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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 3, 2025 (October 31, 2025)
HNI Corporation
(Exact Name of Registrant as Specified in its Charter)
| Iowa |
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001-14225 |
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42-0617510 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation or organization) |
|
File Number) |
|
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)
Not Applicable
(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 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 7.01 |
Regulation FD Disclosure. |
As previously disclosed, on August 3, 2025, HNI
Corporation (“HNI”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Steelcase Inc.,
Geranium Merger Sub I, Inc. and Geranium Merger Sub II, LLC.
At 11:59 p.m. Eastern time on October 31, 2025,
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), expired. The expiration
of the HSR Act waiting period is a condition to the closing of the transactions contemplated by the Merger Agreement. The completion of
the transaction is subject to the satisfaction or waiver of certain other customary conditions, including the required shareholder approvals.
The information in this report is being furnished
pursuant to Item 7.01 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference
in any filing under the Securities Act, as amended, or the Exchange Act.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which involve
risks and uncertainties. Any statements about HNI’s, Steelcase’s or the combined company’s plans, objectives, expectations,
strategies, beliefs, or future performance or events and any other statements to the extent they are not statements of historical fact
are forward-looking statements. Words, phrases or expressions such as “anticipate,” “believe,” “could,”
“confident,” “continue,” “estimate,” “expect,” “forecast,” “hope,”
“intend,” “likely,” “may,” “might,” “objective,” “plan,” “possible,”
“potential,” “predict,” “project”, “target,” “trend” and similar words, phrases
or expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. Forward-looking
statements are based on information available and assumptions made at the time the statements are made. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking
statements. Forward-looking statements in this communication include, but are not limited to, statements about the benefits of the transaction
between HNI and Steelcase (the “Transaction”), including future financial and operating results, the combined company’s
plans, objectives, expectations and intentions, and other statements that are not historical facts.
The following Transaction-related factors, among
others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence
of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive
merger agreement between HNI and Steelcase; the outcome of any legal proceedings that may be instituted against HNI or Steelcase; the
possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and
other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals
may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction);
the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a
result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy,
trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and
business areas in which HNI and Steelcase operate; any failure to promptly and effectively integrate the businesses of HNI and Steelcase;
the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or
events; reputational risk and potential adverse reactions of HNI’s or Steelcase’s customers, employees or other business partners,
including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by HNI’s issuance
of additional shares of its capital stock in connection with the Transaction; and the diversion of management’s attention and time
to the Transaction from ongoing business operations and opportunities.
Additional important factors relating to Steelcase
that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, competitive
and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters, pandemics
and other Force Majeure events; cyberattacks; changes in the legal and regulatory environment; changes in raw material, commodity and
other input costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in Steelcase’s
most recent Annual Report on Form 10-K and its other filings with the U.S. Securities and Exchange Commission (the “SEC”).
Additional important factors relating to HNI that
could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, HNI’s
ultimate realization of the anticipated benefits of the acquisition of Steelcase; disruptions in the global supply chain; the effects
of prolonged periods of inflation and rising interest rates; labor shortages; the levels of office furniture needs and housing starts;
overall demand for HNI’s products; general economic and market conditions in the United States and internationally; industry and
competitive conditions; the consolidation and concentration of HNI’s customers; HNI’s reliance on its network of independent
dealers; change in trade policy, including with respect to tariff levels; changes in raw material, component, or commodity pricing; market
acceptance and demand for HNI’s new products; changing legal, regulatory, environmental, and healthcare conditions; the risks associated
with international operations; the potential impact of product defects; the various restrictions on HNI’s financing activities;
an inability to protect HNI’s intellectual property; cybersecurity threats, including those posed by potential ransomware attacks;
impacts of tax legislation; and force majeure events outside HNI’s control, including those that may result from the effects of
climate change, a description of which risks and uncertainties and additional risks and uncertainties can be found in HNI’s most
recent Annual Report on Form 10-K and its other filings with the SEC.
