Form DEFA14A ETHAN ALLEN INTERIORS

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Preliminary Proxy Statement

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Confidential, for the use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under §240.14a-12

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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New leadership with a firm announcement deadline. Independent directors are leading the search with a nationally recognized firm. The next CEO will be announced by June 30, 2027 and will join the Board. The CEO and Chair roles will be separate. The Board is also evaluating potential director additions with expertise in cybersecurity, AI, supply chain or vertical integration.

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A handover with a clear end point. After the CEO transition, Mr. Kathwari will serve as a non-executive director to support the handover until the 2027 Annual Meeting, when he will leave the Board.

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A profitable business with resources to invest. Ethan Allen generated $52.5 million in operating cash flow in fiscal 2026 and ended that year with no debt. The Board’s focus is to use that financial strength to drive growth and returns.

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Growth investments must deliver stronger results. Online designer appointments, live chat and 3D room planner already connect digital discovery with personalized design services. Marketing spending rose 10% in fiscal 2026, with a further 15% increase projected for fiscal 2027. The Board is focusing on turning these investments and the Company’s manufacturing and delivery capabilities into stronger sales and profits.

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All five nominees contribute to the decisions ahead. David Sable brings independent leadership and customer strategy expertise to CEO selection and growth priorities; Cynthia Ekberg Tsai, technology judgment to digital investment; Maria Eugenia Casar, financial discipline to capital allocation; Tara I. Stacom, real-estate judgment to design-center returns; and Farooq Kathwari, operating knowledge to the handover. Retaining all five preserves these complementary perspectives through the transition.

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Two CEO handovers during a complete Board reset. DGB proposes replacing every director, installing an interim CEO and then selecting a permanent CEO. In the Board’s judgment, that sequence risks delaying investment decisions and disrupting coordination across manufacturing, design, retail and delivery.

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The interim candidate’s experience leaves an important gap. Stefanie Tsen Ward’s disclosed background includes neither public company CEO experience nor manufacturing leadership. Those capabilities matter in Ethan Allen’s vertically integrated operating model. The Board opposes adding an interim appointment to the permanent CEO transition.

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Unclear authority and accountability. DGB says Ms. Ward would work in “close partnership” with Mr. Bergeron. Shareholders deserve clarity about his operating authority, who would approve growth investments and who would be accountable for results.

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Projections require a clear investment case. DGB has published projections and a transition framework, including a first 100-day plan to validate key assumptions. Before giving DGB control, shareholders should require clarity on annual cash investment, working capital needs, expected returns and the consequences if growth falls short.

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Financial oversight deserves scrutiny. During Mr. Bergeron’s tenure as CEO, VeriFone restated three quarters of fiscal 2007 results and settled a Securities and Exchange (“SEC”) action concerning financial reporting and internal controls. The SEC alleged that operating income was overstated by 129%; VeriFone settled without admitting or denying the allegations. The Board believes that record warrants scrutiny of the financial assumptions he asks Ethan Allen shareholders to trust.

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Shareholders bore the consequences. VeriFone’s share price fell 46% in one day after the company announced that its financial results required restatement. Related shareholder litigation resulted in a $95 million settlement¹, funded by VeriFone and its insurers and approved by the court in 2014. VeriFone acknowledged the accounting errors but denied the lawsuit’s allegations of securities fraud and related wrongdoing². Shareholders deserve an explanation of costly securities litigation during Mr. Bergeron’s leadership.

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Mr. Bergeron’s value-creation record warrants scrutiny. ISS’s 2013 review of VeriFone identified negative one-year and five-year shareholder returns through fiscal 2012, lagging its industry group and the broader market, and a pay-for-performance disconnect. Shareholders should weigh that record when evaluating DGB’s projected returns.

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U.S. sanctions compliance also deserves scrutiny. For the quarter ended January 31, 2013, when Mr. Bergeron was CEO, VeriFone disclosed that employees of non-U.S. subsidiaries provided unauthorized technical support to a distributor for terminal resales to banks subject to U.S. sanctions³. Verifone said employees circumvented its compliance measures. Shareholders deserve an explanation of his oversight.