FLXS 8-K
Flexsteel Industries Inc (FLXS)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 April 26, 2026, Flexsteel Industries, Inc. (the “Company”) entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with F. Brooks Bertsch, a director of the Company, and certain family related entities listed on Schedule 1 thereto (the “Stockholders”) for the purchase by the Company of 1,279,870 shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”) from the Stockholders in a privately-negotiated transaction at a purchase price of $47.00 per share and for a total purchase price of approximately $60.2 million. The purchase price represents a 2.5% discount to the closing price for the Common Stock on April 24, 2026. The Stockholders have informed the Company that they are entering into the Stock Repurchase Agreement in order to diversify their investment portfolios for financial planning purposes. The Stock Repurchase Agreement contains customary representations and warranties and covenants, and the transaction closed on April 28, 2026.
A Special Committee of the Board of Directors (the “Board”) comprised solely of independent directors recommended to the Board the approval of the Stock Repurchase Agreement and the Board, with F. Brooks Bertsch recusing himself, approved the Stock Repurchase Agreement. The purchase was funded through cash and available borrowings under the Company’s revolving credit facility. The shares purchased by the Company represent approximately 24% of the issued and outstanding shares of Common Stock of the Company immediately prior to the transaction. The transactions under the Stock Repurchase Agreement are supplemental to the Company’s previously announced stock repurchase program and do not impact the amount of permitted repurchases thereunder.
The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Stock Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of F. Brooks Bertsch as a Director
F. Brooks Bertsch resigned from the Board pursuant to the terms of the Stock Repurchase Agreement. The resignation was effective as of April 28, 2026. Mr. Bertsch has confirmed to the Company’s Board that his resignation is not the result of any disagreement on any matter relating to the Company’s operations, policies or practices.
Item 7.01 Regulation FD Disclosure.
On April 27, 2026, the Company issued a press release announcing the matters set forth in Items 1.01 and 5.02 of this Current Report on Form 8-K. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits
Exhibit No. |
Description |
Press Release by Flexsteel Industries, Inc. dated April 27, 2026 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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FLEXSTEEL INDUSTRIES, INC. |
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Date: |
April 28, 2026 |
By: |
/s/ Michael J. Ressler |
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Michael J. Ressler |
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of April 2026, by and among Flexsteel Industries, Inc., a Minnesota corporation (the “Company”), F. Brooks Bertsch (“Brooks Bertsch”) and the entities set forth on Schedule 1 hereto (each a “Seller” and together the “Sellers”).
PRELIMINARY STATEMENTS
A. Sellers currently hold shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”), as set forth on Schedule 1 hereto.
B. A special committee (the “Special Committee”) of the Board of Directors of the Company (the “Board”) comprised solely of independent directors of the Company, and excluding Brooks Bertsch, has, at a duly convened and held meeting and based on, among other things, a fairness opinion issued by the financial advisor to the Special Committee, unanimously determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company and its shareholders (other than the Sellers) and recommended that the Board approve the entry by the Company into this Agreement and the consummation of the transactions contemplated hereby (the “Special Committee Recommendation”).
C. The Board (with Brooks Bertsch having recused himself from any consideration, discussion or voting with respect thereto, and having previously disclosed to the Board his relationship to each of the Sellers) has, at a duly convened and held meeting, acting on the Special Committee Recommendation, unanimously determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of the Company and its shareholders (other than the Sellers) and approved the entry into this Agreement by the Company and the consummation of the transactions contemplated hereby.
D. Each of the Sellers is willing to sell the Shares owned by such Seller to the Company in a privately negotiated transaction as set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, each Sellers, severally (only with respect to itself) and not jointly, Brooks Bertsch and the Company agree as follows:
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To Brooks Bertsch, at the address set across from the name of the F. Brooks Bertsch Declaration of Trust dtd 10/21/2019 on Schedule 1 hereto, with a copy (which shall not constitute notice) to:
Barack Ferrazzano
200 W Madison St, Suite 3900
Chicago, IL 60606
Attention: Bill Fay
Email: [email protected]
To each of Sellers, at the addresses set forth across from such Seller’s name on Schedule 1 hereto; and
To the Company at:
385 Bell Street
Dubuque, IA 52001-7004
Attn: Derek Schmidt
Email: [email protected]
With a copy (which shall not constitute notice) to:
Lathrop GPM LLP
80 South 8th Street
3100 IDS Center
7
Minneapolis, MN 55402
Attn: J.C. Anderson
Email: [email protected]
All such notices, instructions and communications shall be (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent via a reputable nationwide overnight courier service or (d) sent by electronic mail. Any such notice, instruction or communication shall be deemed to have been delivered upon receipt if delivered by hand, three business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, one business day after it is sent via a reputable nationwide overnight courier service, or when transmitted by electronic mail (if such transmission is made during regular business hours of the recipient on a business day; or otherwise, on the next business day following such transmission) without receipt of any notice of non-delivery. Any party may change its address by giving notice to the other parties in the manner provided above.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first set forth above.
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FLEXSTEEL INDUSTRIES, INC.,
By: /s/ Derek Schmidt Name: Derek Schmidt Title: CEO/President |
[Signature Page to Stock Repurchase Agreement]
/s/ F. Brooks Bertsch
F. Brooks Bertsch
Carolyn T. Bleile Declaration of Trust dtd 8/8/2001
By: /s/ Carolyn T. Bleile
Name: Carolyn T. Bleile
Title: Trustee
Steven H. Bertsch Declaration of Trust dtd 11/6/2020
By: /s/ Steven H. Bertsch
Name: Steven H. Bertsch
Title: Trustee
Jeffrey T. Bertsch Amended & Restated Trust dtd 12/26/1987
By: /s/ Jeffrey T Bertsch
Name: Jeffrey T. Bertsch
Title: Trustee
Brandon H. Bertsch Declaration of Trust dtd 10/2/2019
By: /s/ Brandon H. Bertsch
Name: Brandon H. Bertsch
Title: Trustee
[Signature Page to Stock Repurchase Agreement]
Blaine C. Bertsch Declaration of Trust dtd 9/27/2019
By: /s/ Blaine C. Bertsch
Name: Blaine C. Bertsch
Title: Trustee
F. Brooks Bertsch Declaration of Trust dtd 10/21/2019
By: /s/ F. Brooks Bertsch
Name: F. Brooks Bertsch
Title: Trustee
[Signature Page to Stock Repurchase Agreement]
Schedule 1
Sellers
Name |
Trustee |
Address |
Number of Shares to be Sold |
Repurchase Consideration |
Wire instructions |
Carolyn T. Bleile Declaration of Trust dtd 8/8/2001 |
Carolyn T. Bleile |
* |
* |
* |
* |
Steven H. Bertsch Declaration of Trust dtd 11/6/2020 |
Steven H. Bertsch |
* |
* |
* |
* |
Jeffrey T. Bertsch Amended & Restated Trust dtd 12/26/1987 |
Jeffrey T. Bertsch |
* |
* |
* |
* |
Brandon H. Bertsch Declaration of Trust dtd 10/2/2019 |
Brandon H. Bertsch |
* |
* |
* |
* |
Blaine C. Bertsch Declaration of Trust dtd 9/27/2019 |
Blaine C. Bertsch |
* |
* |
* |
* |
F. Brooks Bertsch Declaration of Trust dtd 10/21/2019 |
F. Brooks Bertsch |
* |
* |
* |
* |
Total: |
1,279,870 |
$60,153,890.00 |
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* On file with the Company
Sched. 1 - 1
Flexsteel Industries, Inc. Announces Share Repurchase Transaction
Dubuque, Iowa – April 27, 2026 – Flexsteel Industries, Inc. (NASDAQ: FLXS) (“Flexsteel” or the “Company”), one of the largest manufacturers, importers, and marketers of residential furniture products in the United States, today announced that it has entered into an agreement to repurchase approximately 1.28 million shares of its common stock at $47.00 per share from certain members of the Bertsch family, one of the Company’s founding families, in a privately negotiated transaction.
The shares to be repurchased represent approximately 24% of the Company’s outstanding common stock for an aggregate purchase price of approximately $60.2 million. The purchase price represents a 2.5% discount to the closing share price on April 24, 2026.
“This transaction aligns with our balanced capital allocation strategy and commitment to enhancing long-term shareholder value,” said Derek Schmidt, President and CEO. “We will continue to maintain a strong balance sheet and resilient operating model, and we believe Flexsteel is well positioned to execute our strategy, invest in organic growth initiatives and drive long-term shareholder value.”
Schmidt added, “Flexsteel is grateful for the support of the Bertsch family over multiple generations, and we deeply appreciate their many contributions to our success.”
“As our family has grown and expanded over multiple generations, we have decided to diversify our holdings for financial planning purposes,” said Brooks Bertsch, Flexsteel director and representative of the Bertsch family. “We are confident that Flexsteel is in a strong position and will continue to build on its success well into the future. It is an honor for our family to have grown as part of Flexsteel for over 130 years and the company will always hold a special place in our family’s heart.”
The transaction will be funded through a combination of existing cash and borrowings under the Company’s revolving credit facility and is scheduled to close on April 28, 2026. Following the transaction, the Company expects to maintain a strong balance sheet and liquidity position.
The transaction was reviewed, negotiated and approved by a special committee of independent directors (the “Special Committee”), and subsequently approved by the full Board of Directors, excluding Brooks Bertsch. The Special Committee was advised by independent legal and financial advisors.
Brooks Bertsch will resign from Flexsteel’s Board of Directors upon the close of the transaction.
Advisors
Faegre Drinker Biddle & Reath LLP served as legal advisor to the Special Committee and KeyBanc Capital Markets served as financial advisor to the Special Committee.
About Flexsteel
Flexsteel is one of the largest residential furniture manufacturers, importers, and marketers in the U.S., known for crafting comfortable, durable seating and timeless designs for rooms throughout
the home. For more than 130 years, Flexsteel has built furniture with care, highlighted by its patented Blue Steel Spring technology that delivers lasting comfort and support. Today, Flexsteel products are available nationwide through retail partners and online channels, helping people create inviting, livable spaces they can enjoy for years to come.
Forward-Looking Statements
Statements, including those in this release, which are not historical or current facts, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. There are certain important factors that could cause the Company’s results to differ materially from those anticipated by some of the statements made herein. Investors are cautioned that all forward-looking statements involve risk and uncertainty. Some of the factors that could affect results are the cyclical nature of the furniture industry, supply chain disruptions, litigation, the effectiveness of new product introductions and distribution channels, the product mix of sales, pricing pressures, the cost of raw materials and fuel, changes in foreign currency values, retention and recruitment of key employees, actions by governments including laws, regulations, taxes and tariffs, the amount of sales generated and the profit margins thereon, competition (both U.S. and foreign), credit exposure with customers, participation in multi-employer pension plans, disruptions or security breaches to business information systems, the impact of any future pandemic, and general economic conditions. For further information regarding these risks and uncertainties, see the “Risk Factors” section in Item 1A of our most recent Annual Report on Form 10-K.
For more information, visit our website at http://www.flexsteel.com.
INVESTOR CONTACT:
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Michael Ressler, Flexsteel Industries, Inc. |
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563-585-8116 |
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