UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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☒ |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File Number: 1-11692
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A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
THE ETHAN ALLEN RETIREMENT SAVINGS PLAN
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B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
25 Lake Avenue Ext.
Danbury, Connecticut 06811-5286
THE ETHAN ALLEN RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Table of Contents
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Report of Independent Registered Public Accounting Firm |
1 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits |
2 |
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Statement of Changes in Net Assets Available for Benefits |
3 |
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Notes to Financial Statements |
4 |
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Supplemental Schedule: |
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Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) |
12 |
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Exhibit Index |
13 |
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Signature |
13 |
Report of Independent Registered Public Accounting Firm
To the Ethan Allen Retirement Committee, Plan Administrator and Plan Participants of
The Ethan Allen Retirement Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Ethan Allen Retirement Savings Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for purposes of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2025, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ CohnReznick LLP
We have served as the Plan’s auditor since February 2022.
Hartford, Connecticut
June 26, 2026
THE ETHAN ALLEN RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
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As of December 31, |
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2025 |
2024 |
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ASSETS |
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Investments, at fair value |
$ | $ | ||||||
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Receivables |
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Employer contributions |
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Notes receivable from participants |
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Total receivables |
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Total assets |
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Net assets available for benefits |
$ | $ | ||||||
See accompanying notes to financial statements.
THE ETHAN ALLEN RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
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For the Year Ended |
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Additions |
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Net appreciation in fair values of investments |
$ | |||
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Interest and dividend income from investments |
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Interest income on notes receivable from participants |
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Contributions |
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Participants |
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Employer |
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Rollover |
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| Total contributions | ||||
| Total additions | ||||
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Deductions |
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Benefits paid to participants |
$ | |||
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Administrative expenses |
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| Total deductions | ||||
| Net increase | ||||
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Net assets available for benefits |
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Beginning of year |
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End of year |
$ | |||
See accompanying notes to financial statements.
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(1) |
Description of the Plan |
The following description of the Ethan Allen Retirement Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan sponsored and administered by Ethan Allen Global, Inc. and its subsidiaries (collectively the “Company,” the “Employer,” or the “Plan Sponsor”). The Plan was formed effective July 1, 1994 through the merger of the Retirement Program of Ethan Allen Inc. (the “Retirement Program”) into the Ethan Allen 401(k) Employee Savings Plan. On January 1, 1999, the name of the Plan was changed from The Ethan Allen Profit Sharing and 401(k) Retirement Plan to The Ethan Allen Retirement Savings Plan. The Plan was last amended for clarification of the forfeitures and automatic enrollment provisions, effective January 1, 2023. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and is a participant-directed defined contribution plan. The Plan was established for the purpose of providing retirement benefits for the U.S. employees of the Company.
The Plan is administered by the Ethan Allen Retirement Committee (the “Committee”), members of which are appointed by the Company’s Board of Directors. The Committee is responsible for the oversight of the Plan, determining appropriateness of the Plan’s investments and monitoring investment performance. Empower Trust Company, LLC (the “Trustee”) is the directed trustee of the Plan while Empower Retirement, LLC (the “Recordkeeper”), a wholly-owned subsidiary of Empower Annuity Insurance Company of America, serves as the recordkeeper to maintain the individual accounts of each of the Plan’s participants.
Eligibility
In general, all U.S. employees of the Company are eligible to participate in the Plan on the first day of employment. However, the following U.S. employees or classes of employees are not eligible to participate: (i) employees whose compensation and conditions of employment are subject to determination by collective bargaining, (ii) employees who are non-resident aliens with no U.S. source income (within the meaning of the Internal Revenue Code (“IRC”)) from the Company, (iii) independent contractors, (iv) employees of employment agencies and/or leased employees and (v) persons who are not classified as employees for tax purposes.
