the employment agreement, Ms. Spencer: (i) receives a minimum base salary of $250,000.00, subject to salary increases at the discretion of our Board or a committee thereof; and (ii) is eligible to receive, with respect to each fiscal year of the Company during the term of the employment agreement, an annual bonus of up to 40% of her base salary at target performance and up to 60% of her base salary at maximum performance, pursuant to the Company’s bonus plan for its highly compensated employees, which bonus plan shall be based on the Company’s annual EBITDA targets, provided, however, that the specific terms of the bonus plan shall be in the discretion of our Board or a committee thereof.

The employment agreement also provides Ms. Spencer with certain benefits upon the termination of her employment. These benefits are discussed under “ Executive Compensation — Potential Payments Upon Termination or Change in Control.”

Ms. Spencer’s employment agreement contains one-year post-employment non-competition provisions, one-year post-employment customer non-solicitation provisions and one-year post-employment employee non-solicitation provisions. Additionally, the employment agreement also includes covenants that, during her employment and thereafter, limit her ability to divulge certain confidential information concerning the Company.

Craig J. Demarest

Mr. Demarest served as our Vice President and Chief Financial Officer from February 22, 2021, through June 30, 2025, pursuant to his employment agreement with the Company dated February 22, 2021. Mr. Demarest retired from all positions he held with the Company effective June 30, 2025, and terminated his employment with the Company on July 2, 2025.

In connection with Mr. Demarest’s retirement, our Compensation Committee accelerated the vesting of Mr. Demarest’s restricted stock award, consisting of 25,000 shares of Common Stock granted on March 26, 2024, which was originally scheduled to vest in its entirety on March 26, 2027, so that 10,571 shares of Common Stock vested on July 2, 2025. The number of shares for which vesting was accelerated represents the pro rata portion of the award based on the number of days Mr. Demarest was employed during the vesting period. On July 2, 2025 (the last day of Mr. Demarest’s employment with the Company), the remaining 14,429 shares of Common Stock subject to the award were forfeited.

In accordance with the terms of his employment agreement, the Company paid to Mr. Demarest salary accrued through July 2, 2025, plus credit for any vacation earned but not taken or paid through such date. See “Executive Compensation — Compensation Tables – Summary Compensation Table” and “Executive Compensation — Potential Payments Upon Termination or Change in Control — Former Executives — Craig J. Demarest.”

Under Mr. Demarest’s employment agreement, during his employment, he: (i) received a minimum base salary, subject to annual review and upward adjustment; (ii) was eligible to receive a target bonus of up to 40% of his base salary amount and as much as 60% of his base salary amount if certain earnings goals were met; and (iii) was entitled to receive other benefits under programs adopted by the Company from time to time.

Mr. Demarest’s employment agreement contains one-year post-employment non-competition provisions, one-year post-employment customer non-solicitation provisions and one-year post-employment employee non-solicitation provisions. Additionally, the employment agreement also includes covenants that, during his employment and thereafter, limit his ability to divulge certain confidential information concerning the Company.

Donna E. Sheridan

Ms. Sheridan served as President and Chief Executive Officer of NoJo from January 18, 2019, through October 27, 2025, pursuant to an employment agreement with NoJo dated January 18, 2019. As part of consolidating its internal operations, the Company terminated Ms. Sheridan from her positions as NoJo’s President and Chief Executive Officer effective October 27, 2025, and terminated her employment with NoJo effective November 30, 2025.

In connection with the termination of Ms. Sheridan’s employment and in accordance with her employment agreement, the Company paid to Ms. Sheridan: (i) any accrued but unpaid salary through November 30, 2025, plus credit for any vacation earned but not taken; and (ii) equal installment payments in accordance with normal payroll practices, which are in the aggregate equal to the sum of (a) her salary (at the rate in effect as of the date of termination) and (b) the highest annual bonus paid or payable to her in respect of any of the three full fiscal years ended immediately prior to November 30, 2025. See “Executive Compensation — Compensation Tables – Summary Compensation Table” and “ Executive Compensation — Potential Payments Upon Termination or Change in Control — Former Executives — Donna E. Sheridan.”

Under Ms. Sheridan’s employment agreement, during the term of her employment, she: (i) received an annual salary, subject to annual review and upward adjustment; (ii) was eligible to receive cash bonuses based on the Company’s achievement of performance criteria established by our Compensation Committee; and (iii) was entitled to receive other benefits under programs adopted by the Company from time to time.

Ms. Sheridan’s employment agreement contains one-year post-employment non-competition provisions, one-year post-employment customer non-solicitation provisions and one-year post-employment employee non-solicitation provisions. Additionally, the employment agreement also includes covenants that, during her employment and thereafter, limit Ms. Sheridan’s ability to divulge certain confidential information concerning the Company.

Other Compensation Program Aspects

Stock Ownership Guidelines

Our Board believes our Chief Executive Officer and Chief Financial Officer should have a meaningful stake in the ownership of the Company in order to align their interests with those of stockholders. To further that objective, our Board has adopted minimum stock ownership guidelines whereby (i) our Chief Executive Officer is expected to hold, by the end of the fifth anniversary of being appointed, shares of Common Stock having a value equal to not less than two times our Chief Executive Officer’s annual salary; and (ii) our Chief Financial Officer is expected to hold, by the end of the fifth anniversary of being appointed, shares of Common Stock having a value equal to not less than the amount of our Chief Financial Officer’s annual salary. As of the end of fiscal year 2026, each of our Chief Executive Officer and Chief Financial Officer have met or exceeded, or are in line to meet or exceed, their required ownership levels before their fifth anniversary of being appointed.

Neither our Board nor our Compensation Committee has implemented stock ownership guidelines for other officers. Our Compensation Committee, however, continues to periodically review best practices and re-evaluate whether additional stock ownership guidelines are consistent with the compensation philosophy of the Company and with the interests of our stockholders.

