8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2025

HG Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34964	54-1272589
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6265 Old Water Oak Road, Suite 204

Tallahassee, Florida 32312

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (850) 201-9204

2115 E. 7th Street, Suite 101

Charlotte, NC 28204

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective September 2, 2025, HG Holdings, Inc. (the “Company”) amended its Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to reduce the number of authorized shares to 8,000,000 shares which are divided into two classes as follows: (a) 7,000,000 shares of common stock, $0.02 par value per share (“Common Stock”); and (b) 1,000,000 shares of Blank Check Preferred Stock, $0.01 par value per share (the “Amendment”). The Certificate of Incorporation previously provided that the number of authorized shares was 36,000,000 shares which were divided into two classes as follows: (a) 35,000,000 shares of Common Stock; and (b) 1,000,000 shares of Blank Check Preferred Stock, $0.01 par value per share. No issued shares of the Company are impacted by the Amendment; the Amendment only reduces the Company’s authorized but unissued shares.

As previously disclosed in the Company’s Definitive Information Statement, as filed with the United States Securities and Exchange Commission on Schedule 14C on August 8, 2025, the Amendment was approved by the Company’s board of directors on July 25, 2025, subject to stockholder approval, and subsequently approved by written consent of approximately 74.74% of the issued and outstanding shares of Common Stock of the Company.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07.	Submission of Matters to a Vote of Security Holders.

The information reported in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment of Restated Certificate of Incorporation of HG Holdings, Inc., dated September 2, 2025.
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104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		HG HOLDINGS, INC.
Date: September 3, 2025	By:	/s/ Anna Lieb
		Name:	Anna Lieb
		Title:	Principal Financial and Accounting Officer

ex_858683.htm

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

HG HOLDINGS, INC.

HG HOLDINGS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:

FIRST: The name of the Corporation is HG HOLDINGS, INC. ****

SECOND: The Amendment Certificate to the Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware effective as of July 15, 2021.

THIRD: The Restated Certificate of Incorporation of the Corporation is hereby amended as follows:

1.	Article FOURTH is hereby amended by deleting the first sentence of such article in its entirety and replacing it with the following:

“FOURTH: The total number of shares of all classes of capital stock which this Corporation is authorized to issue is 8,000,000 shares which are divided into two classes as follows:

Seven Million (7,000,000) shares of Common Stock, $.02 par value per share; and

One Million (1,000,000) shares of Blank Check Preferred Stock, $.01 par value per share.”

FOURTH: The foregoing amendment was duly adopted by the board of directors and by the stockholders of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

FIFTH: This Certificate of Amendment shall be deemed effective upon its filing with the Secretary of State of the State of Delaware.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 2^nd^ day of September, 2025.

HG HOLDINGS, INC.
By:	/s/ Anna A. Lieb
Name: Anna A. Lieb
Title: Principal Financial and Accounting Officer; Secretary