Hni CORP 8-K Filing

FAQ

Key Financial Figures

• $500,000,000 — ") in an aggregate principal amount of $500,000,000 and to document the reduction of the ex
• $350,000,000 — ate principal amount of $500,000,000 to $350,000,000. The proceeds of the term loans borrowe
• $450,000,000 — Notes ") issued by Steelcase, for up to $450,000,000 aggregate principal amount of new notes
• $350,979,000 — etion of the Exchange Offer, HNI issued $350,979,000 in aggregate principal amount of 5.125%
• $7.20 — k of HNI (" HNI common stock ") and (b) $7.20 in cash (together, the " mixed election
• $16.19 — " mixed election consideration "); (ii) $16.19 in cash and 0.0009 shares of HNI common
• $41.1991 — and the stock election consideration is $41.1991 (the product obtained by multiplying 0.

Filing Documents

• dp238589_8k.htm (8-K) — 49KB
• dp238589_ex0401.htm (EX-4.1) — 716KB
• dp238589_ex1001.htm (EX-10.1) — 89KB
• dp238589_ex9901.htm (EX-99.1) — 7KB
• image_001.jpg (GRAPHIC) — 2KB
• 0000950103-25-015967.txt ( ) — 1190KB
• hni-20251210.xsd (EX-101.SCH) — 3KB
• hni-20251210_lab.xml (EX-101.LAB) — 33KB
• hni-20251210_pre.xml (EX-101.PRE) — 22KB
• dp238589_8k_htm.xml (XML) — 4KB

01. Entry into a Definitive Material Agreement

Item 1.01. Entry into a Definitive Material Agreement Amendment No. 2 to Credit Agreement On December 10, 2025, HNI entered into Amendment No. 2 to the Credit Agreement (" Amendment No. 2 "), which amends the Credit Agreement (dated as of September 5, 2025, and as amended by that certain Amendment No. 1, dated as of November 5, 2025, the " Existing Credit Agreement ", and the Existing Credit Agreement as amended by Amendment No. 2 , the " Credit Agreement ") among HNI, as borrower, certain domestic subsidiaries of HNI, as guarantors, certain lenders and Wells Fargo Bank, National Association, as administrative agent. Amendment No. 2 amends the Existing Credit Agreement to establish a term loan B facility (the " TLB Facility ") in an aggregate principal amount of $500,000,000 and to document the reduction of the existing term loan A facility from an aggregate principal amount of $500,000,000 to $350,000,000. The proceeds of the term loans borrowed under the Credit Agreement were used to finance the Mergers and pay fees and expenses related thereto. HNI is obligated to pay customary closing fees, arrangement fees and administration fees for a credit facility of this size and type. Borrowings under the TLB Facility will bear interest, at HNI's option, at either: (a) the alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) the term SOFR rate determined on the basis of a one-month interest period, plus 1.00%, in each case, plus a margin of 1.00%; and (b) the term SOFR rate (based on one, three or six month interest periods), plus a margin of 2.00%. The term SOFR rate shall be subject to a floor of 0% and the alternate base rate shall be subject to a floor of 1.00%. The applicable margin in each case is determined based on HNI's net leverage ratio at such time. Interest is payable quarterly in arrears with respect t

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets The information set forth in the Introductory Note and this Current Report on Form 8-K is incorporated herein by reference. Pursuant to the Merger Agreement, at the effective time of the first merger (the " First Effective Time "), each share of Steelcase class A common stock, no par value (" Steelcase common stock "), issued and outstanding immediately before the First Effective Time (other than shares of Steelcase common stock owned by HNI, Merger Sub Inc. and Merger Sub LLC) were converted into, at the election of the holder thereof, subject to automatic adjustment, the right to receive the following consideration (collectively with, if applicable, cash in lieu of fractional shares, the " merger consideration "): (i) (a) 0.2192 shares of common stock of HNI (" HNI common stock ") and (b) $7.20 in cash (together, the " mixed election consideration "); (ii) $16.19 in cash and 0.0009 shares of HNI common stock (the " cash election consideration "); or (iii) 0.3940 shares of HNI common stock (the " stock election consideration "). The "Parent Common Stock Reference Price" referenced in the Merger Agreement and used for purposes of calculating the cash election consideration and the stock election consideration is $41.1991 (the product obtained by multiplying 0.2192 by the volume-weighted average closing price (rounded to four decimal places) of one share of HNI common stock on the New York Stock Exchange for the period of 10 consecutive trading days ending on the second full trading day preceding the closing date of the Mergers). Shares of Steelcase common stock (other than cancelled shares) owned by holders of Steelcase common stock who did not make an election or who failed to properly make an election were converted into the right to receive mixed election consideration. No fractional shares of HNI common stock were issued in the Mergers, and holders of Steelcase common stock will receive cash in li

