Month: September 2026

Strong Preliminary Support with Approximately 88% of Votes Cast to Date on the Transaction in Favor of the Merger with Thramann Holdings

Procedural Adjournment Provides Additional Time to Vote; Meeting to Reconvene October 7, 2026, at 11:30 a.m. Eastern Time

Auddia Urges Stockholders Who Have Not Voted to Vote FOR Transaction with Thramann Holdings Today

BOULDER, Colo., Sept. 24, 2026 (GLOBE NEWSWIRE) — Auddia Inc. (NASDAQ: AUUD) (“Auddia” or the “Company”), an AI-first technology company pursuing a merger that, if completed, would form McCarthy Finney, an AI-native operating company, today announced that its Special Meeting of Stockholders (the “Special Meeting”) originally scheduled for Wednesday, September 23, 2026, was convened and immediately adjourned to October 7, 2026, at 11:30 a.m. Eastern Time. The adjournment is a procedural step intended to provide additional time for stockholders who have not yet voted to submit their proxies. It is not the result of opposition to the merger and does not alter the Board’s support for the transaction. The adjourned meeting will continue to be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/AUUD2026SM.

The Company issued the following statement:

Approximately 88% of Auddia shares casting votes to date on the merger proposal have been in favor of the merger with Thramann Holdings, a level of support that demonstrates strong momentum behind the transaction. The transaction, however, can only be completed once a majority of all outstanding Auddia shares have been voted for the merger proposal. The Company currently remains short of this threshold because not enough stockholders have voted yet, not because stockholders are voting against the proposed merger. Voting activity has increased recently, reinforcing the Company’s expectation that continued outreach and additional stockholder participation will drive further progress toward reaching the required threshold before the adjourned meeting.

The Board of Directors remains firmly confident that the merger with Thramann Holdings represents the best path to long term shareholder value and believes the strong preliminary support from voters validates the strategic rationale for the combination. While the solicitation continues during this procedural adjournment, Auddia continues to execute operationally across both Auddia and the Thramann Holdings entities, particularly with respect to LT350, which is gaining increasing recognition as a compelling solution to the community resistance being faced by large datacenter deployments.

“We are encouraged that approximately 88% of the shares voted to date on the merger are in support of the transaction, demonstrating overwhelming support for the proposal,” said Jeff Thramann, Chief Executive Officer of Auddia. “With voting activity ongoing, we are confident that continued stockholder participation can move us closer to the required threshold. We continue to believe the combination with Thramann Holdings offers the most compelling path to building long term value for Auddia stockholders.”

We urge stockholders to submit their votes as soon as possible in order to realize the benefits of the transaction and protect the value of their investment.

VOTE TODAY

Stockholders of record as of the close of business on August 3, 2026, are entitled to vote at the Special Meeting. If you have already submitted your proxy, your vote remains valid and there is nothing further you need to do.

Vote today by proxy card, online or by phone.

If you have any questions, need assistance, or would like to vote by phone or email, please contact Auddia’s proxy solicitation firm, Campaign Management, toll-free at 1-844-400-3680 or via email at info@campaign-mgmt.com.Their team is available to help you vote your shares quickly and easily.

About the Merger to form McCarthy Finney (MCFN)

Auddia entered into a definitive merger agreement with Thramann Holdings, LLC on February 17, 2026. If completed, the transaction would combine Auddia with three early-stage, AI-native operating companies wholly owned by Thramann Holdings: LT350, Influence Healthcare, and Voyex. The combined company would be renamed McCarthy Finney Inc. and is expected to trade under the ticker MCFN, subject to applicable approvals and listing requirements. McCarthy Finney would operate as an AI holding company supporting LT350, Influence Healthcare, Voyex, and Auddia with AI and Web3 capabilities.

• LT350 is a distributed AI datacenter company with 14 issued patents and 3 pending patent applications covering its proprietary solar parking lot canopy infrastructure platform. The platform integrates modular battery storage and GPU cartridges into the canopy ceiling to convert the airspace of underutilized parking areas into distributed AI datacenters. LT350 aims to build a secure, low latency, cost effective, and rapidly deployable edge network while supporting local power infrastructure resilience.
• Influence Healthcare is a healthtech company leveraging AI, blockchain, and vertical integration to empower surgeons to drive adoption of value based care (VBC) to the surgical specialties. The Company’s mission is to leverage technology and value based enterprises (VBEs) to build an alternative healthcare system that minimizes the corporate practice of medicine, eliminates administrative waste, and enhances the autonomy and pay of health care providers to empower them to improve quality and return the patient physician relationship to the center of medicine.
• Voyex is a travel services platform that leverages agentic AI, an integrated fintech platform, and utilization of charter and private jet aircraft to significantly improve the travel experience. The Company aims to alleviate the leading pain points for travelers of lengthy flight delays and cancellations.

About Auddia Inc.

Auddia, through its proprietary AI platform for audio identification and classification, is reinventing not only how consumers engage with AM/FM radio, podcasts, and other audio content but also how artists and labels promote their music and gain access to mainstream radio audiences. Auddia’s Discovr Radio is the first music-promotion platform to deliver artists guaranteed exposure to radio listeners. Auddia’s flagship audio superapp, called faidr, delivers multiple industry firsts, including:

• Ad-free listening on any AM/FM radio station
• Content skipping across any AM/FM station
• One-touch skipping of entire podcast ad breaks
• Integrated artist discovery experiences

For more information, visit www.auddia.com.

Cautionary Note on Forward-Looking Statements

Certain statements in this communication, other than purely historical information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995, concerning Auddia, Thramann Holdings, and the proposed merger between Auddia and Thramann Holdings (the “Proposed Transaction”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to Auddia’s and Thramann Holdings’ management expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the structure, timing and completion of the proposed merger by and between Auddia and Thramann Holdings, and the expected effects, perceived benefits or opportunities of the Proposed Transaction; the combined company’s listing on Nasdaq after the closing of the Proposed Transaction; expectations regarding the structure, timing and completion of the financing needed to close the Proposed Transaction, including investment amounts from investors, timing of closing of the Proposed Transaction, expected proceed, expectations regarding the use of proceeds, and impact on ownership structure; the anticipated timing of the closing; the expected executive officers and directors of the combined company; each company’s and the combined company’s expected cash position at the closing and cash runway of the combined company following the proposed merger and any additional financing; the future operations of the combined company, including research and development activities; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any products and services of the combined company; the cash balance of the combined entity at closing; expectations related to the anticipated timing of the closing of the Proposed Transaction (the “Closing”); the expectations regarding the ownership structure of the combined company; the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “MCFN” after the Closing; and other statements that are not historical fact.

All statements other than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,” “potential,” “milestones,” “pipeline,” “can,” “goal,” “strategy,” “target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance that future developments affecting Auddia, Thramann Holdings, or the Proposed Transaction will be those that have been anticipated.

These forward-looking statements involve a number of risks and uncertainties, some of which are beyond Auddia’s or Thramann Holdings’ control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the Closing or consummation of the Proposed Transaction are not satisfied, including the failure to timely obtain approval of the proposed merger from Auddia’s stockholders the risk that the required financing is not obtained in a timely manner, if at all; uncertainties as to the timing of the consummation of the Proposed Transaction; risks related to Auddia’s continued listing on Nasdaq until closing of the Proposed Transaction and the combined company’s ability to remain listed following the Closing; uncertainties regarding the impact any delay in the Closing would have on the anticipated cash resources of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the merger on Auddia’s or Thramann Holdings’ business relationships, operating results and business generally; costs related to the merger; the risk that as a result of adjustments to the exchange ratio, Auddia’s or Thramann Holdings’ stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of Auddia’s common stock relative to the value suggested by the exchange ratio; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance the development of its products and services; costs of the Proposed Transaction and unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions or changes to business relationships, operating results, and business generally, resulting from the announcement or completion of the Proposed Transaction.

Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors” in Auddia’s Annual Report on Form 10-K for the year ended December 31, 2025, which was originally filed with the SEC on March 6, 2026, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and in other filings that Auddia makes and will make with the SEC in connection with the Proposed Transaction, including the Form S-4 and Proxy Statement described below, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by Auddia from time to time. Should one or more of these risks or uncertainties materialize, or should any of Auddia’s or Thramann Holdings’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Auddia nor Thramann Holdings undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as required by law. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Auddia or Thramann Holdings.

No Offer or Solicitation

This communication and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.

Important Additional Information about the Proposed Transaction Will be Filed with the SEC

This communication relates to the proposed merger involving Auddia and Thramann Holdings and may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed Transaction, Auddia intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Auddia may file with the SEC and/or send to Auddia’s stockholders in connection with the proposed merger. AUDDIA URGES, BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS TO READ THE FORM S-4, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AUDDIA, THRAMANN HOLDINGS, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Auddia with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed by Auddia with the SEC will also be available free of charge on Auddia’s website at www.auddia.com or by contacting Auddia Investor Relations at investors.auddiainc.com/contact. In addition, investors and stockholders should note that Auddia communicates with investors and the public through its investor-relations website at investors.auddiainc.com.

Participants in the Solicitation

Auddia, Thramann Holdings, and their respective directors and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from Auddia’s stockholders in connection with the proposed transaction under the rules of the SEC. Information about Auddia’s directors and executive officers, including a description of their interests in Auddia, is included in Auddia’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including about the directors and executive officers of Thramann Holdings, and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
www.pcgadvisory.com

ANN ARBOR, Mich., Sept. 24, 2026 (GLOBE NEWSWIRE) — Kraig Biocraft Laboratories, Inc. (OTCQB: KBLB) (“the Company”, “Kraig Labs”, or “Kraig’s”), a world leader in spider silk technology*, today announced a major milestone for Project Atlas, the Company’s most ambitious genetic engineering initiative to date. The Company has successfully integrated every planned Project Atlas transgene into living commercial silkworm hosts. This milestone completes the foundational Atlas Gene Library for construction of numerous unique recombinant spider silks.

This milestone represents a major breakthrough for the Company’s molecular biology research, genetic engineering, and development. With the Atlas Gene Library now assembled, the Company has entered the next stage of the program focused on developing stable homozygous breeding lines for each Atlas transgene. Project Atlas was designed for specific enhanced properties in strength, toughness, and flexibility that go far beyond the Company’s current production line of recombinant spider silk.

Establishing homozygous Atlas lines will provide the foundation for the systematic creation and evaluation of more than 200 potential genetic pairing configurations, potentially resulting in more than 200 distinct exotic fibers.

These combinations will allow researchers to systematically study how individual Atlas technologies perform together and identify the most promising configurations for future development. With more than 200 unique gene combinations, the Company will have an extensive palette of design configurations from which to engineer exotic fibers with novel and cutting-edge material properties. The objective of Project Atlas is the creation of next-generation recombinant silkworm strains with advanced properties, incorporating the complete suite of Atlas genetics.

