What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-07-21 compared with 2024-07-30 · 439 added, 423 removed, 1206 unchanged (42% of the section changed)

2 unchanged sentences

Consolidated Statements of Comprehensive Income

(In millions, except per share data) June 1, 2024 June 3, 2023 May 28, 2022

(In millions, except per share data) May 31, 2025 June 1, 2024 June 3, 2023

Net sales $ 3,669.9 $ 3,628.4 $ 4,087.1

12 unchanged sentences

Interest and other investment (income) expense ( 5.4 ) ( 6.1 ) ( 2.8 )

Other (income) expense, net ( 2.6 ) ( 0.3 ) 12.2

Earnings (loss) before income taxes and equity income 99.7 51.4 ( 8.6 )

Other expense (income), net 1.1 ( 2.6 ) ( 0.3 )

(Loss) earnings before income taxes and equity income ( 21.9 ) 99.7 51.4

Income tax expense 11.6 14.7 4.5

Equity (loss) earnings from nonconsolidated affiliate, net of tax ( 0.4 ) ( 0.8 ) —

Net earnings (loss) 84.6 46.1 ( 19.7 )

Equity earnings (loss) from nonconsolidated affiliate, net of tax 0.3 ( 0.4 ) ( 0.8 )

Net (loss) earnings ( 33.2 ) 84.6 46.1

Net earnings attributable to redeemable noncontrolling interests 3.7 2.3 4.0

Net earnings (loss) attributable to MillerKnoll, Inc.

Net (loss) earnings attributable to MillerKnoll, Inc.

$ ( 36.9 ) $ 82.3 $ 42.1

Earnings (loss) per share - basic $ 1.12 $ 0.56 $ ( 0.37 )

Earnings (loss) per share - diluted 1.11 0.55 ( 0.37 )

Other comprehensive income (loss), net of tax

(Loss) earnings per share - basic $ ( 0.54 ) $ 1.12 $ 0.56

(Loss) earnings per share - diluted ( 0.54 ) 1.11 0.55

Other comprehensive income, net of tax

Foreign currency translation adjustments 35.1 8.3 ( 20.1 )

Pension and post-retirement liability adjustments 2.4 ( 9.5 ) 13.1

Unrealized gains on interest rate swap agreement 3.6 19.0 34.5

Other comprehensive income (loss), net of tax 2.4 12.0 ( 42.0 )

Comprehensive income (loss) 87.0 58.1 ( 61.7 )

Unrealized (loss) gain on interest rate swap agreement ( 26.8 ) 3.6 19.0

Other comprehensive income, net of tax 10.7 2.4 12.0

Comprehensive (loss) income ( 22.5 ) 87.0 58.1

Comprehensive income attributable to redeemable noncontrolling interests 3.7 2.3 4.0

Comprehensive income (loss) attributable to MillerKnoll, Inc.

Comprehensive (loss) income attributable to MillerKnoll, Inc.

$ ( 26.2 ) $ 84.7 $ 54.1

1 unchanged sentence

Consolidated Balance Sheets

(In millions, except share and per share data) June 1, 2024 June 3, 2023

(In millions, except share and per share data) May 31, 2025 June 1, 2024

Current Assets:

45 unchanged sentences

May 28, 2022 75,824,241 $ 15.2 $ 825.7 $ 693.3 $ ( 107.1 ) $ — $ 1,427.1

Net loss — — — ( 27.1 ) — — ( 27.1 )

Other comprehensive loss, net of tax — — — — ( 42.0 ) — ( 42.0 )

Net earnings — — — 42.1 — — 42.1

Other comprehensive income, net of tax — — — — 12.0 — 12.0

Stock-based compensation expense ( 39,839 ) — 20.2 — — — 20.2

Restricted stock issuance 611,452 0.1 ( 0.1 ) — — — —

Exercise of stock options 49,482 — 1.0 — — — 1.0

2 unchanged sentences

Repurchase and retirement of common stock ( 575,207 ) ( 0.1 ) ( 15.9 ) — — — ( 16.0 )

Directors' fees direct issuance 23,255 — 0.9 — — — 0.9

Director's fees deferred restricted stock units — — 0.6 — — — 0.6

Deferred compensation plan — — — — — 0.2 0.2

Shares issued for the Acquisition of Knoll 15,843,921 3.2 685.1 — — — 688.3

Pre-combination expense from Knoll rollover — — 22.4 — — — 22.4

NCI Adjustment — — 0.5 — — — 0.5

Deferred stock unit — — 0.6 — — — 0.6

Director's fees 27,785 — 0.6 — — — 0.6

Redemption Value Adjustment — — — ( 1.9 ) — — ( 1.9 )

Restricted stock units dividend reinvestment — — 0.3 ( 0.3 ) — — —

Dividends declared ($ 0.75 per share)

— — — ( 57.2 ) — — ( 57.2 )

May 28, 2022 75,824,241 $ 15.2 $ 825.7 $ 693.3 $ ( 107.1 ) $ — $ 1,427.1

Other — — 0.8 ( 0.2 ) — — 0.6

June 3, 2023 75,698,670 $ 15.1 $ 836.5 $ 676.1 $ ( 95.1 ) $ — $ 1,432.6

Net earnings — — — 82.3 — — 82.3

5 unchanged sentences

Repurchase and retirement of common stock ( 6,022,646 ) ( 1.2 ) ( 138.2 ) — — — ( 139.4 )

Deferred stock unit — — 0.6 — — — 0.6

Director's fees 31,379 — 0.8 — — — 0.8

11 unchanged sentences

Repurchase and retirement of common stock, including excise tax ( 3,291,176 ) ( 0.7 ) ( 84.9 ) — — — ( 85.6 )

Deferred stock unit 508 — — — — — —

Director's fees 48,387 — 1.1 — — — 1.1

3 unchanged sentences

Other — — ( 0.4 ) ( 0.5 ) — — ( 0.9 )

June 1, 2024 70,377,692 $ 14.1 $ 725.3 $ 738.4 $ ( 92.7 ) $ — $ 1,385.1

May 31, 2025 67,804,913 $ 13.6 $ 679.1 $ 665.1 $ ( 82.0 ) $ — $ 1,275.8

MillerKnoll, Inc.

Consolidated Statements of Cash Flows

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Cash Flows from Operating Activities:

Net earnings (loss) $ 84.6 $ 46.1 $ ( 19.7 )

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

Net (loss) earnings $ ( 33.2 ) $ 84.6 $ 46.1

Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:

Depreciation expense 102.6 117.5 115.3

1 unchanged sentence

Loss on sale of equity method investment — 0.4 —

Loss on sale of property and dealers — — ( 1.0 )

Deferred taxes ( 45.0 ) ( 38.8 ) ( 45.3 )

1 unchanged sentence

Impairment charges 130.0 16.8 57.9

Loss on extinguishment of debt — — 13.4

Restructuring expenses 14.8 30.8 34.0

1 unchanged sentence

Amortization of deferred financing costs 4.6 4.6 4.6

Operating leases 4.7 ( 4.3 ) ( 3.3 )

Decrease (increase) in long-term assets 2.0 2.4 ( 4.7 )

(Decrease) in long-term liabilities ( 3.6 ) ( 1.8 ) ( 2.1 )

Changes in current assets and liabilities:

Decrease (increase) in accounts receivable & unbilled accounts receivable 35.2 15.6 ( 92.4 )

Decrease (increase) in inventories 59.0 81.5 ( 166.4 )

Decrease (increase) in prepaid expenses and other 25.6 19.6 ( 39.6 )

(Decrease) increase in accounts payable ( 28.9 ) ( 82.5 ) 51.5

(Decrease) increase in accrued liabilities ( 7.5 ) ( 124.8 ) 47.2

(Increase) decrease in accounts receivable & unbilled accounts receivable ( 41.9 ) 35.2 15.6

(Increase) decrease in inventories ( 16.9 ) 59.0 81.5

(Increase) decrease in prepaid expenses and other ( 13.9 ) 25.6 19.6

Increase (decrease) in accounts payable 26.7 ( 28.9 ) ( 82.5 )

Increase (decrease) in accrued liabilities 1.0 ( 7.5 ) ( 124.8 )

Other, net 4.4 ( 1.6 ) 0.6

Net Cash Provided by (Used in) Operating Activities 352.3 162.9 ( 11.9 )

Net Cash Provided by Operating Activities 209.3 352.3 162.9

Cash Flows from Investing Activities:

1 unchanged sentence

Collection of notes receivable 6.8 2.8 —

Marketable securities sales — — 7.7

Capital expenditures ( 107.6 ) ( 78.4 ) ( 83.3 )