Say-on-Pay

We most recently sought an advisory vote of our stockholders on the compensation of our named executive officers (“Say-on-Pay”) at our 2025 Annual Meeting. At such meeting, approximately 92% of votes were cast in favor of the compensation of our named executive officers. In addition, at that meeting our stockholders supported our Board’s recommendation to hold a Say-on-Pay vote every three years. After considering the results of these advisory votes, and our Board’s consideration of the appropriate frequency of a Say-on-Pay vote for the Company at this time, our Board determined that the Company will hold an advisory vote on the compensation of our named executive officers every three years. In determining the frequency of the Say-on-Pay vote, our Board considered the importance of receiving regular input from our stockholders on important issues, such as compensation policies and procedures. Our Board recognizes, however, that a well-structured compensation program should include plans that drive the creation of stockholder value over the long term and do not simply focus on short-term gains. Moreover, certain elements of compensation are structured over a multi-year period and the disclosure is made to cover several years.

The next Say-on-Pay vote will take place at our 2028 Annual Meeting. A Say-on-Pay vote is not binding on the Company, our Board or our Compensation Committee. Our Board and our Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our named executive officers, we will consider our stockholders’ concerns and our Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with the Company’s management and, based on such review and discussions, has recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Tables

Summary Compensation Table

The following table sets forth all compensation paid or accrued during fiscal year 2025 and the fiscal year 2026 to the named executive officers.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding the outstanding equity awards held by the named executive officers at March 29, 2026, the last day of fiscal year 2026.

Option Exercises and Stock Vested

During the fiscal year 2026, our named executive officers did not exercise any stock options. The following table sets forth information regarding the vesting of restricted stock for the named executive officers during fiscal year 2026.

Potential Payments Upon Termination or Change in Control

Each of the applicable agreements between the Company (which, for purposes of this discussion, includes NoJo in the case of Ms. Sheridan’s employment agreement) and our named executive officers requires the Company to make severance payments and provide severance benefits to the executive under certain circumstances if his or her employment with the Company is terminated other than for “cause” or for “good reason” (each as defined in the applicable agreement and discussed under “ Executive Compensation – Potential Payments Upon Termination or Change in Control — Definitions of Cause and Good Reason”) or upon the executive’s death or disability.

Our Compensation Committee has determined that the severance and change in control benefits discussed below are an important part of a competitive overall compensation arrangement for our named executive officers; consistent with the objective of attracting, motivating and retaining highly talented executives and important as a recruitment and retention device. Our Compensation Committee also has concluded that change in control benefits, where applicable, help to secure the continued employment and dedication of the applicable named executive officer, mitigate concern that such officer might have regarding such officer’s continued employment prior to or following a change in control and encourage independence and objectivity when considering possible transactions that may be in the best interests of the Company’s stockholders but may possibly result in the termination of such officer’s employment. Finally, our Compensation Committee has concluded that post-termination non-competition and non-solicitation covenants to which our named executive officers have agreed in their employment agreements in consideration for the Company providing the benefits discussed below are highly beneficial to the Company.

Our Compensation Committee has determined that the payment or provision of the benefits discussed below is consistent with competitive practices for positions at the level of our named executive officers. The potential amount of such benefits that an executive may receive in the event of a change in control, if any, did not influence our Compensation Committee’s decisions regarding other compensation elements due to the fact that a change in control may never occur during our named executive officer’s term of employment.

Current Executives

Olivia W. Elliott

Under Ms. Elliott’s employment agreement, if her employment is terminated by the Company without cause or by her for good reason within 60 days after an event that constitutes good reason, then the Company will pay Ms. Elliott an amount equal to two times the sum of: (i) Ms. Elliott’s base salary at the time of termination; plus (ii) the highest annual bonus paid or payable to Ms. Elliott in any of the three full fiscal years ended immediately prior to such termination, including any bonus or portion earned but deferred (and annualized for any fiscal year consisting of less than 12 full months) (such amount, the “Severance Amount”). The Company’s obligation to pay the Severance Amount: (a) will cease upon any breach by Ms. Elliott of the confidentiality provisions or restrictive covenants contained in her agreement; and (b) is subject to Ms. Elliott executing a release agreement within 50 days of such termination and not revoking such release during the revocation period specified therein.

If such termination occurs: (i) during the period beginning on the date of a change in control and ending 365 days after such change in control, then the Severance Amount will be paid in a single lump sum on the first regular payroll date to occur after the 60th day following the date of termination; and (ii) outside such period, then the Severance Amount shall be paid in approximately equal monthly installments during the 24-month period following such termination, commencing on the first regular payroll date to occur after the 60th day following such termination.

In addition, upon termination of her agreement by the Company without cause or by Ms. Elliott for good reason, she shall be entitled to each of the following:

Claire K. Spencer

Under Ms. Spencer’s employment agreement, if Ms. Spencer’s employment is terminated either by the Company without cause or by Ms. Spencer for good reason, then the Company will: (i) pay to Ms. Spencer, as severance, equal installment payments payable in accordance with the Company’s normal payroll practices and cycles, totaling the sum of her annual base salary as then in effect plus the highest annual bonus paid or payable to her in respect of any of the three full fiscal years ended immediately prior to the date of her termination; and (ii) pay to Ms. Spencer all salary accrued through the date of the termination, plus credit for any vacation earned but not taken, and any bonus earned for the prior fiscal year but not yet paid, as of the date of termination. In all other instances of termination of Ms. Spencer’s employment, including by the Company for cause, by Ms. Spencer without good reason or by reason of Ms. Spencer’s retirement, death or incapacity, the Company will pay to Ms. Spencer all salary accrued through the date of the termination, plus credit for any vacation earned but not taken or paid through the date of termination. All severance payments and additional rights provided to Ms. Spencer under her employment agreement (beyond Ms. Spencer’s compensation due through Ms. Spencer’s last day of employment) are subject to Ms. Spencer providing a general release of claims in favor of the Company and its subsidiaries and not revoking same, as contemplated by the employment agreement.

Former Executives

Craig J. Demarest

Mr. Demarest retired from all positions he held with the Company effective June 30, 2025, and terminated his employment with the Company on July 2, 2025. Pursuant to his employment agreement, no amounts were owed by the Company to Mr. Demarest in connection with his retirement other than salary accrued through July 2, 2025, plus credit for vacation earned but not taken or paid through the date of such termination.

In connection with Mr. Demarest’s retirement, our Compensation Committee accelerated the vesting of Mr. Demarest’s restricted stock award, consisting of 25,000 shares of Common Stock granted on March 26, 2024, which was originally scheduled to vest in its entirety on March 26, 2027, so that 10,571 shares of Common Stock vested on July 2, 2025. The number of shares for which vesting was accelerated represents the pro rata portion of the award based on the number of days Mr. Demarest was employed during the vesting period. The shares so vested had a value of $30,550, based on the closing price of the Common Stock as reported on the Nasdaq on July 2, 2025, of $2.89 per share. On July 2, 2025, the remaining 14,429 shares of Common Stock subject to the award were forfeited.

See “Executive Compensation — Compensation Tables – Summary Compensation Table” and “Executive Compensation — Compensation Tables — Option Exercises and Stock Vested.”

Donna E. Sheridan

As part of consolidating its internal operations, the Company terminated Ms. Sheridan from her positions as NoJo’s President and Chief Executive Officer effective October 27, 2025, and terminated her employment with NoJo effective November 30, 2025. Pursuant to her employment agreement and in connection with a termination without cause, the Company:

Definitions of Cause and Good Reason

Cause

For purposes of Ms. Elliott’s employment agreement, a termination of employment is for “cause” if she has been convicted of a felony or if the termination is evidenced by a resolution adopted in good faith by a majority of our Board that she: (i) intentionally and continually failed substantially to perform her reasonably assigned duties for a period of at least thirty days after a written notice of demand for substantial performance has been delivered to her; or (ii) intentionally engaged in illegal conduct or gross misconduct which results in material economic harm to the Company.

For purposes of Ms. Spencer’s employment agreement, “cause” exists if she: (i) is convicted of, pleads guilty or nolo contendere to, or confesses to any felony or any act of fraud, misappropriation, misrepresentation or embezzlement; (ii) has engaged in habitual substance abuse; or (iii) a resolution adopted in good faith by a majority of our Board finds that she (a) has engaged in any dishonest act to the material damage or prejudice to the Company or its subsidiaries or in any conduct materially damaging to their property, business or reputation, (b) has breached the terms of her employment agreement and fails, after notice, to timely cure such breach, (c) violates any rule, regulation or policy of the Company in any material respects and fails, after notice, to timely cure such violation, or (d) willfully and continually fails to substantially perform her duties and, fails, after notice, to timely cure such failure.

Good Reason

For purposes of Ms. Elliott’s employment agreement, “good reason” means a good faith determination by her that, without her consent, any one or more of the following events or conditions has occurred:

For purposes of Ms. Spencer’s employment agreement, “good reason” exists if, without her consent: (i) she is required to relocate or otherwise establish her principal daily work location more than 50 miles from her current principal work location (other than a change in such location to a location closer to her home residence); (ii) there is a material diminution in her authority, duties or responsibilities or assignment of duties inconsistent with her position; (iii) there is a material reduction by the Company of her base salary as the same may be increased from time to time other than a reduction that is of the same percentage as that imposed on all other named executive officers; or (iv) the Company materially breaches the employment agreement.

PROPOSAL 2 – APPROVAL OF CROWN CRAFTS, INC.

AMENDED AND RESTATED 2021 INCENTIVE PLAN

Our Board is seeking stockholder approval of the Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan, which will amend and restate the Crown Crafts, Inc. 2021 Incentive Plan (referred to in this Proposal 2 as the “Current Plan”), if approved by our stockholders. In this Proposal 2, the “Amended Plan” refers to the Current Plan as amended and restated by the Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan.

The primary purpose of the Amended Plan is to increase the share reserve under the Current Plan by 1,250,000 shares of Common Stock, from 1,200,000 shares to 2,450,000 shares. In addition, if our stockholders approve the Amended Plan, then the Amended Plan will continue in effect until the tenth anniversary of the date of such stockholder approval (which would be August 10, 2036, if approved at the Annual Meeting), unless earlier terminated as provided in the Amended Plan. See “Proposal 2 – Approval of Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan - Termination of the Amended Plan.”

The Current Plan was originally adopted by our Board on June 8, 2021, to replace our 2014 Omnibus Equity Compensation Plan (the “2014 Plan”), and was approved by our stockholders and became effective on August 10, 2021. On June 22, 2026, our Board approved the Amended Plan, subject to approval by our stockholders at the Annual Meeting. Our Compensation Committee recommended that our Board approve the Amended Plan.

If the Amended Plan is approved by our stockholders at the Annual Meeting, then it will become effective as of the date of the Annual Meeting. If our stockholders approve the Amended Plan, then we intend to register after the Annual Meeting the additional 1,250,000 shares of Common Stock available for issuance under the Amended Plan by filing with the SEC a registration statement on Form S-8.

If the Amended Plan is not approved by our shareholders, then the share reserve under the Current Plan will not be increased and the Current Plan will remain in effect in accordance with its terms but our future ability to issue equity awards will be limited. See “Proposal 2 – Approval of Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan - Need for Share Reserve Increase” and “Proposal 2 – Approval of Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan - Consequences of Failing to Approve the Amended Plan” below.

Our executive officers and directors have an interest in this Proposal 2 because they will be eligible to receive equity awards under the Amended Plan, subject to the approval of our Compensation Committee.

Need for Share Reserve Increase

As of June 12, 2026, 125,504 shares of Common Stock remain available for issuance of new awards under the Current Plan. The primary purpose of the Amended Plan is to increase the share reserve by 1,250,000 shares of Common Stock.

Our Board does not believe that the number of shares of Common Stock which remains available for new awards under the Current Plan is sufficient in light of our compensation structure and strategy. Our Board believes that: (i) the share reserve increase contemplated by the Amended Plan will provide the flexibility we need to keep pace with our competitors and to continue to effectively recruit, motivate and retain the caliber of employees and directors essential for meeting our business objectives; and (ii) providing our key personnel with a proprietary interest in the growth and performance of our Company is crucial to stimulating, strengthening and aligning individual performance with stockholder value.