“Completing the Atlas Gene Library is a defining milestone for Project Atlas,” said Dr. Xiaoli Zhang, Chief Scientist of Kraig Labs. “Every planned Atlas transgene has now been established in commercial silkworm hosts, giving us the complete set of genetic building blocks we envisioned when Project Atlas began. Our focus now shifts toward developing homozygous breeding lines and systematic evaluation of the more than 200 possible genetic configurations this library enables. Each step builds upon the last, bringing us closer to understanding the full potential of these technologies.”

Project Atlas is a comprehensive genetic engineering initiative capable of combining multiple advanced genetic technologies. It goes far beyond conventional transgenic development efforts that typically focus on individual genetic improvements. The Atlas Gene Library provides the foundation for evaluating how these individual technologies can be assembled into increasingly sophisticated multi-gene recombinant silkworm strains.

The Company believes Project Atlas represents one of the most ambitious genetic engineering initiatives ever undertaken anywhere. Through its Gene Library, Atlas offers more than 200 possible genetic configurations and its ultimate objective: combining the full suite of genes into a single production strain, with unprecedented and targeted material performance characteristics.

As homozygous Atlas lines are established, Kraig Labs will begin systematically creating and evaluating these genetic combinations. This deliberate approach is expected to provide critical insight into how multiple advanced genetic technologies interact and perform together. The knowledge gained through this work will guide the development of future recombinant spider silk technologies and identify the highest-value combinations for future commercial applications.

Project Atlas continues to advance alongside the Company’s expanding commercial spider silk production operations. While Kraig Labs executes its aggressive production scale-up strategy, its research and development team continues building the next generation of recombinant spider silk technologies. By advancing commercialization and innovation in parallel, the Company is building both the manufacturing capacity and scientific foundation needed to support long-term growth.

Completion of the Atlas Gene Library marks the beginning of the next phase of Project Atlas. As additional homozygous lines are established and new genetic combinations are evaluated, the Company expects Project Atlas to continue expanding the performance, versatility, and commercial potential of recombinant spider silk.

Kraig Labs believes the successful completion of the Atlas Gene Library further strengthens its leadership position in advanced biomaterials and genetic engineering, creating a foundation for continued innovation and future commercial opportunities.

The Company’s leadership in biomaterials was recently spotlighted on the cover of the March 2026 issue of National Geographic, highlighting the growing importance and predominance of our work in scaling spider silk production.

Interested persons can order a copy of National Geographic featuring Kraig Labs at https://ngsingleissues.nationalgeographic.com/natgeo-march-2026.

You can purchase a digital copy of the article directly from National Geographic at https://www.nationalgeographic.com/science/article/spider-silk-silkworm-genetic-engineering

For the latest updates on Kraig Labs and its pioneering spider silk technologies, visit www.kraiglabs.com.

For details about recent Kraig Labs advancements, please watch the Company’s investor updates at www.kraiglabs.com/videos or on the Company’s YouTube Channel https://www.youtube.com/@kraigbiocraftlaboratories2270.

To view the most recent news from Kraig Labs and/or to sign up for Company alerts, please go to www.KraigLabs.com/news   

* For a description of our historical leadership in this technology, please follow this link https://www.kraiglabs.com/world-leader/

Kraig Labs Technology is built on a scientifically engineered silkworm, which incorporates key spider silk proteins to produce recombinant spider silk.

About Kraig Biocraft Laboratories, Inc.

Kraig Biocraft Laboratories, Inc. (www.KraigLabs.com), a reporting biotechnology company is the leading developer of genetically engineered spider silk-based fiber technologies.

The Company has achieved a series of scientific breakthroughs in the area of spider silk technology with implications for the global textile industry.

Cautionary Statement Regarding Forward Looking Information

Statements in this press release about the Company’s future and expectations other than historical facts are “forward-looking statements.” These statements are made on the basis of management’s current views and assumptions. As a result, there can be no assurance that management’s expectations will necessarily come to pass. These forward-looking statements generally can be identified by phrases such as “believes,” “plans,” “expects,” “anticipates,” “foresees,” “estimated,” “hopes,” “if,” “develops,” “researching,” “research,” “pilot,” “potential,” “could” or other words or phrases of similar import. Forward looking statements include descriptions of the Company’s business strategy, outlook, objectives, plans, intentions and goals. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security.

Ben Hansel, Hansel Capital, Inc.

(720) 288-8495

ir@KraigLabs.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/282548de-075b-4efb-a9ae-64759bf97c83

Urges Shareholders to Vote ‘FOR’ Ethan Allen’s Five Highly Qualified Director Nominees on the BLUE Proxy Card

Ethan Allen’s Board Has Overseen a 49.1% Five-Year Return While the Peer Median Lost 42.7%, and Has Returned $768 Million in Dividends to Shareholders

Ethan Allen’s Board Has Built a Debt-Free, Vertically Integrated Business That Has Sustained Gross Margins Above 59% for Five Straight Years and Averaged Operating Margins More Than Double Its Peers’

Ethan Allen’s Board Has Completed the Company’s Repositioning and Is Driving a Growth Plan That Is Already Delivering Record Close Rates and Higher Order Values

Ethan Allen’s Board Is Leading an Orderly CEO Transition, While DGB Would Hand Control to a Slate with No Operating Plan, No CEO, and No Inside Knowledge of the Business

Visit www.VoteEthanAllen.com for More Information

DANBURY, CT, Sept. 24, 2026 (GLOBE NEWSWIRE) — Ethan Allen Interiors Inc. (“Ethan Allen” or the “Company”) (NYSE: ETD), a leading interior design company, manufacturer and retailer in the home furnishings marketplace, today announced the filing of its definitive proxy statement with the U.S. Securities and Exchange Commission in connection with the Company’s Annual Meeting of Stockholders (“Annual Meeting”), scheduled to be held at 11:00 A.M. Eastern Time on November 4, 2026. Shareholders of record as of the close of business on September 11, 2026, are entitled to vote at the Annual Meeting.

