Core Viewpoint - HNI Corporation will exit its Wayland, New York manufacturing facility by 2027, consolidating production into other North American facilities to improve productivity and customer experience [1][2] Company Strategy - The decision to close the Wayland facility is part of HNI's strategic network optimization journey, aimed at enhancing operational efficiency and customer service [2] - The consolidation will not change the product portfolio, and the Gunlocke brand will remain a key part of HNI's offerings [1] Financial Impacts - HNI estimates that the consolidation will result in annual cost savings of approximately $7.5 to $8.0 million once fully implemented [7] - The total estimated charges related to the consolidation are projected to impact pre-tax earnings by approximately $14.9 million in 2026 and 2027, including $5.7 million in non-cash charges [7] - A detailed breakdown of estimated costs includes $11.6 million in 2026 and $3.3 million in 2027 [4][7] Employment Impact - The closure of the Wayland facility will lead to the termination of approximately 135 employees [5]

Core Viewpoint - HNI Corporation has announced a definitive agreement to acquire Steelcase, Inc. in a cash and stock transaction, with the acquisition expected to close on December 10, 2025 [1][4]. Group 1: Acquisition Details - The acquisition involves an exchange offer for Steelcase's existing 5.125% Notes due 2029, with HNI offering up to $450 million in new notes [1]. - Shareholders of both HNI and Steelcase voted in favor of the acquisition during their respective special meetings on December 5, 2025 [4]. - The acquisition is contingent upon the successful completion of the exchange offer and consent solicitation, which expired on December 5, 2025 [4][3]. Group 2: Exchange Offer and Consent Solicitation - HNI received sufficient consents to amend the Existing Steelcase Indenture to eliminate certain covenants and restrictive provisions [3]. - As of the expiration date, $351,008,000 of the Existing Steelcase Notes, representing 78% of the total, were validly tendered [6]. - The New HNI Notes will not be registered under the Securities Act and may only be offered under specific exemptions [7]. Group 3: Company Background - HNI Corporation has been in operation for over 75 years, focusing on workplace furnishings and residential building products [9]. - The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, while the Residential Building Products segment is the nation's leading manufacturer of hearth products [9].

Core Points - HNI Corporation and Steelcase Inc. announced preliminary results of shareholder elections regarding merger consideration as part of their merger agreement dated August 3, 2025 [1][2] - The completion of the transaction is subject to approval by shareholders and customary closing conditions [1] Merger Consideration Details - Upon consummation of the transaction, each share of Steelcase class A common stock will be converted into the right to receive either Mixed Consideration, Cash Consideration, or Stock Consideration [2] - Mixed Consideration consists of 0.2192 shares of HNI common stock and $7.20 in cash [2] - Cash Consideration is calculated as $7.20 plus the product of 0.2192 and the volume-weighted average closing price of HNI common stock over a specified period [2] - Stock Consideration is the sum of 0.2192 and the quotient of $7.20 divided by the HNI common stock reference price [2] Election Results - As of the election deadline, 95,489,941 shares of Steelcase Common Stock elected to receive Mixed Consideration, including those who failed to make a proper election [6] - 8,018,090 shares elected to receive Cash Consideration [6] - 11,968,798 shares elected to receive Stock Consideration [6] Company Background - Steelcase Inc. is a global leader in design and manufacturing of workplace furnishings, aiming to improve work environments [4] - HNI Corporation has over 75 years of experience in manufacturing workplace furnishings and residential building products, operating in two segments: Workplace Furnishings and Residential Building Products [7]

