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Flexsteel (NASDAQ: FLXS) buys back 24% of shares, director Bertsch exits board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Flexsteel Industries agreed to a major share repurchase with director F. Brooks Bertsch and related family entities. The company is buying 1,279,870 common shares at $47.00 per share, for a total of about $60.2 million, in a privately negotiated transaction at a 2.5% discount to the April 24, 2026 closing price. The repurchased shares represent roughly 24% of Flexsteel’s outstanding stock before the deal. The transaction is funded with cash and borrowings under the revolving credit facility and is supplemental to the existing repurchase program. A Special Committee of independent directors recommended the deal, and the full Board approved it, with Bertsch recusing himself. Bertsch will resign from the Board effective April 28, 2026 and has stated his departure is not due to any disagreement with the company.

Positive

  • Large share reduction at modest discount: Repurchase of 1,279,870 shares, about 24% of outstanding stock, at a 2.5% discount to the April 24, 2026 closing price, can significantly increase remaining shareholders’ ownership percentage.
  • Orderly exit of major family holder: The transaction provides diversification for the Bertsch family while being vetted by an independent Special Committee, potentially reducing overhang from a large legacy position.

Negative

  • Higher leverage from financed buyback: Funding the approximately $60.2 million repurchase with a combination of cash and borrowings under the revolving credit facility increases financial obligations.
  • Loss of founding-family board presence: Director F. Brooks Bertsch’s resignation at closing removes a representative of a long-standing founding family from the Board, slightly altering governance dynamics.

Insights

Flexsteel executes a large, discounted buyback equal to 24% of shares, funded partly with debt.

Flexsteel is repurchasing 1,279,870 shares at $47.00 per share for about $60.2 million, roughly 24% of pre-transaction outstanding stock. This is a sizable recapitalization, done via a privately negotiated transaction with a founding-family shareholder.

The price reflects a modest 2.5% discount to the April 24, 2026 close, suggesting terms near prevailing market levels. Funding will come from cash and borrowings under the revolving credit facility, which may increase leverage but also concentrates ownership among remaining shareholders.

A Special Committee of independent directors reviewed, negotiated and approved the deal, and the Board (excluding Brooks Bertsch) gave final approval. Bertsch’s resignation from the Board at closing ends direct founding-family representation, while both sides emphasize portfolio diversification and continued confidence in the company.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares repurchased 1,279,870 shares Common stock to be repurchased from Bertsch family entities
Repurchase price per share $47.00 per share Price for the privately negotiated stock repurchase
Total repurchase value $60.2 million Approximate aggregate purchase price for the transaction
Discount to market price 2.5% discount Discount to April 24, 2026 closing price of Flexsteel stock
Portion of shares outstanding 24% of shares Repurchased shares as a percentage of pre-transaction outstanding stock
Closing date April 28, 2026 Effective closing date of the stock repurchase and resignation
stock repurchase agreement financial
"entered into a stock repurchase agreement (the “Stock Repurchase Agreement”)"
privately negotiated transaction financial
"from the Stockholders in a privately-negotiated transaction at a purchase price"
A privately negotiated transaction is a deal whose terms are worked out directly between a buyer and a seller rather than through a public market or open auction. Think of it like selling a car to a neighbor instead of putting it on eBay: the price, timing and conditions are agreed one-on-one, so investors may see less public information, different pricing compared with market trades, and potential impacts on liquidity and valuation.
revolving credit facility financial
"funded through cash and available borrowings under the Company’s revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Special Committee regulatory
"A Special Committee of the Board of Directors comprised solely of independent directors"
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
forward-looking statements regulatory
"Statements, including those in this release, which are not historical or current facts, are “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Understanding 8-K Material Events →
false000003747200000374722026-04-262026-04-26

 

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): April 26, 2026

 

 

Flexsteel Industries Inc

(Exact name of Registrant as Specified in Its Charter)

 

 

Minnesota

0-5151

42-0442319

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

385 Bell Street

 

Dubuque, Iowa

 

52001-7004

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (563) 556-7730

 

 

(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)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

FLXS

 

The Nasdaq Stock Market LLC

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. ☐

 

Item 1.01 Entry into a Material Definitive Agreement.

