•

at the election of the holder of such share, subject to adjustment as described below (i) (a) 0.2192 shares of common stock of HNI (“HNI common stock”) and (b) $7.20 in cash (the “mixed consideration”); (ii) an amount of cash (the “cash consideration”), equal to the sum (rounded to two decimal places) of (a) $7.20 and (b) the product obtained by multiplying 0.2192 by the volume-weighted average closing price (rounded to four decimal places) of one share of HNI common stock on the New York Stock Exchange (the “NYSE”) for the period of 10 consecutive trading days ending on the second full trading day prior to the date on which the closing of the mergers occurs (the “HNI common stock reference price”); or (iii) a number of shares of HNI common stock (the “stock consideration”) equal to the sum of (a) 0.2192 and (b) the quotient (rounded to four decimal places) obtained by dividing $7.20 by the HNI common stock reference price; or

•

in the case of any such share as to which the holder thereof does not make an election, the mixed consideration.

•

Proposal to approve the issuance of shares of HNI common stock to holders of Steelcase common stock pursuant to the Merger Agreement (the “HNI common stock issuance proposal”).

(1)

a proposal to adopt the Merger Agreement and approve the first merger (the “Steelcase merger proposal”); and

(2)

a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Steelcase’s named executive officers that is based on or otherwise relates to the mergers (the “Steelcase compensation proposal”).

•

“BofA Securities” means BofA Securities, Inc., financial advisor to Steelcase;

•

“Business Day” means any day other than a Saturday, Sunday or a day on which all banking institutions in Grand Rapids, Michigan or Muscatine, Iowa are authorized or obligated by law or executive order to close;

•

“business combination statute” means Section 490.1110 of the IBCA;

•

•

“Closing” means the closing of the mergers;

•

“closing date” means the date on which the Closing occurs;

•

“Code” means the Internal Revenue Code of 1986, as amended;

•

“combined company” means HNI after the consummation of the mergers;

•

“election deadline” means 5:00 p.m., Eastern time, on the date that is three Business Days prior to the closing date (or such other time and date as HNI and Steelcase shall agree);

•

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

•

“first effective time” means the effective time of the first merger;

•

•

“GAAP” means accounting principles generally accepted in the U.S.;

•

“Georgeson” means Georgeson LLC, proxy solicitor for HNI and Steelcase;

•

“Goldman Sachs” or “GS” means Goldman Sachs & Co. LLC, financial advisor to Steelcase;

•

“HNI” means HNI Corporation, an Iowa corporation;

•

“HNI acquisition proposal” means a proposal or offer from any person providing for any (i) merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving HNI, pursuant to which any such person (including such person’s or resulting company’s direct or indirect shareholders) would own or control, directly or indirectly, 20% or more of the voting power of HNI, (ii) sale, license or other disposition, directly or indirectly, of assets of HNI (including the capital stock or other equity interests of any of its subsidiaries) or any subsidiary of HNI representing 20% or more of the consolidated assets, revenues or net income of HNI and its subsidiaries, taken as a whole, (iii) issuance or sale or other disposition of capital stock or other equity interests representing 20% or more of the voting power of HNI, (iv) tender offer, exchange offer or any other transaction or series of transactions in which any person would acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of capital stock or other equity interests representing 20% or more of the voting power of HNI or (v) any related combination of the foregoing;

•

“HNI articles of incorporation” means the Amended and Restated Articles of Incorporation of HNI, as amended;

•

“HNI by-laws” means the Amended and Restated By-laws of HNI;

•

•

•

“HNI intervening event” means a material event or circumstance that was not known to, or reasonably foreseeable by, the HNI board of directors on August 3, 2025 (or if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable to the HNI board of directors as of August 3, 2025), which event or circumstance, or any consequence thereof, becomes known to the HNI board of directors prior to the approval of the issuance of HNI common stock in connection with the mergers by the votes cast favoring such issuance exceeding the votes cast opposing such issuance, in each case, by the holders of the shares of HNI common stock, present in person or represented by proxy and entitled to vote at the HNI special meeting at which a quorum is present; provided that in no event shall any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to an HNI acquisition proposal constitute an HNI intervening event;

•

“HNI preferred stock” means shares of serial preferred stock, par value $1.00 per share;

•

“HNI superior proposal” means a bona fide written HNI acquisition proposal (provided, however, that for purposes of this definition, references to “20% or more” in the definition of “HNI acquisition proposal” shall be deemed to be references to “more than 50%”), which the HNI board of directors determines in good faith (after consultation with its financial advisors and outside legal counsel) (i) to be reasonably likely to be consummated if accepted and (ii) to be more favorable to HNI’s shareholders than the mergers and the other transactions contemplated by the Merger Agreement, in each case, taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and the Merger Agreement, and any changes to the terms of the Merger Agreement offered by Steelcase in response to such HNI acquisition proposal;

•

“Iowa law” or the “IBCA” means the Iowa Business Corporation Act;

•

“IRS” means the Internal Revenue Service;

•

“J.P. Morgan” means J.P. Morgan Securities LLC, financial advisor to HNI;

•

“Merger Agreement” means the Agreement and Plan of Merger, dated as of August 3, 2025, by and among HNI, Steelcase, Merger Sub Inc. and Merger Sub LLC, as amended from time to time;

•

“Merger Sub Inc.” means Geranium Merger Sub I, Inc., a Michigan corporation;

•

“Merger Sub LLC” means Geranium Merger Sub II, LLC, a Michigan limited liability company;

•

“mergers” means the first merger and the second merger;

•

•

“MLLCA” means the Michigan Limited Liability Company Act;

•

“NYSE” means the New York Stock Exchange;

•

“SEC” means the U.S. Securities and Exchange Commission;

•

“second effective time” means the effective time of the second merger;

•

•

“Steelcase” means Steelcase Inc., a Michigan corporation;

•

“Steelcase acquisition proposal” means a proposal or offer from any person providing for any (i) merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving Steelcase, pursuant to which any such person (including such person’s or resulting company’s direct or indirect shareholders) would own or control, directly or indirectly, 20% or more of the voting power of Steelcase, (ii) sale, license or other disposition, directly or indirectly, of assets of Steelcase (including the capital stock or other equity interests of any of its subsidiaries) or any subsidiary of Steelcase representing 20% or more of the consolidated assets, revenues or net income of Steelcase and its subsidiaries, taken as a whole, (iii) issuance or sale or other disposition of capital stock or other equity interests representing 20% or more of the voting power of Steelcase, (iv) tender offer, exchange offer or any other transaction or series of transactions in which any person would acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of capital stock or other equity interests representing 20% or more of the voting power of Steelcase or (v) any related combination of the foregoing;

•

“Steelcase articles of incorporation” means the Second Restated Articles of Incorporation of Steelcase, amended as of July 13, 2011;

•

“Steelcase by-laws” means the Amended By-laws of Steelcase, amended as of January 11, 2023;

•

“Steelcase common stock” means the Steelcase class A common stock, no par value;

•

“Steelcase intervening event” means a material event or circumstance that was not known by, or reasonably foreseeable to, the Steelcase board of directors on August 3, 2025 (or if known or reasonably foreseeable, the consequences of which were not known or reasonably foreseeable to the Steelcase board of directors as of August 3, 2025), which event or circumstance, or any consequence thereof, becomes known to the Steelcase board of directors prior to the adoption of the Merger Agreement and the approval of the first merger by the affirmative vote of the holders of a majority of the outstanding shares of Steelcase common stock entitled to vote thereon; provided that in no event will any inquiry, offer or proposal that constitutes or would reasonably be expected to lead to a Steelcase acquisition proposal constitute a Steelcase intervening event;

•

“Steelcase stock” means Steelcase common stock and Steelcase class B common stock, no par value;

•

“Steelcase superior proposal” means a bona fide written Steelcase acquisition proposal (provided, however, that for purposes of this definition, references to “20% or more” in the definition of “Steelcase acquisition proposal” will be deemed to be references to “more than 50%”), which the Steelcase board of directors determines in good faith (after consultation with its financial advisors and outside legal counsel) (i) to be reasonably likely to be consummated if accepted and (ii) to be more favorable to Steelcase’s shareholders than the mergers and the other transactions contemplated by the Merger Agreement, in each case, taking into account at the time of determination all relevant circumstances, including the various legal, financial and regulatory aspects of the proposal, all the terms and conditions of such proposal and the Merger Agreement, and any changes to the terms of the Merger Agreement offered by HNI in response to such Steelcase acquisition proposal;

•

•

“surviving corporation” means Steelcase as the surviving corporation in the first merger;

•

“surviving entity” means Merger Sub LLC immediately after the consummation of the second merger;

•

“synergies” means the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the transactions;

•

“transactions” means the mergers and the other transactions contemplated by the Merger Agreement; and

•

“voting and support agreements” means the Voting and Support Agreement, dated as of August 3, 2025, by and among HNI, Robert C. Pew III and Susan H. Taylor, and the Voting and Support Agreement, dated as of August 3, 2025, by and between HNI and Jennifer C. Niemann.

Q:

Why am I receiving this joint proxy statement/prospectus?

A:

You are receiving this joint proxy statement/prospectus because HNI, Merger Sub Inc., Merger Sub LLC and Steelcase have entered into an Agreement and Plan of Merger, dated as of August 3, 2025 (as it may be amended from time to time, the “Merger Agreement”). A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. Under the Merger Agreement, subject to the satisfaction (or to the extent permitted by law and in accordance with the Merger Agreement, waiver) of the conditions to the mergers set forth in the Merger Agreement, Merger Sub Inc. will merge with and into Steelcase (the “first merger”), whereupon the separate existence of Merger Sub Inc. shall cease, so that Steelcase is the surviving corporation (sometimes referred to in such capacity as the “surviving corporation”). Immediately following the completion of the first merger, the surviving corporation will merge with and into Merger Sub LLC (the “second merger” and, together with the first merger, the “mergers”), whereupon the separate existence of the surviving corporation will cease, so that Merger Sub LLC is the surviving entity (sometimes referred to in such capacity as the “surviving entity”).

•

holders of Steelcase common stock adopt the Merger Agreement and approve the first merger; and

•

holders of HNI common stock approve the issuance of HNI common stock in connection with the mergers.

Q:

What will happen in the mergers?

A:

In the first merger, Merger Sub Inc. will merge with and into Steelcase, whereupon the separate existence of Merger Sub Inc. will cease, so that Steelcase is the surviving corporation. In the second merger, immediately following the completion of the first merger, the surviving corporation will merge with and into Merger Sub LLC, whereupon the separate existence of the surviving corporation will cease, so that Merger Sub LLC is the surviving entity. Each share of Steelcase common stock issued and outstanding immediately prior to the first effective time (other than shares of Steelcase common stock held directly by HNI, Merger Sub Inc. or Merger Sub LLC) will, at the first effective time, be automatically canceled and converted into, at the election of the holder thereof, the right to receive the applicable merger consideration, as described below.

Q:

What will holders of Steelcase common stock receive in connection with the mergers?

A:

Pursuant to the Merger Agreement, at the effective time of the first merger (the “first effective time”), each share of Steelcase class A common stock, no par value (“Steelcase common stock”), issued and outstanding immediately before the first effective time (other than shares owned by HNI, Merger Sub Inc. and Merger Sub LLC) will convert into the right to receive, in accordance with and subject to the terms, conditions and procedures in the Merger Agreement, the following consideration (collectively with, if applicable, cash in lieu of fractional shares as described below, the “merger consideration”), without interest and subject to any required tax withholding: at the election of the holder of such share, subject to adjustment as described below (i) (a) 0.2192 shares of common stock of HNI (“HNI common stock”) and (b) $7.20 in cash (the “mixed consideration”); (ii) an amount of cash (the “cash consideration”), equal to the sum (rounded to two decimal places) of (a) $7.20 and (b) the product obtained by multiplying 0.2192 by the volume-weighted average closing price (rounded to four decimal places) of one share of HNI common stock on the New York Stock Exchange (the “NYSE”) for the period of 10 consecutive trading days ending on the second full trading day prior to the date on which the closing of the mergers occurs (the “HNI common stock reference price”); or (iii) a number of shares of HNI common stock (the “stock consideration”) equal to the sum of (a) 0.2192 and (b) the quotient (rounded to four decimal places) obtained by dividing $7.20 by the HNI common stock reference price; or in the case of any such share as to which the holder thereof does not make an election, the mixed consideration. See the information provided in the section entitled “The Merger Agreement—Merger Consideration.” The HNI common stock reference price will be calculated as the volume-weighted (based on the number of shares of HNI common stock traded on each trading day used for this calculation) average of the closing sale price per share of HNI common stock on the New York Stock Exchange during the applicable 10-consecutive-trading-day period.

Q:

What will holders of HNI common stock receive in connection with the mergers?

A:

Holders of HNI common stock will not receive any consideration in connection with the mergers, and their shares of HNI common stock will remain outstanding. Following the second effective time, shares of HNI common stock will continue to be listed on the NYSE under the trading symbol “HNI.”

Q:

How will Steelcase shareholders make an election as to the type of merger consideration they prefer to receive?

A:

Each holder of record of Steelcase common stock as of the close of business on October 30, 2025 will be mailed an election form (“Election Form”), including a letter of transmittal and related instructions. These materials will be mailed at least 20 Business Days in advance of the anticipated closing date. In addition, HNI will make available an Election Form (and other related documents) as may reasonably be requested by all persons who become record holders of Steelcase common stock between October 30, 2025 and the close of business on the Business Day prior to the election deadline. A holder of record of Steelcase common stock can make an election as to the type of merger consideration such shareholder prefers to receive by properly completing, signing and returning the Election Form in accordance with the related instructions. The Election Form will allow such holder to specify (x) the number of shares of such holder’s Steelcase common stock with respect to which such holder makes an election to receive the mixed consideration (a “mixed election”); (y) the number of shares of such holder’s Steelcase common stock with respect to which such holder makes an election to receive the cash consideration (a “cash election”); and (z) the number of shares of such holder’s Steelcase common stock with respect to which such holder makes an election to receive the stock consideration (a “stock election”). Any Steelcase shareholder who does not make an election will be deemed to have made an election to receive the mixed consideration.

Q:

If I am a Steelcase shareholder, how will I receive the merger consideration to which I become entitled?

A:

If you hold shares of Steelcase common stock represented by a certificate, then, following the first effective time (1) the Exchange Agent will forward to you a form letter of transmittal to be completed and mailed by you to the Exchange Agent, unless the Exchange Agent previously received a properly completed and signed Election Form, together with any required letter of transmittal, from you by the election deadline with

Q:

A:

Not necessarily. The aggregate amount of cash and the aggregate number of shares of HNI common stock to be paid and issued, respectively, to Steelcase shareholders pursuant to the Merger Agreement are fixed (other than in the case of any adjustment described in “The Merger Agreement—Merger Consideration—Adjustments”).

Q:

A:

A Steelcase shareholder’s election as to their preferred form of merger consideration, to be properly made, must be received by the Exchange Agent by the election deadline, which the Merger Agreement provides will be 5:00 p.m., Eastern time, three Business Days preceding the closing date (or such other time and date as HNI and Steelcase shall agree). Steelcase and HNI will issue a press release announcing the date of the election deadline.

Q:

A:

If you are a Steelcase shareholder, and the Exchange Agent does not receive a properly completed and signed Election Form from you on or prior to the election deadline, then you will be deemed to have elected to receive mixed consideration with respect to your shares of Steelcase common stock. You bear the risk of delivery of the Election Form to the Exchange Agent.

Q:

A:

Yes. You may revoke your election prior to the election deadline by submitting a written notice of revocation to the Exchange Agent. A revocation must specify the name of the shareholder that made the election to be revoked and be signed by the shareholder in the same manner as the original signature on the Election Form by which such election was made. If you wish to submit a new election, you must do so in accordance with the election procedures described in this joint proxy statement/prospectus and the Election Form. If you instructed a bank, broker or other nominee holder to submit an election for your shares, you must follow directions from your bank, broker or other nominee for changing those instructions. A notice of revocation must be received by the Exchange Agent prior to the election deadline to be valid.

Q:

A:

Yes, but only if you revoke your election or the Merger Agreement is terminated. Once you properly make an election with respect to any shares of Steelcase common stock, you will be unable to sell or otherwise transfer those shares, unless you properly revoke your election or the Merger Agreement is terminated.

Q:

Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the first effective time?

A:

Yes. Although the aggregate number of shares of HNI common stock that holders of Steelcase common stock will receive is fixed, the value of the aggregate merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the first merger based on the market value of HNI common stock. Any fluctuation in the market price of HNI common stock after the date of this joint proxy statement/prospectus will change the value of the shares of HNI common stock that holders of Steelcase common stock will receive. See the information provided in the section entitled “The Merger Agreement—Merger Consideration.”

Q:

A:

Restricted Stock Unit Awards. Each Steelcase restricted stock unit award that is outstanding immediately prior to the first effective time, including those held by Steelcase’s executive officers, that vests based solely on continued service, and that is unvested as of immediately prior to the first effective time will be assumed by HNI and converted into an award that settles in an amount in cash (that accrues interest using the agreed upon applicable interest rate, as adjusted for the Steelcase’s credit rating as of the end of Steelcase’s fiscal year prior to the Closing (the “applicable interest rate”)) and a number of shares of HNI common stock (rounded to the nearest whole share) that the holder would have received if the holder had converted all of the Steelcase common stock underlying such Steelcase restricted stock unit award based on an election to receive mixed consideration.

Q:

When and where will each of the special meetings take place?

A:

The HNI special meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/HNI2025SM, on December 5, 2025, at 11:30 a.m., Eastern time (10:30 a.m., Central time). There will be no physical location for the HNI special meeting.

Q:

A:

At the HNI special meeting, holders of HNI common stock will be asked to consider and vote on the following proposal:

Q:

How can I attend the HNI special meeting?

A:

The HNI special meeting will be a virtual-only meeting conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/HNI2025SM. There will be no physical location for the HNI special meeting.

Q:

How can I attend the Steelcase special meeting?

A:

The Steelcase special meeting will be a virtual-only meeting conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/SCS2025SM. There will be no physical location for the Steelcase special meeting.

Q:

Who do I contact if I am encountering difficulties attending each of the special meetings?

A:

If you encounter technical difficulties attending the HNI special meeting, please call the technical support telephone number that will be posted at www.virtualshareholdermeeting.com/HNI2025SM. Technicians will be available to assist you.

Q:

How does the HNI board of directors recommend that I vote at the HNI special meeting?

A:

The HNI board of directors recommends that you vote “FOR” the HNI common stock issuance proposal.

Q:

How does the Steelcase board of directors recommend that I vote at the Steelcase special meeting?

A:

The Steelcase board of directors recommends that the holders of Steelcase common stock vote “FOR” the Steelcase merger proposal and “FOR” the Steelcase compensation proposal.

Q:

Do any of Steelcase’s directors or executive officers have interests in the mergers that may differ from or be in addition to the interests of holders of Steelcase common stock?

A:

Yes. In considering the recommendation of Steelcase’s board of directors to vote for the Steelcase merger proposal and the Steelcase compensation proposal, you should be aware that Steelcase’s directors and executive officers may have interests in the mergers that are different from, or in addition to, the interests of holders of Steelcase common stock generally. The Steelcase board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated by the Merger Agreement (including the mergers), in adopting and approving the Merger Agreement and the transactions contemplated by the Merger Agreement (including the mergers) and in recommending to holders of Steelcase common stock that they vote to approve the Steelcase merger proposal and the Steelcase compensation proposal. For a more detailed discussion of these interests, see the section entitled “The Mergers—Interests of Steelcase’s Directors and Executive Officers in the Mergers.”

Q:

Do any of HNI’s directors or executive officers have interests in the mergers that may differ from or be in addition to the interests of holders of HNI common stock?

A:

Yes. In considering the recommendation of HNI’s board of directors to vote for the HNI common stock issuance proposal, you should be aware that HNI’s directors and executive officers may have interests in the mergers that are different from, or in addition to, the interests of holders of HNI common stock generally. The HNI board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated by the Merger Agreement (including the mergers), in adopting and approving the Merger Agreement and the transactions contemplated by the Merger Agreement (including the mergers) and in recommending to holders of HNI common stock that they vote to approve the HNI common stock issuance proposal. For a more detailed discussion of these interests, see the section entitled “The Mergers—Interests of HNI’s Directors and Executive Officers in the Mergers.”

Q:

Who is entitled to vote at the HNI special meeting?

A:

The record date for the HNI special meeting is October 14, 2025. All holders of HNI common stock who held shares at the close of business on the record date for the HNI special meeting are entitled to receive notice of, and to vote at, the HNI special meeting. If you hold your shares of HNI common stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in

Q:

Who is entitled to vote at the Steelcase special meeting?

A:

The record date for the Steelcase special meeting is October 14, 2025. All holders of Steelcase common stock who held shares at the close of business on the record date for the Steelcase special meeting are entitled to receive notice of, and to vote at, the Steelcase special meeting. If you hold your shares of Steelcase common stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee that is the holder of record of those shares can give you the right to vote those shares at the Steelcase special meeting. See the answer to the question “How can I attend the Steelcase special meeting?” above for additional information.

Q:

What constitutes a quorum for the HNI special meeting?

A:

A majority of the outstanding HNI common shares entitled to vote, represented in person or by proxy, shall constitute a quorum for action on that matter at the HNI special meeting. In the event that a quorum is not present at the HNI special meeting, the chairman of the HNI special meeting may adjourn the HNI special meeting to a later date and time (in each case, subject to applicable law and compliance with HNI’s articles of incorporation and bylaws). If you fail to submit a proxy or to vote at the HNI special meeting on a proposal, or fail to instruct your bank, broker or other nominee how to vote on any proposals, your shares of HNI common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

Q:

What constitutes a quorum for the Steelcase special meeting?

A:

The holders of a majority of the voting power of shares entitled to vote at the Steelcase special meeting must be present or represented by proxy at the Steelcase special meeting to constitute a quorum for the transaction of business at the Steelcase special meeting. In the event that a quorum is not present at the Steelcase special meeting, the chairman of the Steelcase special meeting may adjourn the Steelcase special meeting to a later date and time (in each case, subject to applicable law and compliance with the Steelcase articles of incorporation and by-laws). If you fail to submit a proxy or to vote at the Steelcase special meeting, or fail to instruct your bank, broker or other nominee how to vote, your shares of Steelcase common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

Q:

If my shares of common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A:

If you hold your shares in a stock brokerage account or if your shares are held by a bank, broker or other nominee (that is, in “street name”) and fail to give voting instructions, your bank, broker or other nominee will not vote those shares. This applies to shares of both HNI common stock and Steelcase common stock.

Q:

What vote is required for the approval of each proposal at the HNI special meeting?

A:

HNI common stock issuance proposal: approval of the HNI common stock issuance proposal requires the affirmative vote of a majority of the votes cast at the HNI special meeting. Shares of HNI common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of the HNI common stock issuance proposal.

Q:

What vote is required for the approval of each proposal at the Steelcase special meeting?

A:

Proposal 1 – Steelcase merger proposal: approval of the Steelcase merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Steelcase common stock entitled to vote thereon at the Steelcase special meeting. Shares of Steelcase common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as a vote “AGAINST” the Steelcase merger proposal; and

Q:

Why am I being asked to consider and vote on the Steelcase compensation proposal?

A:

Under SEC rules, Steelcase is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to Steelcase’s named executive officers that is based on or otherwise relates to the mergers.

Q:

What happens if the holders of Steelcase common stock do not approve, by non-binding, advisory vote, the compensation proposal?

A:

The vote on the Steelcase compensation proposal is separate and apart from the vote to approve the other proposal being presented at the Steelcase special meeting. Because the vote on the Steelcase compensation proposal is advisory only, it will not be binding upon Steelcase, HNI, or the surviving entity or affect their obligation to pay or provide the compensation contemplated by the compensation agreements and arrangements. Accordingly, the compensation that is the subject of the Steelcase compensation proposal will be paid to Steelcase’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the holders of Steelcase common stock do not approve the Steelcase compensation proposal.

Q:

What if I hold shares in both HNI and Steelcase?

A:

If you hold shares of both HNI common stock and Steelcase common stock, you will receive two separate packages of proxy materials. A vote cast as a holder of HNI common stock will not count as a vote cast as a holder of Steelcase common stock, and a vote cast as a holder of Steelcase common stock will not count as a vote cast as a holder of HNI common stock. Therefore, please submit separate proxies for your shares of HNI common stock and your shares of Steelcase common stock.

Q:

How can I vote my shares while in attendance at my respective special meeting?

A:

Record holders: Shares held directly in your name as the holder of record of HNI common stock or Steelcase common stock may be voted at the HNI special meeting or the Steelcase special meeting, as applicable. If you choose to vote your shares of HNI common stock at the HNI special meeting via the HNI special meeting website, please follow the instructions on your proxy card. If you choose to vote your shares of Steelcase common stock at the Steelcase special meeting via the Steelcase special meeting website, please follow the instructions on your proxy card.

Q:

How can I vote my shares without attending my respective special meeting?

A:

Whether you hold shares directly as the holder of record of HNI common stock or Steelcase common stock or you beneficially own shares held in “street name,” you may direct your vote by proxy without attending the HNI special meeting or the Steelcase special meeting, as applicable.

Q:

What do I need to do now?

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote as soon as possible. If you hold shares of HNI common stock or Steelcase common stock as a holder of record, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the Internet, as soon as possible so that your shares may be represented at your meeting. If you beneficially own shares held in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

Q:

Why is my vote important?