Financial Data and Key Metrics Changes - Non-GAAP earnings per share increased by 7% year-over-year, reaching $1.10, driven by a record third quarter non-GAAP operating margin of 10.8% [3][5] - Total net sales in the third quarter increased by 3% organically compared to the same period last year [5] - Non-GAAP operating margin expanded by 10 basis points year-over-year, marking the highest EBIT margin for the third quarter [5] Business Line Data and Key Metrics Changes - In the workplace furnishings segment, organic net sales increased by 3% year-over-year, with a non-GAAP segment operating profit margin exceeding 12% [5][6] - Residential building products revenue was roughly unchanged year-over-year, with new construction revenue down slightly and remodel retrofit sales growing modestly [6][7] - Orders in the residential building products segment increased by 2% year-over-year, with remodel retrofit orders up mid-single digits [9] Market Data and Key Metrics Changes - Builder sentiment has weakened recently, reflecting elevated interest rates and affordability issues, with permits moving lower [9][10] - The office space market is showing signs of recovery, with net absorption expected to be the highest since 2019, indicating improved demand for office furniture [12] - 18 of the largest U.S. markets are exceeding pre-pandemic leasing activity, suggesting a positive trend for workplace furnishings [12] Company Strategy and Development Direction - The company remains focused on margin expansion efforts and continued revenue growth while investing for future growth [8][10] - The pending acquisition of Steelcase is expected to create synergies of $120 million and accretion of $1.20 per share when fully mature [19] - The company is optimistic about long-term market fundamentals in residential building products, despite a soft new construction environment [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving double-digit non-GAAP EPS growth for the fourth consecutive year, despite ongoing macroeconomic uncertainties [18] - The company anticipates strong results driven by margin expansion and continued volume growth, with a focus on investing in growth initiatives [8][15] - Management highlighted the positive trends in the workplace furnishings market, particularly related to return-to-office dynamics [11][13] Other Important Information - The company expects fourth quarter revenue in workplace furnishings to increase at a high single-digit rate year-over-year, with residential building products also projected to grow at a high single-digit rate [16] - The anticipated post-closing net leverage is expected to approximate 2.1x, with a return to the targeted range of 1x-1.5x within 18-24 months [17] Q&A Session Summary Question: Clarification on Steelcase accretion - The $1.20 of accretion from Steelcase is based on the previously outlined synergies of $120 million, with confidence in achieving this figure [22][24] Question: Update on KI and Mexico contributions - The company expects to recognize $45 million-$50 million from KI and Mexico between 2025 and 2026, with more expected in 2025 than 2026 [25] Question: Industry volume relative to pre-pandemic levels - The company estimates that industry-wide volumes are still down by 30%-35% compared to pre-pandemic levels, indicating potential for mid-single-digit volume growth in the coming years [28][29] Question: Full-year guidance comparison - Revenue expectations for both workplace and residential segments remain in line with prior expectations, with some pressure on product mix and timing of investments [32] Question: Growth potential in residential building products - The company believes it can outperform the market despite a challenging environment, supported by ongoing investments and strong relationships with builders [34][36] Question: Risks associated with Steelcase integration - The company plans to maintain dealer partnerships and brand distribution during the integration, ensuring continued focus on unique brand positions [38][39]

Core Viewpoint - HNI Corporation has announced a definitive agreement to acquire Steelcase, Inc. in a cash and stock transaction, which includes an offer to exchange existing Steelcase Notes for new HNI Notes [1][4]. Acquisition Details - The acquisition is subject to shareholder approvals from both HNI and Steelcase, antitrust approvals, and other customary closing conditions [4]. - HNI has initiated an exchange offer for up to $450,000,000 of existing Steelcase Notes, with a current tender amount of $350,767,000, representing 77.95% of the total [1][8]. Exchange Offer and Consent Solicitation - The expiration date for the exchange offer and related consent solicitation has been extended to December 5, 2025 [2]. - HNI received sufficient consents to amend the existing Steelcase Indenture on October 9, 2025, and the amendments will take effect upon the settlement date of the exchange offer [3]. Conditions and Extensions - The completion of the acquisition is not contingent upon the exchange offer or consent solicitation, but the exchange offer is subject to the acquisition's consummation [4][5]. - If the acquisition is not expected to close by the anticipated settlement date, HNI plans to extend the expiration date accordingly [5]. Eligible Holders and Documentation - The exchange offer and consent solicitation are directed towards "Eligible Holders," defined as qualified institutional buyers or non-U.S. persons outside the United States [9].

Core Viewpoint - HNI Corporation has announced a definitive agreement to acquire Steelcase, Inc. in a cash and stock transaction, which includes an exchange offer for existing Steelcase notes [1]. Group 1: Acquisition Details - The acquisition of Steelcase is structured as a cash and stock transaction [1]. - HNI has initiated an offer to exchange up to $450 million of existing Steelcase notes for new HNI notes [1]. - As of October 9, 2025, HNI received consents from holders representing 77.83% of the existing Steelcase notes [2]. Group 2: Exchange Offer and Consent Solicitation - The withdrawal deadline for the exchange offer expired on October 9, 2025, and holders can no longer withdraw their notes [3]. - HNI has received sufficient consents to amend the existing Steelcase indenture, which will become operative upon the settlement date of the exchange offer [4]. - Eligible holders who tender their existing Steelcase notes by the early tender date will receive $1,000 principal amount of new HNI notes plus a consent payment of $2.50 in cash [6]. Group 3: Financial Terms - For each $1,000 principal amount of existing Steelcase notes tendered by the early tender date, holders will receive a total exchange consideration of $1,000 in new HNI notes and a cash payment [6]. - After the early tender date, holders will receive $970 principal amount of new HNI notes without the consent payment [6]. - The total amount of existing Steelcase notes outstanding is $450 million, with $350.23 million tendered by the early tender date, representing 77.83% [7]. Group 4: Settlement and Timing - The settlement date for the exchange offer is expected to occur within five business days after the expiration date [10]. - HNI may extend the expiration date if the acquisition is not expected to close by the anticipated settlement date [10]. Group 5: Company Background - HNI Corporation has been in operation for over 75 years, focusing on workplace furnishings and residential building products [14]. - The company operates under two segments: Workplace Furnishings and Residential Building Products, with a strong market presence in both areas [14].