This summary highlights selected information contained in this proxy statement/prospectus and does not contain all the information that may be important to you. HNI and Kimball urge you to read carefully this proxy statement/prospectus in its entirety, including the annexes. Additional important information, which HNI and Kimball also urge you to read, is contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 148.

HNI is a manufacturer of workplace furnishings and residential building products, operating under two segments. The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands including HON, Allsteel, Gunlocke, HBF, Design Public, Danish Design Store and HNI India. The Residential Building Products segment is the nation’s leading manufacturer and marketer of hearth products, which include a full array of gas, electric, wood and pellet-burning fireplaces, inserts, stoves, facings and accessories. In 2022, HNI’s net sales were $2.36 billion and HNI’s net income was $123.9 million. HNI produces products in its manufacturing facilities in the United States, India and Mexico. HNI employs approximately 7,300 full-time and temporary members worldwide.

HNI is incorporated in Iowa. Its principal executive offices are located at 600 East Second Street, P.O. Box 1109, Muscatine, Iowa 52761-0071, and its telephone number is (563) 272-7400. HNI’s website address is www.hnicorp.com. Information contained on HNI’s website does not constitute part of this proxy statement/prospectus. HNI common stock is publicly traded on the NYSE, under the ticker symbol “HNI.” Additional information about HNI is included in documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 148.

Kimball International, Inc. was incorporated in the State of Indiana on August 24, 1939. Kimball is an omnichannel commercial furnishings company with deep expertise in the workplace, health and hospitality markets. Kimball combines a bold entrepreneurial spirit, a history of craftsmanship and today’s design-driven thinking alongside a commitment to a culture of caring and lasting connections with its customers, shareholders, employees and communities. For over 70 years, Kimball’s brands have seized opportunities to customize solutions into personalized experiences, turning ordinary spaces into meaningful places. Kimball’s family of brands includes Kimball, National, Etc., Interwoven, Poppin, Kimball Hospitality and D’style.

Kimball’s principal executive offices are located at 1600 Royal Street, Jasper, Indiana 47546, and its telephone number is (812) 482-1600. Kimball’s website address is www.kimballinternational.com. Information contained on Kimball’s website does not constitute part of this proxy statement/prospectus. Kimball’s stock is publicly traded on the Nasdaq, under the ticker symbol “KBAL”. Additional information about Kimball is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 148.

Merger Sub, a direct, wholly owned subsidiary of HNI, is an Indiana corporation incorporated on March 2, 2023, for the purpose of effecting the merger. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement, including the preparation of applicable regulatory filings in connection with the merger. The principal executive offices of Merger Sub are located at 600 East Second Street, P.O. Box 1109, Muscatine, Iowa 52761-0071.

On March 7, 2023, HNI, Merger Sub and Kimball entered into the merger agreement, which provides that upon the terms and subject to the satisfaction (or, to the extent permitted by applicable law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, at the closing of the merger, Merger Sub will merge with and into Kimball, with Kimball continuing as the surviving corporation and a direct, wholly owned subsidiary of HNI.

In the merger, each share of Kimball common stock that is issued and outstanding immediately prior to the effective time of the merger other than (i) cancelled shares and certain shares of Kimball common stock subject to long-term incentive awards that will be treated in the manner described under the heading “The Merger—Treatment of Kimball Long-Term Incentive Awards” and (ii) shares of Kimball Class A Common Stock for which the holders thereof exercise dissenters’ rights in the manner described under the heading “Dissenters’ Rights,” will automatically be cancelled and extinguished and will cease to exist and each holder thereof will cease to have any rights with respect to such shares of Kimball common stock except the right to receive $9.00 in cash, without interest, and 0.1301 of a validly issued, fully paid and nonassessable share of HNI common stock.

The foregoing exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either company before the merger is complete. The exchange ratio will, however, be adjusted in accordance with the terms of the merger agreement to reflect the effect of any reclassification, reorganization, recapitalization, stock split, reverse stock split or any stock dividend or stock distribution (including any dividend or distribution of securities convertible into HNI common stock or Kimball common stock) with a record date prior to the effective time of the merger. No fractional shares of HNI common stock will be issued in connection with the merger. Each Kimball shareholder that otherwise would have been entitled to receive a fractional share of HNI common stock will have the right to receive an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) such fractional part of HNI common stock multiplied by (ii) the HNI Share Price (as defined under the heading “—Treatment of Fractional Shares”), in lieu of such fractional share.

