[8-K] MillerKnoll, Inc. Reports Material Event

Rhea-AI Filing Summary

MillerKnoll amended its credit agreement to refinance its Term Loan B and adjust its senior secured financing. The company replaced its existing Term Loan B with a $550.0 million Refinanced Term Loan B, used the proceeds to repay the prior Term Loan B, and reduced aggregate Senior Facilities to $1,675.0 million from the prior $1,750.0 million package. The Senior Facilities remain guaranteed by certain wholly owned domestic subsidiaries and secured by substantially all assets, subject to exceptions.

The Refinanced Term Loan B carries variable-rate options tied to RFRs or a base rate with initial margins of 2.25% (RFR Loans) and 1.25% (ABR Loans), matures on the seven-year anniversary of closing, and amortizes quarterly at 0.25% of initial principal beginning with the quarter ending December 31, 2025. A 1.00% prepayment premium applies for certain repricing events within six months.

Positive

• Refinanced Term Loan B of $550.0 million used to repay the prior Term Loan B, simplifying the debt structure
• Aggregate Senior Facilities reduced to $1,675.0 million from $1,750.0 million
• Seven-year maturity on the Refinanced Term Loan B provides extended tenor
• Facilities are guaranteed and secured by substantially all assets and certain domestic subsidiaries, supporting creditor protections

Negative

• Quarterly amortization (0.25% starting Dec 31, 2025) creates scheduled cash outflows
• Interest rates are variable (RFR or ABR) with margins tied to leverage, exposing cost to market movements
• 1.00% prepayment premium applies for certain repricing events during the first six months, limiting near-term repricing flexibility
• Aggregate facility size reduced by $75.0 million, which could constrain available capacity relative to prior levels

Insights

Financial Analyst

Refinancing extends Term Loan B life, reduces total facility size modestly while keeping broad collateral support.

The amendment replaces the prior Term Loan B with a $550.0 million Refinanced Term Loan B, lowering aggregate Senior Facilities to $1,675.0 million. Interest can be priced at RFR-based rates or ABR with initial margins of 2.25% and 1.25% respectively, and amortization begins late 2025 at modest quarterly amounts. The facilities remain secured and guaranteed, preserving creditor protection.

Credit Specialist

Transaction materially reshapes the company’s secured term debt structure and changes administrative agent roles.

The Refinanced Term Loan B replaces the prior tranche and is administered by a successor agent, with outstanding borrowings of $550.0 million. The seven-year maturity and scheduled quarterly amortization provide a defined repayment path, while the 1.00% repricing prepayment premium in the first six months and leverage‑sensitive margins affect refinancing flexibility and funding cost sensitivity.

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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

August 7, 2025

Date of Report (date of earliest event reported)

__________________________________________

MillerKnoll, Inc.

(Exact Name of Registrant as Specified in Charter)

Michigan			001-15141			38-0837640
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

855 East Main Avenue

Zeeland, MI 49464

(Address of principal executive offices and zip code)

(616) 654-3000

(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 each exchange on which registered
Common Stock, par value $0.20 per share			MLKN			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 (§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 1.01     Entry into a Material Definitive Agreement.

On August 7, 2025 (the “Closing Date”), MillerKnoll, Inc., a Michigan corporation (the “Company”), entered into an Amendment No. 4 to Credit Agreement (the “Amendment”) by and among the Company, certain subsidiaries of the Company party thereto, the Lenders (as defined below) party thereto, Goldman Sachs Bank USA, as administrative agent for the Existing Term Loan B Facility (as defined below), collateral agent, resigning administrative agent for the Existing Term Loan B Facility, and resigning collateral agent (in such capacities, the “Resigning Agent”), and Wells Fargo Bank, National Association, as administrative agent for the Pro Rata Facilities (as defined below), successor administrative agent for the Refinanced Term Loan B Facility (as defined below), and successor collateral agent (in such capacities, the “Successor Agent”; together with the Resigning Agent, collectively, the “Agents”), which amends that certain Credit Agreement, dated as of July 19, 2021 (as amended prior to the Closing Date, the “Existing Agreement”; the Existing Agreement as amended by the Amendment, the “Credit Agreement”), among the Company, the lenders and other parties from time to time party thereto (the “Lenders”), and the Agents, which Existing Agreement provides for senior secured financing of $1,750.0 million, consisting of a term loan A facility (the “Existing Term Loan A Facility”) in an aggregate principal amount of $400.0 million, a term loan B facility (the “Existing Term Loan B Facility”) in an aggregate principal amount of $625.0 million and a revolving credit facility (the “Existing Revolving Credit Facility” in an aggregate principal amount of up to $725.0 million and including a letter of credit sub-facility of up to $50.0 million. The Existing Revolving Credit Facility and the Existing Term Loan A Facility are together the "Pro Rata Facilities".