In conjunction with the filing and related mailing of proxy materials, the Company’s Board of Directors (the “Board”) is sending shareholders the letter below, highlighting the following key points:

• Ethan Allen’s vertically integrated, designer-led business model reflects a deliberate strategic plan that has produced a consolidated gross margin above 59% for five consecutive fiscal years, a debt-free balance sheet, and $768 million in cash dividends paid to shareholders since going public. The Company has delivered a five-year total shareholder return (“TSR”) of 49.1% through September 21, 2026, and 45.2% through August 4, 2026, the last trading day before DGB publicly announced its director nominations, outperforming 10 of the 11 companies in the fiscal 2026 peer group disclosed in the Company’s 2026 proxy statement with complete five-year trading data.¹ Its operating margin over the past five years has averaged 12.8%, more than double its Proxy peer group average, indicative of a profitable, disciplined business model.
• Leveraging its strong operating margins and profitability, the Company has undertaken a significant repositioning to strengthen its platform for long-term sustainable growth. Ethan Allen has invested in product visualization and room planning technology designed to enhance the client experience and support a more efficient retail footprint. As part of this transition, the Company refreshed and right-sized over 100 design centers and sold additional floor samples, which affected manufacturing productivity and margins during the transition. With this repositioning now substantially complete, Ethan Allen is focused on translating its designer-led, vertically integrated platform into long-term, profitable growth and shareholder value while maintaining margin and balance-sheet discipline.
• Ethan Allen’s recent and planned increases in marketing spend, including paid search and paid social, are designed to strengthen brand awareness and connect online engagement with in-person design services.
• The Board is advancing its ongoing formal CEO succession process led by the Board’s Corporate Governance, Nominations and Sustainability Committee (the “Committee”), which is comprised of every independent director. The Committee has engaged a nationally recognized executive search firm to identify and evaluate internal and external candidates. The Board has committed to publicly announcing Ethan Allen’s next CEO no later than June 30, 2027, the date on which Mr. Kathwari’s current contract is scheduled to end.
• DGB Investment, a 5.2% shareholder, is seeking to take control of the Company by replacing the entire Board and the CEO without a detailed operating plan. DGB’s nominees have not demonstrated experience overseeing the full complexity of a vertically integrated, designer-led manufacturer-retailer model, which presents a significant risk to the ongoing business.
• It is critical that Ethan Allen shareholders vote “FOR” the Company’s five highly qualified director nominees and vote “WITHHOLD” on DGB’s nominees on the BLUE proxy card.
• The Company launched VoteEthanAllen.com to provide shareholders with additional information about Ethan Allen’s history of and commitment to driving shareholder value, as well as instructions for how to vote at the 2026 Annual Meeting.

The full text of the letter being mailed to shareholders follows:

September 24, 2026

Dear Fellow Shareholders,

The future direction and control of Ethan Allen is in your hands. This letter details why we believe the choice is clear and you should vote “FOR” all five of Ethan Allen’s director nominees – M. Farooq Kathwari, David M. Sable, Tara I. Stacom, Maria Eugenia Casar and Cynthia Ekberg Tsai – and vote “WITHHOLD” on DGB’s nominees on the BLUE proxy card.

Your Board of Directors is singularly focused on enhancing the value of your investment in Ethan Allen and acting in the best interests of all shareholders. Your Board and Management team have strategically repositioned the Company and created a platform for long-term sustainable growth, while maintaining profitability, and responsibly returning capital to shareholders.

Ethan Allen is:

• Executing its designer-led strategy,
• Investing in long-term sustainable growth,
• Generating positive cash flow,
• Returning capital to shareholders,
• Scaling its marketing and digital capabilities and product offerings,
• Expanding its global retail footprint, and
• Preparing for its next chapter of profitable growth.

While the Company is investing in and strengthening key areas of its vertically integrated enterprise, the Board is focused on specific actions to maintain profitability, unlock growth, accelerate digital execution, reinforce capital allocation discipline and continue to strengthen Board accountability.

At the upcoming Annual Meeting on November 4, 2026, you will decide who leads Ethan Allen into its next chapter. DGB Investment Inc. (“DGB”), a 5.2% shareholder, is seeking to replace your CEO and take full control of your Board. DGB has not, however, provided a detailed operating plan for how it would “triple shareholder value over the next three years” while facing the same macroeconomic challenges every company in our industry is navigating today.

DGB’s founder has publicly conceded the strength of the very business he seeks to control. In an August 7, 2026, televised interview, he said that Ethan Allen’s business is fundamentally very strong, that our products are great, and that our domestic manufacturing is a significant advantage in a tariff environment. We agree.

That advantage was not an accident. Years ago, while much of the furniture industry was moving production offshore, we made the strategic decision to go the other way and invest in onshore manufacturing. Executing on that required us to build an integrated manufacturing system that today enables us to offer customers an amazing range of customization options and deliver craftsman-quality product faster than competitors who depend on lower-quality imports. The very strength DGB’s founder is praising today is the direct result of a strategy we committed to while others were still chasing lower costs overseas.

