Every material Form 8-K HNI has filed with the SEC since February 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
HNI reported third-quarter 2026 net sales of $1.6 billion, up from $683.8 million a year earlier, driven by the December 2025 Steelcase acquisition. GAAP diluted EPS was $1.23 versus $0.88, and non-GAAP diluted EPS was $1.62 versus $1.10. The company expects 2026 non-GAAP diluted EPS growth of 20-25% and non-GAAP diluted EPS growth in the mid-20 percent range for the fourth quarter.
Q3 net sales $1,592.9 million vs. $683.8 million; net income $90.0 million vs. $41.2 million
GAAP diluted EPS $1.23 vs. $0.88; non-GAAP diluted EPS $1.62 vs. $1.10
Expects 2026 non-GAAP diluted EPS growth of 20-25%; Steelcase synergies of at least $130 million when fully mature
HNI reported second-quarter 2026 net sales of $1.5 billion, up 121% from the prior year mainly due to the Steelcase acquisition, with organic sales up 0.1%. GAAP diluted EPS fell to $0.70 from $1.02, while non-GAAP diluted EPS rose to $1.27 from $1.11, and the company expects 2026 non-GAAP EPS growth of 20-25%, which it describes as an improved outlook.
Q2 net sales $1,472.4 million vs $667.1 million a year earlier; organic net sales up 0.1%
GAAP diluted EPS $0.70 vs $1.02 (down 31.4%); non-GAAP diluted EPS $1.27 vs $1.11 (up 14.4%)
2026 non-GAAP diluted EPS growth now expected at 20-25%, including net tariff impacts
Q3 2026 non-GAAP diluted EPS expected to rise in the mid-to-high 20 percent range year over year
HNI Corporation entered into Amendment No. 3 to its credit agreement on June 10, 2026, providing a new $498.75 million tranche of term loans maturing in 2032 that were used to refinance all outstanding Initial Tranche B Term Loans. The filing does not report any change to earnings, guidance, or the company's overall debt level beyond this refinancing.
New Replacement Term Loans total $498.75 million and mature in 2032.
Amortization is 1.00% per annum, with the first installment payable on or about September 30, 2026.
Applicable Percentage is 1.75% for SOFR Loans and 0.75% for Alternate Base Rate Loans.
Wells Fargo Bank, National Association serves as Administrative Agent.
At its May 20, 2026 annual meeting, HNI shareholders elected John R. Hartnett, Larry B. Porcellato and Dhanusha Sivajee to the board for terms ending at the 2029 meeting, ratified KPMG LLP as auditor for fiscal 2026, and approved named executive officer pay on an advisory basis. Separately, the board approved a Change in Control Employment Agreement with CFO Vincent P. (VP) Berger II, effective June 1, 2026, which replaces his 2016 agreement on substantially identical terms.
Each director nominee received more votes for than against: Hartnett 55,897,303 for and 1,702,351 against; Porcellato 54,914,744 for and 2,685,311 against; Sivajee 56,170,539 for and 1,421,163 against
KPMG LLP ratified as independent registered public accounting firm for the fiscal year ending January 2, 2027, with 63,007,838 votes for and 370,208 against
Advisory say-on-pay proposal approved with 56,108,616 votes for and 1,453,871 against
Berger's CIC agreement pays, on a double trigger, a lump sum equal to two times base salary plus the average of the prior two years' incentive awards; 63,426,629 of 71,992,908 eligible shares were present at the meeting
HNI Corporation reported first quarter 2026 results for the period ended April 4, 2026. Net sales rose 125 percent to $1.3 billion, driven by the Steelcase acquisition, but organic net sales fell 3.2 percent and the company posted a net loss of $38.8 million, or $(0.55) per diluted share, versus net income of $13.9 million, or $0.29, a year earlier. Non-GAAP diluted EPS declined to $0.34 from $0.44, and the company expects mid-teens percent non-GAAP EPS growth for full-year 2026.
Net sales of $1.3 billion, up from $599.8 million a year earlier; organic net sales decreased 3.2 percent
GAAP net loss of $38.8 million, or $(0.55) per diluted share, compared with net income of $13.9 million, or $0.29, in the prior-year quarter
Non-GAAP diluted EPS of $0.34 versus $0.44; restructuring and impairment charges were $18.0 million
Outlook: second quarter non-GAAP EPS expected to decline modestly; full-year 2026 non-GAAP EPS growth expected in the mid-teens percent range
HNI reported fourth quarter 2025 net sales of $888.4 million, up 38.3% after the Steelcase acquisition, but a net loss of $49.2 million, or ($0.94) per diluted share, compared with $0.79 a year earlier. Non-GAAP diluted EPS fell to $0.83 from $0.87, and the company expects first quarter 2026 non-GAAP EPS to decrease slightly from 2025 levels, while still targeting double-digit full-year non-GAAP EPS growth.