Contributions
Upon initially meeting the Plan’s eligibility requirements, each participant is automatically enrolled in the Plan with a
Participants may contribute from
The Company, at its discretion, may elect to match participants’ pre-tax and Roth contributions to the 401(k) portion of the Plan. Participants who are employed by the Company on the last scheduled workday of the Plan year (including participants who were on an authorized leave of absence or laid off during the Plan year) and participants who terminated employment during that year before the last working day because of death, retirement, or disability, or the Company’s closing of the location at which the participants worked, are entitled to receive the Employer matching contribution, if any. The actual contribution is made in the ensuing year. The Company elected to match
Employer contributions, if any, to the profit-sharing portion of the Plan on behalf of each participant are determined by the Company, although the maximum amount that can be contributed to a participant’s account in any year is the lesser of (i) $
Vesting
All elective contributions made by participants and earnings on those contributions are
Participants forfeit the nonvested portion of their accounts in the Plan upon termination of employment with the Company and upon 100% withdrawal of their elective contributions. If a terminated participant does not withdraw 100% of their elective contributions, then the nonvested portion of their accounts will remain in the plan for a -year period, after which it will be forfeited. Any remaining forfeited balances of terminated participants’ nonvested accounts may be used at the Company’s discretion to pay reasonable administrative expenses of the Plan or to reduce the Employer’s contribution for the Plan year. During the year ended December 31, 2025, the Company used $
Investment Options
Participants direct the investment of their contributions, Employer profit-sharing contributions and Employer matching cash contributions into various investment options offered by the Plan. The Plan currently offers a broad range of mutual funds, common collective trust funds, a self-directed brokerage account and a stable value fund, as investment options for participants.
Participants’ Accounts
A separate account is maintained for each participant. Net investment income is comprised of dividend income and net appreciation in fair value of investments and is allocated daily to each participant’s account on a proportional basis according to account balances so that each account bears its proportionate share of income or loss. Participant accounts are charged with an allocation of administrative expenses that are paid by the Plan. The benefit to which a participant is entitled to is the benefit that can be provided from the Participant’s vested account.
Notes Receivable from Participants (Participant Loans)
Each participant may apply to the Recordkeeper for a loan against the 401(k) portion of that participant’s account. Participants may borrow from their account a minimum of $
Loans are processed by the Recordkeeper upon approval of the application. The Plan Sponsor has determined that loans shall bear interest at a reasonable rate and commensurate with local prevailing lending rates. Loan rates on outstanding loans as of December 31, 2025 ranged from
Distributions and Withdrawals, including Payment of Benefits
Participants may elect to receive their benefits when they reach age ½, or when they leave the Company. The Plan also provides death benefits to the designated beneficiary of eligible participants. An employee may withdraw any or all of their after-tax 401(k) contributions and participant rollover contributions at any time; early withdrawal of pre-tax and Company match 401(k) contributions may only be made by a participant upon attaining the age of ½ or because of serious financial hardship, subject to limitations. Distributions are usually made in cash. If a participant’s account includes shares of Company stock, a participant can elect to receive a distribution in cash or stock. Unless a participant elects otherwise, in no event shall distributions commence later than sixty days after the close of the Plan year in which the latest of the following events occurs: the participant’s attainment of age
Benefits are recorded when paid.
Investment Management Fees and Operating Expenses
Investment management fees and operating expenses charged to the Plan for investments in the various funds are deducted from income earned on a daily basis and are reflected as a component of net appreciation in fair values of investments.
Administrative Expenses
In 2025, administrative expenses, other than (i) certain transaction fees borne by the participants and (ii) certain audit, legal and investment advisory fees borne by the Company, were paid by the Plan, in accordance with Plan provisions, and allocated to participant accounts based upon their account balances. Fees paid for recordkeeping and trust services amounted to $
Plan Termination
Although the Company has not expressed any intent to do so, it has the right under the Plan, to the extent permitted by law, to discontinue its contributions, and to terminate the Plan in accordance with the provisions of ERISA. If the Plan is terminated, each participant’s interest will be payable in full according to the Plan provisions. The Company also has the right under the Plan, to the extent permitted by law, to amend or replace it for any reason. In the event of Plan termination, participants would become
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(2) |
Summary of Significant Accounting Policies |
Basis of Accounting and Presentation
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and supplemental schedule. Actual results could differ from those estimates.