Your Board is committed to engaging directly with shareholders throughout this process and welcomes your perspectives on the Company’s strategy, digital execution, capital allocation, succession planning and accountability.

We believe DGB’s public statements mischaracterize the Board’s oversight and succession planning. Shareholders should evaluate our directors on their qualifications, the decisions they have made and the work underway to advance Ethan Allen’s next phase of growth. The following sections explain our strategy, the Board’s oversight and the ongoing preparations for an orderly leadership transition. Rather than engage with rhetoric about individual directors’ motives, we will focus on the facts relevant to shareholders: the Company’s performance, the actions underway, the Board’s oversight and the consequences of replacing every director.

We urge you to vote “FOR” all five of Ethan Allen’s highly qualified director nominees: M. Farooq Kathwari, David M. Sable, Tara I. Stacom, Maria Eugenia Casar and Cynthia Ekberg Tsai – on the BLUE proxy card, for the following reasons:

Reason 1: A Designer-Led Business Model, Managed with Financial Discipline

Many furniture companies offer customization or premium positioning, but few pair that with:

• An employed design workforce,
• Owned North American manufacturing, and
• A white-glove logistics network operating as one integrated system.

Ethan Allen built this system deliberately over decades to support a differentiated strategy centered on customization, quality, personal service and coordinated whole-room solutions. Today, the platform includes more than 500 interior design professionals, owned North American manufacturing facilities and a proprietary white-glove logistics network.

Revenue is below its 2006 peak, and restoring profitable growth is our priority. The recent declines also require context. Lower U.S. State Department revenue accounted for 33% of the decline in fiscal 2025 and 55% in fiscal 2026. In fiscal 2026, lower sales to China and dealers accounted for another 5% and 6%, respectively. Together, these three areas accounted for approximately two-thirds of the fiscal 2026 decline and involve revenue streams that are not directly comparable with those of most companies in DGB’s peer analysis. Since 2006 we repositioned and transformed our manufacturing into a custom made-to-order model that increased manufacturing capacity and allowed us to consolidate our logistics from ten national distribution centers in 2006 to three as of June 30, 2026. We added technology to our retail design centers that has enabled the reduction of the average size of our design centers from over 20,000 square feet in 2006 to 13,700 square feet today. Manufacturing approximately 75% of our custom furniture in North America gives us greater control over quality, production and lead times. We currently have no manufacturing capacity constraints and can grow our business without adding manufacturing facilities. Our priority is to use this platform to maintain profitability, and unlock growth while protecting quality, gross margins, and balance-sheet strength.

Ethan Allen’s vertically integrated business model has supported consolidated gross margin above 59% for five consecutive fiscal years. Operating margin over the past five years has averaged 12.8%, more than double its Proxy peer group average, indicative of a profitable, disciplined business model. We maintain a debt-free balance sheet and have returned $768 million in cash dividends to shareholders since our 1993 IPO and reported a five-year total shareholder return of 49.1% through September 21, 2026, including reinvested dividends.

DGB’s peer comparison uses arithmetic averages that are heavily influenced by a small number of extreme performers. Using the median methodology reflected in ISS reports and Ethan Allen’s fiscal 2026 proxy peer group, Ethan Allen delivered five-year TSR of 49.1%, compared with the peer median of (42.7)%, and ten-year TSR of 30.3%, compared with the peer median of 20.6%, through September 21, 2026. For the ten-year comparison, Arhaus, Lovesac and Purple Innovation are treated as not applicable because they lack complete comparable trading histories for their current operating companies. DGB’s separate market-capitalization and enterprise-value snapshots also exclude the $768 million of cash dividends Ethan Allen has returned since its IPO and therefore do not measure the total return received by shareholders.

Given the meaningful differences in business models, customer bases and distribution strategies across the furniture industry, the Company also considers a focused group of direct home furnishings retail peers: Havertys (HVT), Arhaus (ARHS), RH, La-Z-Boy (LZB) and Bassett Furniture Industries (BSET). This group offers the most relevant benchmark for evaluating ETD’s performance; against four of those companies in this group with complete five-year trading histories, Ethan Allen delivered a five-year TSR of 45.2% through August 4, 2026 and 49.1% through September 21, 2026, outperforming each company at both measurement dates.

As of September 21, Ethan Allen’s TSR exceeded the subset median of 5.3% by 43.8 percentage points.²

Over the past decade, a significant number of furniture and home goods businesses have closed, restructured or sought bankruptcy protection. Luxury retailers have also faced financial distress, including Neiman Marcus, which filed for Chapter 11 in 2020.³ Over the past five years, Ethan Allen has remained profitable and debt-free. Our cash and investments balance grew by an average of 12.4% per year, and total liquidity was $309 million as of June 30, 2026.

Fiscal 2026 consolidated gross margin was 61.2%, compared with 60.5% in fiscal 2025. We generated $45 million of operating income at a 7.8% operating margin and $52.5 million in operating cash flow, including $5.0 million in tariff refunds. At June 30, 2026, we held $187.5 million in cash and investments and had no outstanding debt. Our cash generation and financial flexibility support continued investment in our growth priorities throughout the leadership transition. Management remains focused on executing these initiatives while the Board conducts the CEO search and prepares for an orderly handover.