On April 26, 2026, Flexsteel Industries, Inc. (the “Company”) entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with F. Brooks Bertsch, a director of the Company, and certain family related entities listed on Schedule 1 thereto (the “Stockholders”) for the purchase by the Company of 1,279,870 shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”) from the Stockholders in a privately-negotiated transaction at a purchase price of $47.00 per share and for a total purchase price of approximately $60.2 million. The purchase price represents a 2.5% discount to the closing price for the Common Stock on April 24, 2026. The Stockholders have informed the Company that they are entering into the Stock Repurchase Agreement in order to diversify their investment portfolios for financial planning purposes. The Stock Repurchase Agreement contains customary representations and warranties and covenants, and the transaction closed on April 28, 2026.

A Special Committee of the Board of Directors (the “Board”) comprised solely of independent directors recommended to the Board the approval of the Stock Repurchase Agreement and the Board, with F. Brooks Bertsch recusing himself, approved the Stock Repurchase Agreement. The purchase was funded through cash and available borrowings under the Company’s revolving credit facility. The shares purchased by the Company represent approximately 24% of the issued and outstanding shares of Common Stock of the Company immediately prior to the transaction. The transactions under the Stock Repurchase Agreement are supplemental to the Company’s previously announced stock repurchase program and do not impact the amount of permitted repurchases thereunder.

The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Stock Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of F. Brooks Bertsch as a Director

 

F. Brooks Bertsch resigned from the Board pursuant to the terms of the Stock Repurchase Agreement. The resignation was effective as of April 28, 2026. Mr. Bertsch has confirmed to the Company’s Board that his resignation is not the result of any disagreement on any matter relating to the Company’s operations, policies or practices.

Item 7.01 Regulation FD Disclosure.

On April 27, 2026, the Company issued a press release announcing the matters set forth in Items 1.01 and 5.02 of this Current Report on Form 8-K. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) List of Exhibits

 

Exhibit No.

Description

10.1

Stock Repurchase Agreement by and among the Company, F. Brooks Bertsch and the other entities on Schedule 1 thereto, dated April 26, 2026

99.1

Press Release by Flexsteel Industries, Inc. dated April 27, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 

 

 

FLEXSTEEL INDUSTRIES, INC.

 

 

 

 

Date:

April 28, 2026

By:

/s/ Michael J. Ressler

 

 

 

Michael J. Ressler
Chief Financial Officer

 

Flexsteel Industries, Inc. Announces Share Repurchase Transaction

 

Dubuque, Iowa – April 27, 2026 – Flexsteel Industries, Inc. (NASDAQ: FLXS) (“Flexsteel” or the “Company”), one of the largest manufacturers, importers, and marketers of residential furniture products in the United States, today announced that it has entered into an agreement to repurchase approximately 1.28 million shares of its common stock at $47.00 per share from certain members of the Bertsch family, one of the Company’s founding families, in a privately negotiated transaction.

The shares to be repurchased represent approximately 24% of the Company’s outstanding common stock for an aggregate purchase price of approximately $60.2 million. The purchase price represents a 2.5% discount to the closing share price on April 24, 2026.

“This transaction aligns with our balanced capital allocation strategy and commitment to enhancing long-term shareholder value,” said Derek Schmidt, President and CEO. “We will continue to maintain a strong balance sheet and resilient operating model, and we believe Flexsteel is well positioned to execute our strategy, invest in organic growth initiatives and drive long-term shareholder value.”

Schmidt added, “Flexsteel is grateful for the support of the Bertsch family over multiple generations, and we deeply appreciate their many contributions to our success.”

“As our family has grown and expanded over multiple generations, we have decided to diversify our holdings for financial planning purposes,” said Brooks Bertsch, Flexsteel director and representative of the Bertsch family. “We are confident that Flexsteel is in a strong position and will continue to build on its success well into the future. It is an honor for our family to have grown as part of Flexsteel for over 130 years and the company will always hold a special place in our family’s heart.”

The transaction will be funded through a combination of existing cash and borrowings under the Company’s revolving credit facility and is scheduled to close on April 28, 2026. Following the transaction, the Company expects to maintain a strong balance sheet and liquidity position.

