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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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ETHAN ALLEN INTERIORS INC (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
DOUGLAS G. BERGERON DGB INVESTMENT, INC., 7522 Glenwild Dr. Park City, UT, 84098 408-232-7801 ANDREW FREEDMAN, ESQ. OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/06/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
DGB Investment, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,050,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Douglas Bergeron Qualified Personal Residence Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
90,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Bergeron Nieces and Nephews Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
135,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Douglas G. Bergeron | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,275,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Jennifer M. Harrison | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
ETHAN ALLEN INTERIORS INC |
| (c) | Address of Issuer's Principal Executive Offices:
25 LAKE AVENUE EXT., DANBURY,
CONNECTICUT
, 06811. |
| Item 2. | Identity and Background |
| (a) | Item 2(a) is hereby amended to add the following:
According to the voting results from the 2026 annual meeting of stockholders of the Issuer held on November 4, 2026 (the "2026 Annual Meeting"), as described in Item 4 below, DGB Investment's director nominees, Doug Bergeron, Kristine E. Miller and Steve Oblak, were elected to the Board of Directors of the Issuer (the "Board"). Accordingly, the Amended and Restated Group Agreement (as defined in Amendment No. 1 to the Schedule 13D) has been terminated and each of Anna Brockway, Kristine E. Miller, Steve Oblak, and Stefanie Tsen Ward is no longer a member of the Schedule 13(d) group.
The Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
According to the final vote tabulation delivered to the Issuer by the independent inspector of election on November 6, 2026 in connection with the matters that were submitted to a vote at the 2026 Annual Meeting, Mr. Bergeron, Kristine E. Miller and Steve Oblak were elected to the Issuer's board of directors by the Issuer's stockholders.
In connection with the certification of the voting results of the 2026 Annual Meeting, the Amended and Restated Group Agreement (as defined in Amendment No. 1 to the Schedule 13D) has been terminated and each of Anna Brockway, Kristine E. Miller, Steve Oblak, and Stefanie Tsen Ward are no longer members of the Schedule 13(d) group. The Reporting Persons will continue filing statements on Schedule 13D as a group with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of such Reporting Persons is party to the Joint Filing Agreement defined and described in Item 6 below. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares reported beneficially owned by the Reporting Persons is based upon 25,204,416 Shares outstanding as of September 11, 2026, which is the total number of Shares outstanding as reported in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 24, 2026.
A. DGB Investment
As of the date hereof, DGB Investment beneficially owned 1,050,000 Shares.
Percentage: Approximately 4.2%
B. Residence Trust
As of the date hereof, Residence Trust beneficially owned 90,000 Shares.
Percentage: Approximately 0.4%
C. Nieces and Nephews Trust
As of the date hereof, Nieces and Nephews Trust beneficially owned 135,000 Shares.
Percentage: Approximately 0.5%
D. Mr. Bergeron
Mr. Bergeron, as President and sole stockholder of DGB Investment, may be deemed to beneficially own the 1,050,000 shares directly beneficially owned by DGB Investment. As trust advisor for each of the Residence Trust and the Nieces and Nephews Trust, Mr. Bergeron has sole voting and dispositive power over the Shares held in the Residence Trust and the Nieces and Nephews Trust and thus may be deemed to beneficially own the 90,000 Shares directly beneficially owned by the Residence Trust and the 135,000 Shares directly beneficially owned by the Nieces and Nephews Trust.
Percentage: Approximately 5.1%
E. Ms. Harrison
As of the date hereof, Ms. Harrison beneficially owned 25,000 Shares.
Percentage: Approximately 0.1%
Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 1,300,000 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 5.2% of the Shares outstanding. Each Reporting Person disclaims beneficial ownership of the Shares that he, she or it does not directly own. |
| (c) | Item 5(c) is hereby amended and restated as follows:
There have been no transactions in the Shares of the Issuer by the Reporting Persons in the past sixty days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
In connection with the certification of the voting results of the 2026 Annual Meeting, the Amended and Restated Group Agreement and the Indemnification Agreements have been terminated.
On November 6, 2026, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
99.1 - Joint Filing Agreement, dated November 9, 2026. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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