• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Superconnector
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEW
    Legal
    Terms of usePrivacy policyCookie policy

    HNI Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    9/26/25 2:49:11 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary
    Get the next $HNI alert in real time by email
    false 0000048287 0000048287 2025-09-26 2025-09-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

    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): September 26, 2025

     

    HNI Corporation

    (Exact Name of Registrant as Specified in its Charter)

     

    Iowa   001-14225   42-0617510
    (State or other jurisdiction   (Commission   (IRS Employer
    of incorporation or organization)   File Number)   Identification No.)

     

    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:

     

    Title of each class   Trading Symbol(s)   Name of exchange on which registered
    Common Stock   HNI   New York Stock Exchange

     

    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 8.01 Other Events.

     

    On September 26, 2025, HNI Corporation (“HNI”) issued a press release announcing that, in connection with its pending acquisition (the “Acquisition”) of Steelcase Inc. (“Steelcase”), HNI commenced an offer to exchange (the “Exchange Offer”) any and all outstanding 5.125% Notes due 2029 (the “Existing Steelcase Notes” as issued by Steelcase held by Eligible Holders (as defined below)), for up to $450,000,000 aggregate principal amount of new notes to be issued by HNI (the “New HNI Notes”) and guaranteed by certain subsidiaries of the combined company (the “Guarantors”). The New HNI Notes will be secured on a first lien basis by substantially all of the tangible and intangible assets (other than certain excluded assets) of HNI and the Guarantors.

     

    In conjunction with the Exchange Offer, HNI is also soliciting consents (the “Consent Solicitation”) on behalf of Steelcase, upon the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated September 26, 2025, (the “Statement”), from Eligible Holders of the Existing Steelcase Notes to amend the Steelcase indenture dated August 7, 2006, governing the Existing Steelcase Notes (as amended, the “Existing Steelcase Indenture”), and the Existing Steelcase Notes to eliminate certain covenants and restrictive provisions from the Existing Steelcase Indenture and the Existing Steelcase Notes. Any Eligible Holder that validly delivers and does not validly revoke a consent in the Consent Solicitation in respect of Existing Steelcase Notes will be eligible to receive payment in cash of $2.50 per $1,000 principal amount of such Existing Steelcase Notes.

     

    The Exchange Offer and Consent Solicitation are being made pursuant to the terms and subject to the conditions set forth in the Statement and are conditioned, among other things, upon the consummation of the Acquisition. HNI may waive any such conditions at any time with respect to any of the Exchange Offer and Consent Solicitation. The Statement and other documents relating to the Exchange Offer and Consent Solicitation will only be distributed to holders of Existing Steelcase Notes who complete and return a letter of eligibility certifying that they are (i) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (ii) not “U.S. persons” and are outside of the United States within the meaning of Regulation S under the Securities Act and who are “non-U.S. qualified offerees” (as defined in the Statement) are authorized to receive and review the Statement (such persons, “Eligible Holders”).

     

    A copy of the press release announcing the Exchange Offer and Consent Solicitation is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

     

    This Form 8-K is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

     

     

     

    FORWARD-LOOKING STATEMENTS

     

    This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act, which involve risks and uncertainties. Any statements about HNI’s, Steelcase’s or the combined company’s plans, objectives, expectations, strategies, beliefs, or future performance or events and any other statements to the extent they are not statements of historical fact are forward-looking statements. Words, phrases or expressions such as “anticipate,” “believe,” “could,” “confident,” “continue,” “estimate,” “expect,” “forecast,” “hope,” “intend,” “likely,” “may,” “might,” “objective,” “plan,” “possible,” “potential,” “predict,” “project”, “target,” “trend” and similar words, phrases or expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are based on information available and assumptions made at the time the statements are made. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements about the benefits of the transaction between HNI and Steelcase (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts.