1 unchanged sentence

Proceeds from life insurance policy — — 13.5

Acquisitions, net of cash received — — ( 1,088.5 )

Proceeds from the sale of equity method investment — 3.5 —

7 unchanged sentences

Repayments of credit facility ( 1,163.5 ) ( 869.9 ) ( 916.2 )

Payment of make whole premium on debt — — ( 13.4 )

Dividends paid ( 51.7 ) ( 55.6 ) ( 57.1 )

3 unchanged sentences

Other, net ( 0.7 ) ( 0.1 ) ( 1.7 )

Net Cash (Used in) Provided by Financing Activities ( 258.8 ) ( 86.8 ) 1,039.9

Net Cash (Used in) Financing Activities ( 150.3 ) ( 258.8 ) ( 86.8 )

Effect of exchange rate changes on cash and cash equivalents 5.2 ( 0.3 ) ( 6.4 )

Net Increase (Decrease) In Cash and Cash Equivalents 6.9 ( 6.8 ) ( 166.1 )

Net (Decrease) Increase In Cash and Cash Equivalents ( 36.7 ) 6.9 ( 6.8 )

Cash and cash equivalents, Beginning of Year 230.4 223.5 230.3

6 unchanged sentences

Note 2 Revenue from Contracts with Customers

Note 3 Acquisitions and Divestitures

Note 3 Inventories

6 unchanged sentences

Note 10 Income Taxes

Note 12 Fair Value

Note 11 Fair Value Measurements

Note 12 Commitments and Contingencies

17 unchanged sentences

The Company's fiscal year ends on the Saturday closest to May 31.

The fiscal year ended June 1, 2024, contained 52 weeks;

the fiscal year ended June 3, 2023, contained 53 weeks;

and the fiscal year ended May 28, 2022, contained 52 weeks.

The fiscal year ended May 31, 2025, and the fiscal year ended June 1, 2024, both contained 52 weeks;

and the fiscal year ended June 3, 2023, contained 53 weeks.

Foreign Currency Translation

1 unchanged sentence

The cumulative effects of translating the balance sheet accounts from the functional currency into the United States dollar using fiscal year-end exchange rates and translating revenue and expense accounts using average exchange rates for the period are reflected as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets.

The financial statement impact of gains and losses resulting from remeasuring foreign currency transactions into the appropriate functional currency resulted in a net loss of $ 3.0 million, $ 4.8 million, and $ 3.3 million for the fiscal years ended June 1, 2024, June 3, 2023, and May 28, 2022, respectively.

These amounts are included in Other (income) expense, net in the Consolidated Statements of Comprehensive Income.

The financial statement impact of gains and losses resulting from remeasuring foreign currency transactions into the appropriate functional currency resulted in a net loss of $ 6.1 million, $ 3.0 million, and $ 4.8 million for the fiscal years ended May 31, 2025, June 1, 2024, and June 3, 2023, respectively.

These amounts are included in Other expense (income), net in the Consolidated Statements of Comprehensive Income.

Cash and Cash Equivalents

5 unchanged sentences

The Company’s net cash pool position consisted of the following:

(In millions) June 1, 2024

(In millions) May 31, 2025 June 1, 2024

Gross cash position $ 99.4 $ 26.6

3 unchanged sentences

Cash equivalents include money market funds and time deposit investments with original maturities of less than three months.

The carrying value of cash equivalents, which approximates fair value, totaled $ 55.9 million an d $ 40.8 million as of June 1, 2024 and June 3, 2023 , respectively.

The carrying value of cash equivalents, which approximates fair value, totaled $ 34.0 million an d $ 55.9 million as of May 31, 2025 and June 1, 2024 , respectively.

All cash equivalents are high-credit quality financial instruments and the amount of credit exposure to any one financial institution or instrument is limited.

