Proxy Results, Amendments to Bylaws (Form 8-K)

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.

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