The Amendment amended the Existing Agreement to, among other things, (i) refinance and extend the Existing Term Loan B Facility with a new term loan B facility (the “Refinanced Term Loan B Facility”) in an aggregate principal amount of $550.0 million and (ii) replace the Resigning Agent, in its capacities as administrative agent for the Existing Term Loan B Facility and collateral agent, with the Successor Agent, in its capacities as administrative agent for the Refinanced Term Loan B Facility and collateral agent. The Refinanced Term Loan B Facility and Pro Rata Facilities are together the “Senior Facilities”.

Proceeds of the loans borrowed under the Refinanced Term Loan B Facility on the Closing Date were used to repay the Existing Term Loan B Facility and to pay related fees and expenses. As of the Closing Date, after giving effect to the Refinanced Term Loan B Facility and all borrowings on the Closing Date, the Credit Agreement provided for Senior Facilities in an aggregate principal amount of $1,675.0 million. The Refinanced Term Loan B Facility had outstanding borrowings in an aggregate principal amount of $550.0 million.

The Senior Facilities are guaranteed by certain of the Company’s wholly owned domestic subsidiaries and are secured by substantially all assets of the Company and of each subsidiary guarantor, in each case subject to certain exceptions.

Borrowings under the Refinanced Term Loan B Facility bear interest at a rate per annum equal to, at the Company’s option, either (x)(1) Term SOFR or Daily Simple SOFR for loans denominated in U.S. dollars or (2) Daily SONIA for loans denominated in pounds sterling (in each case, subject to a 0.00% floor) (such loans, collectively, “RFR Loans”) or (y) a base rate (such loans, “ABR Loans”), in each case plus an applicable margin of, initially, 2.25% for RFR Loans and 1.25% for ABR Loans. The applicable margin for borrowings under the Refinanced Term Loan B Facility varies depending on the Company’s first lien secured net leverage ratio.

The Refinanced Term Loan B Facility matures on the seven-year anniversary of the Closing Date and amortizes in equal quarterly installments at the end of each calendar quarter, starting with the calendar quarter ending December 31, 2025, of 0.25% of the initial principal amount of the Refinanced Term Loan B Facility.

The Company may generally prepay outstanding loans under the Refinanced Term Loan B Facility at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to RFR Loans, provided, however, that prepayments of the Refinanced Term Loan B Facility in connection with certain “repricing events” resulting in a lower yield occurring at any time during the first six months after the Closing Date must be accompanied by a 1.00% prepayment premium.

The foregoing description of the Amendment, the Credit Agreement, and the Senior Facilities is not intended to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No. Description

4.1			Amendment No. 4 to Credit Agreement, dated as of August 7, 2025, by and among MillerKnoll, Inc., certain subsidiaries of MillerKnoll, Inc. party thereto, the lenders and other parties party thereto, Goldman Sachs Bank USA, as existing administrative agent for the term loan b facility, existing collateral agent, resigning administrative agent for the term loan b facility, and resigning collateral agent, and Wells Fargo Bank, National Association, as administrative agent for the pro rata facilities, successor administrative agent for the 2025 term loan b facility, and successor collateral agent.
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 thereunto duly authorized.

Date:

August 11, 2025

MillerKnoll, Inc.

By:

/s/ Jeffrey M. Stutz

Jeffrey M. Stutz Chief Financial Officer

FAQ

What did MillerKnoll (MLKN) announce in this 8-K?

The company entered into Amendment No. 4 to its Credit Agreement, refinancing the Term Loan B and replacing the administrative agent for that facility.

How large is the Refinanced Term Loan B?

The Refinanced Term Loan B has an aggregate principal amount of $550.0 million and outstanding borrowings of the same amount as of closing.

What is the total amount of Senior Facilities after the amendment?

After giving effect to the amendment, Senior Facilities total $1,675.0 million in aggregate principal amount.

What interest rates and margins apply to the Refinanced Term Loan B?

Borrowings may be elected as RFR Loans (Term/Daily SOFR or Daily SONIA) or ABR Loans, with initial applicable margins of 2.25% for RFR Loans and 1.25% for ABR Loans.

When does the Refinanced Term Loan B mature and how does it amortize?

The Refinanced Term Loan B matures on the seven-year anniversary of the closing and amortizes in equal quarterly installments of 0.25% of initial principal, beginning with the quarter ending December 31, 2025.

Are the Senior Facilities secured or guaranteed?

Yes; the Senior Facilities are guaranteed by certain wholly owned domestic subsidiaries and secured by substantially all assets of the company and each subsidiary guarantor, subject to exceptions.