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)

Iowa		42-0617510
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

600 East Second Street P.O. Box 1109 Muscatine, Iowa		52761-0071
(Address of Principal Executive Offices)		(Zip Code)

2017 Equity Plan for Non-Employee Directors of HNI Corporation

(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

(Name and address of agent for service)

(563) 272-7400

(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.

	Large accelerated filer ☑	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

In accordance with General Instruction E to Form S-8, this registration statement incorporates by reference the contents of Registration Statement No. 333-217793 on Form S-8 filed by HNI Corporation (the “Corporation”) on May 9, 2017, relating to shares of common stock, par value $1.00 per share (the “Common Stock”), issuable pursuant to the 2017 Equity Plan for Non-Employee Directors of HNI Corporation (as amended and restated, the “Plan”). This registration statement is being filed to register an additional 200,000 shares of Common Stock for issuance pursuant to the Plan. This registration statement consists of the facing page, this page, other required information, required opinions, consents and other exhibits, and the signature page.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The Corporation incorporates by reference herein the following documents filed by it with the Securities and Exchange Commission (the “SEC”) under Commission File Number 001-14225 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than any portion of such documents or information therein deemed to have been furnished and not filed in accordance with SEC rules:

(1)

the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (including those portions of the Corporation’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 19, 2024 that are incorporated by reference into Part III of such Annual Report on Form 10-K);

(2)

the Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2024;

(3)

the Corporation’s Current Report on Form 8-K filed with the SEC on May 20, 2024; and

(4)

the Description of the Corporation’s Common Stock contained in the Corporation’s registration statement on Form 8-A filed by the Corporation with the SEC under the Exchange Act on June 12, 1998, as updated by Exhibit 4.1 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 28, 2019, and including any subsequent amendments or reports filed for the purpose of updating such description.

In addition, all documents filed by the Corporation pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, documents or information therein deemed to have been furnished and not filed in accordance with SEC rules, unless specifically incorporated by reference into this registration statement) subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein. All such incorporated documents shall be deemed to be a part of this registration statement from the dates of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference into this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated into this registration statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8.

Exhibits

The Corporation herewith files or incorporates by reference the exhibits identified below:

Exhibit No.		Description
4.1		Amended and Restated Articles of Incorporation of HNI Corporation (incorporated by reference to Exhibit 3.1 to the Corporation’s Annual Report on Form 10-K for the year ended January 2, 2010)
4.2		Amended and Restated By-laws of HNI Corporation, effective May 10, 2021 (incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed May 11, 2021)
4.3*		Amended and Restated 2017 Equity Plan for Non-Employee Directors of HNI Corporation
5.1*		Opinion of Steven M. Bradford, Senior Vice President, General Counsel and Secretary*
23.1*		Consent of KPMG LLP
23.2*		Consent of Steven M. Bradford, Senior Vice President, General Counsel and Secretary (included in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page of this registration statement)
107.1*		Calculation of Filing Fee Table

* Filed herewith.

Item 9.

Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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 registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Muscatine, State of Iowa, on May 20, 2024.

	HNI CORPORATION

	By:	/s/ Steven M. Bradford

	Name:	Steven M. Bradford
	Title:	Senior Vice President, General Counsel and Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey D. Lorenger, Marshall H. Bridges 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.

Signature	Title	Date

/s/ Jeffrey D. Lorenger	Chairman of the Board and President and Chief Executive Officer (Principal Executive Officer)	May 20, 2024
Jeffrey D. Lorenger

/s/ Marshall H. Bridges	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 20, 2024
Marshall H. Bridges

/s/ Mary A. Bell	Director	May 20, 2024
Mary A. Bell	Director

/s/ Miguel M. Calado	Lead Director	May 20, 2024
Miguel M. Calado	Lead Director

/s/ Dhanusha Sivajee	Director	May 20, 2024
Dhanusha Sivajee	Director

/s/ Cheryl A. Francis	Director	May 20, 2024
Cheryl A. Francis	Director

/s/ Patrick D. Hallinan	Director	May 20, 2024
Patrick D. Hallinan	Director

/s/ John R. Hartnett	Director	May 20, 2024
John R. Hartnett	Director

/s/ Mary K.W. Jones	Director	May 20, 2024
Mary K.W. Jones	Director

/s/ Larry B. Porcellato	Director	May 20, 2024
Larry B. Porcellato	Director

/s/ Abbie J. Smith	Director	May 20, 2024
Abbie J. Smith	Director