The 125,504 shares of Common Stock that remain available for issuance of new awards under the Current Plan represent approximately 1.2% of the total number of shares of Common Stock outstanding as of June 12, 2026. No additional shares can be issued under the 2014 Plan, and no additional shares have been permitted to be issued under the 2014 Plan since the Current Plan became effective on August 10, 2021. As of June 12, 2026, the closing price of the Common Stock as reported on Nasdaq was $2.78 per share.

The following table provides information regarding our outstanding equity awards and shares available for future awards under the Company’s existing equity compensation plans as of June 12, 2026:

Burn Rate and Overhang

We reviewed a number of metrics to assess the cumulative impact of our equity compensation program and the reasonableness of the Amended Plan’s share reserve, including burn rate and overhang.

Burn Rate

Our annualized burn rate over the last three fiscal years has averaged 2.7%. “Burn rate” is calculated by dividing the total number of shares of Common Stock subject to equity awards granted in a given fiscal year by the total weighted average number of shares of Common Stock outstanding during the period and does not reflect any forfeitures, cancellations, expirations or withholdings. Our burn rate calculations assume that target performance is achieved with respect to awards subject to performance-based vesting conditions. The following table shows our annualized burn rate over the last three fiscal years under the Current Plan.

Overhang

As of June 12, 2026, under our Current Plan and the 2014 Plan, our existing overhang was 6.8%. Assuming our stockholders approve the Amended Plan, our overhang will be 15.9 %. “Overhang” is a measure of potential dilution from awards granted under equity incentive plans. We calculated overhang by dividing: (i) the number of shares of Common Stock subject to outstanding equity awards (excluding unvested shares of time-based vesting restricted stock because such shares are already outstanding), plus the number of shares of Common Stock available for the issuance of new awards by (ii) the total number of shares of Common Stock outstanding, plus the amount in clause (i). The overhang calculations assume that target performance is achieved with respect to awards subject to performance-based vesting conditions.

Expected Duration of the Amended Plan

Based on our historic and projected future use of equity-based compensation, we estimate that the 1,250,000 additional shares of Common Stock requested by the Amended Plan, plus the 125,504 shares of Common Stock remaining available for issuance of new awards under the Current Plan, that will be available for the issuance of new awards under the Amended Plan if this Proposal 2 is approved will be sufficient to provide awards for approximately five years; however, the actual duration may be more or less than five years depending on currently unknown factors, such as competitive market practices, our hiring and promotion practices, our future grant practices, our stock price, the number of awards that are forfeited or withheld and future acquisitions and divestitures. While we believe that the assumptions used in determining the expected duration of the Amended Plan are reasonable, future share usage may differ from current expectations.

Termination of the Amended Plan

Under the terms of the Current Plan, it will continue in effect until August 10, 2031 or, if our stockholders approve an amendment to the Current Plan that increases the number of shares of Common Stock subject to the Current Plan, then the tenth anniversary of the date of such approval. As a result, if our stockholders approve the Amended Plan (which will amend and restate the Current Plan to increase the share reserve), then the Amended Plan will continue in effect, unless earlier terminated as provided therein, until the tenth anniversary of the date of such stockholder approval (which would be August 10, 2036, if our stockholders approve the Amended Plan at the Annual Meeting).

Governance Features

The Amended Plan and our governance policies contain a number of provisions that we believe are consistent with the interests of our stockholders and sound corporate governance and compensation practices, including:

Consequences of Failing to Approve the Amended Plan

The Amended Plan, and the share reserve increase it contemplates, will not be implemented unless the Amended Plan is approved by our stockholders. If the Amended Plan is not approved by our stockholders, then the Current Plan will remain in effect in accordance with its terms but our future ability to issue equity awards will be limited, which could affect our ability to attract and retain talented individuals important to the success of our business. In addition, if the Amended Plan is not approved by our stockholders, then we may be compelled to increase meaningfully the cash component of our employee and director compensation, which may not necessarily align employee and director compensation interests with the investment interests of our stockholders as well as alignment provided by equity-based awards. Replacing equity awards with cash also would increase cash compensation expense and use cash that might be otherwise reinvested in our businesses or returned to our stockholders.

Summary of Material Terms of the Amended Plan

The key terms of the Amended Plan, as proposed to be amended and restated and assuming the approval of the Amended Plan by the stockholders, are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is attached as Appendix A to this Proxy Statement.

Purpose. The purpose of the Amended Plan is to promote our success and enhance our value by linking the personal interests of our employees, officers, directors, consultants and advisors to those of our stockholders, and by providing participants with an incentive for outstanding performance. The Amended Plan is also intended to enhance our ability to motivate, attract and retain the services of employees, officers, directors, consultants and advisors upon whose judgment, interest, and special effort the successful conduct of our operation is largely dependent.

Shares Subject to the Amended Plan. Subject to adjustment as provided in the Amended Plan, the aggregate number of shares of Common Stock reserved and available for issuance pursuant to awards granted under the Amended Plan shall be 2,450,000 (of which 1,200,000 shares of Common Stock were originally reserved and available for issuance under the Current Plan and 1,250,000 additional shares of Common Stock are being requested for stockholder approval under the Amended Plan).

Of the 1,200,000 shares of Common Stock which were originally reserved and available for issuance under the Current Plan, 125,504 shares of Common Stock remain available for issuance of new awards as of June 12, 2026. If the Amended Plan is approved by our stockholders, then the aggregate number of shares reserved and available for issuance under the Amended Plan would be increased by 1,250,000, all of which may be granted as incentive stock options.

Shares subject to awards under the Amended Plan that are canceled, terminated, forfeited, or settled in cash will again be available for awards under the Amended Plan. Shares withheld to satisfy exercise prices or tax withholding obligations, and shares purchased on the open market with proceeds of an option exercise, are not added back to the pool of shares available for awards under the Amended Plan. In the event of a nonreciprocal transaction between us and our stockholders that causes the per share value of Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the shares subject to the Amended Plan under the Amended Plan will be adjusted proportionately, and our Compensation Committee must make such adjustments to the Amended Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.