A:

If you do not vote, it will be more difficult for HNI or Steelcase, as applicable, to obtain the necessary quorum to hold its respective special meeting. In addition, your failure to submit a proxy or vote at the respective special meeting, or failure to instruct your bank, broker or other nominee how to vote, will have the same effect as a vote “AGAINST” the Steelcase merger proposal.

Q:

Can I change my vote after I have delivered my proxy or voting instruction card?

A:

Yes. You can change your vote at any time before your proxy is voted at your respective special meeting. You can do this by:

•

timely delivery of a written notice of revocation of your proxy to Steelcase’s or HNI’s secretary or corporate secretary, as applicable, before the date of the respective special meeting;

•

signing and returning a subsequently dated proxy by 11:59 p.m., Eastern time (10:59 p.m., Central time) on the day before the HNI special meeting or the Steelcase special meeting, as applicable;

•

voting by telephone or the Internet at a later time; or

•

attending and voting at the respective special meeting.

Q:

Will HNI be required to submit the HNI common stock issuance proposal to its shareholders even if the HNI board of directors has withdrawn or modified its recommendation?

A:

Yes. Unless the Merger Agreement is terminated before the HNI special meeting, HNI is required to submit the HNI common stock issuance proposal to its shareholders even if the HNI board of directors has withdrawn or modified its recommendation.

Q:

Will Steelcase be required to submit the Steelcase merger proposal to its shareholders even if the Steelcase board of directors has withdrawn or modified its recommendation?

A:

Yes. Unless the Merger Agreement is terminated before the Steelcase special meeting, Steelcase is required to submit the Steelcase merger proposal to its shareholders even if the Steelcase board of directors has withdrawn or modified its recommendation.

Q:

What happens if I sell my shares of HNI common stock or Steelcase common stock after the record date but before the date of the HNI special meeting or the Steelcase special meeting?

A:

The respective record dates for the HNI special meeting and the Steelcase special meeting are earlier than the date of the HNI special meeting and the Steelcase special meeting and the date that the mergers are expected to be completed. If you transfer your shares of HNI common stock or Steelcase common stock after the applicable record date but before the date of the HNI special meeting or the Steelcase special meeting, you will retain your right to vote at the HNI special meeting or the Steelcase special meeting, as applicable, but holders of Steelcase common stock who have transferred their shares of Steelcase common stock before the first effective time will not have the right to receive the merger consideration to be received by the holders of Steelcase common stock in the first merger. To receive the merger consideration, you must hold your shares of Steelcase common stock through the first effective time.

Q:

Are holders of HNI common stock or holders of Steelcase common stock entitled to appraisal or dissenters’ rights?

A:

No. No appraisal or dissenters’ rights will be available to the holders of HNI common stock or the holders of Steelcase common stock in connection with the mergers. For more information, see the section entitled “The Mergers—Appraisal or Dissenters’ Rights in the Mergers.”

Q:

Are there any risks that I should consider in deciding whether to vote for the approval of the HNI common stock issuance proposal or the Steelcase merger proposal, or the other proposals to be considered at the HNI special meeting or the Steelcase special meeting, respectively?

A:

Yes. You should read and carefully consider the risk factors set forth herein in the section entitled “Risk Factors.” You also should read and carefully consider the risk factors of HNI and Steelcase contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

Q:

What are the material U.S. federal income tax consequences of the mergers to holders of Steelcase common stock?

A:

The mergers are intended, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The completion of the mergers, however, is not conditioned on the mergers qualifying for such treatment or upon the receipt of an opinion of counsel to that effect. In addition, an opinion of tax counsel neither binds the IRS nor precludes the IRS or the courts from adopting a contrary position. Neither HNI nor Steelcase intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the mergers. Accordingly, even if HNI and Steelcase conclude that the mergers qualify for such tax treatment, no assurance can be given that the IRS will not challenge that conclusion or that a court would not sustain such a challenge. Assuming the mergers do so qualify as a reorganization, the U.S. federal income tax consequences of the mergers to a particular U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers”) of Steelcase common stock will depend on whether such holder of Steelcase common stock receives cash, shares of HNI common stock or a combination of cash and shares of HNI common stock in exchange for such holder’s shares of Steelcase common stock. In general,

•

a U.S. Holder who receives solely shares of HNI common stock in exchange for shares of Steelcase common stock in the mergers will generally not recognize gain or loss as a result of such exchange. A U.S. Holder’s aggregate tax basis in the HNI common stock received in exchange for the Steelcase common stock surrendered will equal the U.S. Holder’s aggregate tax basis in the shares of Steelcase common stock exchanged therefor;

•

a U.S. Holder of Steelcase common stock who receives solely cash in exchange for shares of Steelcase common stock in the mergers generally will recognize capital gain or loss equal to the difference between the amount of cash received by such holder and such holder’s adjusted tax basis in the shares of Steelcase common stock exchanged therefor; and

•

a U.S. Holder of Steelcase common stock who exchanges shares of Steelcase common stock for a combination of HNI common stock and cash will recognize gain, if any, (but not loss) equal to the lesser of (i) the excess, if any, of the amount of cash plus the fair market value at the first effective

Q:

When are the mergers expected to be completed?

