What changed in this filing

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Item 9A. Controls and Procedures

2026-08-19 compared with 2025-08-22 · 68 added, 57 removed, 65 unchanged (66% of the section changed)

16 unchanged sentences

The amended “Cash Incentive Plan,” “Cash Incentive Notification of Award,” and “Severance Plan for Management Employees” have been attached to this Form 10-K as Exhibits 10.1, 10.2 and 10.11, respectively.

New Line of Credit Agreement

On August 18, 2026, the Company, as borrower, entered into a Credit Agreement (the “New Credit Agreement”) with Wells Fargo Bank, National Association (the “Lender”), providing for a secured revolving credit facility in an aggregate principal amount of up to $30.0 million (the “Credit Facility”).

The New Credit Agreement replaces the Credit Agreement.

The Company intends to use borrowings under the Credit Facility for working capital and other general corporate purposes.

The Credit Facility matures on August 18, 2029.

The Company may prepay outstanding borrowings under the Credit Facility, in whole or in part, at any time without premium or penalty, subject to the terms of the New Credit Agreement.

Amounts outstanding under the Credit Facility bear interest at a rate per annum equal to Daily Simple SOFR plus a margin of 1.25%.

Interest is payable monthly in arrears on the first business day of each month.

In connection with the New Credit Agreement, the Company paid the Lender a commitment fee of $125,000.

The Company is also required to pay a commitment fee equal to 0.30% per

annum on the average daily unused portion of the Credit Facility and letter of credit fees at a rate equal to the then-effective applicable margin for advances under the New Credit Agreement multiplied by the aggregate amount of letters of credit outstanding.

The obligations of the Company under the Credit Facility are secured pursuant to a Security Agreement (the “Security Agreement”) entered into with the Lender, pursuant to which the Company granted the Lender a security interest in substantially all of the Company’s personal property assets, whether now owned or hereafter acquired, including accounts receivable, deposit accounts, inventory, equipment, general intangibles, software, licenses, payment rights and related proceeds thereof, but excluding the Company’s real property.

The New Credit Agreement contains customary affirmative and negative covenants, including covenants that, among other things, limit or restrict the Company’s ability to incur indebtedness, grant liens, make investments, loans and advances, provide guarantees, pay dividends, engage in mergers, consolidations and other fundamental changes, and enter into certain transactions.

In addition, the New Credit Agreement requires the Company to maintain (i) an Asset Coverage Ratio of not less than 2.00 to 1.00, measured as of the last day of each fiscal quarter, and (ii) EBITDA of not less than $15.0 million, measured on a rolling four-quarter basis as of the end of each fiscal quarter.

The New Credit Agreement contains customary events of default, including, among others, the failure to pay principal, interest or other amounts when due, breaches of covenants, certain bankruptcy or insolvency events, material judgment defaults and certain change of control events.

Upon the occurrence and continuation of an event of default, the Lender may terminate its commitments under the Credit Facility and declare all outstanding obligations immediately due and payable.

The foregoing description of the New Credit Agreement, the Security Agreement, the Revolving Line of Credit Note and the other loan documents does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.14 through 10.16 to this Annual Report on Form 10-K and incorporated herein by reference.

See Note 9 Credit Arrangements of Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

22 unchanged sentences

Accounts Receivable Allowances:

Exhibit Index

Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, as filed with the Securities and Exchange Commission on December 7, 2016).

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, as filed with the Securities and Exchange Commission on March 8, 2024).

Description of the Company’s common stock (incorporated by reference to Exhibit No.

4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2019).

Amended Cash Incentive Compensation Plan, dated August 19, 2025.*

Form of Notification of Award for the Cash Incentive Compensation Plan.*

Form of Notification of Award for the Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Form of Notification of Award for incentive stock options issued under the Omnibus Stock Plan (incorporated by reference to Exhibit 10.4 of the Company's Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Form of Notification of Award for director non-qualified stock options issued under the Omnibus Stock Plan (incorporated by reference to Exhibit 10.5 to the Company's Form 8-K filed with the Securities and Exchange Commission on December 13, 2013).

Form of Notification of Award for restricted stock units under the Omnibus Stock Plan (incorporated by reference to Exhibit 10.6 to the Company's Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Long-Term Incentive Compensation Plan, dated July 1, 2013 (incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2013).

Form of Notification of Non-Statutory Stock Option Award (incorporated by reference to Exhibit 10.8 to the Company's Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Amended and Restated Omnibus Stock Plan (incorporated by Reference to the Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on December 15, 2020).

Form of Notification of Restricted Stock Award under the Omnibus Stock Plan (incorporated by reference to Exhibit 10.10 to the Company's Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Amended Severance Plan for Management Employees dated August 19, 2025, including Form of Participation Agreement.*

Letter Agreement dated March 10, 2020, by and between Flexsteel Industries, Inc.

Schmidt (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on March 18, 2020).

