Hni CORP 8-K Filing

FAQ

Key Financial Figures

• $1.00 — 3,684 shares of common stock, par value $1.00 per share, of HNI (" HNI Common Stock "

Filing Documents

• dp238367_8k.htm (8-K) — 40KB
• dp238367_ex9901.htm (EX-99.1) — 16KB
• image_001.jpg (GRAPHIC) — 2KB
• image_002.jpg (GRAPHIC) — 2KB
• 0000950103-25-015816.txt ( ) — 235KB
• hnicorpcom-20251205.xsd (EX-101.SCH) — 3KB
• hnicorpcom-20251205_lab.xml (EX-101.LAB) — 33KB
• hnicorpcom-20251205_pre.xml (EX-101.PRE) — 22KB
• dp238367_8k_htm.xml (XML) — 4KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 5, 2025, HNI Corporation, an Iowa corporation (" HNI "), held a special meeting of its shareholders (the " Special Meeting ") to consider and vote on a proposal related to the Agreement and Plan of Merger (the " Merger Agreement "), dated as of August 3, 2025, by and among HNI, Steelcase Inc., a Michigan corporation (" Steelcase "), Geranium Merger Sub I, Inc., a Michigan corporation and a wholly owned subsidiary of HNI (" Merger Sub Inc. "), and Geranium Merger Sub II, LLC, a Michigan limited liability company and a wholly owned subsidiary of HNI (" Merger Sub LLC "), providing for, among other things, on the terms and subject to the conditions therein, the merger of Merger Sub Inc. with and into Steelcase (the " First Merger "), with Steelcase continuing as the surviving corporation of the First Merger and a wholly owned subsidiary of HNI, and, immediately after the First Merger, the merger of Steelcase with and into Merger Sub LLC (the " Second Merger " and, together with the First Merger, the " Mergers "), with Merger Sub LLC continuing as the surviving entity of the Second Merger and a direct wholly owned subsidiary of HNI. As of the close of business on October 14, 2025, the record date for determining the shareholders entitled to notice of, and to vote at, the Special Meeting, there were 45,843,684 shares of common stock, par value $1.00 per share, of HNI (" HNI Common Stock ") issued and outstanding, each of which entitled the holder thereof to one vote, in person or by proxy, for the proposal duly brought before the Special Meeting. A total of 40,111,321 shares of HNI Common Stock, representing approximately 87.50% of the issued and outstanding shares of HNI Common Stock entitled to vote at the Special Meeting, were present in person or by proxy at the Special Meeting, constituting a quorum to conduct business. At the Special Meeting, the following proposal was considered: 1. A

01

Item 7.01 Regulation FD Disclosure. On December 5, 2025, HNI and Steelcase issued a joint press release announcing that the shareholder approvals required in connection with HNI's proposed acquisition of Steelcase (the " Transaction ") have been obtained and that the Transaction is expected to close on December 10, 2025, subject to the satisfaction or waiver of customary closing conditions. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 and the information attached to this Form 8-K as Exhibit 99.1 shall be deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act except as expressly set forth by specific reference in such filing. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by HNI that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of HNI or any of its affiliates.

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking Any statements about HNI's, Steelcase's or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events and any other statements to the extent they are not statements of historical fact are forward-looking "continue," "estimate," "expect," "forecast," "hope," "intend," "likely," "may," "might," "objective," "plan," "possible," "potential," "predict," "project," "target," "trend" and similar words, phrases or expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are based on information available and assumptions made at the time the statements are made. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The following factors, among others, relating to the Transaction could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the outcome of any legal proceedings that may be instituted against HNI or Steelcase; the possibility that the Transaction does not close when expected or at all because conditions to closing are not satisfied on a timely basis or at all; the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, inter

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Joint press release issued by HNI Corporation and Steelcase Inc. on December 5, 2025 104 Cover Page Interactive Date File – The cover page XBRL tags are embedded within the Inline XBRL Document

SIGNATURES

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, thereunto duly authorized. HNI CORPORATION Date: December 5, 2025 By: /s/ Steven M. Bradford Name: Steven M. Bradford Title: Senior Vice President, General Counsel and Secretary

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View this 8-K filing on SEC EDGAR