Every 8-K that Hni Corp (HNI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HNI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HNI filings page.
HNI Corporation (HNI) disclosed that its Board of Directors approved an additional expenditure of up to $200 million for repurchases of its outstanding Common Stock under the existing share repurchase program. As of August 17, 2026, HNI had $84.3 million of remaining authorization under this program.
Following the Board’s action, total share repurchase authorization under the program increased to $284.3 million. The program has no expiration date, does not require HNI to repurchase any shares, and its authorization may be terminated, increased, or decreased by the Board at any time.
HNI Corporation reported second quarter 2026 net sales of $1,472.4 million, up 121% from $667.1 million, driven primarily by the December 2025 Steelcase acquisition; organic net sales rose 0.1%. Net income was $51.1 million. GAAP diluted EPS was $0.70, down 31.4%, while non-GAAP diluted EPS was $1.27, up 14.4%.
Workplace Furnishings net sales increased to $1,323.7 million (157% growth; 0.6% organic), with GAAP operating margin contracting to 7.7% and non-GAAP margin to 10.7% due to Steelcase-related costs, purchase accounting, and restructuring. Residential Building Products net sales declined 1.6% to $148.7 million, but non-GAAP operating margin expanded to 20.4%.
The company highlights net tariff benefits, productivity gains, and ongoing cost actions. Management now expects 2026 non-GAAP EPS growth of 20–25% including net tariff impacts, and projects nearly $30 million in network optimization savings through 2028 plus at least $120 million of Steelcase-related synergies at full maturity, supported by improving order trends and reduced net debt.
HNI Corporation refinanced its term debt by entering into Amendment No. 3 to its Credit Agreement, creating a new $498.75 million tranche of term loans maturing in 2032. The proceeds were used to repay all outstanding Initial Tranche B Term Loans.
The new Replacement Term Loans amortize at 1.00% per year, with the first principal installment due on or about September 30, 2026. Interest margins under the amended facility are set at 1.75% for SOFR-based loans and 0.75% for Alternate Base Rate loans, reflecting the updated pricing on HNI’s long-term borrowing.
HNI Corporation updated its change in control protections for Executive Vice President and Chief Financial Officer Vincent P. Berger II and reported voting results from its 2026 annual shareholder meeting. A new Change in Control Employment Agreement, effective June 1, 2026, replaces a similar agreement that expires the same day and continues the existing “double trigger” structure, requiring both a change in control and a qualifying termination before severance benefits are paid, without any excise tax gross-up. At the annual meeting, shareholders elected directors John R. Hartnett, Larry B. Porcellato, and Dhanusha Sivajee to terms expiring at the 2029 meeting, with support ranging from about 54.9 million to 56.2 million votes. Shareholders also ratified KPMG LLP as independent auditor and approved, on an advisory basis, the Corporation’s named executive officer compensation. The meeting was held with 71,992,908 shares eligible to vote and 63,426,629 shares present or represented by proxy.
HNI Corporation reported first quarter 2026 results showing strong acquisition-driven growth but lower profitability. Net sales rose to $1.35 billion, up 125% year-over-year, largely from the Steelcase acquisition; on an organic basis, net sales fell 3.2%. The company posted a GAAP net loss of $38.8 million, or $(0.55) per diluted share, versus EPS of $0.29 a year earlier, reflecting purchase accounting, restructuring, and acquisition costs. Non-GAAP diluted EPS was $0.34, down from $0.44.
Workplace Furnishings sales increased 169% to $1.19 billion, but organic sales declined and margins contracted, while Residential Building Products delivered 2.1% sales growth and margin expansion to 17.6%. Management expects low-single digit organic net sales growth in both segments for 2026 and mid-teens growth in diluted non-GAAP EPS, targeting a fifth straight year of double-digit non-GAAP EPS growth. Steelcase integration synergies and legacy network optimization are projected to exceed $150 million in total savings, or about $1.50 in diluted non-GAAP EPS when fully mature.
HNI Corporation filed an amendment to provide full financial detail on its completed acquisition of Steelcase Inc., which closed on December 10, 2025. The filing adds Steelcase’s audited and interim financial statements and unaudited pro forma combined results that show how the merged company would have looked historically.
Estimated preliminary purchase consideration totals $1,922.3 million, reflecting a mix of cash and HNI stock based on an HNI share price of $40.22 and $7.20 cash per Steelcase share. Former Steelcase holders are expected to own about 35% of the combined company, with legacy HNI holders at roughly 65%.
HNI records $497.7 million of goodwill and $590.0 million of identifiable intangible assets, plus fair-value step‑ups of $290.0 million to property and equipment and $4.0 million to inventory. Pro forma 2024 combined net sales are $5,687.8 million with net income of $75.5 million, equating to basic earnings per share of $1.04 and diluted earnings per share of $1.00. For the nine months ended September 27, 2025, pro forma net sales are $4,410.3 million and net income is $143.0 million, or basic and diluted earnings per share of $2.00 and $1.93, respectively.
HNI Corporation reported strong 2025 growth alongside the closing of its Steelcase acquisition. Full-year net sales rose to $2.8 billion, up 12.4% year-over-year. GAAP diluted EPS fell to $1.11 from $2.88, largely reflecting $94.6 million of Steelcase-related acquisition costs, restructuring, and divestiture impacts.
On a non-GAAP basis, diluted EPS increased 13.1% to $3.46, marking a fourth straight year of double-digit growth. Fourth-quarter net sales were $888.4 million, up 38.3%, with GAAP EPS at -$0.94 and non-GAAP EPS at $0.83. Management completed the Steelcase deal late in the year and targets $120 million in synergies and $1.20 of non-GAAP EPS accretion when fully mature.
For 2026, HNI expects modest organic revenue growth in both segments but, including Steelcase, projects consolidated net sales will more than double and first-quarter revenue to rise by more than 130% year-over-year. The company also anticipates a fifth consecutive year of double-digit non-GAAP EPS growth, with faster gains in the second half.
HNI Corporation reported that it has adopted an operational improvement plan for its workplace furnishings business. The plan, effective January 8, 2026, is aimed at reducing structural costs and streamlining how the company fulfills orders for customers in this segment.
The company disclosed this initiative in connection with items related to operational changes and their financial impact and furnished a press release as an exhibit providing further details.
HNI Corporation completed its previously announced acquisition of Steelcase Inc., making Steelcase a wholly owned subsidiary through a two-step merger structure. To finance the transaction, HNI amended its credit agreement to add a new $500,000,000 term loan B facility and reduced its existing term loan A facility to $350,000,000. HNI also completed an exchange offer for Steelcase’s 5.125% notes due 2029, issuing $350,979,000 of new 5.125% senior secured notes due January 18, 2029.
Steelcase shareholders received a mix of HNI stock and cash, with elections including 0.2192 HNI shares plus $7.20 in cash, all-cash-heavy consideration of $16.19 plus a small stock component, or 0.3940 HNI shares per Steelcase share. The HNI board was expanded to 12 members, adding former Steelcase directors Timothy C. E. Brown and Linda K. Williams, bringing design and large-cap technology finance experience to HNI’s governance.
HNI Corporation reported the expiration and final results of its previously announced exchange offer for Steelcase Inc.’s 5.125% Notes due 2029, under which up to $450,000,000 aggregate principal amount of new HNI notes may be issued. The offer and related consent solicitation sought to amend the 2006 Steelcase indenture by removing certain covenants and restrictive provisions.
On the early tender and consent deadline of October 9, 2025, HNI received enough consents to execute a supplemental indenture, which will become operative on settlement. On December 5, 2025, shareholders of both HNI and Steelcase approved HNI’s acquisition of Steelcase, and the companies expect the acquisition and the settlement of the exchange offer and consent solicitation to occur on December 10, 2025, subject to remaining conditions.
HNI Corporation reported that its shareholders approved the merger agreement for its proposed acquisition of Steelcase Inc. at a special meeting held on December 5, 2025. As of the October 14, 2025 record date, 45,843,684 shares of HNI common stock were outstanding, and 40,111,321 shares, or about 87.50% of those entitled to vote, were represented at the meeting, constituting a quorum.
The proposal received 38,748,318 votes for, 1,244,396 against, and 118,607 abstentions, providing the necessary shareholder approval for the transaction structure under which Steelcase will become a wholly owned subsidiary of HNI through a two-step merger. HNI and Steelcase also announced that all required shareholder approvals for the transaction have been obtained and that the deal is expected to close on December 10, 2025, subject to the satisfaction or waiver of customary closing conditions.
HNI Corporation filed an update on its planned acquisition of Steelcase Inc., announcing that Steelcase shareholders must choose their preferred mix of cash or stock merger consideration by 5:00 p.m. Eastern Time on December 4, 2025.
The filing explains that the HNI common stock reference price used to determine consideration for all‑cash or all‑stock elections will be the volume‑weighted average closing price of HNI common stock over 10 consecutive trading days, ending on the second full trading day before the transaction closes.