Employment Agreement between the Company and Derek P.

Schmidt dated April 25, 2024 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 29, 2024).*

Credit Agreement between the Company and Wells Fargo Bank, National Association, dated August 18, 2026.

Security Agreement:

Business Assets by the Company in favor of Wells Fargo Bank, National Association, dated August 18, 2026.

Revolving Line of Credit Note by the Company to Wells Fargo Bank, National Association, dated August 18, 2026.

Stock Repurchase Agreement by and among the Company.

Brooks Bertsch and the other entities on Schedule 1 thereto, dates April 26, 2026 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on April 28, 2026).

Letter Agreement dated January 10, 2024 by and between Flexsteel Industries, Inc.

and Michael Ressler (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on January 11, 2024).

2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the Securities and Exchange Commission on December 16, 2022).

Form of Stock Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed with the Securities and Exchange Commission on February 8, 2023).

Form of Performance Share Unit Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.29 to the Company's Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).

Form of Restricted Stock Unit Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company's Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).

Flexsteel Industries, Inc.

Insider Trading Policy.

Subsidiaries of the Company.

Consent of Independent Registered Public Accounting Firm.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification by Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Clawback Policy adopted October 6, 2023 (incorporated by reference to Exhibit 97.1 to the Company's Form 10-K filed with the Securities and Exchange Commission on August 30, 2024).

Management contracts, compensatory plans and arrangements required to be filed as an exhibit to this report.

Filed herewith

XBRL Instance Document**

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104.Cover Page

Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

12 unchanged sentences

August 19, 2026

/s/ Thomas M.

/s/ Jeanne McGovern

Jeanne McGovern

Chair of the Board of Directors

2 unchanged sentences

August 19, 2026

Brooks Bertsch

August 22, 2025

/s/ Kathryn P.

3 unchanged sentences

August 19, 2026

/s/ Jeanne McGovern

Janne McGovern

August 22, 2025

/s/ Terence P.

Exhibit Index

Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on December 7, 2016).

Amended and Restated Bylaws of the Company (incorporated by reference to Form 8-K, as filed with the Securities and Exchange Commission on March 8, 2024).

Description of the Company’s common stock (incorporated by reference to Exhibit No.

4.1 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2019).

Amended Cash Incentive Compensation Plan, dated August 19, 2025. *

Form of Notification of Award for the Cash Incentive Compensation Plan. *

Form of Notification of Award for the Long-Term Incentive Compensation Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Form of Notification of Award for incentive stock options issued under the Omnibus Stock Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Form of Notification of Award for director non-qualified stock options issued under the Omnibus Stock Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 13, 2013).

Form of Notification of Award for restricted stock units under the Omnibus Stock Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Long-Term Incentive Compensation Plan, dated July 1, 2013 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2013).

Form of Notification of Non-Statutory Stock Option Award (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Amended and Restated Omnibus Stock Plan (incorporated by Reference to the Form 8-K filed with the Securities and Exchange Commission on December 15, 2020).

Form of Notification of Restricted Stock Award under the Omnibus Stock Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

Amended Severance Plan for Management Employees dated August 19, 2025, including Form of Participation Agreement. *

Letter Agreement dated March 10, 2020, by and between Flexsteel Industries, Inc.

Schmidt (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on March 18, 2020).

Employment Agreement between the Company and Derek P.

Schmidt dated April 25, 2024 (incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on April 29, 2024).*

Credit Agreement between Flexsteel Industries, Inc.

and Wells Fargo Bank, National Association, dated September 8, 2021 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on September 8, 2021).

First Amendment to the Credit Agreement between Flexsteel Industries, Inc.

and Wells Fargo Bank, National Association, dated April 22, 2022 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 26, 2022).

Second Amendment to the Credit Agreement between Flexsteel Industries, Inc.

and Wells Fargo Bank, National Association, dated May 24, 2023 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).

Third Amendment to the Credit Agreement between Flexsteel Industries, Inc.

and Wells Fargo Bank, National Association, dated June 3, 2025 (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on June 3, 2025).

Letter Agreement dated January 10, 2024 by and between Flexsteel Industries, Inc.

and Michael Ressler (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on January 11, 2024).

2022 Equity Incentive Plan (incorporated by reference to Form 8-K filed with the Securities and Exchange Commission on December 16, 2022).

Form of Stock Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-Q filed with the Securities and Exchange Commission on February 8, 2023).

Form of Performance Share Unit Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).

Form of Restricted Stock Unit Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 25, 2023).

Flexsteel Industries, Inc.

Insider Trading Policy.

Subsidiaries of the Company.

Consent of Independent Registered Public Accounting Firm.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

Certification by Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incentive Compensation Clawback Policy adopted October 6, 2023 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on August 30, 2024).

Management contracts, compensatory plans and arrangements required to be filed as an exhibit to this report.

Filed herewith

XBRL Instance Document**

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104.Cover Page

Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures