Hooker Furnishings (NASDAQ: HOFT) closes $5.5M sale of PFC and SLF brands

Rhea-AI Filing Summary

Hooker Furnishings Corporation has completed the sale of its Pulaski Furniture (PFC) and Samuel Lawrence (SLF) casegoods brands, along with related specified assets and liabilities, to Magnussen Home Furnishings, Inc. under a previously signed asset purchase agreement. At closing, the company received approximately $5.5 million in cash, reflecting the estimated net book value of the transferred assets minus a holdback of about $611,000, which may be paid to the company after a 210-day holdback period, subject to potential indemnification claims. The total purchase price will be adjusted within 90 days after closing based on the final net book value calculation. Hooker Furnishings retained its Samuel Lawrence Hospitality (SLH) product line and received an exclusive, worldwide, royalty-free, fully paid license to continue using the “Samuel Lawrence Hospitality” name, while Magnussen agreed not to participate in the hospitality business in certain territories for three years. The company will report the SLH product line in its “All other” segment and has provided unaudited pro forma financial information reflecting this transaction.

Insights

Equity & corporate transactions analyst

Hooker Furnishings monetizes two casegoods brands while keeping hospitality.

Hooker Furnishings Corporation has sold its Pulaski Furniture (PFC) and Samuel Lawrence (SLF) casegoods brands and related assets and liabilities to Magnussen Home Furnishings. The company received approximately $5.5 million in cash at closing, based on the estimated net book value of the assets, less a holdback of about $611,000. The final purchase price will be adjusted within 90 days to reflect the final net book value.

The structure includes a 210-day holdback period, after which the holdback amount may be released to Hooker Furnishings, net of any indemnification claims as defined in the asset purchase agreement. This creates some contingent exposure around warranties and closing adjustments, though the mechanics are contractually defined rather than open-ended.

Strategically, the company retained its Samuel Lawrence Hospitality (SLH) product line and secured an exclusive, worldwide, royalty-free, fully paid license to continue using the “Samuel Lawrence Hospitality” name. Magnussen’s agreement not to engage in the hospitality business in the U.S. and other operating jurisdictions for three years following closing provides brand and market protection for SLH, which will now be reported in the “All other” segment. Unaudited pro forma financial information attached to the transaction should help clarify its ongoing financial impact once reviewed.

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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 12, 2025

HOOKER FURNISHINGS CORPORATION

(Exact name of registrant as specified in its charter)

Virginia		000-25349		54-0251350
(State or other jurisdiction of		(Commission File No.)		(I.R.S. Employer
incorporation or organization)				Identification No.)

440 East Commonwealth Boulevard,
Martinsville, Virginia		24112		(276) 632-2133
(Address of principal executive offices)		(Zip Code)		(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 (see General Instruction A.2. below):

☐ 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, no par value		HOFT		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.01 Completion of Acquisition or Disposition of Assets

On December 12, 2025, Hooker Furnishings Corporation (the “Company”) completed the previously announced sale of its Pulaski Furniture (“PFC“) and Samuel Lawerence (“SLF“) casegoods brands, including specified assets and liabilities related to those brands (collectively, the “Assets”), to Magnussen Home Furnishings, Inc. (“Magnussen”) pursuant to the Asset Purchase Agreement, dated as of December 1, 2025 (the “Asset Purchase Agreement”), between the Company and Magnussen. At closing, the Company received approximately $5.5 million in cash, which, in accordance with the terms of the Asset Purchase Agreement, represents the estimated net book value of the Assets at closing less a holdback amount of approximately $611,000. The holdback amount is payable to the Company within two business days after the expiration of a 210-day holdback period, less any amount relating to indemnification claims as provided for in the Asset Purchase Agreement. The total purchase price is subject to adjustment within 90 days of closing to the extent the final net book value of the Assets at closing as determined in accordance with the Asset Purchase Agreement differs from the estimated net book value of the Assets at closing referred to above.

As previously disclosed, the Company retained its Samuel Lawrence Hospitality (“SLH”) product line and Magnussen provided the Company with an exclusive, worldwide, royalty-free, fully-paid license to accommodate the Company’s continued use of the “Samuel Lawrence Hospitality” name. Magnussen also agreed not to, directly or indirectly, engage or participate in the hospitality business in the U.S. or in any jurisdiction in which the Company or any successor or assign operates for a period of three years following closing. The Company will report the SLH product line as part of its “All other” segment.

The foregoing description is qualified in its entirety by the full text of the Asset Purchase Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2025, and incorporated herein by reference.

Item 8.01 Other Events

On December 15, 2025, the Company issued a press release announcing the closing, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(b) Pro Forma Financial Information

Unaudited pro forma financial information of the Company giving effect to the transaction contemplated by the Asset Purchase Agreement is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits

Exhibits
99.1*		Press Release dated December 15, 2025.
99.2*		Unaudited Pro Forma Financial Information of Hooker Furnishings Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

2

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.

	HOOKER FURNISHINGS CORPORATION
	By:	/s/ C. Earl Armstrong III
		C. Earl Armstrong III
		Chief Financial Officer and
		Senior Vice-President – Finance
Date: December 18, 2025

3

FAQ

What transaction did Hooker Furnishings Corporation (HOFT) complete?

Hooker Furnishings Corporation completed the sale of its Pulaski Furniture (PFC) and Samuel Lawrence (SLF) casegoods brands, including specified related assets and liabilities, to Magnussen Home Furnishings, Inc. under an asset purchase agreement dated December 1, 2025.

How much cash did HOFT receive from the sale of PFC and SLF brands?

At closing, Hooker Furnishings received approximately $5.5 million in cash. This amount represents the estimated net book value of the transferred assets at closing, reduced by a holdback of about $611,000.

What is the holdback amount in the HOFT and Magnussen transaction and when is it payable?

The holdback amount is approximately $611,000. It is payable to Hooker Furnishings within two business days after the end of a 210-day holdback period, reduced by any amounts used to satisfy indemnification claims as outlined in the asset purchase agreement.

Did Hooker Furnishings retain the Samuel Lawrence Hospitality (SLH) business?

Yes. Hooker Furnishings retained its Samuel Lawrence Hospitality (SLH) product line. Magnussen granted the company an exclusive, worldwide, royalty-free, fully paid license to continue using the “Samuel Lawrence Hospitality” name, and Magnussen agreed not to compete in the hospitality business in specified jurisdictions for three years.

How will HOFT report the Samuel Lawrence Hospitality product line after the sale?

Hooker Furnishings will report the SLH product line as part of its “All other” segment, reflecting its continued operation within the company following the sale of the PFC and SLF casegoods brands.

What additional information has HOFT provided about the impact of this transaction?

The company has attached unaudited pro forma financial information as an exhibit, giving effect to the transaction contemplated by the asset purchase agreement. This information is intended to illustrate how the sale might have affected Hooker Furnishings' financial statements.

Did Hooker Furnishings issue a press release about the closing of the sale?

Yes. On December 15, 2025, Hooker Furnishings issued a press release announcing the closing of the sale, which is included as an exhibit.