Hni Corp 8-K/A, filed Feb 25, 2026

Hni Corp (HNI)

8-K/A 2026-02-25 For: 2025-12-10

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Added on April 10, 2026

About this 8-K/A

Hni Corp filed this 8-K/A on February 25, 2026, reporting on events of December 10, 2025.

Items reported

Item 9.01: Financial statements and exhibits

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

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

	No.	Document Description
	2.1* **	Agreement and Plan of Merger, by and among Steelcase Inc., HNI Corporation, Geranium Merger Sub I, Inc. and Geranium Merger Sub II, LLC, dated as of August 3, 2025 (incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K, initially filed with the Commission on August 4, 2025)
	4.1*	Indenture, dated December 10, 2025, relating to the 5.125% Notes due 2029, by and among HNI, the guarantors party thereto and U.S. Bank Trust Company, National Association
	4.2*	Form of Global Note representing 5.125% Notes due 2029 (included in Exhibit 4.1)
	10.1*	Amendment No. 2 to the Credit Agreement (dated as of September 5, 2025, and as amended by that certain Amendment No. 1, dated as of November 5, 2025), dated December 10, 2025, by and among HNI, as borrower, certain domestic subsidiaries of HNI, as guarantors, certain lenders and Wells Fargo Bank, National Association, as administrative agent.
	99.1*	Press Release dated December 10, 2025
	99.2	Audited consolidated balance sheets of Steelcase Inc. and its subsidiaries as of February 28, 2025 and February 23, 2024, the related consolidated statements of income, comprehensive income (loss), changes in shareholders' equity, and cash flows, for each of the three years in the period ended February 28, 2025, and the related notes and the schedule (incorporated by reference herein to Part II, Item 8 of Steelcase Inc's Annual Report on Form 10-K, initially filed on April 18, 2025 (File No. 001-13873))
	99.3	Unaudited financial statements of Steelcase Inc. and its subsidiaries as of August 29, 2025 and February 28, 2025, and for each of the three and six months ended August 29, 2025 and August 23, 2024, and the related notes (incorporated by reference herein to Part I, Item I of Steelcase Inc's Quarterly Report on Form 10-Q, initially filed on September 26, 2025 (File No. 001-13873))
	99.4	The unaudited pro forma combined condensed statements of income for the year ended December 28, 2024 and the nine months ended September 27, 2025 and the unaudited pro forma condensed combined balance sheet as of September 27, 2025.

	HNI CORPORATION

Date: February 25, 2026	By:	/s/ Vincent P. Berger
	Name: Vincent P. Berger
	Title: Executive Vice President and Chief Financial Officer

	HNI Corporation			Steelcase Inc.			Reclassification Adjustments (Note 3)	Transaction Accounting Adjustments (Note 4)			Note	Pro Forma Combined
	(In millions)
Assets
Current Assets:
Cash and cash equivalents	$	20.7		$	216.8		—	$	(53.1	)	A	$	184.4
Short-term investments	$	7.4		$	41.1							$	48.5
Receivables, net	$	255.6		$	369.8		—		—			$	625.4
Inventories, net	$	194.5		$	288.0		—	$	4.0		H	$	486.5
Prepaid expenses and other current assets	$	64.6		$	91.4		—		—			$	156.0
Total Current Assets	$	542.9		$	1007.1			$	(49.1	)		$	1,500.9

Net property, plant, and equipment	$	513.4		$	343.0		—	$	290.0		F	$	1,146.4
Right-of-use lease assets	$	118.7		$	160.8		—	$	12.3		G	$	291.8
Goodwill and other intangible assets, net	$	603.9		$	346.5			$	741.2		B	$	1,691.6
Other assets	$	64.1		$	494.6		—		—			$	558.7
Total Assets	$	1,843.0		$	2,352.0			$	994.5			$	5,189.5

Liabilities and Equity:
Current Liabilities:
Accounts payable and accrued expenses	$	371.5		$	566.8		—		—			$	938.3
Other current liabilities	$	37.4		$	40.3		—		—			$	77.7
Total Current Liabilities	$	409.0		$	607.1		—		—			$	1,016.1