HNI shareholders will continue to own their existing shares of HNI common stock, the form of which will not be changed by the merger.

HNI intends to finance the merger with a combination of cash on hand and debt financing, which could include Revolving Loans and Term Loans. On March 7, 2023, in connection with the merger agreement, HNI entered into a commitment letter with Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and U.S. Bank, National Association (the “Debt Commitment Parties”), pursuant to which, subject to the terms and conditions set forth therein, the Debt Commitment Parties have committed to provide a 364-day senior unsecured bridge term loan facility in an aggregate principal amount of up to $440.0 million (the “Bridge Facility”). The funding of the Bridge Facility provided for in the commitment letter is subject to the satisfaction of customary conditions, including the consummation of the merger in accordance with the merger agreement and the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the commitment letter.

On March 14, 2023, HNI entered into a First Amendment to Fourth Amended and Restated Credit Agreement (the “First Amendment”), which amends the Fourth Amended and Restated Credit Agreement (the “Revolving Credit Agreement”) among HNI, as borrower, certain domestic subsidiaries of HNI, as guarantors, certain lenders and Wells Fargo Bank, National Association, as administrative agent. The First Amendment amends the Revolving Credit Agreement to, among other things, make $160.0 million of the commitments under the Revolving Credit Agreement (the “Revolving Facility,” and the loans thereunder, the “Revolving Loans”) available for, subject to the satisfaction of certain limited conditions (including the consummation of the merger in accordance with the merger agreement), the consummation of the merger.

On March 31, 2023, HNI entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”), by and among HNI, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent. The Term Loan Credit Agreement provides for an unsecured delayed draw term loan facility in the aggregate principal amount of $280.0 million (the “Term Loan Facility,” and the loans thereunder, the “Term Loans”). Subject to the satisfaction of certain limited conditions (including the consummation of the merger in accordance with the merger agreement), the loans under the Term Loan Credit Agreement may be borrowed and the proceeds used by HNI solely for the consummation of the merger.

The commitments under the Bridge Facility were replaced by the Revolving Facility and the Term Loan Facility.

In connection with the merger, HNI currently expects to terminate Kimball’s existing credit facility with JPMorgan Chase Bank, National Association and the related interest rate swap arrangements.

For additional information, see “The Merger—Financing of the Transaction and Treatment of Existing Debt” on page 53.

Each Kimball Time-Based RSU Award will be converted at the effective time of the merger into a restricted stock unit award, on the same terms and conditions (including vesting and forfeiture, but subject to potential accelerated vesting upon certain terminations of employment), with respect to a number of shares of HNI common stock, determined by multiplying (i) each share of Kimball common stock subject to such Kimball Time-Based RSU Award by (ii) the sum of (A) the exchange ratio and (B) the quotient of the sum of the cash consideration plus the dividend equivalents accrued on such award, divided by the HNI Share Price. However, if the effective time of the merger occurs prior to June 30, 2023, the tranche of each Kimball Time-Based RSU Award that is scheduled to vest on June 30, 2023 will, at the effective time, vest and be cancelled and converted into the right to receive from HNI (shortly following the effective time), in respect of each share of Kimball common stock subject to such vesting tranche, an amount of cash (without any interest thereon and subject to applicable withholding taxes) equal to the sum of (A) the cash consideration plus the dividend equivalents that have accrued thereon, and (B) the HNI Share Price multiplied by the exchange ratio.

Each Kimball RTSR Award will vest at the effective time of the merger at a pro rata portion of the target number of shares subject to such award, based on the portion of the performance cycle then completed, and each Kimball EPS Award will vest at the effective time of the merger at the target number of shares subject to such award. In each case, the full award will automatically be cancelled and converted into the right to receive from HNI (shortly following the effective time), in respect of each share of Kimball common stock subject to the vested portion of such cancelled award, an amount of cash (without any interest thereon and subject to applicable withholding taxes), equal to the sum of (i) the cash consideration, plus (ii) the HNI Share Price multiplied by the exchange ratio.