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading "Amendment No. 2 to Credit Agreement" is hereby incorporated into this Item 2.03 by reference. The terms of the New HNI Indenture and the New HNI Notes are described in Item 1.01 of this Current Report on Form 8-K under the heading "New HNI Notes," which description is incorporated into this Item 2.03 by reference.

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers In accordance with the terms of the Merger Agreement, the size of the board of directors of HNI (the " Board ") as of the First Effective Time was increased to consist of a total of 12 members. Pursuant to the Merger Agreement, Timothy C. E. Brown was appointed to the Board as a member of the class of directors of the Board with terms expiring in 2027 and as a member of the Human Resources and Compensation Committee and Linda K. Williams was appointed to the Board as a member of the class of directors of the Board with terms expiring in 2028 and as a member of the Audit Committee, in each case effective upon the First Effective Time. Timothy C. E. Brown : Mr. Brown, age 63, served on the Board of Directors of Steelcase from 2016 until the First Effective Time. He has been Chair Emeritus of IDEO LP, a global innovation and design firm, since March 2024 and Vice Chair of kyu, a collective of creative organizations, since 2020. He was Chief Executive Officer and President of IDEO from 2000 to 2019, and his other roles at IDEO include Chair (2023 to 2024), Co-Chair (during 2023), Chair and Co-Chief Executive Officer (2022 to 2023) and Executive Chair (2019 to 2022). Linda K. Williams : Ms. Williams, age 56, served on the Board of Directors of Steelcase from 2020 until the First Effective Time. She has been Vice President, Global Head of FP&A Finance, Google Cloud of Google LLC since January 2024. She served as Vice President, Global Head of Go-to-Market Finance, Google Cloud of Google from 2021 to 2024. Prior to joining Google, she was with Hewlett Packard Enterprise (and its predecessor companies) from 1997 to 2021, serving as Senior Vice President, HPE Products and Services Chief Financial Officer in 2021, Chief Audit Executive and Vice President of Enterprise Risk Management from 2019 to 2021, and Vice Presi

01. Other Events

Item 8.01. Other Events On December 10, 2025, HNI issued a press release announcing consummation of the transaction between HNI and Steelcase. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Business Acquired The financial statements of Steelcase as of and for the year ended February 28, 2025 are available in the Steelcase Form 10-K filed April 18, 2025. The financial (b) Pro-Forma Financial Information HNI has previously filed its unaudited pro forma condensed combined financial statements for the year ended December 28, 2024 as part of its Amendment No. 2 to Form S-4 filed on October 16, 2025. HNI will file the remaining pro forma financial statements required by this Item no later than February 25, 2026. (d) Exhibits No. Document Description 2.1 Agreement and Plan of Merger, by and among Steelcase Inc., HNI Corporation, Geranium Merger Sub I, Inc. and Geranium Merger Sub II, LLC, dated as of August 3, 2025 (incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K, initially filed with the Commission on August 4, 2025) 4.1 Indenture, dated December 10, 2025, relating to the 5.125% Notes due 2029, by and among HNI, the guarantors party thereto and U.S. Bank Trust Company, National Association 4.2 Form of Global Note representing 5.125% Notes due 2029 (included in Exhibit 4.1) 10.1 Amendment No. 2 to the Credit Agreement (dated as of September 5, 2025, and as amended by that certain Amendment No. 1, dated as of November 5, 2025), dated December 10, 2025, by and among HNI, as borrower, certain domestic subsidiaries of HNI, as guarantors, certain lenders and Wells Fargo Bank, National Association, as administrative agent. 99.1 Press Release dated December 10, 2025

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 10, 2025 By: /s/ Steven M. Bradford Name: Steven M. Bradford Title: Senior Vice President,General Counsel and Secretary

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