Digital is the front door to our designer-led model, helping clients discover the brand, explore products and connect with a designer. Our design centers then convert that interest through personalized service, customization and craftsmanship. Management observes that sales are three to five times higher when a customer interacts with an Ethan Allen designer. Our omnichannel strategy is designed to strengthen the client-designer relationship.

Reason 2: A Board Committed to Increasing Profitable Growth and Advancing Digital Execution

Our plan is organized around four priorities: expanding qualified customer acquisition; increasing designer and design-center productivity; accelerating relevant product introductions and customization; and maintaining operating discipline.

DGB cites issues raised during the 2015 proxy contest as if Ethan Allen had stood still. Since then, the Company has:

• Repositioned its design-center network,
• Consolidated its logistics footprint,
• Expanded its product assortment,
• Deployed digital tools across the customer journey, and
• Maintained consolidated gross margin above 59% for five consecutive fiscal years.

The initiatives below are designed to convert those capabilities into renewed, profitable growth.

Our close ratio, calculated as traffic converted to customers, reached all-time highs in each of the past two years. An estimated 30% of client purchases followed a previous interaction with an Ethan Allen interior designer.

Your Board and management team have made meaningful investments in:

• Marketing,
• Product expansion,
• Digital tools, and our
• Design-center footprint to drive long-term value creation.

Customer metrics show progress:

• Average order value increased from $4,635 in fiscal 2023 to $5,353 in fiscal 2026, and
• Reported order value per design-center visit increased from $1,274 to $1,619 over the same period.

Our focus is to translate these improvements into sustained, profitable revenue growth. The actions underway include:

• Right-sizing and expanding design centers: Ethan Allen opened four new Company-operated design centers during fiscal 2025 and four more in fiscal 2026. Five more are planned for fiscal 2027, including Aventura and Naples, Florida, as well as Huntersville, North Carolina. Two to three new international locations are also planned. Each new Company-operated design center is expected to generate $3 million to $4 million in annual revenue at maturity, following an expected ramp period. We have also reduced our average design-center footprint while investing in technology that helps designers serve clients in less physical space. Our occupancy costs are lower by mid-single digits compared with 2019.
• Accelerating product development: The Company has nearly doubled its product assortment over the past five years, driven by substantial growth in Home Accents, Lighting, Outdoor, Area Rugs and expanded customization across Upholstery and Case Goods collections. This expansion gives clients greater choice through customization, rather than relying solely on adding stocked products. We can offer many variations from a single product while maintaining inventory discipline and operational efficiency.
• Accelerating home calls: Ethan Allen’s complimentary Interior Design Service helps cultivate deep customer relationships. Currently, each designer conducts approximately six in-home consultations per month, and the Company aims to increase that to up to 12 through additional training and education.
• Bolstering the Designer Trade Program: Ethan Allen is increasing marketing of its Trade Design Program, which provides designers, builders, architects, real estate agents and home staging professionals with access to commissions, product discounts and project support. The program currently accounts for under 5% of Ethan Allen’s consolidated net sales. The Company is working to add members and expand sales opportunities.
• Developing digital tools aligned with our designer-led model: Over more than a decade, Ethan Allen has invested in tools that support the client-designer relationship, including live chat and online booking of appointments with a designer, 3D floor planning and custom product visualization, augmented reality, Salesforce Service and Marketing Cloud, and the Salesfloor MyDesigner clienteling app. We are now connecting Data Cloud and Tableau with our customer relationship and point-of-sale systems to improve customer insights, and we are piloting Fastr Optimizer to better understand website journeys and appointment pathways. We measure digital execution across the full customer journey, not solely through direct website sales. Direct online sales are one component of a model in which digital tools also drive discovery, visualization, appointments, designer engagement and coordinated purchases across channels.
• Marketing to build traffic and drive growth: Ethan Allen’s marketing strategy reinforces the Company’s core brand values: quality, craftsmanship, personal service, technology and social responsibility. Marketing spend has grown by double digits in each of the past two fiscal years, including paid search and paid social to support customer acquisition and engagement. In fiscal 2027, we plan to expand brand partnerships and increase marketing spend by a projected $1.5 million, including enhancements to marketing materials and expanded mailer distribution. We also plan to hire additional training and development associates to help regional leaders and designers implement marketing best practices.

Investment levels should be evaluated together with execution and measurable outcomes, not by spending ratios alone. As the Company’s data capabilities develop, management intends to assess marketing and digital initiatives using measures such as qualified appointments, conversion, designer productivity, revenue mix and cash returns.

Management will continue advancing these initiatives throughout the succession process. The Board is seeking a CEO who can navigate a uniquely complex operational landscape, manage a vertically integrated, designer-led manufacturer-retailer model and accelerate digital execution, strengthen the omnichannel experience and improve supply-chain efficiency, building on Ethan Allen’s capabilities to drive profitable growth.

Reason 3: Disciplined Capital Allocation and Shareholder Returns

Our capital allocation reflects disciplined management. Ethan Allen has paid an annual dividend every year since 1996 and a special dividend every year since 2021, including a $0.25 special dividend declared on July 28, 2026, before the Company received DGB’s nomination notice on August 5, 2026. Our capital-return program is a long-standing practice.

Consistent with that multi-year pattern, we announced an additional $3.00 per share special dividend in August 2026, following a fiscal year in which we generated positive operating cash flow every quarter. While this distribution represents roughly 40% of our June 30, 2026 cash and investments balance, we expect to maintain approximately $85 million of cash and investments after the distribution. These funds will support continued capital improvements, including approximately $12 million to $14 million in capital expenditures during fiscal 2027.