After careful consideration of various factors described in the section entitled “The Merger—Kimball Board’s Recommendation to Shareholders” beginning on page 89, the Kimball Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are fair to and in the best interests of Kimball and its shareholders, and unanimously recommends that Kimball shareholders vote:

At a meeting of the Kimball Board on March 7, 2023, J.P. Morgan Securities LLC, which we refer to as “J.P. Morgan,” rendered its oral opinion to the Kimball Board that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the merger consideration to be paid to the holders of Kimball common stock in the merger, which we refer to as the “merger consideration,” was fair, from a financial point of view, to the holders of Kimball common stock. J.P. Morgan has confirmed its March 7, 2023 oral opinion by delivering its written opinion, dated as of March 7, 2023, to the Kimball Board that, as of such date, the merger consideration was fair, from a financial point of view, to the holders of Kimball common stock.

The full text of the written opinion of J.P. Morgan, dated as of March 7, 2023, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Kimball’s shareholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Kimball Board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the merger consideration to be paid to the holders of

Kimball common stock in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of Kimball, or as to the underlying decision by Kimball to engage in the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. J.P. Morgan’s opinion is not a recommendation to any shareholder of Kimball as to how such shareholder should vote with respect to the merger proposal or any other matter. For a description of the opinion that the Kimball Board received from J.P. Morgan, see “The Merger—Opinion of Kimball’s Financial Advisor” beginning on page 54 of this proxy statement/prospectus.

The directors and executive officers of Kimball have certain interests in the merger that may be different from, or in addition to, the interests of shareholders of Kimball generally. The members of the Kimball Board were aware of, and considered, these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the shareholders of Kimball adopt the merger agreement. Kimball’s shareholders should take these interests into account in deciding whether to vote “FOR” the merger proposal. Some of these interests include:

See the section entitled “The Merger—Interests of Directors and Executive Officers of Kimball in the Merger” beginning on page 63 for further information.

The merger will be a taxable transaction for U.S. federal income tax purposes. Subject to the discussion below under the heading “The Merger—Material U.S. Federal Income Tax Consequences—Potential Application of Section 304 of the Code,” a U.S. Holder generally will recognize capital gain or loss equal to the difference, if any, between (1) the sum of the cash received by the U.S. Holder in the merger, including any cash received in lieu of fractional shares of HNI common stock, and the fair market value, on the closing date of the merger, of the shares of HNI common stock received by such U.S. Holder in the merger and (2) the U.S. Holder’s adjusted tax basis in its Kimball common stock.

In certain circumstances, U.S. Holders who also own shares of HNI common stock at the time of the merger may have tax consequences that differ materially from those described above as a result of the application of Section 304 of the Code. As described further below under “The Merger—Material U.S. Federal Income Tax Consequences—Potential Application of Section 304 of the Code,” such U.S. Holders may be required to include the entire amount of the cash consideration received as dividend income. Any such U.S. Holders should consult their own tax advisors regarding the application of Section 304 of the Code to the merger.

Except in certain specific circumstances described in “The Merger—Material U.S. Federal Income Tax Consequences—Non-U.S. Holders,” Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the exchange of shares of Kimball common stock for shares of HNI common stock and cash in the merger. However, as described further below under “The Merger—Material U.S. Federal Income Tax Consequences—Potential Application of Section 304 of the Code,” as a result of the application of Section 304 of the Code, the entire amount of cash consideration paid to a Non-U.S. Holder may be treated as a dividend for U.S. federal income tax purposes if the Non-U.S. Holder also owns shares of HNI common stock at the time of the merger. Because of the uncertainty regarding the application of Section 304 of the Code and the possibility of dividend treatment, withholding agents may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of all cash merger

consideration payable to Non-U.S. Holders. Non-U.S. Holders should consult their own tax advisors regarding their particular facts and circumstances, the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding taxes with respect to the cash consideration payable to them pursuant to the merger and any action that may be taken to mitigate any potential adverse tax consequences.

Please refer to the section titled “The Merger—Material U.S. Federal Income Tax Consequences” contained in this proxy statement/prospectus for a description of the material U.S. federal income tax consequences of the merger. Determining the actual tax consequences of the merger to each holder may be complex and will depend on such holder’s specific situation.

