Hooker Furnishings Corporation filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits
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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. |
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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 | ||
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