The transaction was reviewed, negotiated and approved by a special committee of independent directors (the “Special Committee”), and subsequently approved by the full Board of Directors, excluding Brooks Bertsch. The Special Committee was advised by independent legal and financial advisors.

Brooks Bertsch will resign from Flexsteel’s Board of Directors upon the close of the transaction.

Advisors

Faegre Drinker Biddle & Reath LLP served as legal advisor to the Special Committee and KeyBanc Capital Markets served as financial advisor to the Special Committee.

About Flexsteel

Flexsteel is one of the largest residential furniture manufacturers, importers, and marketers in the U.S., known for crafting comfortable, durable seating and timeless designs for rooms throughout

the home. For more than 130 years, Flexsteel has built furniture with care, highlighted by its patented Blue Steel Spring technology that delivers lasting comfort and support. Today, Flexsteel products are available nationwide through retail partners and online channels, helping people create inviting, livable spaces they can enjoy for years to come.

Forward-Looking Statements

Statements, including those in this release, which are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. There are certain important factors that could cause the Company’s results to differ materially from those anticipated by some of the statements made herein. Investors are cautioned that all forward-looking statements involve risk and uncertainty. Some of the factors that could affect results are the cyclical nature of the furniture industry, supply chain disruptions, litigation, the effectiveness of new product introductions and distribution channels, the product mix of sales, pricing pressures, the cost of raw materials and fuel, changes in foreign currency values, retention and recruitment of key employees, actions by governments including laws, regulations, taxes and tariffs, the amount of sales generated and the profit margins thereon, competition (both U.S. and foreign), credit exposure with customers, participation in multi-employer pension plans, disruptions or security breaches to business information systems, the impact of any future pandemic, and general economic conditions. For further information regarding these risks and uncertainties, see the “Risk Factors” section in Item 1A of our most recent Annual Report on Form 10-K.

 

 

For more information, visit our website at http://www.flexsteel.com.

 

INVESTOR CONTACT:

 

 

Michael Ressler, Flexsteel Industries, Inc.

 

563-585-8116

 

investors@flexsteel.com

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What share repurchase did Flexsteel (FLXS) announce?

Flexsteel agreed to repurchase about 1,279,870 shares of common stock at $47.00 per share. The privately negotiated transaction with Bertsch family entities totals roughly $60.2 million and represents around 24% of the company’s pre-transaction outstanding shares.

At what price is Flexsteel (FLXS) buying back shares and how does it compare to market?

Flexsteel is repurchasing shares at $47.00 each, a 2.5% discount to the April 24, 2026 closing share price. This modest discount indicates the transaction is being executed near prevailing market levels in a negotiated block trade.

How will Flexsteel (FLXS) fund the $60.2 million share repurchase?

The company plans to fund the approximately $60.2 million transaction through a combination of existing cash and borrowings under its revolving credit facility. Management states it expects to maintain a strong balance sheet and liquidity position following the repurchase.

What portion of Flexsteel (FLXS) stock is affected by this buyback?

The agreement covers about 1.28 million shares, representing roughly 24% of Flexsteel’s outstanding common stock before the transaction. This large reduction meaningfully concentrates ownership among remaining shareholders after completion.

Why is the Bertsch family selling shares back to Flexsteel (FLXS)?

Members of the Bertsch family, including director F. Brooks Bertsch, indicated they are selling shares to diversify their holdings for financial planning. They expressed confidence in Flexsteel’s position and highlighted the family’s long historical connection with the company.

Did the Flexsteel (FLXS) board approve the repurchase and what governance steps were taken?

An independent Special Committee reviewed, negotiated and recommended the transaction, and the full Board approved it with Brooks Bertsch recused. The Special Committee used independent legal and financial advisors to evaluate terms and process.

Why is director F. Brooks Bertsch resigning from Flexsteel’s board?

Bertsch is resigning from the Board effective April 28, 2026, in connection with the stock repurchase agreement. He confirmed to the Board that his resignation does not result from any disagreement over the company’s operations, policies, or practices.

Filing Exhibits & Attachments

3 documents

Press Releases

Agreements & Contracts

Other Documents