23 unchanged sentences

The changes in the carrying amount of goodwill, by reporting segment, are as follows:

(In millions) Americas Contract International Contract & Specialty Global Retail Total

Balance at May 28, 2022

Goodwill $ 197.4 $ 111.2 $ 181.1 $ 489.7

Sale of owned dealer ( 0.3 ) — — ( 0.3 )

Acquisition of Knoll 346.0 226.8 330.7 903.5

Foreign currency translation adjustments 23.7 ( 33.7 ) ( 31.2 ) ( 41.2 )

Accumulated impairment losses ( 36.7 ) — ( 88.8 ) ( 125.5 )

Net goodwill as of May 28, 2022

$ 530.1 $ 304.3 $ 391.8 $ 1,226.2

(In millions) North America Contract (1)

International Contract Global Retail (2)

Balance at June 3, 2023 $ 582.4 $ 153.1 $ 486.2 $ 1,221.7

Goodwill $ 566.8 $ 304.3 $ 480.6 $ 1,351.7

Impairment charges — — — —

Foreign currency translation adjustments 1.9 0.9 1.8 4.6

Accumulated impairment losses ( 36.7 ) — ( 88.8 ) ( 125.5 )

Net goodwill as of June 3, 2023

$ 528.4 $ 303.0 $ 390.3 $ 1,221.7

Balance at June 1, 2024 $ 584.3 $ 154.0 $ 488.0 $ 1,226.3

Goodwill $ 565.1 $ 303.0 $ 479.1 $ 1,347.2

Impairment charges — — ( 92.3 ) ( 92.3 )

Foreign currency translation adjustments 6.5 5.1 6.8 18.4

Accumulated impairment losses ( 36.7 ) — ( 88.8 ) ( 125.5 )

Net goodwill balance as of June 1, 2024

$ 530.1 $ 304.4 $ 391.8 $ 1,226.3

Balance at May 31, 2025 $ 590.8 $ 159.1 $ 402.5 $ 1,152.4

(1) North America Contract segment had accumulated goodwill impairments of $ 36.7 million as of May 31, 2025, June 1, 2024, and June 3, 2023.

(2) Global Retail segment had accumulated goodwill impairments of $ 181.1 million as of May 31, 2025, and $ 88.8 million as of June 1, 2024, and June 3, 2023 .

Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following:

(In millions) Indefinite-lived Intangible Assets

Balance at May 28, 2022 $ 501.0

Foreign currency translation adjustments ( 0.6 )

Acquisition of Knoll ( 19.7 )

Balance at June 3, 2023 $ 480.7

2 unchanged sentences

Balance at June 1, 2024 $ 465.5

Foreign currency translation adjustments 4.7

Impairment charges ( 37.7 )

Balance at May 31, 2025 $ 432.5

Goodwill is tested for impairment at the reporting unit level annually, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value.

3 unchanged sentences

If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value.

Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2024.

The Company elected to test each reporting unit, with the exception of the Global Retail reporting unit, qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350):

Testing Goodwill for Impairment.

For the Global Retail reporting unit, the Company elected to proceed directly to the quantitative test.

The Company performed the quantitative impairment analysis of the Global Retail reporting unit as of March 31, 2024, to determine the fair value of the Global Retail reporting unit as compared to the carrying value.

The Company utilized a weighting of the income approach and the market approach to estimate the fair value of the Global Retail reporting unit.

In performing the quantitative impairment test, the Company determined that the fair value of the Global Retail reporting unit exceeded the carrying amount and, as such, the reporting unit was not impaired.

The Company determined that the Global Retail reporting unit exceeded its carrying value by 37 % and therefore does not have a heightened risk of future impairments if any assumptions, estimates or market factors change in the future.

During the third quarter of fiscal year 2025, the Company identified indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value.

Although our annual impairment test is performed during the fourth quarter, we perform a qualitative assessment each interim reporting period to determine whether there are indicators of a triggering event in the quarter.

Through this assessment management identified an impairment triggering event associated with lower-than-expected operating results.

This suggested that the fair value of one or more of our reporting units may have fallen below their carrying amount.

Accordingly, we performed a quantitative valuation of each reporting unit during the quarter.

The Company used the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of our reporting units.

These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:

• actual and forecasted revenue growth rates and operating margins,

• discount rates based on the reporting unit's weighted average cost of capital, and

• revenue and EBITDA of comparable companies.

The Company selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, management’s long-term strategic plans, and guideline companies.

The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples.

We estimated the fair value of the Global Retail reporting unit using a discounted cash flow analysis.

We estimated the fair value of each reporting unit using a discounted cash flow analysis.

The discounted cash flow analysis used the present value of projected cash flows and a residual value.

The Company employed a market-based approach in selecting the discount rate used in our analysis.

The discount rate selected represents the market rates of return equal to what the Company believes a reasonable investor would expect to achieve on investments of similar size to the Global Retail reporting unit.

The Company believes the discount rate selected in the quantitative assessment is appropriate in that exceeds the estimated weighted average cost of capital for our business as a whole.