Holders should consult their own tax advisors for a full understanding of the tax consequences of the merger in their particular circumstances.

The merger will be accounted for as an acquisition of Kimball by HNI under the acquisition method of accounting in accordance with accounting principles generally accepted in the U.S. (“GAAP”). For additional information, see “The Merger—Accounting Treatment of the Merger” beginning on page 69.

Subject to their having exactly complied with the applicable statutory provisions, holders of Kimball Class A Common Stock are entitled under certain circumstances to exercise “dissenters’ rights” provided by Indiana law. Shareholders holding Kimball Class A Common Stock who have validly exercised dissenters’ rights are entitled to receive cash in the amount of the court-determined “fair value” of their shares of Kimball Class A Common Stock immediately prior to the effective time of the merger, rather than the consideration to which they would have otherwise been entitled under the merger agreement, if the merger is completed. A copy of the chapter of the Act pertaining to dissenters’ rights is attached as Annex B to this proxy statement/prospectus. You should read the statute carefully and consult with your legal counsel if you intend to exercise these rights.

For a more complete description of dissenters’ rights, see “Dissenters’ Rights” beginning on page 122.

The merger is subject to the requirements of the HSR Act, which provide that certain transactions may not be completed until notification and report forms are furnished to the Antitrust Division of the DOJ and the FTC, and the HSR Act waiting period is terminated or expires. On March 21, 2023, HNI and Kimball each filed their respective requisite notification and report forms under the HSR Act with the DOJ and the FTC. Completion of the merger is further subject to any applicable waiting period, clearance or affirmative approval from certain foreign regulators being obtained and any mandatory waiting period thereto having expired.

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after the merger agreement has been adopted by Kimball shareholders. The parties currently expect to complete the transaction by mid-2023. However, it is possible that factors outside of HNI’s and Kimball’s control could require them to complete the transaction at a later time or not to complete it at all.

In addition to the approval of the merger proposal by Kimball shareholders and the expiration or termination of the applicable waiting period under the HSR Act, each party’s obligation to complete the merger is also subject to the satisfaction (or, to the extent permitted by applicable law and in accordance with the merger agreement, waiver) of other conditions, including: the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part (and the absence of any stop order by the SEC or pending or threatened written action seeking such a stop order), authorization of the listing on the NYSE of the HNI common stock to be issued in connection with the merger, the absence of any legal or regulatory prohibition on completion of the merger, the accuracy of the representations and warranties of the other party under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the other party of its respective covenants and agreements contained in the merger agreement in all material respects, the absence of any event or other circumstance occurring between the date of the merger agreement and the completion of the merger that would reasonably be expected to result in a material adverse effect for either party and the delivery of an officer’s certificate by the other party certifying satisfaction of the preceding conditions.

Neither HNI nor Kimball can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 98.

In the merger agreement, Kimball has agreed that it will, and will cause each of its subsidiaries and instruct each of its representatives to, refrain from taking certain actions related to soliciting, discussing or entering into an agreement with respect to an acquisition proposal for Kimball. In addition, the Kimball Board is subject to restrictions on withdrawing, qualifying or modifying its recommendation to Kimball shareholders in favor of the merger and certain other related restrictions. The foregoing obligations are subject to exceptions contained in the merger agreement which allow the Kimball Board to change its recommendation in connection with certain intervening events and which allow Kimball to terminate the merger agreement in connection with a superior proposal, in each case subject to compliance with the terms and conditions set forth in the merger agreement (including the payment of a Kimball termination fee as described further below). For further details on these obligations and exceptions, including discussion of what constitutes an acquisition proposal or a superior proposal, see “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 87.

The merger agreement may be validly terminated only as follows:

The party terminating the merger agreement must deliver prompt written notice thereof to the other party setting forth in reasonable detail the provision pursuant to which the merger agreement is being terminated and the facts and circumstances forming the basis for such termination.

