Flexsteel CEO reports 8.4% ownership stake

Flexsteel Industries President and CEO Derek P. Schmidt filed a Schedule 13D reporting beneficial ownership of 341,058.69 shares of Common Stock, representing 8.4% of the company’s shares.

Rhea-AI Filing Summary

Flexsteel Industries President and CEO Derek P. Schmidt filed a Schedule 13D reporting beneficial ownership of 341,058.69 shares of Common Stock, representing 8.4% of the company’s shares. This threshold was crossed after Flexsteel repurchased 1,279,870 shares in a privately negotiated transaction with members of the Bertsch founding family on April 28, 2026.

Schmidt’s beneficial stake includes 155,519 shares held directly, 60,912.65 shares in a 401(k), 1,096.065 shares in an individual retirement account, and 122,450 shares issuable upon options exercisable within 60 days. An additional 1,080.98 shares are held in his wife’s retirement account, over which he shares voting and dispositive power.

Insights

Equity ownership and governance analyst

CEO Derek Schmidt now reports an 8.4% beneficial stake in Flexsteel after a large repurchase from a founding family.

The filing shows that Derek P. Schmidt, Flexsteel’s President and CEO, beneficially owns 341,058.69 shares, or 8.4% of the company’s Common Stock. This level of ownership combines direct holdings, retirement accounts, and stock options exercisable within 60 days under SEC Rule 13d-3.

The stake became reportable after Flexsteel repurchased 1,279,870 shares in a privately negotiated deal with members of the Bertsch founding family on April 28, 2026. That buyback reduced shares outstanding to 4,075,661, increasing Schmidt’s percentage ownership. The filing states that his shares are held for investment purposes, though his executive and board roles naturally give him influence over corporate decisions.

The filing does not describe specific strategic plans tied to this ownership level, but it confirms a meaningful alignment between management and shareholders through equity exposure. Future company filings may clarify any further changes in Schmidt’s holdings or additional repurchase activity.

Key Figures

Beneficial ownership shares: 341,058.69 shares Ownership percentage: 8.4% Share repurchase size: 1,279,870 shares +5 more

8 metrics

Beneficial ownership shares 341,058.69 shares Aggregate amount beneficially owned by Derek P. Schmidt

Ownership percentage 8.4% Percent of Flexsteel Common Stock beneficially owned

Share repurchase size 1,279,870 shares Common Stock repurchased from Bertsch family on April 28, 2026

Shares outstanding 4,075,661 shares Common Stock outstanding as of April 28, 2026

Options exercisable 122,450 shares Shares issuable upon exercise of options exercisable within 60 days

Directly held shares 155,519 shares Common Stock held directly by Derek P. Schmidt

401(k) shares 60,912.65 shares Common Stock held in Derek P. Schmidt’s 401(k) account

Spousal IRA shares 1,080.98 shares Common Stock held in wife’s individual retirement account

Key Terms

Schedule 13D, beneficially owns, sole voting power, dispositive power, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owns financial

"The Reporting Person beneficially owns and has sole voting power and sole power to dispose"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 339,977.71"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"9 | Sole Dispositive Power 339,977.71 10 | Shared Dispositive Power 1,080.98"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

privately negotiated transaction financial

"in a privately negotiated transaction. Following the repurchase, the Reporting Person's beneficial ownership exceeded five percent"

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.

Rule 13d-3(d)(1)(i) regulatory

"assumes that the shares of Common Stock underlying the Reporting Person's stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in Flexsteel Industries (FLXS) does Derek P. Schmidt report in this Schedule 13D?

Derek P. Schmidt reports beneficial ownership of 341,058.69 shares of Flexsteel Common Stock, representing 8.4% of the company’s shares. This total includes direct holdings, retirement accounts, and 122,450 option shares exercisable within 60 days under SEC Rule 13d-3.

Why did Derek P. Schmidt’s ownership in Flexsteel Industries (FLXS) exceed 5%?

His ownership exceeded 5% after Flexsteel repurchased 1,279,870 shares of Common Stock on April 28, 2026 from certain Bertsch family members. The reduced share count increased his percentage ownership, triggering Schedule 13D reporting requirements under SEC rules.

How are Derek P. Schmidt’s Flexsteel (FLXS) shares held and allocated?

Schmidt’s beneficial stake includes 155,519 shares held directly, 60,912.65 shares in a 401(k), 1,096.065 shares in an IRA, and 122,450 option shares exercisable within 60 days. An additional 1,080.98 shares are held in his wife’s retirement account with shared voting and dispositive power.

What percentage of Flexsteel Industries (FLXS) does Derek P. Schmidt beneficially own after the repurchase?

He beneficially owns 8.4% of Flexsteel’s Common Stock. This percentage is based on 4,075,661 shares outstanding as of April 28, 2026 and includes shares underlying options that may be exercised within 60 days, as allowed by SEC Rule 13d-3(d)(1)(i).

