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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):
December 5, 2025
HNI Corporation
(Exact Name of Registrant as Specified in its Charter)
| Iowa |
|
001-14225 |
|
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. |
On December 5, 2025, HNI Corporation (“HNI”)
announced the expiration and final results of the previously announced (i) offer to exchange (the “Exchange Offer”) any and
all outstanding 5.125% Notes due 2029 (the “Existing Steelcase Notes”) issued by Steelcase Inc. (“Steelcase”),
for up to $450,000,000 aggregate principal amount of new notes to be issued by HNI, and (ii) solicitation of consents (the “Consent
Solicitation”) from the eligible holders of the Existing Steelcase Notes to, among other things, eliminate certain covenants and
restrictive provisions from the Steelcase indenture dated August 7, 2006, governing the Existing Steelcase Notes (as amended and supplemented,
the “Existing Steelcase Indenture”) and the Existing Steelcase Notes (the “Proposed Amendments”).
On the early tender date and consent revocation
deadline of October 9, 2025, HNI received consents sufficient to amend the Existing Steelcase Indenture to effectuate the Proposed Amendments.
A supplemental indenture to the Existing Steelcase Indenture (the “Supplemental Indenture”) effecting the Proposed Amendments
was executed on October 9, 2025. The Proposed Amendments effectuated by the Supplemental Indenture will only become operative on the settlement
date of the Exchange Offer and the Consent Solicitation.
The Exchange Offer expired at 5:00 p.m., New York
City time, on December 5, 2025 (the “Expiration Date”), and no tenders submitted after the Expiration Date are valid.
The Exchange Offer and Consent Solicitation was
made subject to the satisfaction of certain conditions, including among other things, HNI’s acquisition of Steelcase (the “Acquisition”).
On December 5, 2025, at their respective special meetings, the requisite majorities of shareholders of HNI and Steelcase voted in favor
of approving the Acquisition. Consummation of the Acquisition is expected to occur on December 10, 2025. All other conditions set forth
in the Exchange Offer Memorandum and Consent Solicitation Statement, dated September 26, 2025 have been satisfied. The settlement of the
Exchange Offer and Consent Solicitation is expected to occur on December 10, 2025.
A copy of the press release announcing the expiration
and final results of the Exchange Offer is furnished as Exhibit 99.1, and the information contained therein is incorporated herein by
reference.
This Form 8-K is not intended to and does not constitute
an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the
solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction
in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction.
The information in this report is being furnished
pursuant to Item 7.01 of Form 8-K, including Exhibit 99.1, 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 Exchange Act and Section 27A of the Securities Act, 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 timing of the Acquisition, the
Exchange Offer and the Consent Solicitation, including the expected timing of the consummation of the Acquisition and settlement of the
Exchange Offer, and other statements that are not historical facts.
The following Acquisition-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 Acquisition does not close when expected or at all because required regulatory 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 Acquisition); the risk
that the benefits from the Acquisition 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 Acquisition 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 Acquisition; the dilution caused by HNI’s issuance of additional
shares of its capital stock in connection with the Acquisition; and the diversion of management’s attention and time to the Acquisition
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 Kimball International; 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 including the section entitled “Risk Factors” in the registration
statement on Form S-4 relating to the Acquisition.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description of Exhibit |
| |
|
|
| 99.1 |
|
Press Release, dated December 5, 2025, related to the Exchange Offer and Consent Solicitation |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* * *
SIGNATURE
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/ Vincent Paul Berger II |
|
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Name: |
Vincent Paul Berger II |
|
| |
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Title: |
Executive Vice President and
Chief Financial Officer |
|
