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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): November
5, 2025
HNI Corporation
(Exact Name of Registrant as Specified in its Charter)
| Iowa |
001-14225 |
42-0617510 |
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
600 East Second Street
P. O. Box 1109
Muscatine, Iowa 52761-0071
(Address of principal executive offices)
(Zip Code)
(563) 272-7400
(Registrant’s telephone number, including
area code)
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 |
HNI |
New York Stock Exchange |
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.
Amendment No. 1 to Credit Agreement
On November
5, 2025 (the “Amendment Date”), HNI Corporation (the “Company”) entered into an amendment (the “Amendment”)
to its Credit Agreement (the “Existing Credit Agreement” and, as amended by the Amendment, the “Amended Credit Agreement”)
with Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) and the lenders party thereto.
The Amendment was approved by all of the lenders party to the Existing Credit Agreement.
The Amendment amends the Existing Credit Agreement
to, among other things, include a threshold of $105,000,000 with respect to the customary springing maturity dates applicable to the revolving
facility, term loan A facility and term loan B facility.
The foregoing description does not purport to
be complete and is qualified in its entirety by reference to the full and complete text of the Amendment, a copy of which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 in Item 1.01 above is incorporated by reference
into this Item 2.03.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment No. 1 to Credit Agreement, dated as of November 5, 2025, among HNI Corporation, as borrower, certain domestic subsidiaries of the Company, as guarantors, certain lenders and Wells Fargo Bank, National Association, as administrative agent. |
| 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.
| |
|
HNI CORPORATION
|
| |
|
|
| |
|
|
| Date: |
November 5, 2025 |
By |
/s/ Vincent Paul Berger II |
| |
|
|
Vincent Paul Berger II
Executive Vice President and Chief Financial Officer |