     

    The following Transaction-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between HNI and Steelcase; the outcome of any legal proceedings that may be instituted against HNI or Steelcase; the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which HNI and Steelcase operate; any failure to promptly and effectively integrate the businesses of HNI and Steelcase; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of HNI’s or Steelcase’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by HNI’s issuance of additional shares of its capital stock in connection with the Transaction; and the diversion of management’s attention and time to the Transaction from ongoing business operations and opportunities.

     

    Additional important factors relating to Steelcase that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters, pandemics and other Force Majeure events; cyberattacks; changes in the legal and regulatory environment; changes in raw material, commodity and other input costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in Steelcase’s most recent Annual Report on Form 10-K and its other filings with the U.S. Securities and Exchange Commission (the “SEC”).

     

    Additional important factors relating to HNI that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, HNI’s ultimate realization of the anticipated benefits of the acquisition of Kimball International; disruptions in the global supply chain; the effects of prolonged periods of inflation and rising interest rates; labor shortages; the levels of office furniture needs and housing starts; overall demand for HNI’s products; general economic and market conditions in the United States and internationally; industry and competitive conditions; the consolidation and concentration of HNI’s customers; HNI’s reliance on its network of independent dealers; change in trade policy, including with respect to tariff levels; changes in raw material, component, or commodity pricing; market acceptance and demand for HNI’s new products; changing legal, regulatory, environmental, and healthcare conditions; the risks associated with international operations; the potential impact of product defects; the various restrictions on HNI’s financing activities; an inability to protect HNI’s intellectual property; cybersecurity threats, including those posed by potential ransomware attacks; impacts of tax legislation; and force majeure events outside HNI’s control, including those that may result from the effects of climate change, a description of which risks and uncertainties and additional risks and uncertainties can be found in HNI’s most recent Annual Report on Form 10-K and its other filings with the SEC.

     

    These factors are not necessarily all of the factors that could cause HNI’s, Steelcase’s or the combined company’s actual results, performance, or achievements to differ materially from those expressed in or implied by any forward-looking statements. Other unknown or unpredictable factors also could harm HNI’s, Steelcase’s or the combined company’s results.

     

     

     

    All forward-looking statements attributable to HNI, Steelcase, or the combined company, or persons acting on HNI’s or Steelcase’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and HNI and Steelcase do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If HNI or Steelcase updates one or more forward-looking statements, no inference should be drawn that HNI or Steelcase will make additional updates with respect to those or other forward-looking statements. Further information regarding HNI, Steelcase and factors that could affect the forward-looking statements contained herein can be found in HNI’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC, and in Steelcase’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC including the section entitled “Risk Factors” in the registration statement on Form S-4 relating to the Acquisition.

     

      Item 9.01 Financial Statements and Exhibits.

     

    (d)Exhibits.

     

    Exhibit No.   Description of Exhibit
         
         
    99.1   Press Release, dated September 26, 2025, announcing the Exchange Offer and Consent Solicitation
         
    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 hereunto duly authorized.

     

    Date: September 26, 2025

     

      HNI CORPORATION
             
             
      By: /s/ Vincent Paul Berger II  
        Name: Vincent Paul Berger II  
        Title:

    Executive Vice President and

    Chief Financial Officer 

     

     

    Get the next $HNI alert in real time by email

    Crush Q3 2025 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $HNI

    DatePrice TargetRatingAnalyst
    5/16/2025$70.00Buy
    Longbow
    6/23/2023Buy
    Sidoti
    3/9/2023$34.00Neutral → Buy
    Sidoti
    8/1/2022$38.00Buy → Neutral
    Sidoti
    More analyst ratings

    $HNI
    SEC Filings

    View All

    HNI Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    8-K - HNI CORP (0000048287) (Filer)

    9/26/25 2:49:11 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    SEC Form S-4 filed by HNI Corporation

    S-4 - HNI CORP (0000048287) (Filer)

    9/12/25 7:45:17 AM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    HNI Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    8-K - HNI CORP (0000048287) (Filer)

