What changed in this filing

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Item 9A. Controls and Procedures

2026-02-05 compared with 2025-02-10 · 31 added, 26 removed, 127 unchanged (31% of the section changed)

15 unchanged sentences

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.

Grant Thornton LLP, the Company’s independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.

Changes in internal control over financial reporting.

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Bassett Furniture Industries, Incorporated and Subsidiaries

Board of Directors and Stockholders

Bassett Furniture Industries, Incorporated and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited Bassett Furniture Industries, Incorporated and subsidiaries’ internal control over financial reporting as of November 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Bassett Furniture Industries, Incorporated and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of November 30, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of November 30, 2024 and November 25, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended November 30, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 10, 2025 expressed an unqualified opinion thereon.

We have audited the internal control over financial reporting of Bassett Furniture Industries, Incorporated (a Virginia corporation) and subsidiaries (the “Company”) as of November 29, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 29, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended November 29, 2025, and our report dated February 5, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Richmond, Virginia

/s/ Grant Thornton LLP

Charlotte, North Carolina

February 5, 2026

6 unchanged sentences

The Registrant has a code of ethics that applies to all of its employees, officers and directors.

The code of ethics is available on the Registrant’s website at www.bassettfurniture.com and the Registrant will post any amendments to, or waivers, from, the code of ethics on that website.

The code of ethics is available on the Registrant’s website at www.bassettfurniture.com and the Registrant will post any amendments to, or waivers, from, the code of ethics relating to directors and officers on that website.

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of the registrant's securities by directors, senior management, and employees.

1 unchanged sentence

EXECUTIVE COMPENSATION

The information to be contained in the Proxy Statement under the captions “Organization, Compensation and Nominating Committee Report,” “Compensation Discussion and Analysis,” “Executive Compensation,” and “Director Compensation” is incorporated herein by reference thereto.

The information to be contained in the Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Pay versus Performance” and “Director Compensation” is incorporated herein by reference thereto.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

3 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information to be contained in the Proxy Statement under the caption “Audit and Other Fees” is incorporated herein by reference thereto.

The information to be contained in the Proxy Statement under the caption “Ratification of Selection of Independent Registered Public Accounting Firm” is incorporated herein by reference thereto.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Bassett Furniture Industries, Incorporated and Subsidiaries Audited Consolidated Financial Statements for the years ended November 29, 2025, November 30, 2024 and November 25, 2023;

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID 42 );

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control Over Financial Reporting (PCAOB ID 42 ).

Report of Grant Thornton LLP, Independent Registered Public Accounting Firm (PCAOB ID 248 ) for the year ended November 29, 2025;

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID 42) for the years ended November 30, 2024 and November 25, 2023;

Report of Grant Thornton LLP, Independent Registered Public Accounting Firm, on Internal Control Over Financial Reporting (PCAOB ID 248).

Financial Statement Schedule:

5 unchanged sentences

Registrant hereby agrees to furnish the SEC, upon request, other instruments defining the rights of holders of long-term debt of the Registrant.

First Amendment to Eighth Amended and Restated Credit Agreement with Truist Bank dated January 9, 2026.

Description of Capital Stock is incorporated herein by reference to Form 10-K for the fiscal year ended November 30, 2019, filed January 23, 2020.

11 unchanged sentences

Form of Indemnity Agreement incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on October 18, 2022.

Insider Trading Policy

Insider Trading Policy, incorporated by reference to Exhibit 19 to Form 10-K filed with the SEC on February 10, 2025.

List of subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm

Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP)

Consent of Independent Registered Public Accounting Firm, (Ernst & Young LLP)

Certification of Robert H.

8 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Bassett Furniture Industries, Incorporated, Clawback Policy incorporated by reference to Exhibit 97 to Form 10-K filed with the SEC on January 25, 2024.

Inline XBRL Instance

Inline XBRL Taxonomy Extension Schema

Inline XBRL Taxonomy Extension Calculation

Inline XBRL Taxonomy Extension Definition

Inline XBRL Taxonomy Extension Labels

Inline XBRL Taxonomy Extension Presentation

Bassett Furniture Industries, Incorporated, Clawback Policy, incorporated by reference to Exhibit 97 to Form 10-K filed with the SEC on February 10, 2025.

XBRL Instance

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation

XBRL Taxonomy Extension Definition

XBRL Taxonomy Extension Labels

XBRL Taxonomy Extension Presentation

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

6 unchanged sentences

President and Chief Executive Officer

Chairman of the Board of Directors

(Principal Executive Officer)

Director, Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

3 unchanged sentences

February 5, 2026

/s/ Virginia W.

19 unchanged sentences

Reserve deducted from assets to which it applies

Allowance for doubtful accounts

Notes receivable valuation reserves

Allowance for credit losses

Income tax valuation allowance

1 unchanged sentence

Reserve deducted from assets to which it applies

Allowance for doubtful accounts

Allowance for credit losses

Income tax valuation allowance

1 unchanged sentence

Reserve deducted from assets to which it applies

Allowance for doubtful accounts

Allowance for credit losses

Income tax valuation allowance

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures