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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):
October 9, 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.
Results of Early Participation in Exchange Offer and Consent Solicitation
On October 10, 2025, HNI Corporation
(“HNI”) announced the early participation results of its previously announced (i) offer to exchange (the “Exchange
Offer”) any and all outstanding 5.125% Notes due 2029 (the “Existing Steelcase Notes”) issued by Steelcase Inc.
(“Steelcase”), for up to $450,000,000 aggregate principal amount of new notes to be issued by HNI, and (ii) solicitation
of consent (the “Consent Solicitation”) from the eligible holders of the Existing Steelcase Notes to among other things,
eliminate certain covenants and restrictive provisions from the Steelcase indenture dated August 7, 2006, governing the Existing
Steelcase Notes (as amended and supplemented, the “Existing Steelcase Indenture”) and the Existing Steelcase Notes (the “Proposed
Amendments”).
As of 5:00 p.m., New York City time, on
October 9, 2025, HNI has received consents from holders representing 77.83% in principal amount of the Existing Steelcase Notes. In
accordance with the terms of the Existing Steelcase Notes Indenture and the Exchange Offer Memorandum and Consent Solicitation
Statement, dated September 26, 2025, HNI has received consents sufficient to amend the Existing Steelcase
Indenture to effectuate the Proposed Amendments.
On October 9, 2025, Steelcase executed (i) a
Supplemental Indenture to the Existing Steelcase Notes Indenture (the “Existing Steelcase Notes Supplemental Indenture”) in
order to eliminate certain covenants and restrictive provisions from the Existing Steelcase Indenture and the Existing Steelcase Notes.
The Existing Steelcase Notes Supplemental Indenture will become operative only upon the settlement date for the Exchange Offer and the
Consent Solicitation, which is expected to be within five business days after the expiration date of the Exchange Offer of 5:00 p.m.,
New York City time, on October 27, 2025 (the “Expiration Date”).
To the extent the consummation of HNI’s pending
acquisition of Steelcase (the “Acquisition”) is not anticipated to occur on or before the then-anticipated settlement date,
for any reason, HNI anticipates extending the Expiration Date until such time that the Acquisition may be consummated on or before the
settlement date. During any extension of the Expiration Date, all Existing Steelcase Notes previously tendered (and not validly withdrawn)
in an extended Exchange Offer will remain subject to such Exchange Offer and may be accepted for exchange by HNI.
A copy of the press release announcing the early
participation results of 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 timing of the Acquisition, the Exchange Offer and the Consent Solicitation, including the expected timing and potential extension of the
operative time of the Existing Steelcase Notes Supplemental Indenture, the Settlement Date and the Expiration Date, and other statements that are not historical
facts.
The following Acquisition-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 Acquisition 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 Acquisition);
the risk that the benefits from the Acquisition 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 Acquisition 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 Acquisition; the dilution caused by HNI’s issuance
of additional shares of its capital stock in connection with the Acquisition; and the diversion of management’s attention and time
to the Acquisition 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.
Exhibit
No. |
|
Description of Exhibit |
| |
|
|
| 99.1 |
|
Press Release, dated October 10, 2025, related to 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: October 10, 2025
| |
HNI CORPORATION |
| |
|
| |
|
| |
By: |
/s/ Vincent Paul Berger II |
| |
|
Name: |
Vincent Paul Berger II |
| |
|
Title: |
Executive Vice President and
Chief Financial Officer |