What was the Flexsteel (FLXS) share repurchase referenced in Derek P. Schmidt’s Schedule 13D?

On April 28, 2026, Flexsteel repurchased 1,279,870 shares of its Common Stock from certain members of the Bertsch family in a privately negotiated transaction. This buyback reduced shares outstanding and led to Schmidt’s beneficial ownership exceeding the 5% reporting threshold.

Does Derek P. Schmidt state any plans for influencing Flexsteel Industries (FLXS) through his share ownership?

He states the shares were acquired for investment purposes only and notes no specific current plans under Item 4’s subparagraphs (a)-(j). However, as President, CEO, and director, he may influence operations, governance, and control through normal executive and board communications.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/30/2026 - 09:25 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Flexsteel Industries, Inc.

(Name of Issuer)

Common Stock - $1.00 Par Value

(Title of Class of Securities)

339382103

(CUSIP Number)

Derek P. Schmidt
385 Bell Street,
Dubuque, IA, 52001-7004
(563) 556-7730

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 339382103

1

Name of reporting person

Derek P. Schmidt

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 339,977.71
8	Shared Voting Power 1,080.98
9	Sole Dispositive Power 339,977.71
10	Shared Dispositive Power 1,080.98

11

Aggregate amount beneficially owned by each reporting person

341,058.69

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock - $1.00 Par Value
(b)	Name of Issuer: Flexsteel Industries, Inc.
(c)	Address of Issuer's Principal Executive Offices: 385 Bell Street, Dubuque, IOWA , 52001-7004.
Item 2.	Identity and Background
(a)	This Statement is filed by Derek P. Schmidt.
(b)	Principal business address is 385 Bell Street, Dubuque, IA 52001-7004.
(c)	The Reporting Person is the President and Chief Executive Officer of the Issuer.
(d)	The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years.
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding he was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	On April 28, 2026, the Issuer repurchased 1,279,870 shares of its Common Stock from certain members of the Bertsch family, one of the Company's founding families, in a privately negotiated transaction. Following the repurchase, the Reporting Person's beneficial ownership exceeded five percent (5%). Prior to the repurchase noted above, the Reporting Person acquired shares of Common Stock on the open market using personal funds or funds held in retirement accounts or were acquired through equity compensation granted to the Reporting Person in connection with his services to the Issuer.
Item 4.	Purpose of Transaction
	All of the outstanding shares of Common Stock reported herein were acquired by the Reporting Person for investment purposes only. Except as set forth herein, the Reporting Person has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Notwithstanding and in addition to the foregoing, the Reporting Person serves as the President and Chief Executive Officer and a member of the Board of Directors of the Issuer. In these roles, the Reporting Person may engage in communications with the Issuer's Board of Directors, members of management, other shareholders, financial and legal advisers and other parties regarding the Issuer, including but not limited to the Issuer's operations, governance and control. In addition, in these roles, the Reporting Person may have influence over the corporate activities of the Issuer and may from time to time develop and/or discuss plans or proposals that relate to or would result in the occurrence of any transaction or event described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Subject to, among other things, applicable law and regulations and depending upon a variety of factors, including, without limitation, the trading prices of the shares of Common Stock, the Issuer's insider trading policies, the financial condition, results of operations and prospects of the Issuer, and general economic, financial and industry conditions, the Reporting Person may from time to time acquire, or cause to be acquired, additional securities of the Issuer or dispose, or cause to be disposed, securities of the Issuer, in open market transactions, privately negotiated transactions, transactions in which the Issuer raises, through private or public offerings, additional capital, exercise of compensatory grants for services rendered to the Issuer or otherwise, on such terms and at such times as the Reporting Person may deem advisable.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns and has sole voting power and sole power to dispose with respect to 339,977.71 shares of Common Stock, including: (i) 155,519 shares held directly; (ii) 60,912.65 shares held by the Reporting Person's 401(k) account; (iii) 1,096.065 shares held by the Reporting Person's individual retirement account; (iv) 122,450 shares issuable upon exercise of options that may be exercised within 60 days; The Reporting Person beneficially owns and has shared voting power and shared power to dispose with respect to 1,080.98 shares of Common Stock held by his wife in her individual retirement plan. The Reporting Person beneficially owns 8.4% of the Issuer's Common Stock calculated based on 4,075,661 shares of Common Stock outstanding as of April 28, 2026 and assumes that the shares of Common Stock underlying the Reporting Person's stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i).
(b)	339,977.71
(c)	The Reporting Person has not effected any transactions in shares of Common Stock in the last 60 days.
(d)	The Reporting Person's wife has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,080.98 shares of Common Stock held by his wife in her individual retirement account.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Derek P. Schmidt

Signature:	/s/ Derek P. Schmidt
Name/Title:	Derek P. Schmidt
Date:	04/30/2026