The results of the impairment test are sensitive to changes in the discount rates and changes in the discount rate may result in future impairment.

The Company evaluated the sensitivity of changes in forecasted sales, operating margin and the discount rate for the Global Retail reporting unit.

Reducing the Global Retail reporting unit's forecasted sales by 5 % in all years, and leaving all other assumptions static, would not result in impairment.

A decrease in the operating margin of 100 basis points would not result in impairment.

An increase in the discount rate of 100 basis points would not result in impairment.

The discount rate selected represents the market rate of return equal to what the Company believes a reasonable investor would expect to achieve on investments of similar size to each reporting unit.

The Company believes the discount rates selected in the quantitative assessment is appropriate in that it exceeds the estimated weighted average cost of capital for our business as a whole.

As a result of the third quarter fiscal year 2025 goodwill impairment test, the Company recognized a total non-cash impairment charge of $ 30.1 million and $ 62.2 million in its Global Retail and Holly Hunt reporting units, respectively.

The goodwill impairment charges were primarily caused by reduced sales and profitability projections as well as an increase in the discount rate.

After these impairment charges and before the changes in reporting units resulting from our third quarter fiscal year 2025 segment re-organization, the Global Retail and Holly Hunt reporting units had remaining goodwill of $ 357.0 million and $ 33.0 million, respectively.

The quantitative assessment in the third quarter of fiscal year 2025 resulted in the fair values of the Americas Contract, International Contract and Coverings reporting units exceeding their respective carrying values (the "cushion") by 32 %, 63 % and 10 %, respectively.

Generally, changes in estimates of expected future cash flows would have a similar effect on the estimated fair value of the reporting unit.

For example, a 1.0% decrease in estimated annual future cash flows would decrease the estimated fair value of the reporting unit by approximately 1.0%.

The estimated long-term growth rate can have a significant impact on the estimated future cash flows, and therefore, the fair value of each reporting unit.

Of the other key assumptions that impact the estimated fair values, most reporting units have the greatest sensitivity to changes in the estimated discount rate.

In completing the goodwill impairment test, the respective fair values were estimated using discount rates ranging from 12.0 % to 15.0 % and long-term growth rates ranging from 2.5 % to 3.0 %.

The Company evaluated the sensitivity of changes in projected growth rates, discount rates and long-term growth rates for the reporting units with goodwill remaining as of March 1, 2025.

• A decrease in the forecasted sales by 500 basis points in all years or an increase in the discount rate of 100 basis points, leaving all other assumptions static, would not result in impairment for the Americas Contract, International Contract or Coverings reporting units.

• A decrease in the operating margin of 100 basis points in all years, leaving all other assumptions static, would not result in impairment for the Americas Contract or International Contract reporting units.

For the Coverings reporting unit it would result in impairment of $ 3.0 million.

• A reduction in the projected sales growth rate, decline in operating margins, an increase in the discount rate or a decline in the long-term sales growth rate for the Holly Hunt or Global Retail reporting units may result in the need to record an additional impairment charge.

Additionally, in the third quarter of fiscal year 2025 the Company implemented an organizational change that resulted in a change in the reportable segments and reporting units.

As a result, the Company performed the required impairment assessments directly before and immediately after the change in reporting units.

As a result of this change, $ 26.1 million of goodwill was reassigned from the Americas Contract reporting unit to the International Contract reporting unit, based on the relative fair value approach.

Additionally, the $ 33.0 million of remaining goodwill for the Holly Hunt reporting unit was moved to the Global Retail reporting unit.

Subsequent to this change the Company has four reporting units, North America Contract, International Contract, Global Retail, and Coverings.

Each of the reporting units was reviewed for impairment using a qualitative assessment as of March 31, 2025.

The Company elected to test each reporting unit qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350):

Testing Goodwill for Impairment.

Through the performance of this qualitative assessment we determined that there were no indicators of impairment.

Indefinite-lived Intangible Assets

The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually.

1 unchanged sentence

An impairment charge is recorded if the carrying amount of an indefinite-lived intangible asset exceeds the estimated fair value on the measurement date.

In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $ 8.9 million and $ 7.9 million, respectively.

Accordingly, impairment charges of $ 16.8 million in total were recognized.

The carrying value of the Knoll trade name as of the measurement date was $ 153.3 million and the fair value of the Knoll trade name as of the measurement date was $ 144.4 million.

