Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Credit Agreement

On September 5, 2025 (the "Effective Date"), HNI Corporation (the "Company") entered into a Credit Agreement, by and among the Company, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"), JPMorgan Chase Bank, N.A., as syndication agent, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and U.S. Bank National Association as joint lead arrangers and joint lead bookrunners, U.S. Bank National Association, Truist Bank and TD Bank, N.A., as co-documentation agents for the Revolving Facility (as defined below) and the TLA Facility (as defined below) and U.S. Bank National Association, Truist Securities, Inc. and TD Securities (USA) LLC as co-documentation agents for the TLB Facility (as defined below) (the "Credit Agreement"). The Credit Agreement establishes (i) a senior secured revolving credit facility in an aggregate principal amount of $425,000,000 (the "Revolving Facility", and the loans thereunder, the "Revolving Loans") (which may be increased from time to time pursuant to, and subject to the limitations of, the Credit Agreement), (ii) a senior secured "term loan A" credit facility in an aggregate amount of up to $500,000,000 (the "TLA Facility", and the loans thereunder, the "Term A Loans") (which may be increased from time to time pursuant to, and subject to the limitations of, the Credit Agreement) and (iii) a senior secured "term loan B" credit facility in an aggregate amount of $0 on the Effective Date and which, on the Closing Date (as defined below) is expected to be up to $800,000,000 (the "TLB Facility", and the loans thereunder, the "Term B Loans") (which may be increased from time to time pursuant to, and subject to the limitations of, the Credit Agreement).

Subject to the satisfaction of certain limited conditions, the Revolving Loans, Term A Loans and Term B Loans (collectively, the "Loans") under the Credit Agreement may be borrowed and the proceeds used by the Company for the consummation of the proposed merger (the "Acquisition"), including the payment of a portion of the consideration for the Acquisition, the repayment of existing indebtedness of the Company and Target (as defined below) and the payment of fees, costs, commissions and expenses in connection with the foregoing, pursuant to that certain Agreement and Plan of Merger (including all schedules and exhibits thereto, the "Acquisition Agreement"), dated as of August 3, 2025, by and among the Company, Geranium Merger Sub I, Inc., a Michigan corporation ("Merger Sub Inc."), Geranium Merger Sub II, LLC, a Michigan limited liability company ("Merger Sub LLC"), and Steelcase Inc., a Michigan corporation ("Steelcase" or "Target"), pursuant to which, among other things, (i) Merger Sub Inc. will be merged (the "First Merger") with and into Steelcase, with Steelcase surviving the First Merger as a wholly-owned subsidiary of the Company (the "Surviving Corporation"), (ii) immediately after the First Merger, the Surviving Corporation will be merged (the "Second Merger", and together with the First Merger, the "Mergers") (the date of consummation of the Mergers, the "Closing Date") with and into Merger Sub LLC, with Merger Sub LLC surviving the Second Merger as a wholly-owned subsidiary of the Company.

The commitments under the Revolving Facility terminate on the earliest to occur of: (a) the Revolving Loan Maturity Date (as defined below), (b) the date on which the Administrative Agent receives written notice of the termination or expiration of the Acquisition Agreement prior to the closing of the Acquisition, (c) the date on which the Acquisition is consummated without the making of the Term A Loans and Term B Loans and (d) 5:00 p.m., Chicago, Illinois time, on the fifth (5th) Business Day following the "Termination Date" (as defined in the Acquisition Agreement as in effect as of August 3, 2025 and determined after giving effect to extensions thereto as set forth in the Acquisition Agreement as in effect on such date) (the foregoing clauses (b) through (d), the "Acquisition Termination Date") (such earliest date, the "RCF Commitment Termination Date"). The commitments under the TLA Facility and TLB Facility terminate on the earliest to occur of (a) the Acquisition Termination Date and (b) the Closing Date after the funding of the Term A Loans and Term B Loans (such earlier date, the "Term Loan Commitment Termination Date").