A:

HNI and Steelcase expect the mergers to close by the end of calendar year 2025. However, neither HNI nor Steelcase can predict the actual date on which the mergers will be completed, or if the mergers will be completed at all, because completion is subject to conditions and factors outside the control of both HNI and Steelcase. HNI and Steelcase must obtain the approval of the holders of HNI common stock for the HNI common stock issuance proposal and of the holders of Steelcase common stock for the Steelcase merger proposal, as well as obtain regulatory approval and satisfy certain other closing conditions.

Q:

What are the conditions to completion of the mergers?

A:

The obligations of HNI and Steelcase to complete the mergers are subject to the satisfaction or waiver of certain closing conditions contained in the Merger Agreement, including (a) the adoption of the Merger Agreement and the approval of the first merger by the affirmative vote of the holders of a majority of the outstanding shares of Steelcase common stock entitled to vote thereon; (b) approval of the issuance of HNI common stock in connection with the mergers by the votes cast favoring the HNI common stock issuance exceeding the votes cast opposing the HNI common stock issuance, in each case, by the holders of the shares of HNI common stock, present in person or represented by proxy and entitled to vote; (c) the shares of HNI common stock to be issued to holders of Steelcase common stock in connection with the mergers being approved for listing on the NYSE, subject to official notice of issuance; (d) the effectiveness of the registration statement to be filed by HNI with the SEC in connection with the registration under the Securities Act of 1933, as amended, of the HNI common stock to be issued in the mergers; (e) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, relating to the consummation of the mergers; (f) the absence of an injunction or law prohibiting the mergers; (g) the accuracy of the parties’ respective representations and warranties, subject to standards of materiality set forth in the Merger Agreement, (h) material compliance by each party with its respective obligations under the Merger Agreement; and (i) the absence of a material adverse effect with respect to each of HNI and Steelcase. See “The Merger Agreement—Conditions to Completion of the Mergers.”

Q:

What happens if the mergers are not completed?

A:

If the mergers are not completed, holders of Steelcase common stock will not receive any merger consideration for their shares of Steelcase common stock in connection with the mergers, and Steelcase common stock will not be exchanged for HNI common stock, cash or a mixture of HNI common stock and cash in connection with the mergers. Instead, Steelcase will remain an independent public company, Steelcase common stock will continue to be listed on the NYSE, and HNI will not complete the issuance of shares of HNI common stock pursuant to the Merger Agreement. In addition, the Merger Agreement provides for the payment by Steelcase to HNI of a termination fee of $67 million if the Merger Agreement is terminated in specified circumstances, and for payment by HNI to Steelcase of a termination fee of $71 million or $134 million, as applicable, if the Merger Agreement is terminated in specified circumstances. See the section entitled “The Merger Agreement—Termination Fees” for a more detailed discussion of the circumstances under which a termination fee will be required to be paid by either HNI or Steelcase.

Q:

Should I send in my Steelcase stock certificates now?

A:

Please do not send in your stock certificates with your proxy. If you hold shares of Steelcase common stock in certificated form, you should instead submit your Steelcase stock certificates to the Exchange Agent with

Q:

What should I do if I receive more than one set of voting materials for the same special meeting?

A:

If you hold shares of HNI common stock or Steelcase common stock in “street name” and also directly in your name as a holder of record or otherwise, or if you hold shares of HNI common stock or Steelcase common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the same special meeting.

Q:

Who can help answer my questions?

A:

HNI shareholders: If you have any questions about the mergers or how to submit your proxy card or voting instruction form, or if you need additional copies of this joint proxy statement/prospectus, please contact HNI’s corporate secretary at 600 East Second Street, P.O. Box 1109, Muscatine, Iowa 52761 or by telephone at (563) 272-7400, or HNI’s proxy solicitor, Georgeson, by calling toll-free at 1-866-585-3807.

•

the market price of HNI common stock and/or Steelcase common stock could be reduced to the extent that the current market price reflects a market assumption that the transaction will be completed;

•

HNI could owe Steelcase a termination fee of $71 million or $134 million, as applicable, if the Merger Agreement were terminated under specified circumstances as described in the section titled “The Merger Agreement—Termination Fees” beginning on page 144;

•

Steelcase could owe HNI a termination fee of $67 million if the Merger Agreement were terminated under specified circumstances as described in the section titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 142;

•

HNI and/or Steelcase could experience negative reactions from the financial markets or from their respective customers, dealers, suppliers or employees; and

•

HNI and Steelcase could become involved in litigation related to any failure to complete the mergers or related to any enforcement proceeding commenced against HNI or Steelcase to perform their respective obligations pursuant to the Merger Agreement.