Administration. The Amended Plan is administered by our Compensation Committee. Our Compensation Committee has the authority to: (i) grant awards; (ii) designate participants; (iii) determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; (iv) establish, adopt or revise any plan, program or policy for the grant of awards as it may deem necessary or advisable, including but not limited to short-term incentive programs; (v) establish, adopt or revise any rules and regulations as it may deem advisable to administer the Amended Plan; and (vi) make all other decisions and determinations that may be required under the Amended Plan. The Board may at any time administer the Amended Plan. If it does so, it will have all the powers of our Compensation Committee under the Amended Plan.

Eligibility. The Amended Plan permits the grant of awards to our employees, officers, directors, consultants and advisors and those of our affiliates. The number of eligible participants in the Amended Plan will vary from year to year. As of the Record Date, approximately 14 employees and 4 non-employees (including our non-employee directors) were eligible to receive awards under the Amended Plan.

Permissible Awards. The Amended Plan authorizes the granting of awards in any of the following forms:

Dividends accrued on shares of restricted stock before they are vested are credited by the Company to an account for the participant and accumulated without interest until the date upon which the host award becomes vested, and any dividends accrued with respect to forfeited restricted stock are reconveyed to the Company without further consideration or any act or action by the participant. In no event shall dividends be paid or distributed until the vesting restrictions of the underlying restricted stock award lapse.

Our Compensation Committee is authorized to grant dividend equivalents with respect to full-value awards, which are awards (other than options or SARs) which are settled by the issuance of Common Stock (or at the discretion of our Compensation Committee, settled in cash valued by reference to Common Stock value). Dividend equivalents entitle the participant to receive payments equal to ordinary cash dividends or distributions with respect to all or a portion of the number of shares subject to a full-value award, as determined by our Compensation Committee. Dividend equivalents accruing on unvested full-value awards will, as provided in the award agreement, either be: (i) reinvested in the form of additional shares, which shares will be subject to the same vesting provisions as provided for the host award; or (ii) credited by the Company to an account for the participant and accumulated without interest until the date upon which the host award becomes vested. In either case, any dividend equivalents accrued with respect to forfeited awards are reconveyed to the Company without further consideration or any act or action by the participant. In no event are dividend equivalents paid or distributed until the vesting restrictions of the underlying full-value award lapse

Minimum Vesting. Except in the case of substitute awards (which are awards granted in substitution for stock and stock-based awards held by employees of another entity who become employees of ours or of our affiliates as a result of a merger, consolidation or acquisition), awards granted under the Amended Plan are subject to a minimum vesting period of one year (subject to automatic acceleration of vesting only in the event of death or disability of the participant or a change in control). Notwithstanding the foregoing, our Compensation Committee may grant awards without the above-described minimum vesting requirement with respect to awards covering 5% or fewer of the total number of shares authorized under the Amended Plan.

For information regarding our Compensation Committee’s authority to accelerate the vesting of awards, see “Proposal 2 – Approval of Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan – Summary of Material Terms of the Amended Plan –Discretion to Accelerate Awards” below.

Treatment of Awards upon a Participant’s Death or Disability. Unless otherwise provided in an award certificate or any special plan document or separate agreement governing an award, upon the termination of a participant’s service due to death or disability:

Treatment of Awards Upon a Change in Control. Unless otherwise provided in an award certificate or any special plan document governing an award, upon the occurrence of a change in control of the Company in which awards are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by our Compensation Committee or our Board:

Unless otherwise provided in an award certificate or any special plan document governing an award, with respect to awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a change in control, if within two years after the effective date of the change in control, a participant’s employment is terminated without “Cause” or the participant resigns for “Good Reason” (as such terms are defined in the Amended Plan), then:

Discretion to Accelerate Awards. Our Compensation Committee may in its sole discretion determine that, upon the termination of service of a participant for any reason: (i) all or a portion of such participant’s options or SARs will become fully or partially exercisable; (ii) all or a part of the restrictions on all or a portion of the participant’s outstanding awards will lapse; and/or (iii) any performance-based criteria with respect to any awards held by that participant will be deemed to be wholly or partially satisfied, in each case, as of such date as our Compensation Committee may, in its sole discretion, declare.

Certain Transactions. Upon the occurrence or in anticipation of certain corporate events or extraordinary transactions, our Compensation Committee may also make discretionary adjustments to awards, including settling awards for cash, providing that awards will become fully vested and exercisable, providing for awards to be assumed or substituted, or modifying performance targets or periods for awards.

Limitations on Transfer; Beneficiaries. No award may be assigned or transferred by a participant other than by will or the laws of descent and distribution; provided, however, that our Compensation Committee may permit other transfers (other than transfers for value) if our Compensation Committee concludes that such transfer does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including, without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards. A participant may, in the manner determined by our Compensation Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant’s death.

Termination and Amendment. The Amended Plan will continue in effect until the tenth anniversary of our stockholders approval thereof (which would be August 10, 2036, if so approved at the Annual Meeting), unless earlier terminated as provided in the Amended Plan.

Our Board or our Compensation Committee may, at any time and from time to time, terminate or amend the Amended Plan, but if an amendment to the Amended Plan would constitute a material amendment requiring stockholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to stockholder approval. No termination or amendment of the Amended Plan may materially and adversely affect any award previously granted under the Amended Plan without the written consent of the participant. Without the prior approval of our stockholders, and except as otherwise permitted by the antidilution provisions of the Amended Plan, the Amended Plan may not be amended to directly or indirectly reprice, replace or repurchase “underwater” options or SARs.

Our Compensation Committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless approved by our stockholders or otherwise permitted by the antidilution provisions of the Amended Plan: (i) the exercise price or base price of an option or SAR may not be reduced, directly or indirectly; (ii) an option or SAR may not be cancelled in exchange for cash, other awards, or options or SARs with an exercise price or base price that is less than the exercise price or base price of the original option or SAR, or otherwise; (iii) we may not repurchase an option or SAR for value (in cash or otherwise) from a participant if the current fair market value of the shares of Common Stock underlying the option or SAR is lower than the exercise price or base price per share of the option or SAR; and (iv) the original term of an option or SAR may not be extended.

