HNI CORPHNI
HNI CORP Debt Disclosure
Debt
Debt is as follows:
| January 3, 2026 | December 28, 2024 | ||||||||||
Revolving credit facility with interest at a variable rate (January 3, 2026 - 5.3%; December 28, 2024 - 6.4%) | $ | 15.0 | $ | 45.7 | |||||||
Term Loan A with interest at a variable rate (January 3, 2026 -5.2%) | 350.0 | — | |||||||||
Term Loan B with interest at a variable rate (January 3, 2026 -5.8%) | 500.0 | — | |||||||||
Term loan with interest at a variable rate ( December 28, 2024 - 5.9%) | — | 200.0 | |||||||||
Public Notes with fixed rates due in 2029 with an interest rate of 5.125% | 450.0 | — | |||||||||
Fixed rate notes due in 2025 with an interest rate of 4.2% | — | 50.0 | |||||||||
Fixed rate notes due in 2028 with an interest rate of 4.4% | — | 50.0 | |||||||||
| Other amounts | 2.4 | 0.3 | |||||||||
| Deferred debt issuance costs and discount | (24.3) | (1.4) | |||||||||
| Total debt | 1,293.1 | 344.6 | |||||||||
| Less: Current maturities | 16.2 | 50.3 | |||||||||
| Long-term debt | $ | 1,276.9 | $ | 294.3 | |||||||
Aggregate maturities of debt are as follows:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | ||||||||||||||||||||||||||||||
| Maturities of debt | $ | 16.2 | $ | 22.5 | $ | 22.5 | $ | 473.4 | $ | 306.6 | $ | 476.3 | |||||||||||||||||||||||
The aggregate carrying value of the Corporation’s variable-rate, long-term debt obligations under the revolving credit and term loan facilities were $865 million and $246 million as of January 3, 2026 and December 28, 2024, respectively, which approximated fair value. The fair value of the public notes was estimated based on a discounted cash flow method (Level 2) to be $438 million as of January 3, 2026.
Credit Facilities for Merger Agreement Transactions
In connection with the Steelcase acquisition described in "Note 4. Acquisitions and Divestitures", on September 5, 2025 (the “Effective Date”), the Corporation entered into a Credit Agreement, by and among the Corporation, certain domestic subsidiaries of the Corporation, the lenders from time-to-time party thereto, Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), and other parties named therein (as amended, restated, supplemented or otherwise modified by time to time, including by Amendment No. 1 to Credit Agreement, dated as of November 5, 2025, and Amendment No. 2 to Credit Agreement, dated as of December 10, 2025, the “Credit Agreement”). The Credit Agreement establishes (i) a senior secured revolving credit facility (the “Revolving Facility,” and the loans thereunder, the “Revolving Loans”), (ii) a senior secured “term loan A” credit facility (the “TLA Facility,” and the loans thereunder, the “Term A Loans”) and (iii) a senior secured “term loan B” credit facility (the “TLB Facility,” and the loans thereunder, the “Term B Loans”).
Upon completion of the Steelcase acquisition on December 10, 2025, the Corporation executed borrowings under the Credit Agreement facilities described above to repay and retire outstanding credit facilities and to fund the completion of the Steelcase acquisition. All previously deferred financing costs for financing arrangements held by the Corporation prior to the Credit Agreement closing date (the"Closing Date") were expensed and reflected as “Interest expense, net” in the Consolidated Statements of Comprehensive Income. In addition to debt issuance costs included in "Debt-issuance costs" in the Consolidated Statements of Cash Flows, issuance costs totaling $7.7 million, including issuance discounts, structuring fees, and agent fees related to the issuance of debt as part of the Steelcase acquisition, are presented net of "Proceeds from Debt" in the Consolidated Statements of Cash Flows. As of the fiscal year-end, January 3, 2026, the Corporation had $1.3 billion debt outstanding as follows:
Revolving Credit Facility
As of January 3, 2026, the Corporation had $15 million of borrowings outstanding under the $425 million Revolving Facility. The Revolving Facility has a scheduled maturity date of the earlier of (a) 5 years after the closing date of the Steelcase acquisition or December 10, 2030 (the “RCF Maturity Date”) or (b) a customary springing maturity date. The entire amount drawn under the Revolving Facility is considered long-term as the Corporation assumes no obligation to repay any of the amounts borrowed in the next twelve months. Based on Consolidated EBITDA, as defined in the Credit Agreement, for the last four fiscal quarters, the Corporation can access the full $425 million of borrowing capacity available under the Revolving Facility, which includes the $15 million of borrowings outstanding as of January 3, 2026, and maintain compliance with the financial covenants under the Credit Agreement, described below.
