Amendment: HNI Corporation filed SEC Form 8-K: Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

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 10, 2025

HNI Corporation

(Exact Name of Registrant as Specified in its Charter)

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:

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. ☐

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Explanatory Note

This Amendment No. 1 to Current Report on Form 8-K/A is being filed with the Securities and Exchange Commission (the “Commission”) solely to amend and supplement Item 9.01 of the Current Report on Form 8-K filed by HNI Corporation (“HNI” or the “Company”) on December 10, 2025, regarding the completion of the acquisition by HNI of Steelcase Inc. (“Steelcase”), pursuant to the Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated as of August 3, 2025, by and among HNI, Steelcase, Geranium Merger Sub I, Inc. (“Merger Sub Inc.”) and Geranium Merger Sub II, LLC (“Merger Sub LLC”).

Item 9.01.

Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The financial statements of Steelcase as of and for the year ended February 28, 2025 are filed as Exhibit 99.2 hereto and are incorporated herein by reference. The financial statements of Steelcase as of and for the quarter ended August 29, 2025 are filed as Exhibit 99.3 hereto and are incorporated herein by reference.

(b) Pro-Forma Financial Information

The unaudited pro forma combined condensed statements of income for the year ended December 28, 2024 and the nine months ended September 27, 2025, giving effect to the Merger as if it had been consummated on December 31, 2023, the first day of the Company’s 2024 fiscal year, the unaudited pro forma combined condensed balance sheet as of September 27, 2025, giving effect to the Merger as if it had been consummated on September 27, 2025, and the related notes are attached as Exhibit 99.4 hereto and incorporated herein by reference.

(d) Exhibits

* Previously filed as an exhibit to the Original Filing.

** Certain exhibits and schedule have been omitted pursuant to Item 601(b)(2) of Regulation S-K, and HNI agrees to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request; provided that HNI may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act.

SIGNATURES

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.

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