Long-Term Debt	$	324.2		$	447.4		—	$	938.6		C	$	1,710.2
Long-Term Lease Obligations	$	100.8		$	132.8		—		—			$	233.6
Other Long-Term Liabilities	$	173.2		$	148.3		—	$	138.9		D	$	460.4

Equity:
Capital Stock:
Preferred stock		—			—		—		—				—
Common stock	$	45.8			—		—	$	25.2		E	$	71.0

Additional paid-in capital	$	134.7		$	41.5		—	$	991.2		E	$	1,167.4
Retained earnings	$	655.5		$	1,010.4		—	$	(1,134.9	)	E	$	531.0
Accumulated other comprehensive loss	$	(0.1	)	$	(35.5	)	—	$	35.5		E	$	(0.1	)
Total Shareholders’ Equity	$	835.9		$	1,016.4		—	$	(83.0	)		$	1,769.3

Non-controlling interest		—			—		—		—				—

Total Equity	$	835.9		$	1,016.4		—	$	(83.0	)		$	1,769.3

Total Liabilities and Equity	$	1,843.0		$	2,352.0		—	$	994.5			$	5,189.5

Assumptions
HNI common stock price per share	$	40.22
Cash consideration per share of HNI common stock pursuant to Merger Agreement	$	7.20
Equivalent HNI common stock share amount pursuant to Merger Agreement		0.2192

	Shares of Steelcase Common Stock		Shares of HNI Common Stock Exchanged	Fair Value		Consideration
Cash Consideration:
Shares of Steelcase common stock issued and outstanding		114,842,357		$	826.8
Steelcase common stock equivalent shares		6,883,572		$	37.6
Total number of shares of Steelcase common stock for cash consideration		121,725,929		$	864.5	Cash
Stock Consideration:
Shares of Steelcase common stock issued and outstanding		114,842,357	25,171,701	$	1,012.5	HNI common stock
Replacement Share-Based Awards:
Outstanding Steelcase restricted stock unit awards relating to Steelcase common stock		4,188,672	918,229	$	26.9	HNI restricted stock units
Outstanding Steelcase performance unit awards relating to Steelcase common stock		2,164,900	590,722	$	18.5	HNI restricted stock units
Total estimated preliminary purchase consideration				$	1,922.3

Assets acquired
Cash and cash equivalents	$	216.8
Accounts receivable	$	369.8
Inventories	$	292.0
Other current assets	$	132.5
Property and equipment	$	633.0
Right-of-use assets	$	173.1
Intangible assets	$	590.0
Other noncurrent assets	$	494.6
Total assets acquired	$	2,901.8

Liabilities assumed
Accounts payable and accrued expenses	$	566.8
Other current liabilities	$	40.3
Lease liabilities	$	132.8
Other liabilities	$	595.7
Total liabilities assumed	$	1,335.6
Net assets acquired, excluding goodwill	$	1,566.2
Deferred tax liability adjustment on the fair value of purchased intangibles, net	$	(141.6	)
Total estimated preliminary purchase consideration	$	1,922.3
Goodwill	$	497.7

Cash and cash equivalents	As of September 27, 2025
Net proceeds from HNI’s new debt	$	935.9
Cash consideration paid upon mergers	$	(864.5	)
HNI and Steelcase transaction costs	$	(124.5	)

Net adjustment to cash and cash equivalents	$	(53.1	)

Goodwill	As of September 27, 2025
Elimination of Steelcase’s historical goodwill	$	(276.5	)
Goodwill to be recorded based on the estimated preliminary purchase price allocation	$	497.7
Net adjustment to goodwill	$	221.2

Intangible assets	As of September 27, 2025			Estimated remaining useful life (years)
Estimated fair value of identifiable intangible assets acquired	$	590.0			Various
Elimination of Steelcase’s historical intangible assets	$	(70.0	)
Net adjustment to intangible assets	$	520.0

Net adjustment to goodwill and intangibles, net	$	741.2

Debt and related balances	As of September 27, 2025
HNI proceeds from issuance of new debt, net of issuance costs	$	935.9
Elimination of existing unamortized debt issuance costs of Steelcase	$	2.7
Net adjustment to debt	$	938.6

