HNI CORP

8-K · dp248223_8k.htm iXBRL

0000048287

 2026-06-10
 2026-06-10

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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):
 June 10, 2026

  

 HNI
Corporation

 (Exact name of registrant as specified in its charter)

  

 Iowa
  
 1-14225
  
 42-0617510

 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

  

 600
East Second Street

 P. O. Box 1109

 Muscatine , Iowa

 52761-0071

 (Address of principal executive offices)

 (Zip Code)

  

 Registrant's telephone number, including area
code: ( 563 ) 272-7400

  

 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 ( see General Instruction
A.2.):

  

 ☐ 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 each 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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

  

 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.

  

 Credit Agreement Refinancing

  

 On June 10, 2026, HNI Corporation, an Iowa corporation
(“HNI”) entered into Amendment No. 3 to Credit Agreement (“Amendment No. 3”) by and among HNI, the other Credit
Parties party thereto, the 2026 Refinancing Term Lenders (as defined therein), and Wells Fargo Bank, National Association, as Administrative
Agent (in such capacity, the “Administrative Agent”), which amends that certain Credit Agreement, dated as of September 5,
2025, by and among the HNI, certain Subsidiaries of HNI from time to time party thereto, the lenders party thereto and the Administrative
Agent (as amended, restated, supplemented or otherwise modified from time to time, including by Amendment No. 1 to Credit Agreement, dated
as of November 5, 2025, and Amendment No. 2 to Credit Agreement, dated as of December 10, 2025, the “Credit Agreement”; the
Credit Agreement as amended by Amendment No. 3, the “Amended Credit Agreement”). Capitalized terms used but not otherwise
defined herein shall have the respective meanings given to them in the Amended Credit Agreement.

  

 Amendment No. 3 provides for a new $498.75 million
tranche of term loans maturing in 2032 (the “Replacement Term Loans”), the proceeds of which were used to refinance all outstanding
Initial Tranche B Term Loans. The amortization rate for the Replacement Term Loans is 1.00% per annum and the first installment shall
be payable on or about September 30, 2026. Pursuant to Amendment No. 3, the Applicable Percentage is (i) 1.75% for the Replacement Term
Loans that are SOFR Loans and (ii) 0.75% for the Replacement Term Loans that are Alternate Base Rate Loans.

  

 The foregoing description of Amendment No. 3 is
qualified in its entirety by reference to the full text of Amendment No. 3, which is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.

  

 Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.

  

 The information set forth in Item 1.01 of this Current Report on Form
8-K is hereby incorporated by reference into this Item 2.03.

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits.

  

 Exhibit No.
  
 Description

  
  
  

 10.1
  
 Amendment No. 3 to Credit Agreement by and among HNI Corporation, the other Credit Parties party thereto, the 2026 Refinancing Term Lenders party thereto, and Wells Fargo Bank, National Association, effective as of June 10, 2026

 104
  
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 * * *

  

  

  

 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.

  

  
 HNI CORPORATION

  
  

  
  

 Date: June 10, 2026
 By:
 /s/ Vincent P. Berger

  
 Vincent P. Berger

Executive Vice President and Chief Financial Officer