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 Corp (HNI) disclosed an insider stock acquisition by a director. On 11/06/2025, the director acquired 263 shares of common stock at $39.78 per share, increasing direct holdings to 6,485 shares.
The shares were issued under the company’s 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $10,462.14. This reflects compensation paid in stock rather than a market purchase.
HNI Corp reported a director’s Form 4 showing an acquisition of common stock. On 11/06/2025, the director acquired 326 shares at $39.78 per share. The filing notes these shares were issued under the company’s 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $12,986.28. Following the transaction, the director beneficially owns 41,283.944 shares, held directly.
FMR LLC and Abigail P. Johnson filed a Schedule 13G reporting a passive stake in HNI Corp. They disclosed beneficial ownership of 2,832,363.88 shares of common stock, representing 6.2% of the class as of 09/30/2025.
FMR reported 2,818,233.00 shares with sole voting power and 2,832,363.88 shares with sole dispositive power, with no shared voting or dispositive power. Johnson is listed with the same 2,832,363.88 shares with sole dispositive power and no voting power. The certification states the securities were acquired and are held in the ordinary course and not to change or influence control.
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 Q3 results and detailed progress on its pending acquisition of Steelcase. Net sales were $683.8 million, up slightly from $672.2 million a year ago. Net income was $41.2 million versus $47.5 million, and diluted EPS was $0.88 versus $0.98. For the first nine months, sales reached $1,950.6 million with net income of $103.4 million. Operating cash flow strengthened to $198.9 million year‑to‑date.
HNI entered a definitive agreement to acquire Steelcase for consideration currently valued at approximately $2.1 billion, expected to close before the end of 2025, with stock-and-cash election mechanics and related financing in place. Year‑to‑date, the company recorded $8.3 million in transaction expenses in SG&A and $1.4 million in interest expense tied to the deal. HNI also divested its HNI India business for $8.1 million net proceeds, recognizing a $6.6 million pre‑tax loss. Long‑term debt was $324.2 million at quarter‑end, and the company paid a quarterly cash dividend of $0.34 per share. Shares outstanding were 45,831,261 as of September 27, 2025.
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 Amendment No. 2 to a Form S-4 for its proposed acquisition of Steelcase Inc., seeking shareholder approval to issue HNI shares as merger consideration.
Each Steelcase share will receive mixed consideration of $7.20 in cash plus 0.2192 shares of HNI, with elections to take all‑cash or all‑stock subject to automatic adjustment so total cash and shares equal the mixed package across all holders. Illustrative values show the package at $18.30 per Steelcase share when HNI closed at $50.62 on August 1, 2025 and $16.89 when HNI closed at $44.20 on October 15, 2025. Based on fully diluted shares at signing, former Steelcase holders are expected to own about 36% of HNI, and existing HNI holders about 64%, after closing.
Completion requires approvals at virtual special meetings of both companies and antitrust clearance under the HSR Act; the waiting period is set to expire at 11:59 p.m. Eastern on October 31, 2025, unless extended or terminated earlier. Neither HNI nor Steelcase shareholders have appraisal or dissenters’ rights. The merger agreement includes termination fees: $67 million payable by Steelcase in specified cases and $71 million or $134 million payable by HNI in specified cases.