Contributions
Contributions from Plan participants and the matching contribution from the Company are recorded in the year in which participant compensation is earned.
Investments Valuation and Income Recognition
The Plan’s investments are stated at their fair values in the statements of net assets available for benefits as of December 31, 2025 and 2024. The shares of registered investment companies (mutual funds) are valued at quoted market prices. The mutual funds are valued at the Net Asset Value (“NAV”) of shares held by the Plan at year end based on the closing price reported on the active market on which the individual mutual funds are traded. The Company’s common stock is traded on the New York Stock Exchange (“NYSE”), under the ticker symbol “ETD” and is valued at the last reported sales price on the last day of the Plan year. Plan interests in collective trusts are reported at fair value as determined based on net asset value as provided by the Recordkeeper, which is used as a practical expedient to estimate fair value. The fair value of the self-directed brokerage accounts is determined by reference to the fair value of the underlying securities within the self-directed brokerage accounts. The underlying investments held in the self-directed brokerage accounts are valued at the closing price as quoted on the exchange where the underlying securities are traded.
Purchases and sales of securities are recorded on a trade–date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Fair Value Measurements
The Plan performs fair value measurements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurement (“ASC 820”). Refer to Note 3 for the fair value measurement disclosures associated with the Plan’s investments.
Risks and Uncertainties
The Plan’s exposure to credit losses in the event of nonperformance of investments is limited to the carrying value of its investments. Investment securities, in general, are exposed to various risks, such as risk of foreign currency fluctuations relative to the U.S. dollar, interest rate risk, credit risk and overall market volatility risk. During the year ended December 31, 2025, net appreciation in the fair value of investments totaled $
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(3) |
Fair Value Measurements |
The Plan performs fair value measurements in accordance with the guidance provided by ASC 820 for all financial assets and non-financial assets that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance.
ASC 820 establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value:
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Level 1: quoted prices in active markets for identical assets or liabilities; |
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Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or |
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Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. |
The following section describes the valuation methodologies used by the Plan to measure different financial assets at fair value.
Mutual Funds
Common Collective Trust Funds
Self-Directed Brokerage Accounts
Common Stock
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the Plan’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024. There are currently no redemption restrictions on these investments.
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December 31, 2025 |
December 31, 2024 |
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Fair Value Measurements |
Fair Value Measurements |
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Using Input Type |
Using Input Type |
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Level 1 |
Level 2 |
Total |
Level 1 |
Level 2 |
Total |
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Mutual funds |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
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Ethan Allen common stock |
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Self-directed brokerage account |
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Total investments measured at fair value |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
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Common collective trust funds measured at net asset value (a) |
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Total investments, at fair value |
$ | $ | ||||||||||||||||||||||
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(a) |
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The Plan’s valuation techniques used to measure the fair values of mutual funds, common stock and self-directed brokerage accounts that were classified as Level 1 in the table above were derived from quoted market prices as substantially all of these instruments have active markets. There were Level 2 or 3 investments as of December 31, 2025 and 2024. There have been no changes in valuation methodology as of December 31, 2025 and 2024.
The following table sets forth additional disclosures of the Plan’s investments whose fair value is estimated using net asset value per share (or its equivalent) as of December 31, 2025 and 2024:
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Fair Value |
Unfunded |
Redemption |
Redemption |
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Investment Type |
2025 |
2024 |
Commitment |
Frequency |
Notice Period |
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MFS MidCap Value Fund |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2005 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2010 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2015 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2020 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2025 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2030 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2035 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2040 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2045 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2050 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2055 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2060 - Trust |
$ | $ |
None |
Daily |
None |
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T Rowe Price Retirement 2065 - Trust |
$ | $ |
None |
Daily |
None |
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Winslow Large Cap Growth Fund |
$ | $ |
None |
Daily |
None |
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Putnam Stable Value Fund |
$ | $ |
None |
Daily |
None |
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(4) |
Related Party and Party-in-Interest Transactions |
As of December 31, 2025, the Plan held
Certain members of the Company’s management perform administrative and fiduciary duties for the Plan that qualify them as parties-in-interest and/or related parties of the Plan. Transactions between such members of the Company’s management and the Plan were routine in nature and conducted pursuant to the Plan’s provisions as of and during the year ended December 31, 2025. As described in Note 1, Empower Trust Company, LLC is the directed trustee of the Plan while Empower Retirement, LLC serves as the recordkeeper to maintain the individual accounts of each of the Plan’s participants.
