Hni Corp SEC Filings

HNI Corporation and Steelcase Inc. have entered into a definitive Merger Agreement dated August 3, 2025, under which HNI will acquire Steelcase through two-step mergers. Steelcase shareholders may elect mixed consideration (0.2192 HNI shares plus $7.20 cash), all cash or all stock, with automatic adjustments to preserve aggregate cash and share totals. Based on prices cited, implied per-share values ranged from $17.29 to $18.30 and the parties estimate post-close ownership of approximately 64% HNI holders and 36% Steelcase holders. Both boards unanimously recommend the transactions; each company received fairness opinions from its financial advisors. Completion is subject to shareholder approvals, HSR antitrust review and other closing conditions.

Gregory A. Meunier, an officer of HNI Corporation (HNI), reported an award of 354 shares of Common Stock on 08/11/2025 that were recorded as acquisitions at a $0 price and increase his total beneficial ownership to 20,250 shares, held directly. The shares reflect Restricted Stock Units granted under HNI's 2021 Stock-Based Compensation Plan that convert to common stock but vest in three equal annual installments beginning on February 12, 2026, subject to his continued service on each vesting date. The Form 4 was submitted under power of attorney.

HNI Corporation director John R. Hartnett acquired 291 shares of HNI common stock on 08/12/2025 under the company’s 2017 Plan for Non-Employee Directors. The shares were issued in lieu of a quarterly board retainer fee of $12,981.51 at an effective purchase price of $44.61 per share. Following the transaction, the filing reports Mr. Hartnett’s beneficial ownership as 40,957.944 shares. The Form 4 was signed on behalf of the reporting person by a power of attorney on 08/14/2025. The disclosure is a routine insider reporting of compensation-paid-in-stock rather than an open-market purchase or sale.

Robert David Martin, a director of HNI Corp (HNI), reported an acquisition of 235 shares of HNI common stock on 08/12/2025. The shares were issued under the company’s 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees totaling $10,483.35, at an effective price of $44.61 per share. After this transaction, Mr. Martin beneficially owns 6,222 shares in a direct capacity. The Form 4 was signed on behalf of the reporting person by power of attorney and dated 08/14/2025.

On 3 Aug 2025, HNI Corporation (NYSE:HNI) signed a definitive Agreement and Plan of Merger to acquire Steelcase Inc. through a two-step reverse subsidiary merger. Each Steelcase Class A or B share will convert, at the holder’s election, into (i) 0.2192 HNI shares plus $7.20 cash (Mixed Consideration), (ii) an all-cash amount that equals the Mixed Consideration’s value, or (iii) an all-stock amount that equals the Mixed Consideration’s value; elections are prorated so the aggregate cash/stock outlay equals the Mixed Consideration. No fractional HNI shares will be issued. All outstanding Steelcase equity and cash-based awards will be cashed out or assumed and settled in cash and HNI stock on comparable terms.

To fund the transaction, HNI secured a $1,100 billion senior unsecured 364-day bridge loan commitment from JPMorgan and Wells Fargo. At closing, HNI’s board will expand from 10 to 12 directors, adding two Steelcase nominees. Key closing conditions include majority Steelcase shareholder approval, HNI share-issuance approval, SEC registration effectiveness, NYSE listing of new HNI shares, HSR clearance and absence of material adverse effects. Either party may terminate if the deal is not completed by 4 May 2026 (extendable), with break-up fees of $67 m payable by Steelcase or $71 m / $134 m by HNI under specified circumstances. A joint press release and investor presentation were filed as Exhibits 99.1 and 99.2.

HNI Corporation (HNI) – Form 4 insider transaction

Director Miguel M. Calado reported the sale of 1,743 HNI common shares on 07/24/2025 at a stated price of $53 per share. The trade was made under a Rule 10b5-1 plan adopted on 03/04/2025, indicating it was pre-scheduled. Following the sale, Calado’s direct ownership stands at 30,085.415 shares. No derivative security transactions were reported.

The filing shows an approximate reduction of about 5.5 % of Calado’s direct position (1,743 ÷ 31,828.415 pre-sale shares). Other than the transaction details, the Form 4 does not include additional financial or strategic disclosures.

HNI Corp. (HNI) – Form 4 insider activity: President & CEO Jeffrey D. Lorenger executed two small option exercises and corresponding open-market sales on 07/24/2025 under a Rule 10b5-1 plan adopted 11/06/2024.

• Exercised: 200 non-qualified options at an exercise price of $46.62, reducing his option balance to 45,850.
• Sold: 200 common shares at an average price of $53.29.
• Net effect: No change in direct share count; post-transaction direct ownership stands at 344,193.462 shares, plus 7,377.525 shares held indirectly via the Profit Sharing Retirement Plan.

The transactions represent less than 0.1 % of Mr. Lorenger’s direct holdings and appear routine, with proceeds likely used to cover taxes/costs. No material impact on share count or insider ownership structure is indicated.