In addition to cash flows from operations, the Revolving Facility under the Credit Agreement is the primary source of daily operating capital for the Corporation and provides additional financial capacity for capital expenditures, repurchases of common stock, and strategic initiatives, such as acquisitions.
The Corporation deferred the related debt issuance costs for the Credit Agreement. The proportionate share of issuances costs related to the Revolving Facility are classified as assets, and the Corporation is amortizing them over the term of Revolving Facility. The current portion of Revolving Facility debt issuance costs of $0.5 million is the amount to be amortized over the next twelve months and is reflected in "Prepaid expenses and other current assets" in the Consolidated Balance Sheets. The long-term portion of Revolving Facility debt issuance costs of $1.9 million is reflected in "Other Assets" in the Consolidated Balance Sheets.
Borrowings under the Revolving Facility and TLA Facility bear interest, at the Corporation's option, at either: (a) the alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) the term Secured Overnight Financing Rate ("SOFR") rate determined
on the basis of a one-month interest period, plus 1.00%, in each case, plus a margin of between 0.25% and 0.875%; and (b) the term SOFR rate (based on one, three or six month interest periods), plus a margin of between 1.25% and 1.875%. The term SOFR rate is subject to a floor of 0% and the alternate base rate is subject to a floor of 1.00%. The applicable margin in each case is determined based on the Corporation's net leverage ratio at such time. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate.
Term Loan A
As of January 3, 2026, the Corporation had $350 million of borrowings outstanding under the TLA Facility. The TLA Facility has a scheduled maturity date of the earlier of (a) 5 years after the closing date of the Steelcase acquisition or December 10, 2030 (the “TLA Maturity Date”) or (b) a customary springing maturity date. The TLA Facility is subject to principal amortization which begins on the last business day of March 2026 with quarterly principal payments due thereafter through the TLA Maturity Date. The quarterly amortization payments will be equal to the following amounts of the original principal amount of the Term A Loans: (i) 0.625% for the first four full fiscal quarters following the Closing Date; (ii) 1.25% for the fifth through twelfth full fiscal quarters after the Closing Date (iii) 1.875% for the thirteenth through sixteenth full fiscal quarters after the Closing Date; and (iv) 2.5% for the seventeenth full fiscal quarter after the Closing Date through the TLA Maturity Date.
The Corporation deferred the related debt issuance costs for the Credit Agreement. The proportionate share of issuances costs related to the TLA Facility, which are classified as a reduction of long-term debt, are being amortized over the term of TLA Facility. The TLA Facility deferred debt issuance costs do not reduce the amount owed by the Corporation under the TLA Loans. As of January 3, 2026, the TLA Facility deferred debt issuance costs balance of $2.0 million are reflected as a reduction to outstanding liabilities in "Long-Term Debt" in the Consolidated Balance Sheets.
Term Loan B
As of January 3, 2026, the Corporation had $500 million principal amount of borrowings outstanding under the TLB Facility. The TLB Facility has a scheduled maturity date of (a) 7 years after the closing date of the Steelcase acquisition or December 10, 2032 (the “TLB Maturity Date”) or (b) a customary springing maturity date. The TLB Facility is subject to principal amortization which begins on the last business day of March 2026 with quarterly principal payments due thereafter through the TLB Maturity Date. The quarterly amortization payments will be in equal amounts of 0.25% of the original principal amount of the Term B Loans for each full fiscal quarter following the Closing Date through the TLB Maturity Date.
The Corporation deferred the related debt issuance costs for the Credit Agreement. The proportionate share of issuances costs related to the TLB Facility, which are classified as a reduction of long-term debt, are being amortized over the term of TLB Facility. The TLB Facility deferred debt issuance costs do not reduce the amount owed by the Corporation under the TLB Loans. As of January 3, 2026, the TLB Facility deferred debt issuance costs balance of $9.1 million is reflected as a reduction to outstanding liabilities in "Long-Term Debt" in the Consolidated Balance Sheets.
Borrowings under the TLB Facility bear interest, at the Corporation’s option, at either: (a) the alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) the term SOFR rate determined on the basis of a one-month interest period, plus 1.00%, in each case, plus a margin of 1.00%; and (b) the term SOFR rate (based on one, three or six month interest periods), plus a margin of 2.00%. The term SOFR rate is subject to a floor of 0% and the alternate base rate is subject to a floor of 1.00%. The applicable margin in each case is determined based on the Corporation’s net leverage ratio at such time. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate.