Prohibition on Repricing. As indicated above under the subheading “Termination and Amendment,” outstanding stock options and SARs cannot be repriced, directly or indirectly, without the prior consent of our stockholders. The exchange of an “underwater” option or stock appreciation right (i.e., an option or stock appreciation right having an exercise price or base price in excess of the current market value of the underlying stock) for cash or for another award would be considered an indirect repricing and would, therefore, require the prior consent of our stockholders.

Certain Federal Income Tax Effects

The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the Amended Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State and local income tax consequences are not discussed and may vary from locality to locality.

Nonstatutory Stock Options. There will be no federal income tax consequences to the optionee or to us upon the grant of a nonstatutory stock option under the Amended Plan. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of Common Stock received upon exercise of the option at the time of exercise over the exercise price, and we generally will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

Incentive Stock Options. There typically will be no federal income tax consequences to the optionee or to us upon the grant or exercise of an incentive stock option. If the optionee holds the acquired option shares for the required holding period of at least two years after the date the option was granted and one year after exercise, then the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and we will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange or other disqualifying disposition before the required holding period ends, then he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and we generally will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income.

SARs. A participant receiving a SAR under the Amended Plan will not recognize income, and we will not be allowed a tax deduction, at the time the award is granted. When the participant exercises a SAR, the amount of cash and the fair market value of any shares of Common Stock received will be ordinary income to the participant, and we generally will be allowed a corresponding federal income tax deduction at that time.

Restricted Stock. Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and we will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the Common Stock as of that date (less any amount he or she paid for the stock), and we generally will be allowed a corresponding federal income tax deduction at that time. If the participant files an election under Section 83(b) of the Code within 30 days after the date of grant of the restricted stock, then he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and we generally will be allowed a corresponding federal income tax deduction at that time. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Section 83(b) election.

Restricted or Deferred Stock Units. A participant will not recognize income, and we will not be allowed a tax deduction, at the time a stock unit award is granted. When the participant receives or has the right to receive shares of Common Stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the Common Stock or other property as of that date (less any amount he or she paid for the stock or property), and we generally will be allowed a corresponding federal income tax deduction at that time.

Performance Awards Payable in Cash. A participant will not recognize income, and we will not be allowed a tax deduction, at the time a performance award payable in cash is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a participant will recognize ordinary income equal to the cash received, and we generally will be allowed a corresponding federal income tax deduction at that time.

Section 409A. The Amended Plan permits the grant of various types of incentive awards, which may or may not be exempt from Section 409A of the Code. If an award is subject to Section 409A, and if the requirements of Section 409A are not met, then the taxable events as described above could apply earlier than described and could result in the imposition of additional taxes and penalties on the participant. Restricted stock awards, stock options and SARs that comply with the terms of the Amended Plan are generally exempt from the application of Section 409A of the Code. Stock units, other stock-based awards and cash-based awards that are granted in one year and payable in a later year generally are subject to Section 409A unless they are designed to satisfy the short-term deferral exemption from such law. If not exempt, then such awards must be specially designed to meet the requirements of Section 409A in order to avoid early taxation and penalties.

Tax Withholding. Our Company and any of our affiliates have the right to deduct or withhold, or require a participant to remit to us, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Amended Plan.

New Plan Benefits

Each of our Board and our Compensation Committee has the discretion to grant awards under the Amended Plan. Other than pursuant to the terms of our director compensation program, no determination has been made as to the types or amounts of awards that will be granted in the future pursuant to the Amended Plan. It is therefore not possible to determine the future benefits that will be received by participants other than pursuant to the director compensation program. The closing price of our Common Stock, as reported on the Nasdaq on June 12, 2026, was $2.78 per share.

The awards granted to our officers and directors in fiscal year 2026 under the Current Plan would not have changed if the Amended Plan had been in place instead of the Current Plan. Please refer to the description of grants made to our named executive officers in fiscal year 2026 described in “Executive Compensation - Compensation Tables” and grants made to our non-employee directors in fiscal year 2026 described under “Director Compensation.”

Equity Compensation Plan Information

The table below sets forth information regarding shares of the Common Stock that may be issued upon the exercise of options, warrants and other rights granted to employees, consultants or directors under all of our existing equity compensation plans as of March 29, 2026 and June 12, 2026.

Recommendation of the Board of Directors

REPORT OF THE AUDIT COMMITTEE

Our Audit Committee is comprised of three directors, all of whom are independent, as defined by the listing standards of Nasdaq. Our Board has determined that Donald Ratajczak is an audit committee financial expert within the meaning of regulations adopted by the SEC because of his accounting and related financial management expertise and experience. Our Audit Committee has adopted a formal, written charter, which has been approved by the full Board and which specifies the scope of our Audit Committee’s responsibilities and how it should carry them out. The complete text of our Audit Committee charter is available on the Company’s website at www.crowncrafts.com.

Our Audit Committee oversees the Company’s financial reporting process and internal control structure on behalf of our Board. Management is responsible for the preparation, presentation and integrity of the financial statements and the effectiveness of the Company’s internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for expressing an opinion as to the conformity of the Company’s consolidated financial statements with generally accepted accounting principles.

Our Audit Committee has reviewed and discussed with the Company’s management the audited financial statements of the Company for the fiscal year ended March 29, 2026. Our Audit Committee has discussed with KPMG, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, KPMG has provided our Audit Committee with the written disclosures required by the applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with our Audit Committee concerning independence, and our Audit Committee has discussed with KPMG the firm’s independence from management and the Company.

Based on the aforementioned review and discussions with management and KPMG, our Audit Committee recommended to our Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2026.

This report has been submitted by the Audit Committee.

The Report of the Audit Committee is not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by the Company under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates such information by reference.

PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Overview

KPMG currently serves as the Company’s independent registered public accounting firm and conducted the audit of the Company’s consolidated financial statements for fiscal years 2026 and 2025. Although appointment of the independent registered public accounting firm of the Company is not required to be submitted to a vote of the stockholders of the Company for ratification under the laws of Delaware, our Audit Committee has recommended that our Board submit this matter to the stockholders as a matter of good corporate practice. If our stockholders fail to ratify the appointment, then our Audit Committee will reconsider whether to retain KPMG and may retain that firm or another independent registered public accounting firm without resubmitting the matter to our stockholders for their approval. Even if the appointment is ratified, our Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of KPMG are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Fees and Services of Independent Registered Public Accounting Firm

The following is a summary of the fees billed to the Company by KPMG for professional services rendered during the fiscal years 2026 and 2025:

Pre-Approval Policies and Procedures

All services provided by KPMG are subject to pre-approval by our Audit Committee. Pre-approval may be provided for specific categories of services, limited to a specified budget amount, and may generally be given for up to one year. Before granting approval for additional services, or on a case-by-case basis as determined by our Audit Committee, our Audit Committee will require: (i) a detailed description of the proposed service; (ii) a statement from management as to why they believe KPMG is best qualified to perform the service; and (iii) an estimate of the fees to be incurred. Before granting its approval, our Audit Committee gives due consideration to whether approval of the relevant service will have a detrimental impact on the independence of KPMG.

All fees of KPMG in the preceding table were approved in accordance with our Audit Committee’s pre-approval policies and procedures.

Recommendation of the Board of Directors

STOCK OWNERSHIP INFORMATION

Stock Ownership of Directors, Director Nominees, Executive Officers and Certain Beneficial Owners

The following table sets forth certain information, based upon publicly filed documents, regarding the number and percentage of shares of Common Stock that are deemed to be “beneficially owned” under the rules of the SEC, as of the Record Date, by: (i) each director of the Company; (ii) each nominee for election as a director; (iii) the named executive officers of the Company named in the “Summary Compensation Table” included elsewhere herein; (iv) all executive officers and directors as a group; and (v) all persons known to the Company who may be deemed beneficial owners of more than 5% of the outstanding shares of Common Stock.

* Less than 1%.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of the Common Stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on its review of the copies of such forms received by it, and written representations from certain reporting persons, the Company believes that since March 31, 2025, its officers, directors and greater than 10% beneficial stockholders timely complied with all applicable Section 16(a) filing requirements.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company’s written related party transactions policy provides that we will only enter into or ratify a transaction with a related party when our Board, acting through our Audit Committee, determines that the transaction is in the best interests of the Company and its stockholders.

For purposes of the policy, a “related party” means:

A “related party transaction,” for purposes of the policy, includes any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which: (i) the Company or any of its subsidiaries is or will be a participant; (ii) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year; and (iii) any related party has or will have a direct or indirect interest.

We review all known relationships and transactions in which the Company and our directors, executive officers and significant stockholders or their immediate family members are participants to determine whether such persons have a direct or indirect interest. Our Corporate Secretary is primarily responsible for developing and implementing processes to obtain information regarding our directors, executive officers and significant stockholders with respect to related party transactions. In addition, the Company’s directors, nominees for director and executive officers are required to notify us of any potential related party transactions and provide us with information regarding such transactions. If our Corporate Secretary determines that a transaction is a related party transaction, then our Audit Committee must review the transaction at its next regularly scheduled meeting and either approve or disapprove the transaction. If our Corporate Secretary determines that it is impractical or undesirable to wait until the next regularly scheduled committee meeting for our Audit Committee to review the transaction, then our Audit Committee Chair approve the transaction and report such approval (and the rationale for such approval) to our Audit Committee at its next regularly scheduled meeting.

In determining whether to approve or ratify a transaction with a related party, our Audit Committee will take into account all of the relevant facts and circumstances available to it, including, among any other factors it deems appropriate:

Any member of our Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote on the approval of the transaction.

If a related party transaction will be ongoing, our Audit Committee may establish guidelines for the Company to follow in its ongoing dealings with the related party. Thereafter, our Audit Committee, on at least an annual basis, will review and assess ongoing relationships with the related party to monitor compliance with our Audit Committee’s guidelines and to determine whether the related party transaction remains appropriate.

ADDITIONAL INFORMATION

Other Matters

Our Board does not contemplate bringing before the Annual Meeting any matter other than those specified in the accompanying Notice of the 2026 Annual Meeting of Stockholders, nor does it have information that other matters will be presented at the Annual Meeting. If other matters come before the Annual Meeting, then signed proxies will be voted upon such questions in the discretion of the persons acting under the proxies.

Stockholder Proposals and Director Nominations for the 2027 Annual Meeting

Requirements for Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials

Stockholders interested in submitting a proposal for inclusion in the proxy materials for the 2027 Annual Meeting may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. To be eligible for inclusion in our proxy statement, stockholder proposals must be received no later than February 26, 2027 and must comply with Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. If we change the date of the 2027 Annual Meeting by more than 30 days from the anniversary of this year’s Annual Meeting, then stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the 2027 Annual Meeting. Proposals should be sent to the attention of the Corporate Secretary, Crown Crafts, Inc., 8184 Highway 44, Suite 111, Gonzales, Louisiana.

Requirements for Director Nominations and Stockholder Proposals Not Intended for Inclusion in Proxy Materials

Section 2.13 of our bylaws governs the submission of nominations for director or other business proposals that a stockholder wishes to have considered at a meeting of stockholders, but which are not included in our proxy statement for that meeting. Under Section 2.13 of our bylaws, nominations for director or other business proposals to be addressed at our 2027 Annual Meeting may be made by a stockholder entitled to vote who has delivered a notice to our Corporate Secretary at the address indicated above no later than the close of business on February 26, 2027, and no earlier than the close of business on January 27, 2027. This notice must contain the information required by Section 2.13 of our bylaws, including information concerning the nominee or proposal, as the case may be, and information about the proposing stockholder’s ownership of and agreements related to our stock. In the event that the 2027 Annual Meeting is called for a date that is not within 30 days of August 10, 2027, to be timely, notice by the stockholder must be so received not later than the close of business on the tenth day following the earlier of: (i) the day on which notice of the date of the 2027 Annual Meeting was mailed or given to stockholders; and (ii) the day on which public announcement of the 2027 Annual Meeting is made.

We will not entertain any director nominations or stockholder proposals at the 2027 Annual Meeting that do not meet the requirements set forth in our bylaws.

Our bylaws are posted on the Company’s website at www.crowncrafts.com. A copy of our bylaws also will be provided upon request to our Corporate Secretary at the address above.