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(5) |
Income Tax Status |
In 2016, the IRS published Revenue Procedure 2016-37, which stated that it was ending the remedial amendment cycle program, effective January 1, 2017, and that it would review only new or terminating individually designed plans going forward. Prior to 2017, individually designed retirement plans were generally required to renew IRS determinations of qualified status every five years (referred to as the remedial amendment cycle program). As a result of Revenue Procedures 2016-37, the Plan was not required to obtain a new IRS determination letter upon the expiration of the previously
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(6) |
Subsequent Event |
The Plan has evaluated subsequent events through June 26, 2026, the date the financial statements were issued.
THE ETHAN ALLEN
Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)
As of December 31, 2025
EIN #
Plan #
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(b) |
(c) |
(e) |
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Mutual Funds |
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American Beacon Small Cap Value Investor Fund |
shares |
$ | ||||||||||
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Carillon Eagle MidCap Growth Fund |
shares |
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Dodge & Cox International Stock Fund |
shares |
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Fidelity Advisor International Capital Appreciation Fund |
shares |
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Fidelity Total Bond Fund |
shares |
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Vanguard Equity Income Fund Admiral Shares |
shares |
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Vanguard Extended Market Index Fund |
shares |
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Vanguard Institutional Index Fund |
shares |
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Vanguard Total Bond Market Index |
shares |
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Vanguard Total International Stock Index Fund |
shares |
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Wasatch Core Growth Fund |
shares |
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| $ | ||||||||||||
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Common Stock |
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Common Stock, |
$ | ||||||||||
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Self-Directed Brokerage Fund |
Various, including registered investment companies, common stock, money market funds and cash |
$ | ||||||||||
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Common Collective Trusts |
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MFS MidCap Value Fund |
shares |
$ | ||||||||||
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T Rowe Price Retirement 2005 - Trust |
shares |
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T Rowe Price Retirement 2010 - Trust |
shares |
|||||||||||
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T Rowe Price Retirement 2015 - Trust |
shares |
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T Rowe Price Retirement 2020 - Trust |
shares |
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T Rowe Price Retirement 2025 - Trust |
shares |
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T Rowe Price Retirement 2030 - Trust |
shares |
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T Rowe Price Retirement 2035 - Trust |
shares |
|||||||||||
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T Rowe Price Retirement 2040 - Trust |
shares |
|||||||||||
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T Rowe Price Retirement 2045 - Trust |
shares |
|||||||||||
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T Rowe Price Retirement 2050 - Trust |
shares |
|||||||||||
|
T Rowe Price Retirement 2055 - Trust |
shares |
|||||||||||
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T Rowe Price Retirement 2060 - Trust |
shares |
|||||||||||
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T Rowe Price Retirement 2065 - Trust |
shares |
|||||||||||
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Winslow Large Cap Growth Fund |
shares |
|||||||||||
|
Putnam Stable Value Fund |
shares |
|||||||||||
| $ | ||||||||||||
|
Total Investments |
$ | |||||||||||
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Participant Loans |
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Notes Receivable from Participants |
Participant Loans (various interest rates ranging between |
$ | ||||||||||
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Column (d) for cost has been omitted as all investments are participant directed. |
||||||||||||
| * |
Indicates a party-in-interest to the Plan |
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See Report of Independent Registered Public Accounting Firm.
EXHIBIT INDEX
The following documents are filed as exhibits to this report:
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Exhibit Number |
Exhibit Description |
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23.1 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the persons who administer the employee benefit plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE ETHAN ALLEN RETIREMENT SAVINGS PLAN |
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| Date: June 26, 2026 |
By: |
/s/ Matthew J. McNulty |
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Matthew J. McNulty |
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Senior Vice President, Chief Financial Officer and Treasurer |
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