Credit Agreement and Debt Covenants
The Credit Agreement contains customary representations and warranties by the Corporation, which include customary materiality, material adverse effect and knowledge qualifiers. The Credit Agreement also contains customary affirmative and negative covenants including, among other requirements, limitations on indebtedness, liens, nature of business, mergers, sale of assets and indebtedness of subsidiaries, advances, investments and loans, transactions with affiliates, fiscal year, organizational documents, limitations restricted actions and negative pledges.
The Credit Agreement contains financial covenants in respect of the Revolving Facility and TLA Facility that require the maintenance of a maximum net leverage ratio and a minimum interest coverage ratio for periods after the Closing Date. The Corporation is required to maintain a maximum Net Leverage Ratio (as defined in the Credit Agreement) as of the end of each fiscal quarter of less than or equal to (i) 4.25 to 1.00 as of the end of each of the first, second, third and fourth full fiscal quarters ending after the Closing Date, (ii) 4.00 to 1:00 as of the end of each of the fifth and sixth full fiscal quarters ending after the Closing Date and (iii) 3.50 to 1:00 as of the end of the seventh full fiscal quarter ending after the Closing Date and as of the end of each fiscal quarter thereafter. In addition, in respect of the Revolving Facility and TLA Facility, the Corporation is required to maintain a minimum Interest Coverage Ratio (as defined in the Credit Agreement) as of the end of each fiscal quarter of greater than or equal to 3.50 to 1.00.
Fixed-Rate Notes
As of May 31, 2025, the Corporation repaid the $50 million principal amount of matured seven-year fixed-rate notes issued under a private placement note agreement entered into on May 31, 2018. The repayment was financed through borrowings under the Revolving Credit Facility.
Upon the completion of the Steelcase acquisition on December 10, 2025, the Corporation fully prepaid the outstanding principal and interest along with related prepayment costs associated with the outstanding fixed-rate notes which had a principal amount of $50 million outstanding under a private placement note agreement entered into on May 31, 2018 and a scheduled maturity of May 31, 2028.
Term Loan
Upon the completion of the Steelcase acquisition on December 10, 2025, the Corporation fully prepaid the outstanding principal of $200 million and interest along with related prepayment costs associated with previously outstanding debt under a term loan agreement entered into on March 31, 2023, as amended on May 25, 2023. The initial $300 million of proceeds from the term loan were used to support funding of the Corporation’s acquisition of Kimball International on June 1, 2023. In May 2024 and September 2024, the Corporation prepaid a total of $100 million of the outstanding principal balance on the term loan.
Public Notes
As of January 3, 2026 the Corporation had outstanding a total of $450 million principal amount of public notes (the "Public Notes), consisting of $351 million of principal amount of public notes issued by the Corporation in connection with the Steelcase acquisition in exchange for Steelcase public notes in the same principal amount, and $99 million principal amount of public notes issued by Steelcase that were not exchanged. Through the exchange process, the Corporation received tender submissions from existing Steelcase note holders representing approximately $351 million aggregate principal amount of the Steelcase notes. The notes tendered were exchanged for new HNI senior secured public notes with the same interest rate of 5.125% per annum and scheduled maturity of January 18, 2029. The remaining Steelcase notes which were not exchanged approximate $99 million of aggregate principal amount. The non-exchanged notes continue to be classified as unsecured credit obligations of Steelcase, as a subsidiary of the Corporation, and continue to accrue interest at the rate of 5.125% per annum and have a scheduled maturity of January 18, 2029. The new public notes issued by the Corporation otherwise have identical terms and conditions, including interest payment dates and optional redemption prices, as the non-exchanged Steelcase notes.
At the acquisition date, the Corporation adjusted the public notes acquired to fair value recognizing a market discount. Additionally, the Corporation deferred the related debt issuance costs for the Credit Agreement. The proportionate share of the fair value adjustment and issuances costs related to the Public Notes, which are classified as a reduction of long-term debt, are being amortized over the term of Public Notes. The Public Notes deferred debt issuance costs and discount do not reduce the amount owed by the Corporation under the Public Notes. As of January 3, 2026, the Public Notes deferred debt issuance costs and discount balance of $13.2 million is reflected as a reduction to outstanding liabilities in "Long-Term Debt" in the Consolidated Balance Sheets.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 3, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 1, 2022 | |
| 2021 | Mar 2, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.