•

the risk that Steelcase shareholders may not approve the Merger Agreement;

•

the risk that HNI shareholders may not approve the HNI common stock issuance;

•

uncertainties as to the timing of consummation the mergers;

•

the uncertainty of the value of the merger consideration due to the fixed merger consideration and potential fluctuation in the market price of HNI common stock;

•

the occurrence of events that may give rise to a right of either or both of HNI and Steelcase to terminate the Merger Agreement;

•

the possibility that the mergers are delayed or do not occur;

•

the risk that the conditions to the closing of the mergers may not be satisfied in a timely manner or at all;

•

the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties;

•

the effects of disruption to HNI’s and Steelcase’s respective businesses;

•

negative effects of the announcement of HNI’s proposal to acquire Steelcase or the announcement or completion of the mergers on the market price of HNI common stock and/or Steelcase common stock, the financial performance of each of HNI and Steelcase and the ability of HNI and Steelcase to maintain their respective business operations (including relationships with employees, suppliers and customers);

•

the risks related to HNI and Steelcase being restricted in the operation of their respective businesses while the Merger Agreement is in effect;

•

the effects of pandemics, and industry, market, economic, political or regulatory conditions outside of HNI’s or Steelcase’s control;

•

HNI and Steelcase may incur significant transaction and other costs in connection with the mergers in excess of those anticipated by HNI or Steelcase;

•

any litigation relating to the mergers and other unknown liabilities;

•

HNI’s ability to achieve the expected benefits of the mergers, including the synergies;

•

HNI’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations;

•

the ultimate timing, outcome and results of integrating the operations of HNI and Steelcase;

•

the ability of HNI and Steelcase to retain and hire key personnel;

•

the diversion of the time of management of HNI and Steelcase on transaction-related issues; and

•

other risk factors as detailed from time to time in HNI’s and Steelcase’s reports filed with the SEC, including HNI’s and Steelcase’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this joint proxy statement/prospectus in the section titled “Risk Factors” beginning on page 27. See the section titled “Where You Can Find More Information” beginning on page 174 of this joint proxy statement/prospectus.

•

Mergers – On August 3, 2025, HNI, Merger Sub Inc., Merger Sub LLC and Steelcase entered into the Merger Agreement, which provides that (i) Merger Sub Inc. will be merged with and into Steelcase, whereupon the separate existence of Merger Sub Inc. will cease, and Steelcase will continue as the surviving corporation of the first merger and a direct wholly owned subsidiary of HNI, and (ii) immediately after the first merger, Steelcase will be merged with and into Merger Sub LLC, whereupon the separate existence of Steelcase will cease, and Merger Sub LLC will continue as the surviving entity of the second merger and a direct wholly owned subsidiary of HNI.

•

Financing – On September 5, 2025 (the “Credit Agreement Effective Date”), HNI entered into the Credit Agreement with the subsidiary guarantors from time to time party thereto, the Lenders and Wells Fargo Bank, National Association, as administrative agent. The Credit Agreement provides for (i) a senior secured revolving credit facility (the “Revolver”), (ii) a senior secured “term loan A” credit facility (the “Term Loan A”) and (iii) a senior secured “term loan B” credit facility (the “Term Loan B”). The Lenders’ obligations to make available the commitments and fund the loans under the Credit Agreement are subject to the satisfaction of certain limited conditions, including the consummation of the mergers in all material respects in accordance with the Merger Agreement. Pursuant to the Credit Agreement, concurrently with the consummation of the mergers on the closing date, HNI will have the ability to borrow (i) up to $425.0 million under the Revolver (provided that, after giving effect to the mergers and the refinancings that will occur on the closing date, there shall be at least $100.0 million of borrowing availability under the Revolver), (ii) up to $500.0 million under the Term Loan A and (iii) up to an expected $800.0 million under the Term Loan B. The aggregate amount of commitments under the Term Loan B on the Credit Agreement Effective Date was $0. The proceeds of borrowings under the Credit Agreement are expected to be utilized primarily to finance the consummation of the mergers and any prepayment or redemption of certain of Steelcase’s and HNI’s existing indebtedness. On the Credit Agreement Effective Date, upon the establishment of each of the Revolver and the Term Loan A, the commitments under Tranche A of the Bridge Facility (as defined and described in Note 4 in the notes to the unaudited pro forma condensed combined financial statements) were permanently reduced to zero. Upon establishment of the Term Loan B, the commitments under Tranche B of the Bridge Facility (as defined and described in Note 4 in the notes to the unaudited pro forma condensed combined financial statements) will be reduced in proportion to the commitments established pursuant to the Term Loan B and, on the closing date, the Bridge Facility will be retired. The unaudited pro forma condensed combined financial information has been prepared assuming that the facilities under the Credit Agreement will finance the consummation of the mergers and that the Bridge Facility will be undrawn and retired.

•

Exchange of Public Notes – On September 26, 2025, HNI launched an offer to exchange the currently outstanding Steelcase unsecured senior notes (“Public Notes”) for HNI secured senior notes. The Public Notes have a face value of $450.0 million with a coupon rate of 5.125% per annum and mature in January 2029. As of 5:00 p.m., New York City time, on October 9, 2025, consents from holders holding at least 50.1% of the outstanding principal amount of the Public Notes have been obtained for such exchange. Such consents were not withdrawn as of 11:59 p.m., New York City time on October 31, 2025 and, effective as of such time, (i) the principal amount of commitments under tranche B of the Bridge Facility was reduced by two-thirds of the aggregate principal amount of the Public Notes, and (ii) the principal amount of commitments under the Term Loan A was reduced by

•

the historical audited consolidated statement of comprehensive income of HNI for the year ended December 28, 2024;

•

the historical audited consolidated statement of income of Steelcase for the year ended February 28, 2025;

•

the historical unaudited condensed consolidated statement of comprehensive income of HNI for the six months ended June 28, 2025; and

•

the historical unaudited condensed consolidated statement of income of Steelcase for the six months ended August 29, 2025.