SEC Comment Letter for HNI CORP (HNI) (CIK 0000048287) (HNI) — Sep 29, 2025
HNI CORP (HNI) (CIK 0000048287)
Date: Sept. 29, 2025 · CIK: 0000048287 · Accession: 0000000000-25-010611
AI Filing Summary & Sentiment
File numbers found in text: 333-290205
Letter
September 29, 2025 Jeffrey D. Lorenger Chief Executive Officer HNI CORPORATION 600 East Second Street P.O. Box 1109 Muscatine, Iowa 52761-0071 Re:HNI CORPORATION Registration Statement on Form S-4 Filed September 12, 2025 File No. 333-290205 Dear Jeffrey D. Lorenger: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 Filed September 12, 2025 Cover Page 1.The disclosure in the fourth paragraph covering the merger consideration is difficult to follow. Consider providing an illustrative example(s), perhaps in tabular format, of the cash to be paid and the number of HNI common stock that will be issued for one share of HNI based on the variations described. Discussing quotients, volume-weighted average closing prices, and number of trading days, while technically necessary, obscures the ability of a reader to understand what exactly they are receiving in the merger. Please revise here and the bullets on pages 122 and 123. We note disclosure that the HNI common stock reference price is based upon a trading price of HNI’s common stock over a certain period of time after the shareholder vote. Please disclose that Steelcase’s shareholders will not know at the 2.
September 29, 2025 Page 2 time of the vote the number of shares that they will receive. General 3.It appears that Steelcase shareholders will not make their cash/stock consideration election at the same time as their vote. Please advise us of the applicability of the tender offer rules to the cash election. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:James P. Dougherty
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September 29, 2025
Jeffrey D. Lorenger
Chief Executive Officer
HNI CORPORATION
600 East Second Street
P.O. Box 1109
Muscatine, Iowa 52761-0071
Re:HNI CORPORATION
Registration Statement on Form S-4
Filed September 12, 2025
File No. 333-290205
Dear Jeffrey D. Lorenger:
We have conducted a limited review of your registration statement and have the
following comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 Filed September 12, 2025
Cover Page
1.The disclosure in the fourth paragraph covering the merger consideration is difficult to
follow. Consider providing an illustrative example(s), perhaps in tabular format, of the
cash to be paid and the number of HNI common stock that will be issued for one share
of HNI based on the variations described. Discussing quotients, volume-weighted
average closing prices, and number of trading days, while technically necessary,
obscures the ability of a reader to understand what exactly they are receiving in the
merger. Please revise here and the bullets on pages 122 and 123.
We note disclosure that the HNI common stock reference price is based upon a
trading price of HNI’s common stock over a certain period of time after the
shareholder vote. Please disclose that Steelcase’s shareholders will not know at the 2.
September 29, 2025
Page 2
time of the vote the number of shares that they will receive.
General
3.It appears that Steelcase shareholders will not make their cash/stock consideration
election at the same time as their vote. Please advise us of the applicability of the
tender offer rules to the cash election.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jenny O'Shanick at 202-551-8005 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:James P. Dougherty