Over the past decade we have returned more than $402 million in cash dividends to shareholders, including $46 million in fiscal 2026 and $50 million in fiscal 2025.

Our capital allocation framework prioritizes investment in sustainable growth, operating liquidity and the return of excess capital. The Board remains focused on applying that discipline while overseeing the leadership transition.

DGB judges investment principally by comparing spending levels with depreciation and peer ratios, without identifying a growth investment Ethan Allen was unable to pursue because of capital returns. Ethan Allen has no current manufacturing capacity constraints and can scale production without adding facilities. DGB’s plan likewise does not disclose the capital required for its proposed investments, the returns expected or the timing of those returns.

Reason 4: Independent Oversight and an Orderly Leadership Transition

Succession planning has been under active Board consideration for several years, predating DGB’s campaign, and remains a standing item on the Board’s agenda. Our independent directors also exercise oversight through executive sessions without management present. They held five such sessions in fiscal 2026, each chaired by the Lead Independent Director.

In the August 7 Bloomberg interview, Mr. Kathwari’s remarks concerned his age and ability to lead the business, not whether the Board had discussed succession.⁴

The Board’s ongoing CEO search is led by the Corporate Governance, Nominations and Sustainability Committee, which comprises all four independent directors. The Committee has engaged a nationally recognized executive search firm to evaluate internal and external candidates. The Board has committed to publicly announcing the next CEO no later than June 30, 2027, when Mr. Kathwari’s current contract is scheduled to end.

Mr. Kathwari continues to lead management and execute the Company’s strategic priorities while supporting the search and leadership transition. After June 30, 2027, he will remain a non-executive director until the 2027 annual meeting, when he will leave the Board. Our objective is to select the right leader and support an orderly handover while maintaining focus on the business.

DGB’s nominees are conducting a competing CEO search without the Board’s access to internal management assessments, nonpublic operating information or the Company’s existing succession work. Replacing every director would transfer control of both Ethan Allen and the CEO search to nominees who have not served as fiduciaries of the Company or conducted an inside review of its operations and leadership needs.

Reason 5: A Board Equipped to Execute Strategy and Protect Shareholder Value

The question before shareholders is which directors are best suited to oversee Ethan Allen’s strategy and execution. Our business combines owned North American manufacturing, an employed design workforce, Company-operated retail and a white-glove logistics network. Effective oversight requires experience across this integrated system, together with the digital, marketing and financial skills needed to restore growth.

Your Board’s experience overseeing Ethan Allen’s manufacturing, design workforce, retail network and logistics is directly relevant to selecting and overseeing the next CEO. We believe that knowledge, together with the qualifications below, provides an important foundation for assessing candidates against the Company’s leadership needs and supporting a successful transition.

Our nominees’ backgrounds map directly onto the pillars of our actual strategy:

• Designer-led selling and brand building. David Sable, our Lead Independent Director, was a founding partner and Chief Marketing Officer of Genesis Direct, Inc., a pioneer of digital omnichannel retailing, and then ran Wunderman, WPP’s digital customer-relationship-management unit, as Vice Chairman and Chief Operating Officer, and later served as Chairman and CEO of VMLY&R, one of the world’s largest marketing and digital agencies. He currently sits on the board of American Eagle Outfitters (NYSE: AEO), where he serves on the Audit, Compensation and Nominating Committees, giving our Board current exposure to another public retailer’s digital and omnichannel strategy. David Sable’s biography directly contradicts DGB’s claim that our directors lack digital and omnichannel retail expertise. He has also advised digital startups and fast-growing companies, providing direct exposure to emerging technology and customer-acquisition models.
• Vertical integration and global operations. Farooq Kathwari, our CEO, has led our vertically integrated manufacturing and retail enterprise for decades. Gina Casar brings deep experience from the United Nations, including her roles as Under-Secretary-General and Deputy Executive Director of the World Food Programme where she oversaw large-scale, highly complex international logistics operations. Tara Stacom has served as Executive Vice Chairman of Cushman & Wakefield since 2013, a global commercial real estate firm with 53,000 employees in sixty countries. She previously served on the firm’s Board of Directors from 2003 to 2008 as well as the firm’s global advisory board.
• Design-center real estate and site strategy. As Executive Vice Chairman of Cushman & Wakefield, Tara Stacom advises major corporations on complex business and real estate decisions, executing some of the world’s largest leasing, sales, and corporate finance real estate transactions, and delivering strategic solutions in dynamic market environments. This experience is critical for a company actively enhancing its design center network.
• Capital allocation and audit oversight. Cynthia Tsai, our Corporate Governance, Nominations and Sustainability Committee chair, spent 16 years at Merrill Lynch and Kidder Peabody before founding and leading a global software and technology company. Gina Casar, our Audit Committee chair, served as CFO/Controller of the United Nations and as Mexico’s National Treasurer and managed the investment of $80 billion of the United Nations Joint Staff Pension Fund.
• Digital, e-commerce and cybersecurity oversight. David Sable, Tara Stacom and Cynthia Tsai all bring direct operating backgrounds in technology-driven business models.

Three of our four independent directors, Mr. Sable, Ms. Tsai and Ms. Casar, joined in the last five years. The average tenure of our independent directors is six years.