Q4 2025 net sales $888.4 million, up 38.3%; non-GAAP diluted EPS $0.83 vs. $0.87
Full-year 2025 net sales $2.8 billion, up 12.4%; non-GAAP diluted EPS $3.46 vs. $3.06, up 13.1%
Full-year GAAP diluted EPS $1.11 vs. $2.88; Q4 acquisition costs of $86.3 million
Outlook: non-GAAP EPS expected to grow double digits in 2026, but to decrease slightly in Q1 2026
HNI Corporation said it will exit its Wayland, New York manufacturing facility in 2027 and move production to its other North American plants as part of an operational improvement plan adopted January 8, 2026. The company estimates the move will reduce annual costs by $7.5 to $8.0 million once fully mature, but will reduce pre-tax earnings by an estimated $14.9 million across 2026 and 2027, and about 135 Wayland employment terminations are expected.
Wayland, New York plant to close in 2027, with production shifted to existing HNI facilities
Estimated pre-tax charges of $14.9 million in 2026 and 2027, including $5.7 million of non-cash charges
Estimated annual savings of $7.5 to $8.0 million once fully mature; total Kimball International integration cost synergies now expected to reach $68 million by end of 2028
Approximately 135 employment terminations in Wayland
HNI completed its acquisition of Steelcase on December 10, 2025, with Steelcase shareholders receiving a mix of HNI shares and cash. HNI financed the deal with a new $500 million term loan B facility and issued $350,979,000 of 5.125% senior secured notes due 2029 in an exchange offer for Steelcase notes. The combined business has pro forma annual revenues of $5.8 billion, and HNI's board has expanded from 10 to 12 directors.
Steelcase holders can elect 0.3940 HNI shares, or 0.2192 HNI shares plus $7.20 in cash, or $16.19 in cash plus 0.0009 HNI shares
New $500 million term loan B facility; term loan A reduced from $500 million to $350 million
$350,979,000 of 5.125% senior secured notes due January 18, 2029 issued under a new indenture dated December 10, 2025
Board expanded from 10 to 12 directors, including two former independent Steelcase board members
HNI Corporation entered into Amendment No. 1 to its Credit Agreement on November 5, 2025, with Wells Fargo Bank, National Association, as administrative agent, approved by all lenders under the existing agreement. The amendment sets a $105 million threshold for customary springing maturity dates on its revolving facility, term loan A facility and term loan B facility, and the filing describes it as a new direct financial obligation. The filing does not state any change in borrowing amounts or pricing, so the effect on shareholders is limited to the revised debt terms.
Amendment dated November 5, 2025, to the existing Credit Agreement with Wells Fargo Bank, National Association, as administrative agent
Amendment includes a $105 million threshold for springing maturity dates on the revolving facility, term loan A and term loan B facility
Approved by all lenders party to the Existing Credit Agreement; full text filed as Exhibit 10.1
HNI Corporation reported third-quarter 2025 net sales of $683.8 million, up 1.7% from a year earlier, and GAAP net income of $41.2 million, down from $47.5 million. GAAP diluted EPS fell 10% to $0.88, while non-GAAP diluted EPS rose 7% to $1.10, and the company said its full-year outlook is essentially unchanged. The results are split between higher sales and non-GAAP earnings and lower GAAP profit, which includes $8.3 million of one-time costs tied to the pending Steelcase acquisition.
Q3 net sales rose 1.7% to $683.8 million; GAAP operating income fell to $64.6 million from $68.9 million
GAAP diluted EPS was $0.88 versus $0.98; non-GAAP diluted EPS was $1.10 versus $1.03
Company expects 2025 non-GAAP diluted EPS growth in the mid-teens percent range and Q4 non-GAAP EPS to rise slightly
Steelcase acquisition is expected to close before the end of 2025; HNI reduced debt by $120 million during the quarter
HNI signed a credit agreement on September 5, 2025 with Wells Fargo as administrative agent, providing up to $1.725 billion across a revolver, a term loan A and a term loan B. The loans may be used to fund part of the purchase price for Steelcase under the merger agreement dated August 3, 2025, and to repay existing debt. The debt adds significant borrowing to HNI's balance sheet, and the filing ties it to the pending acquisition of Steelcase.
Revolving facility of $425 million, term loan A of up to $500 million, and term loan B expected to be up to $800 million at closing
Proceeds may fund part of the Steelcase acquisition consideration and repay existing debt of HNI and Steelcase
Term loan A amortizes quarterly, and the revolver and term loan A mature on the fifth anniversary of closing; term loan B matures on the seventh anniversary
Interest is tied to SOFR or an alternate base rate plus margins based on net leverage; the agreement includes maximum net leverage and minimum interest coverage covenants
HNI Corporation entered into a merger agreement on August 3, 2025, to acquire Steelcase Inc. Steelcase shareholders would receive $7.20 in cash and 0.2192 HNI shares for each share held, an implied $18.30 per share based on HNI's $50.62 closing price on August 1, 2025. HNI shareholders would own about 64% of the combined company, so the issuance of new HNI shares dilutes existing holders, and the deal is expected to close by the end of 2025 subject to shareholder and regulatory approvals.
Steelcase holders receive $7.20 cash plus 0.2192 HNI shares per share; implied value $18.30 per share at HNI's $50.62 close on August 1, 2025.
Total consideration to Steelcase common shareholders is about $2.2 billion; HNI holders would own about 64% of the combined company.
Run-rate cost synergies of $120 million are projected; the company expects the deal to be highly accretive to non-GAAP EPS beginning in 2027.
Closing requires approval by both HNI and Steelcase shareholders and regulatory clearances; either party may terminate if closing has not occurred by May 4, 2026, subject to extensions.
HNI Corporation reported second-quarter 2025 results on July 24, 2025, with net sales up 7.0% to $667.1 million and GAAP diluted EPS of $1.02, compared with $0.75 a year earlier. The company said its 2025 earnings outlook increases modestly, with double-digit percentage EPS growth now expected, which matters to shareholders because it points to higher profits for the full year.
Net sales rose 7.0% to $667.1 million; net income attributable to HNI was $48.2 million versus $36.0 million a year earlier.
GAAP diluted EPS was $1.02 versus $0.75; non-GAAP diluted EPS was $1.11 versus $0.79.
The company expects double-digit percentage EPS growth for 2025 and says its outlook for 2025 earnings increases modestly.
Third-quarter 2025 non-GAAP diluted EPS is expected to increase slightly from 2024 levels; the company repurchased nearly $40 million of stock in the quarter.
HNI Corporation said its board appointed B. Brandon Bullock III as Chief Operating Officer with immediate effect on June 16, 2025. Bullock, who has been President of The HON Company LLC since 2018, received a base salary increase to $526,900 and a prorated long-term incentive award valued at $113,430.
Appointment effective June 16, 2025, approved by the Board of Directors
Base salary rises from $479,000 to $526,900 annually
Fiscal 2025 long-term incentive target raised from 100% to 125% of base salary, prorated from the effective date
Prorated long-term incentive award valued at $113,430, split equally between restricted stock units and performance share units
HNI Corporation reported first quarter 2025 results for the period ended March 29, 2025, with net sales up 2.0% to $599.8 million and net income of $13.9 million. GAAP diluted EPS fell to $0.29 from $0.37, weighed down by $6.4 million in restructuring and impairment charges tied mainly to HNI India, while non-GAAP diluted EPS rose to $0.44 from $0.37. The company said its 2025 earnings outlook is unchanged, with double-digit percent EPS growth still expected, which matters to shareholders because management is holding its full-year profit view despite tariff pressures.
Net sales were $599.8 million, up 2.0% from $588.0 million in the first quarter of 2024.
GAAP diluted EPS was $0.29 versus $0.37 a year earlier; non-GAAP diluted EPS was $0.44 versus $0.37.
Restructuring and impairment charges totaled $6.4 million, primarily an impairment tied to the HNI India business classified as held for sale.
The 2025 earnings outlook is unchanged, and the company repurchased $40 million of its stock in the quarter.
HNI reported fourth quarter 2024 net sales of $642.5 million, down 5.5% from a year earlier, and non-GAAP diluted EPS of $0.87, down from $0.98. For full-year 2024, net sales rose 3.8% to $2.526 billion and non-GAAP diluted EPS rose 15.5% to $3.06, while GAAP diluted EPS was $2.88. The company expects first quarter 2025 non-GAAP EPS to decrease slightly, including the effect of tariffs, and expects net sales growth to return in 2025.
Q4 2024 net sales were $642.5 million, down 5.5%; GAAP diluted EPS was $0.79 versus $0.48, and non-GAAP diluted EPS was $0.87 versus $0.98.
Full-year 2024 net sales were $2.526 billion, up 3.8%; GAAP diluted EPS was $2.88 versus $1.09.
First quarter 2025 non-GAAP EPS is expected to decrease slightly from 2024 levels when including anticipated tariff impact.
For full-year 2025, the company expects net sales growth in the low-to-mid single digits in both segments and another year of double-digit EPS growth.
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