If the merger agreement is terminated as described above, the merger agreement will have no further effect, and there will be no liability on the part of any party thereto, except that:

Kimball is required to pay HNI a termination fee of $15,768,265 (the “Kimball termination fee”) in the event the merger agreement is terminated:

HNI is required to pay Kimball a termination fee of $24,258,870 (the “HNI termination fee”) in the event of the merger agreement is terminated:

For a more detailed discussion of each party’s termination rights and the related termination fee obligations, see “The Merger Agreement— Termination of the Merger Agreement” beginning on page 98.

The special meeting to consider and vote upon the merger proposal and related matters will be held on May 31, 2023 at 10 a.m., Eastern Time. Kimball shareholders will be able to attend the special meeting in person at Kimball’s headquarters at 1600 Royal Street, Jasper, Indiana 47546.

The purpose of the special meeting is to consider and vote on the merger proposal, the non-binding compensation advisory proposal and, if necessary, the adjournment proposal. Approval of the merger proposal is a condition to the obligations of Kimball and HNI to complete the merger. The obligations of Kimball and HNI to complete the merger are not conditioned upon approval of the non-binding compensation advisory proposal or the adjournment proposal.

After careful consideration of various factors described in the section entitled “The Merger—Kimball Board’s Recommendation to Shareholders” beginning on page 89, the Kimball Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement (including the merger) are fair to and in the best interests of Kimball and its shareholders, and unanimously recommends that Kimball shareholders vote:

Only shareholders of record as of the close of business on April 26, 2023, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement of the special meeting.

As of the close of business on the record date, there were 36,407,670 shares of Kimball common stock issued and outstanding and entitled to vote at the special meeting. Each share of Kimball common stock that you held as of the close of business on the record date entitles you to one vote.

A quorum of Kimball shareholders is necessary for Kimball to hold a valid meeting. The presence at the special meeting in person or by proxy, of the holders of a majority of the outstanding shares of Kimball common stock constitutes a quorum.

Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Kimball common stock. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal. Failure to vote on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

Approval of the non-binding compensation advisory proposal requires the affirmative vote of holders of a majority of the votes entitled to be cast by the shareholders who are present at the special meeting or represented by proxy at the special meeting. Abstentions will have the same effect as a vote “AGAINST” the proposal, while a broker non-vote or other failure to vote will have no effect on the outcome of the vote.

Approval of the adjournment proposal requires the affirmative vote of holders of a majority of the votes entitled to be cast by the shareholders who are present at the special meeting or represented by proxy at the special meeting, whether or not a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the proposal, while a broker non-vote or other failure to vote will have no effect on the outcome of the vote.

Any shareholders of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope or may vote at the special meeting. Shareholders who hold their shares in “street name” by a broker, bank or other nominee should refer to the proxy card, voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

If you are a shareholder of record, whether you vote by phone, the Internet or mail, you can change or revoke your proxy before it is voted at the special meeting as described herein. You may do this in one of the following four ways: (1) submit a new proxy card bearing a later date; (2) vote again by phone or the Internet at a later time; (3) provide signed written notice before the meeting to Vote Processing at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or (4) attend the special meeting and vote your shares in person. Please note that your attendance at the special meeting will not alone serve to revoke your proxy; instead, you must vote your shares at the special meeting. If you choose any of the first three methods, you must take the described action no later than the beginning of the special meeting.

You should consider all the information contained in, and incorporated by reference into, this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under the heading “Risk Factors” beginning on page 31.

The following selected historical financial information is being provided to assist you in your analysis of the financial aspects of the transaction.

The following table presents selected historical consolidated financial data for HNI as of and for the fiscal years ended December 31, 2022, January 1, 2022, January 2, 2021, December 28, 2019, and December 29, 2018.

The statement of operations and cash flow data for the years ended December 31, 2022, January 1, 2022, and January 2, 2021 and the balance sheet data as of December 31, 2022 and January 1, 2022 have been obtained for HNI’s audited consolidated financial statements incorporated by reference in HNI’s Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference into this proxy statement/prospectus.

The statements of operations and cash flow data for the years ended December 28, 2019 and December 29, 2018 and the balance sheet data as of January 2, 2021, December 28, 2019 and December 29, 2018 have been derived from HNI’s audited consolidated financial statements for such years, which have not been incorporated by reference into this proxy statement/prospectus.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in HNI’s Annual Report on Form 10-K for the year ended December 31, 2022, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section entitled “Where You Can Find More Information.”

