On December 10, 2025, HNI completed its acquisition of Steelcase, a global design and furniture manufacturing company that maintains its principal office in Grand Rapids, Michigan. As a result of the acquisition, Steelcase became a wholly-owned subsidiary of HNI and is part of the Workplace Furnishings segment. The transaction involved payment of total fair market value consideration of approximately $1.9 billion, including total cash consideration of $864.5 million, share consideration valued at $1.0 billion and replacement share-based awards valued at $45.4 million. Of the $864.5 million of cash consideration, $37.6 million represents the value of the equivalent shares for which service was provided by the grantees prior to December 10, 2025 and will be paid as the equivalent shares vest.

HNI obtained revolving and term credit facilities in an aggregate principal amount of $865 million the proceeds of which were used for the consummation of the acquisition, including the payment of the cash consideration, the repayment of existing indebtedness of HNI and Steelcase, and the payment of fees, costs and commissions in connection with the foregoing. See “Note 7. Debt.”

The Corporation has incurred aggregate acquisition-related expenses of $102.4 million related to this transaction, of which $93.8 million of expenses were incurred as corporate costs and $8.5 million of expenses were recorded in the Workplace Furnishings segment, and $9.5 million of interest-related expenses. The majority of these expenses were incurred during 2025 when the Corporation incurred $94.6 million in acquisition-related charges and $9.5 million of interest-related charges. In the first six months ended July 4, 2026, $7.8 million of expenses were incurred and included in "Acquisition and related costs" in the Condensed Consolidated Statements of Comprehensive Income. Acquisition and related costs include change in control compensation expense, transaction success fees, retention compensation, and other professional services fees. Incurred primarily in 2025, capitalized costs related to the transaction included $12.0 million of financing fees in "Long-Term Debt," $2.0 million of financing fees in "Other Assets," $0.5 million of financing fees in "Prepaid expenses and other current assets," and $2.1 million of stock issuance fees in "HNI Corporation's shareholders' equity" in the Condensed Consolidated Balance Sheets.

The acquired assets and assumed liabilities and results of Steelcase's operations are included in the Corporation's segments as of December 10, 2025, as noted below. The acquisition was accounted for using the acquisition method pursuant to ASC 805, Business Combinations, with goodwill recorded in an amount representing the excess of the purchase price over the fair value


	Steelcase Shares	HNI Shares Exchanged	Fair Value
Cash Consideration:
Shares of Steelcase common stock issued and outstanding as of December 10, 2025	114.8		826.8
Steelcase common stock equivalent shares as of December 10, 2025	6.9		37.6
Total number of shares of Steelcase common stock for cash consideration	121.7		864.5

Share Consideration:
Shares of Steelcase common stock issued and outstanding as of December 10, 2025	114.8	25.2	1,012.5

Replacement Share-Based Awards:
Outstanding awards of Steelcase restricted stock units relating to Steelcase common stock as of December 10, 2025	4.2	0.9	26.9
Outstanding Steelcase performance unit awards relating to Steelcase common stock as of December 10, 2025	2.7	0.6	18.5

Total acquisition date fair value of purchase consideration			$	1,922.3



	December 10, 2025
Assets
Cash and cash equivalents	$	429.3
Restricted cash	7.3
Receivables	393.4
Inventories	351.4
Prepaid expenses and other current assets	110.3

Property, plant, and equipment	551.8
Right-of-use operating leases	175.2
Goodwill	391.2
Identified intangible assets	871.0
Other assets	229.6

Total Assets	$	3,510.5

Liabilities
Accounts payable and accrued expenses	$	709.7
Current lease obligations – operating	43.7
Long Term Debt	437.5
Long-term lease obligations – operating	130.4
Other long-term liabilities	129.7
Deferred income taxes	137.2
Total Liabilities	$	1,588.1

Net Assets and Liabilities	$	1,922.3

Category

Weighted-average useful life

Fair Value

Customer lists

12.7 years

330.0

Trademarks and trade names – Definite-lived

10 years

36.0

Acquired technology

6 years

99.0

Software

5 years

90.0

Backlog

1 year

30.0

Trademarks and trade names – Indefinite-lived

Indefinite-lived

286.0

Total identified intangible assets

871.0

The valuation analysis involves complex management estimates and assumptions using income, market and cost approaches and assumptions such as property appraisals, projections of future revenues, cost and cash flows, discount rates, royalty rates, long-term growth rates, and technology build costs. At this time, assets and liabilities are recorded based on preliminary data and assumptions as the Corporation is in the process of reviewing information related to the determination of the fair values. The provisional assets and liabilities will be adjusted to reflect the finally determined amounts, and those adjustments may be material. Currently, the fair values of all assets acquired and assumed liabilities are considered preliminary. The fair value measurements of property, plant, and equipment and intangible assets are characterized as Level 3 in the fair value hierarchy. The Corporation expects to finalize the purchase price allocation in the second half of 2026. During the six months ended July

4, 2026, revisions were made to the purchase price allocation that resulted in a net decrease to goodwill of $124.7 million, primarily due to provisional valuation adjustments to: intangible assets (increased $281.0 million), inventory (increased $31.3 million), net deferred tax (increased $41.2 million), property, plant, and equipment (decreased $71.0 million), and other assets (decreased $85.2 million). Purchase accounting associated with the measurement period adjustments in the current year which would have been recognized at the acquisition date had the information been known totaled $16.6 million. Of this amount, $11.6 million was included in Cost of sales in the Condensed Consolidated Statements of Comprehensive Income, and related to the inventory step-up and additional depreciation for the preliminary valuation adjustment to property, plant and equipment. The remaining $5.0 million was included in Selling and administrative expenses and related to amortization of intangible assets and additional depreciation resulting from the preliminary valuation.

The following table summarizes the results of Steelcase operations included in the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 4, 2026, including pretax acquisition and related costs of $11.3 million and $19.9 million, respectively, and purchase accounting of $21.9 million and $86.1 million, respectively.

The following table provides, on a pro forma basis, the combined results of operations of HNI Corporation and Steelcase for the three and six months ended June 28, 2025, as though the acquisition and related financing had occurred as of December 31, 2023 the first day of the Corporation’s 2024 fiscal year. The pro forma results include certain purchase accounting adjustments such as: elimination of sales between HNI Corporation and Steelcase-owned dealers; estimated depreciation and amortization expense on acquired tangible and intangible assets; stock based compensation associated with additional awards; interest associated with additional borrowings to finance the acquisition; non-recurring transaction costs as outlined above; and the impact to income tax expense. This pro forma information is not necessarily reflective of what the Corporation’s results would have been had the acquisition occurred on the date indicated, nor is it indicative of future results.

In April 2025, the Corporation closed on the sale of its HNI India business, which was a component of the Workplace Furnishings segment, to Kokuyo Co., Ltd. in a transaction structured as a stock sale. The Corporation received $9.5 million in gross cash proceeds, or $8.1 million net of cash and transaction fees. In aggregate, the Corporation recognized a $6.5 million pre-tax loss on the sale. Included in the loss is a cumulative foreign currency translation loss of $6.0 million that was reclassified from accumulated other comprehensive income, and transaction-related expenses of $0.6 million.