Deferred taxes	As of September 27, 2025
Deferred tax liability adjustment on the fair value of purchased intangibles	$	141.6
Deferred tax asset on the transaction accounting adjustment for transaction costs	$	(2.7	)
Net adjustment to long-term deferred income tax liabilities	$	138.9

Shareholders’ Equity	As of September 27, 2025
Elimination of Steelcase’s historical retained earnings	$	(1,010.4	)
Effect of transaction costs and other adjustments to net income	$	(124.5	)
Net adjustment to retained earnings	$	(1,134.9	)
Elimination of Steelcase’s historical common stock		—
HNI common stock issued as purchase consideration	$	25.2
Net adjustment to common stock	$	25.2
Elimination of Steelcase’s historical accumulated other comprehensive income (“AOCI”) balance	$	35.5
Elimination of Steelcase’s historical additional paid-in capital (“APIC”) balance	$	(41.5	)
APIC recorded for HNI common stock issued as purchase consideration	$	1,032.7
Net adjustment to APIC	$	991.2

Property and Equipment Step up	As of September 27, 2025		Estimated Life
Steelcase Property and equipment	$	343.0
Estimated step up	$	290.0		11
Estimated Property and equipment acquired	$	633.0

	HNI Corporation		Steelcase Inc.		Reclassification Adjustments (Note 3)		Note		Transaction Accounting Adjustments (Note 5)		Note		Pro Forma Combined		Note
	(In millions, except per share amounts)
Net sales	$	1,950.6	$	2,464.1		—			$	(4.4)		A	$	4,410.3
Cost of sales	$	1,138.0	$	1,640.5	$	(177.4)		A	$	7.4		A,D	$	2,608.5
Gross profit	$	812.7	$	823.6	$	177.4			$	(11.9)			$	1,801.8
Selling and administrative expenses	$	645.7	$	718.8	$	177.4		A	$	10.5		C, D,F	$	1,552.4
Restructuring and impairment charges	$	9.7	$	16.7		—				—			$	26.4
Operating income (loss)	$	157.3	$	88.1		—			$	(22.4)			$	223.0
Interest expense and other, net	$	18.9	$	9.1		—			$	21.9		E	$	49.9
Income (loss) before income taxes	$	138.4	$	79.0		—			$	(44.2)			$	173.2
Income tax expense	$	34.9	$	2.8		—			$	(7.4)		G	$	30.3
Net income (loss)	$	103.6	$	76.2		—			$	(36.8)			$	143.0
Less: Net income (loss) attributable to non-controlling interest	$	(0.0)		—		—				—			$	(0.0)
Net income attributable to HNI Corporation	$	103.6	$	76.2	$	—			$	(36.8)			$	143.0

Average number of common shares outstanding - basic		46.3		119.1										71.5		H
Net income attributable to HNI Corporation per common stock share - basic	$	2.24	$	0.64									$	2.00

Average number of common shares outstanding - diluted		47.3		117.9										74.0		H
Net income attributable to HNI Corporation per common stock share - diluted	$	2.19	$	0.65									$	1.93

	HNI Corporation		Steelcase Inc.		Reclassification Adjustments (Note 3)		Note		Transaction Accounting Adjustments (Note 5)		Note		Combined Pro Forma		Note
	(In millions, except per share amounts)
Net sales	$	2,526.4	$	3,166.0		—			$	(4.6)		A	$	5,687.8
Cost of sales	$	1,493.0	$	2,119.5	$	(229.2)		A	$	15.2		A,B, D	$	3,398.6
Gross profit	$	1,033.4	$	1,046.5	$	229.2				(19.8)			$	2,289.2
Selling and administrative expenses	$	820.7	$	888.0	$	229.2		A	$	151.8		C, D, F	$	2,089.6
Restructuring and impairment charges	$	6.2	$	0.4		—				—			$	6.6
Operating income (loss)	$	206.5	$	158.1		—			$	(171.6)			$	193.0
Interest expense and other, net	$	27.2	$	23.9		—			$	56.8		E	$	107.9
Income (loss) before income taxes	$	179.3	$	134.2		—			$	(228.4)			$	85.1
Income tax expense	$	39.8	$	13.5		—			$	(43.7)		G	$	9.6
Net income (loss)	$	139.5	$	120.7		—			$	(184.7)			$	75.5
Less: Net income (loss) attributable to non-controlling interest	$	0.0		—		—				—			$	0.0
Net income attributable to HNI Corporation	$	139.5	$	120.7		—			$	(184.7)			$	75.5

Average number of common shares outstanding - basic		47.4		117.9										72.6		H
Net income attributable to HNI Corporation per common stock share - basic	$	2.95	$	1.02									$	1.04

Average number of common shares outstanding - diluted		48.5		118.9										75.2		H
Net income attributable to HNI Corporation per common stock share - diluted	$	2.88	$	1.02									$	1.00

ROU Asset Adjustment	As of September 27, 2025
Steelcase ROU lease liabilities	$	173.1
Steelcase ROU assets	$	160.8
ROU Asset Adjustment	$	12.3

Inventory Step Up	As of September 27, 2025
Steelcase inventory	$	288.0
Estimated step up	$	4.0
Inventory Acquired	$	292.0

		Nine months ended September 27, 2025				Year ended December 28, 2024
Net sales & cost of sales		$	4.4			$	4.6

		Nine months ended September 27, 2025				Year ended December 28, 2024
Additional Cost of Sales recognized for the step up in basis to inventory			—			$	4.0

	Nine months ended September 27, 2025			Year ended December 28, 2024
Elimination of Steelcase historical Intangible assets, net amortization expense	$	(13.3	)	$	(17.4	)
New amortization expense for newly acquired intangible assets	$	25.6		$	34.1
Total pro forma amortization expense adjustment	$	12.3		$	16.7

	Nine months ended September 27, 2025		Year ended December 28, 2024
Pro forma depreciation expense adjustment – Cost of sales	$	11.9	$	15.8
Pro forma depreciation expense adjustment – Selling and Administrative expenses	$	7.9	$	10.5
Total pro forma depreciation expense adjustment	$	19.8	$	26.4

	Nine months ended September 27, 2025			Year ended December 28, 2024
Interest expense related to new debt used to finance merger	$	39.5		$	79.0
Amortization of new debt issuance costs to interest expense	$	1.8		$	3.5
Transaction accounting adjustment to reflect absorption of Steelcase debt	$	(19.4	)	$	(25.7	)
Net pro forma impact to interest expense	$	21.9		$	56.8

		Nine months ended September 27, 2025				Year ended December 28, 2024
Non-recurring transaction costs		$	(9.7	)		$	124.5

	Nine months ended September 27, 2025			Year ended December 28, 2024
Income tax impact of transaction costs	$	2.3		$	(26.0	)
Income tax impact of the net increase in interest expense	$	(6.8	)	$	(13.6	)
Income tax impact of the net increase in amortization expense	$	(3.0	)	$	(4.0	)
Total transaction accounting adjustments for income tax expense	$	(7.4	)	$	(43.7	)

	Nine months ended September 27, 2025		Year ended December 28, 2024
Pro Forma Weighted Average Shares (Basic)
HNI historical weighted average shares outstanding (basic)		46.3		47.4
Shares of HNI common stock issued as consideration for outstanding shares of Steelcase common stock		25.2		25.2
Pro Forma Weighted Average Shares (Basic)		71.5		72.6

Pro Forma Weighted Average Shares (Diluted)
HNI historical weighted average shares outstanding (diluted)		47.3		48.5
Shares of HNI common stock issued as consideration for outstanding shares of Steelcase common stock		25.2		25.2
Dilutive impact of HNI common stock awards issued to Steelcase employees vesting after the Closing		1.5		1.5
Pro Forma Weighted Average Shares (Diluted)		74.0		75.2

	Nine months ended September 27, 2025		Year ended December 28, 2024

Pro Forma Basic Earnings Per Share
Pro forma net earnings	$	143.0	$	75.5
Pro forma weighted average shares (basic)		71.5		72.6
Pro Forma Basic Earnings Per Share	$	2.00	$	1.04

Pro Forma Diluted Earnings Per Share
Pro forma net earnings	$	143.0	$	75.5
Pro forma weighted average shares (diluted)		74.0		75.2
Pro Forma Diluted Earnings Per Share	$	1.93	$	1.00