The following table presents selected historical consolidated financial data for Kimball as of and for the fiscal years ended June 30, 2022, 2021, 2020, 2019 and 2018 and as of and for the six months ended December 31, 2022 and December 31, 2021.

The statement of operations data and cash flow data for the years ended June 30, 2022, 2021, 2020 and the balance sheet data as of June 30, 2022 and 2021 have been obtained from Kimball’s audited consolidated financial statements included in Kimball’s Annual Report on Form 10-K for the year ended June 30, 2022, which is incorporated by reference into this proxy statement/prospectus.

The statement of operations data and cash flow data for the fiscal years ended June 30, 2019 and 2018 and the balance sheet data as of June 30, 2020, 2019 and 2018 have been derived from Kimball’s audited consolidated financial statements for such years, which have not been incorporated by reference into this proxy statement/prospectus.

The financial data as of and for the six months ended December 31, 2022 and for the six months ended December 31, 2021 have been obtained from Kimball’s unaudited condensed consolidated financial statements included in Kimball’s Quarterly Report on Form 10-Q for the period ended December 31, 2022, which is incorporated by reference into this joint proxy statement/prospectus.

The balance sheet data as of December 31, 2021 has been derived from Kimball’s unaudited condensed consolidated financial statements for such quarter, which have not been incorporated by reference into this proxy statement/prospectus.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in Kimball’s Annual Report on Form 10-K for the year ended June 30, 2022 and Kimball’s Quarterly Report on Form 10-Q for the six months ended December 31, 2022, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section entitled “Where You Can Find More Information.”

The following table shows selected unaudited pro forma combined financial information about the financial condition and results of operations of the combined company after giving effect to the transactions as described in the section entitled “Unaudited Pro Forma Combined Financial Information.” The selected unaudited pro forma combined balance sheet data as of December 31, 2022 give effect to the transactions as if they occurred on December 31, 2022. The selected unaudited pro forma combined statement of operations data for the year ended December 31, 2022 give effect to the transactions as if they occurred on January 2, 2022, the first day of HNI’s 2022 fiscal year.

The selected pro forma data has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial information. Additionally, the unaudited pro forma combined financial information contains estimated adjustments, based upon available information and certain assumptions believed to be reasonable under the circumstances. The summary unaudited pro forma condensed combined financial information set forth below has been presented for informational purposes only and is not necessarily indicative of what the combined financial condition or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the summary unaudited pro forma condensed combined financial information presented below does not purport to project the combined financial condition or operating results for any future period.

The assumptions underlying the pro forma adjustments are described in greater detail in the section entitled “Notes to Unaudited Pro Forma Combined Financial Information.” In addition, the pro forma financial information was based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of HNI and Kimball for the applicable periods, which have been incorporated in this proxy statement/prospectus by reference. See the sections entitled “Unaudited Pro Forma Combined Financial Information” and “Where You Can Find More Information” for additional information.

The following table sets forth the selected historical per share information of HNI and Kimball and unaudited pro forma combined consolidated per share information reflecting the transaction between HNI and Kimball, under the acquisition method of accounting, including the issuance of 0.1301 of a validly issued, fully paid and non-assessable share of HNI common stock in exchange for each share of Kimball common stock. This information should be read in conjunction with (i) the selected historical financial information and the related notes included elsewhere in this proxy statement/prospectus, (ii) the historical financial statements of HNI and Kimball and related notes contained in HNI’s and Kimball’s respective Annual Reports on Form 10-K for the year ended December 31, 2022 for HNI and the year ended June 30, 2022 for Kimball, which are incorporated by reference into this proxy statement/prospectus and (iii) the unaudited pro forma condensed combined financial statements, including related notes, appearing in the section titled “Unaudited Pro Forma Condensed Combined Financial Statements.”

The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the transactions had been completed as of the dates indicated or will be realized upon the completion of the transactions. The summary pro forma information is preliminary, based on initial estimates of the fair value of assets acquired (including intangible assets) and liabilities assumed, and is subject to change as more information regarding the fair values is obtained, which changes could be materially different than the initial estimates.