Replacing the Board Would Introduce Execution Risk

DGB has announced a separate CEO search led by its director nominees and the selection of an executive search firm. Those nominees are conducting their search before serving on Ethan Allen’s Board. By DGB’s own admission, they are hoping the press from their campaign will help them source CEO candidates⁵, meaning shareholders are being asked to approve a leadership change with no leader, no transition plan, and no accountability for what happens in the interim. We believe replacing your Board during the ongoing succession process would introduce execution risk by transferring oversight of the business and responsibility for the leadership transition at the same time.

Being a good steward of shareholder capital is not defined by any single decision, it is defined by the discipline brought to bear on hundreds of decisions, many of which never make headlines but each of which shapes the trajectory of your company. Your Board has approached this responsibility with unwavering diligence, asking hard questions, challenging assumptions, and holding management accountable, all in service of long-term value creation for shareholders.

DGB’s slate lacks the relevant experience required to oversee Ethan Allen’s distinctive operating model and corporate strategy. DGB has not demonstrated that its nominees have overseen a vertically integrated manufacturer-retailer that designs and customizes its own products, operates North American manufacturing facilities, employs its own design workforce and manages company-operated retail and logistics. Giving those nominees full control would place the Company’s strategy and CEO succession process in the hands of a slate without the industry, operational or Company-specific foundation needed to execute Ethan Allen’s plan.

DGB’s September 22 letter identifies three broad priorities but provides no quantified revenue or profitability targets, capital plan, margin guardrails, implementation timetable or milestones against which shareholders could assess performance. Nevertheless, DGB is asking shareholders to entrust its nominees with full control of Ethan Allen.

Ethan Allen’s Board is advancing a focused plan to restore profitable growth while preserving the capabilities that differentiate the Company. DGB is asking shareholders to replace every director before providing a detailed operating plan for executing its proposed transformation.

We will continue to engage with shareholders and execute our plan to restore profitable growth, accelerate digital execution, reinforce capital-allocation discipline, and advance the Board’s succession planning process.

We urge you to vote “FOR” Ethan Allen’s five nominees: M. Farooq Kathwari, David M. Sable, Tara I. Stacom, Maria Eugenia Casar and Cynthia Ekberg Tsai and vote “WITHHOLD” on DGB’s nominees – on the BLUE proxy card today, and to disregard any WHITE proxy card you may receive from DGB. Only your latest-dated proxy will count.

On behalf of the Board, thank you for your continued support and investment in Ethan Allen.

Sincerely,
Maria Eugenia Casar, Independent Director
M. Farooq Kathwari, Chairman, President and Chief Executive Officer
David M. Sable, Lead Independent Director
Tara I. Stacom, Independent Director
Cynthia Ekberg Tsai, Independent Director

YOUR VOTE IS IMPORTANT!
For more information regarding Ethan Allen’s strategy and Board nominees, please visit:
www.VoteEthanAllen.com
Please refer to the enclosed BLUE proxy card for instructions on voting by internet, telephone, or mail. If you have questions or need assistance voting your shares, please contact our proxy solicitor:
GEORGESON, LLC
51 West 52^nd Street, 6^th Floor
New York, NY 10019
Shareholders, banks may call toll-free at (888) 717-2572
ethanallen@georgeson.com

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s strategic and operating priorities, growth initiatives and strategies, technology investments, marketing plans, capital allocation, governance enhancements, the execution risk that may result by replacing the entire board and expectations for fiscal 2027 and beyond. These statements are subject to risks and uncertainties, including those described in Item 1A of the Company’s Annual Report on Form 10-K and in its other filings with the SEC, which could cause actual results to differ materially from those anticipated. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them except as required by law.

​About Ethan Allen

Ethan Allen (NYSE: ETD) is a leading interior design destination combining state-of-the-art technology with personal service. Ethan Allen design centers, which represent a mix of Company-operated and independent licensee locations, offer complimentary interior design service and sell a full range of home furnishings, including custom furniture and artisan-crafted accents for every room in the home. Vertically integrated from product design through logistics, the Company manufactures about 75% of its custom-crafted furniture in its own North American manufacturing facilities and has been recognized for product quality and craftsmanship since 1932. Learn more at www.ethanallen.com and follow Ethan Allen on Facebook, Instagram, and LinkedIn.

Investor Relations Contacts

Ethan Allen Contact
Matt McNulty, Senior Vice President, Chief Financial Officer and Treasurer
IR@ethanallen.com

Investor Contact
Chris Hayden / Bill Fiske, Georgeson LLC
ethanallen@georgeson.com

Media Contact
Phil Denning / Gabriel Hasson, ICR LLC
ETD@icrinc.com

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¹ Source: FactSet. The 49.1% and 45.2% TSR figures cover the five-year periods ended September 21, 2026 and August 4, 2026, respectively, and include reinvested dividends. The fiscal 2026 peer group disclosed in the Company’s 2026 proxy statement consists of Arhaus, Bassett Furniture Industries, Culp, Flexsteel Industries, HNI, Hooker Furnishings, Haverty Furniture Companies, La-Z-Boy, The Lovesac Company, MillerKnoll, Purple Innovation and RH. Arhaus is excluded from the five-year comparison because it lacks complete trading data for the full period. Accordingly, the comparison includes the remaining 11 proxy peers.

² Source: FactSet. TSR includes reinvested dividends. Arhaus is excluded from the five-year calculation because it began trading publicly on November 4, 2021.

³ Source: Neiman Marcus Group announcement, May 7, 2020.

⁴ Source: Bloomberg interview transcript, August 7, 2026, 6:34-7:23, filed with the SEC.

⁵ Source: Bloomberg interview transcript, August 5, 2026, filed with the SEC.