    9/5/25 2:22:17 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    $HNI
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    HNI Corporation Commences Exchange Offer and Consent Solicitation

    MUSCATINE, Iowa, Sept. 26, 2025 (GLOBE NEWSWIRE) -- On August 4, 2025, HNI Corporation (NYSE:HNI, "HNI" or "the Corporation")) announced a definitive agreement to acquire Steelcase, Inc. (NYSE:SCS, "Steelcase")) in a cash and stock transaction (the "Acquisition"). The companies' complementary brand portfolios, dealer networks, and industry segments are expected to enhance customer reach and enable the combined company to accelerate strategic initiatives to better serve customers and drive long-term profitable growth. On a pro forma basis, the combined company had net sales of approximately $5.7 billion for the year ended December 28, 2024. HNI is targeting for the Acquisition to close in t

    9/26/25 2:39:32 PM ET
    $HNI
    $SCS
    Office Equipment/Supplies/Services
    Consumer Discretionary

    Allsteel Reimagines Showroom Experience with D.C. Design Lab

    Washington, D.C., Sept. 09, 2025 (GLOBE NEWSWIRE) -- Leading workplace innovator Allsteel has opened its Design Lab in Washington, D.C., a dynamic, hands-on environment designed to explore the future of the workplace. Reflecting the brand's "Living in Beta" philosophy, the lab operates as a living laboratory, an agile, evolving space where experimentation meets intentionality. Created in partnership with Gensler D.C., the Design Lab highlights Allsteel's deep investment in the D.C. market, bringing together physical space, research, and human-centered design to support meaningful workplace transformation.  A departure from the traditional showroom model, the D.C. Design Lab has been desi

    9/9/25 11:00:00 AM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    HNI Corporation Announces Quarterly Dividend

    HNI Corporation (NYSE:HNI) announced today its Board of Directors declared a quarterly dividend of 34 cents per share on its common stock. The dividend will be payable on September 11, 2025, to shareholders of record at the close of business on August 22, 2025. About HNI Corporation HNI Corporation (NYSE:HNI) has been improving where people live, work, and gather for more than 75 years. HNI is a manufacturer of workplace furnishings and residential building products, operating under two segments. The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands. The Residential Building Products segment

    8/11/25 4:59:00 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    $HNI
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Ex VP GL Ops, Kimball Intl Meunier Gregory A was granted 354 shares, increasing direct ownership by 2% to 20,250 units (SEC Form 4)

    4 - HNI CORP (0000048287) (Issuer)

    8/29/25 1:21:38 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    Director Hartnett John R. was granted 291 shares, increasing direct ownership by 0.72% to 40,958 units (SEC Form 4)

    4 - HNI CORP (0000048287) (Issuer)

    8/14/25 4:28:41 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    Director Roberts David Martin was granted 235 shares, increasing direct ownership by 4% to 6,222 units (SEC Form 4)

    4 - HNI CORP (0000048287) (Issuer)

    8/14/25 4:13:50 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    $HNI
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    View All

    Longbow initiated coverage on HNI with a new price target

    Longbow initiated coverage of HNI with a rating of Buy and set a new price target of $70.00

    5/16/25 8:05:11 AM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    Sidoti resumed coverage on HNI

    Sidoti resumed coverage of HNI with a rating of Buy

    6/23/23 9:13:00 AM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    HNI upgraded by Sidoti with a new price target

    Sidoti upgraded HNI from Neutral to Buy and set a new price target of $34.00

    3/9/23 9:04:20 AM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    $HNI
    Leadership Updates

    Live Leadership Updates

    View All

    HNI Corporation Appoints New Chief Financial Officer

    HNI Corporation (NYSE:HNI) announced today Marshall H. Bridges notified the Corporation on September 27, 2024, of his decision to retire as Senior Vice President and Chief Financial Officer (CFO), effective December 28, 2024. On October 1, 2024, the Board of Directors appointed Vincent Paul (VP) Berger II as Executive Vice President (EVP) and CFO, effective December 29, 2024. Mr. Berger, age 52, is a 27-year HNI member, serving as EVP and President of Hearth and Home Technologies since 2016. Mr. Berger is a certified public accountant and an experienced business executive with more than 30 years of experience in various finance, operational, and leadership roles. Following his retirement