These factors are not necessarily all of the factors
that could cause HNI’s, Steelcase’s or the combined company’s actual results, performance, or achievements to differ
materially from those expressed in or implied by any forward-looking statements. Other unknown or unpredictable factors also could harm
HNI’s, Steelcase’s or the combined company’s results.
All forward-looking statements attributable to
HNI, Steelcase, or the combined company, or persons acting on HNI’s or Steelcase’s behalf, are expressly qualified in their
entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and HNI and
Steelcase do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information
or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required
by applicable law. If HNI or Steelcase updates one or more forward-looking statements, no inference should be drawn that HNI or Steelcase
will make additional updates with respect to those or other forward-looking statements. Further information regarding HNI, Steelcase and
factors that could affect the forward-looking statements contained herein can be found in HNI’s Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q, and its other filings with the SEC, and in Steelcase’s Annual Report on Form 10-K, its Quarterly
Reports on Form 10-Q, and its other filings with the SEC.
No Offer or Solicitation
This communication is not an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information and Where to Find It
In connection with the Transaction, HNI has filed
with the SEC a Registration Statement on Form S-4 (SEC File No. 333-290205) to register the shares of HNI common stock to be issued in
connection with the Transaction. The Registration Statement includes a preliminary joint proxy statement of HNI and Steelcase that also
constitutes a preliminary prospectus of HNI. The registration statement has not been declared effective by the SEC. The definitive joint
proxy statement/prospectus will be sent to the shareholders of each of HNI and Steelcase.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING HNI, STEELCASE, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC by HNI or Steelcase through the website maintained by the SEC at http://www.sec.gov
or from HNI at its website, www.hnicorp.com, or from Steelcase at its website, www.steelcase.com (information included on or accessible
through either of HNI’s or Steelcase’s website is not incorporated by reference into this communication).
Participants in the Solicitation
HNI, Steelcase, their respective directors and
certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in connection with the
Transaction under the rules of the SEC. The preliminary joint proxy statement/prospectus filed with the SEC as part of the Registration
Statement on Form S-4 in connection with the Transaction includes information about the interests of the directors and executive officers
of HNI and Steelcase and other persons who may be deemed to be participants in the solicitation of proxies in connection with the Transaction
and a description of their direct and indirect interests, by security holdings or otherwise. Information about the directors and executive
officers of HNI and their ownership of HNI common stock is set forth in the definitive proxy statement for HNI’s 2025 Annual Meeting
of Shareholders, filed with the SEC on March 11, 2025; in Table I (Information about our Executive Officers) at the end of Part I of HNI’s
Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the SEC on February 25, 2025; in HNI’s Current
Report on Form 8-K filed with the SEC on June 20, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of
changes in beneficial ownership filed with the SEC by HNI’s directors and executive officers; and in other documents filed by HNI
with the SEC. Information about the directors and executive officers of Steelcase and their ownership of Steelcase common stock can be
found in Steelcase’s definitive proxy statement in connection with its 2025 Annual Meeting of Shareholders, filed with the SEC on
May 28, 2025; under the heading “Supplementary Item. Information About Our Executive Officers” in Steelcase’s Annual
Report on Form 10-K for the fiscal year ended February 28, 2025, filed with the SEC on April 18, 2025; in Steelcase’s Amendment
No. 1 to Current Report on Form 8-K/A filed with the SEC on July 11, 2025; in the Form 3 and Form 4 statements of beneficial ownership
and statements of changes in beneficial ownership filed with the SEC by Steelcase’s directors and executive officers; and in other
documents filed by Steelcase with the SEC. Free copies of the documents referenced in this paragraph may be obtained as described above
under the heading “Important Information and Where to Find It.”
* * *
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.
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HNI CORPORATION |
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By: |
/s/ Steven M. Bradford |
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Name: |
Steven M. Bradford |
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Title: |
Senior Vice President, General Counsel and Secretary
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