Proxy Solicitation Pursuant to Rule 14a-19

In addition to satisfying the advance notice requirements of our bylaws (including the information requirements and notice deadlines set forth therein), stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19 under the Exchange Act. To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than June 11, 2027.

Where You Can Find More Information

The Company is delivering with this Proxy Statement a copy of its 2026 Annual Report. The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The Company’s SEC filings are available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

Upon receipt of a written request, the Company will, without charge, provide any stockholder a copy of the 2026 Annual Report, including financial statements and the footnotes thereto. Copies of exhibits to the annual report are also available upon specific request and payment of a reasonable charge for reproduction. Such requests should be directed to our Corporate Secretary at Crown Crafts, Inc., P.O. Box 1028, Gonzales, Louisiana 70707, Attn.: Corporate Secretary.

APPENDIX A

CROWN CRAFTS, INC.

AMENDED AND RESTATED

2021 INCENTIVE PLAN

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

CROWN CRAFTS, INC.
AMENDED AND RESTATED

2021 INCENTIVE PLAN

SECTION 1    PURPOSE

The purpose of the Crown Crafts, Inc. Amended and Restated 2021 Incentive Plan, which amends and restates the Crown Crafts, Inc. 2021 Incentive Plan, is to: (i) promote the success, and enhance the value, of Crown Crafts, Inc. (the “Company”) by linking the personal interests of employees, officers, directors, consultants and advisors of the Company or any Affiliate (as defined below) to those of the Company’s stockholders and by providing such persons with an incentive for outstanding performance; and (ii) provide flexibility to the Company in its ability to motivate, attract and retain the services of employees, officers, directors, consultants and advisors upon whose judgment, interest and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan (as defined below) permits the grant of incentive awards from time to time to selected employees, officers, directors, consultants and advisors of the Company and its Affiliates.

SECTION 2    DEFINITIONS

When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1 unless a clearly different meaning is required by the context. The following words and phrases shall have the following meanings:

(a)    “Affiliate” means: (i) any Subsidiary or Parent; or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.

(b)    “Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance Awards, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan.

(c)    “Award Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d)    “Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.

(e)    “Board” means the Board of Directors of the Company.

(f)    “Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, service, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, service, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee or the Board: (i) the Participant’s act or failure to act amounting to gross negligence or willful misconduct to the detriment of the Company; (ii) the Participant’s dishonesty, fraud, theft or embezzlement of funds or properties in the course of the Participant’s employment or service; (iii) the Participant’s commission of or pleading guilty to or confessing to any felony; or (iv) the Participant’s breach of any restrictive covenant agreement with the Company, including, without limitation, covenants not to compete, non-solicitation covenants and non-disclosure covenants.

(g)    “Change in Control” means and includes the occurrence of any one of the following events but shall specifically exclude a public offering of securities by the Company:

(i)    individuals who, on the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including, without limitation, by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or

(ii)    any person becomes a Beneficial Owner, directly or indirectly, of either: (A) 50% or more of the then-outstanding shares of common stock of the Company (“Company Common Stock”), or (B) securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary of the Company, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or

(iii)    the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Reorganization, Sale or Acquisition (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Corporation”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no Person (other than (x) the Company or any Subsidiary of the Company, (y) the Surviving Corporation or its ultimate parent corporation, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing is the beneficial owner, directly or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Surviving Corporation, and (C) at least a majority of the members of the board of directors of the Surviving Corporation were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(iv)    approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(h)    “Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

(i)    “Committee” means the committee of the Board described in Section 4.

(j)    “Company” means Crown Crafts, Inc., a Delaware corporation, or any successor corporation.

(k)    “Continuous Service” means the absence of any interruption or termination of service as an employee, officer, director, consultant or advisor of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous Service” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates; (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate; (iii) a Participant transfers from being an employee of the Company or an Affiliate to being a director of the Company or of an Affiliate, or vice versa; (iv) in the discretion of the Committee, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or of an Affiliate, or vice versa; (v) in the discretion of the Committee as specified at or prior to such occurrence, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to the Company or an Affiliate, or vice versa; or (vi) any leave of absence authorized in writing by the Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive; provided, however, that for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).

(l)    “Deferred Stock Unit” means a right granted to a Participant under Section 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

(m)    “Disability” means the inability of the Participant, as reasonably determined by the Company, to perform the essential functions of his or her regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six consecutive months.

(n)    “Dividend Equivalent” means a right granted to a Participant under Section 11.

(o)    “Effective Date” has the meaning assigned such term in Section 3.1.

(p)    “Eligible Participant” means an employee, officer, director, consultant or advisor of the Company or any Affiliate.

(q)    “Exchange” means any national securities exchange on which the Stock may from time to time be listed.

(r)    “Fair Market Value,” on any date, means: (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported; or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on an interdealer quotation system or it is determined that the fair market value is not properly reflected by such quotations, then Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.

(s)    “Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).

(t)    “Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.

(u)    “Good Reason” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, service, severance or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such employment, service, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Good Reason” means the occurrence of any of the following conditions without the Participant’s consent, as determined by the Committee or the Board: (i) a material diminution in the Participant’s authority, duties or responsibilities from those that existed on the date immediately preceding the Change in Control; (ii) a material reduction in the Participant’s base salary or annual bonus opportunity, in each case as in effect on the date immediately preceding the Change in Control; or (iii) the relocation of the Participant’s primary office to a location more than 50 miles from the location of the Participant’s primary office on the date immediately preceding the Change in Control. Notwithstanding the foregoing, the occurrence of any of the events described in the immediately preceding clauses (i), (ii) and (iii) will not constitute Good Reason unless (x) the Participant gives the Company written notice within 30 days after the initial occurrence of an event that the Participant believes constitutes Good Reason and describes such event in the notice, (y) the Company thereafter fails to cure any such event within 30 days after receipt of such notice and (z) the Participant’s termination as a result of such event occurs at least 31 days after the Company’s receipt of the notice referred to in the immediately preceding clause (y) but no more than 90 days after the initial occurrence of the event that the Participant believes constitutes Good Reason.

(v)    “Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.