SEC Form S-8 filed by HNI Corporation

As filed with the Securities and Exchange Commission on December 10, 2025 

Registration No. 333-______ 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HNI Corporation 

(Exact name of Registrant as specified in its charter)

HNI Corporation Incentive Compensation Plan for Legacy Steelcase Employees
(Full title of the plan)

Steven M. Bradford
Senior Vice President, General Counsel and Secretary
HNI Corporation
600 East Second Street
P.O. Box 1109
Muscatine, Iowa 52761-0071
(563) 272-7400
(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

EXPLANATORY NOTE

HNI Corporation, an Iowa corporation (“HNI” or the “Corporation”), is filing this registration statement on Form S-8 (this “Registration Statement”) to register 4,170,183 shares of its common stock, par value $1.00 per share (the “HNI Common Stock”), issuable pursuant to (i) certain restricted stock unit awards subject to time-based vesting and certain restricted stock unit awards subject to performance-based vesting granted under the Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 9, 2025 (the “Predecessor Plan”) that were assumed by HNI in connection with the completion of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated August 3, 2025, by and among HNI, Geranium Merger Sub I, Inc., a Michigan corporation and wholly owned subsidiary of HNI, Geranium Merger Sub II, LLC, a Michigan limited liability company and direct wholly owned subsidiary of HNI and Steelcase, Inc., a Michigan corporation (the “Merger”), and converted, in accordance with the terms of the Merger Agreement, into awards relating to HNI Common Stock, and (ii) awards to be granted after the date hereof to eligible individuals from the share reserve remaining, as of the consummation of the Merger, under the Predecessor Plan (as appropriately adjusted to reflect the Merger).  

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

All documents subsequently filed by the Corporation with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents, excluding information contained in such documents that is deemed furnished and not filed (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the securities registered hereunder will be passed upon for the Corporation by Steven M. Bradford, Senior Vice President, General Counsel and Secretary, who is employed by the Corporation but is not eligible to participate in the HNI Corporation Incentive Compensation Plan for Legacy Steelcase Employees (the “Plan”). Mr. Bradford owns, directly and indirectly, less than 1% of the outstanding shares of the HNI Common Stock.

Item 6.  Indemnification of Directors and Officers.

The Corporation is subject to the Iowa Business Corporation Act (the “IBCA”) which provides for or permits indemnification of directors and officers in certain situations. The Amended and Restated Articles of Incorporation of HNI Corporation, as amended (the “Articles”) provide that no director shall be personally liable to the Corporation or any shareholder for money damages for any action, or failure to take action, except for: (i) the amount of financial benefit received by a director to which the director is not entitled; (ii) an intentional infliction of harm on the Corporation or its shareholders; (iii) a violation of Section 490.833 of the IBCA which relates to liability for unlawful distributions; or (iv) an intentional violation of criminal law. While the Articles provide protection from awards for monetary damages for breaches of the duty of care, they do not eliminate the director’s duty of care. Accordingly, the Articles will not affect the availability of equitable remedies, such as an injunction, based on a director’s breach of the duty of care.

In addition, the Amended and Restated By-laws of HNI Corporation (the “By-laws”), provide that: (i) a director or an officer of the Corporation will not be liable as a director or an officer to the Corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, if the duties of the director or officer are performed in compliance with the respective standards of conduct for directors and officers prescribed in the IBCA; and (ii) the Corporation may indemnify a director or officer of the Corporation who is a party to a proceeding against liability incurred by such director or officer in the proceeding to the maximum extent permitted by and in the manner prescribed by the IBCA, including the advancement of expenses.

The By-laws further provide that the Corporation may enter into indemnification agreements consistent with the IBCA with each director of the Corporation and with such officers of the Corporation as the Board of Directors of the Corporation deems appropriate.  The Corporation has entered into agreements with its directors and with certain officers agreeing to indemnify them against certain liabilities to the fullest extent permitted under Iowa law, the Articles and the By-laws.  The Corporation also has director and officer liability insurance, under which each director and each of certain officers of the Corporation is insured against certain liabilities.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits

*Each document marked with an asterisk is filed herewith.

Item 9. Undertakings.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Corporation pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized.

POWER OF ATTORNEY AND SIGNATURES

Each person whose signature appears below constitutes and appoints Jeffrey D. Lorenger, Vincent Paul Berger II and Steven M. Bradford his or her true and lawful attorney-in-fact, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue hereof. 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.