    10/3/24 9:25:00 AM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    HNI Corporation Elects New Director

    HNI Corporation (NYSE:HNI) announced the election of David Roberts to the Corporation's Board of Directors. Mr. Roberts is the President and Chief Executive Officer, since 2018, of Verra Mobility Corporation (VRRM), a global leader in smart mobility technologies. He joined Verra Mobility in 2014 as its Chief Operating Officer. Mr. Roberts brings to the Board expertise in technology, innovation, finance, entrepreneurship, strategy, and general management developed over a 30-year career. He will join the Board's Public Policy and Corporate Governance Committee. "We are delighted to welcome David to our Board of Directors," said Jeff Lorenger, Chairman, President, and Chief Executive Offic

    6/25/24 4:30:00 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    $HNI
    Financials

    Live finance-specific insights

    View All

    HNI Corporation Announces Quarterly Dividend

    HNI Corporation (NYSE:HNI) announced today its Board of Directors declared a quarterly dividend of 34 cents per share on its common stock. The dividend will be payable on September 11, 2025, to shareholders of record at the close of business on August 22, 2025. About HNI Corporation HNI Corporation (NYSE:HNI) has been improving where people live, work, and gather for more than 75 years. HNI is a manufacturer of workplace furnishings and residential building products, operating under two segments. The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands. The Residential Building Products segment

    8/11/25 4:59:00 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    HNI Corporation to Acquire Steelcase Inc.

    Highly Complementary Brand Portfolios, Dealer Networks, and Industry Segments will Enhance Customer Reach Combined Capabilities to Drive Accretion and Accelerate Strategic Initiatives to Better Serve Customers HNI and Steelcase to Host Conference Call and Webcast at 8:30 AM ET Today HNI Corporation (NYSE:HNI) and Steelcase Inc. (NYSE:SCS) today announced that they have entered into a definitive agreement under which HNI will acquire Steelcase in a cash and stock transaction, with a total consideration of approximately $2.2 billion to Steelcase common shareholders. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20250803292459

    8/4/25 7:00:00 AM ET
    $HNI
    $SCS
    Office Equipment/Supplies/Services
    Consumer Discretionary

    HNI Corporation Reports Second Quarter 2025 Results

    Earnings and revenue grow year-over-year; 2025 outlook improves modestly  Volume growth drove strong year-over-year earnings improvement GAAP diluted EPS $1.02 (+36% YoY) / non-GAAP diluted EPS $1.11 (+41% YoY) Q2 GAAP operating margin 10.2%; non-GAAP operating margin 11.0% reaches highest Q2 level on record Elevated earnings growth visibility remains through 2026 from initiatives already underway Volume growth anticipated for full year 2025 in both segments HNI Corporation (NYSE:HNI) today announced net sales of $667.1 million and net income of $48.2 million for the second quarter ended June 28, 2025. Highlights Strong second quarter results—revenue, margins, and ear

    7/24/25 7:30:00 AM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    $HNI
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    View All

    SEC Form SC 13G/A filed by HNI Corporation (Amendment)

    SC 13G/A - HNI CORP (0000048287) (Subject)

    2/13/24 5:06:16 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    SEC Form SC 13G/A filed by HNI Corporation (Amendment)

    SC 13G/A - HNI CORP (0000048287) (Subject)

    2/12/24 3:27:20 PM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary

    SEC Form SC 13G/A filed by HNI Corporation (Amendment)

    SC 13G/A - HNI CORP (0000048287) (Subject)

    2/9/23 11:22:19 AM ET
    $HNI
    Office Equipment/Supplies/Services
    Consumer Discretionary