Completion of the deal remains conditional on approvals from both HNI and Steelcase shareholders and other customary closing conditions, and the companies remind investors that detailed information is available in the effective Form S‑4 registration statement and joint proxy statement/prospectus filed with the SEC.
HNI Corporation entered into Amendment No. 1 to its Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party to the agreement. All lenders approved the amendment.
The amendment establishes a $105,000,000 threshold related to the customary springing maturity dates for the company’s revolving facility, term loan A facility, and term loan B facility. The company also reported this under the creation of a direct financial obligation. The full amendment is filed as Exhibit 10.1.
HNI Corporation reported a key regulatory milestone for its pending merger with Steelcase Inc. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired at 11:59 p.m. Eastern time on October 31, 2025, satisfying one of the conditions to close the transaction under the previously announced merger agreement.
The deal is not yet complete. Closing remains subject to other customary conditions, including required shareholder approvals. HNI has filed a Form S-4 registration statement to register shares to be issued in the transaction; the registration statement has not been declared effective, and a definitive joint proxy statement/prospectus will be sent to shareholders once available. The update was furnished under Item 7.01 and is not deemed filed for liability purposes.
HNI Corporation filed a current report to share that it has released its financial results for the third fiscal quarter ended September 27, 2025. The company announced these results in a press release dated October 28, 2025.
The press release is attached as Exhibit 99.1 and is treated as information that is being furnished, rather than filed, under securities laws. This means it is not automatically subject to certain liability provisions and is not incorporated into other securities filings unless HNI specifically chooses to do so.
HNI Corporation extended the expiration of its exchange offer and consent solicitation tied to its pending acquisition of Steelcase. The offer seeks to exchange any and all outstanding Steelcase 5.125% Notes due 2029 for up to $450,000,000 aggregate principal amount of new HNI notes. The expiration moved from 5:00 p.m. New York City time on October 27, 2025, to 5:00 p.m. New York City time on December 5, 2025, and may be further extended. Settlement is expected within five business days after the Expiration Date.
The consent solicitation aims to eliminate certain covenants and restrictive provisions in the Steelcase indenture. A supplemental indenture was executed on October 9, 2025, and will become operative on the settlement date. The exchange offer and consent solicitation are made under a September 26, 2025 statement and are conditioned, among other things, on consummation of the acquisition. Materials are available only to qualified institutional buyers under Rule 144A or certain non‑U.S. offerees under Regulation S.
HNI Corporation filed a Form 8-K reporting a material event and attached a press release dated October 10, 2025 related to an Exchange Offer and Consent Solicitation. The filing header shows the registrant's address in Muscatine, Iowa, and the cover page interactive data file is included as an Inline XBRL exhibit. The form is signed by Vincent Paul Berger II as indicated on the filing. The filing text provided here contains exhibit references but does not include the press release text or the terms of the exchange offer.
HNI Corporation filed an update on its pending acquisition of Steelcase Inc., announcing it has begun an exchange offer for any and all outstanding 5.125% Notes due 2029 issued by Steelcase. These notes held by certain institutional and non‑U.S. investors may be exchanged for up to $450,000,000 aggregate principal amount of new HNI notes, which will be guaranteed by certain subsidiaries of the combined company and secured by substantially all of their assets, subject to exclusions.
Alongside the exchange offer, HNI is conducting a consent solicitation to amend the existing Steelcase indenture and notes to remove certain covenants and restrictive provisions. Eligible holders who provide and do not revoke consents will receive $2.50 in cash per $1,000 principal amount of existing notes. Both the exchange offer and consent solicitation are made only under a confidential offering memorandum to eligible holders and are conditioned, among other things, on completion of the Steelcase acquisition.
HNI Corporation entered into a new senior secured Credit Agreement providing a $425,000,000 revolving credit facility, a term loan A facility of up to $500,000,000, and a term loan B facility expected to be up to $800,000,000 on the merger closing date.
These loans may be used to fund the proposed acquisition of Steelcase Inc., refinance existing debt of both companies, and pay related fees and expenses. The revolving and term loan A facilities generally mature on the fifth anniversary of the merger closing, while the term loan B facility matures on the seventh anniversary, all with scheduled amortization and optional prepayments.
Interest on the revolving and term loan A borrowings is based on either an alternate base rate or term SOFR plus a leverage-based margin, with customary financial covenants, leverage and interest coverage tests, and standard events of default that allow lenders to accelerate obligations if triggered.
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.