The carrying value of the Muuto trade name as of the measurement date was $ 88.4 million and the fair value of the Muuto trade name as of the measurement date was $ 80.5 million.

If the residual cash flows related to these trade names were to decline in future periods, the Company may need to record additional impairment charges.

In completing our annual indefinite-lived trade name impairment test, the respective fair values were estimated using a relief-from-royalty approach, which requires assumptions related to the following:

• forecasted revenue growth rate,

During the third quarter of fiscal year 2025 the Company identified indicators that impairment was more likely than not for certain of the indefinite-lived intangible assets.

Accordingly, the Company performed quantitative assessments during the third quarter of fiscal year 2025 to test the indefinite-lived intangible assets which showed indicators that impairment was more likely than not.

This quantitative assessment resulted in the recognition of $ 37.7 million in non-cash impairment charges related to the Knoll and Muuto trade names.

The other indefinite-lived intangible assets were determined to have no impairment.

In performing this quantitative assessment, we estimate the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to:

• actual and forecasted revenue growth rates,

• assumed royalty rates that could be payable if we did not own the trademark, and

• a market participant discount rate based on a weighted-average cost of capital.

The assumptions used reflect management’s best estimates;

however, actual results could differ from our estimates.

In completing our annual indefinite-lived trade name impairment test, the fair values of the Knoll and Muuto trade names were both estimated using a discount rate of 12.0 %.

The, royalty rate used for the Knoll and Muuto trade names were 2.0 % and 4.5 %, respectively.

The long-term growth rate used in the valuation of the Knoll and Muuto trade names was 2.5 % and 3.0 %, respectively.

The Company’s estimates of the fair value of its Knoll and Muuto indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance.

Therefore, a sensitivity analysis was performed on certain key assumptions.

For the Knoll trade name, keeping all other assumptions constant, a 10 % decrease in forecasted sales at March 31, 2024, would have resulted in $ 14.0 million of additional pre-tax impairment charges;

a decrease in the royalty rate of 25 basis points would result in an additional $ 18.0 million of impairment charges;

In completing the third quarter fiscal year 2025 assessment of indefinite-lived trade name impairment, the respective fair values were estimated using discount rates ranging from 12.8 % to 17.3 %, royalty rates ranging from 1.0 % to 3.0 % and long-term growth rates ranging from 2.5 % to 3.0 %.

The Company’s estimates of the fair value of its indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance.

If the estimated cash flows

related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.

For the Knoll trade name, keeping all other assumptions constant, a 10 % decrease in forecasted sales would have resulted in $ 12.0 million of additional pre-tax impairment charges;

a decrease in the royalty rate of 25 basis points would have resulted in an additional $ 15.0 million of impairment charges ;

and a 100 basis point increase in the discount rate would have resulted in an additional $ 11.0 million of impairment charges.

For the Muuto trade name, keeping all other assumptions constant, a 10 % decrease in forecasted sales at March 31, 2024 would have resulted in $ 8.0 million of additional pre-tax impairment charges;

For the Muuto trade name, keeping all other assumptions constant, a 10 % decrease in forecasted sales would have resulted in $ 7.0 million of additional pre-tax impairment charges;

a decrease in the royalty rate of 25 basis points would have resulted in an additional $ 4.0 million of impairment charges ;

and a 100 basis point increase in the discount rate would have resulted in an additional $ 6.0 million of impairment charges.

Each of the indefinite-lived intangible assets was reviewed for impairment using a qualitative assessment as of March 31, 2025.

The Company elected to test each asset qualitatively, as is permitted under ASU 2011-08, Intangibles-Goodwill and Other (Topic 350).

Through the performance of this qualitative assessment we determined that there were no indicators of impairment.

Accordingly, impairment charges of $ 16.8 million in total were recognized.

During fiscal 2023, the Company determined through a qualitative assessment that the Knoll trade name carrying value was more than likely above its fair value.

As a result, the Company performed a quantitative assessment to determine the fair value and as a result recognized a $ 19.7 million non-cash impairment charge to the indefinite-lived trade name.

The carrying value of the Knoll trade name as of the measurement date was $ 173.0 million.

The fair value of the Knoll trade name as of the measurement date was $ 153.3 million.

The assumptions used reflect management’s best estimate;

however, actual results could differ from our estimates.

In completing our annual indefinite-lived trade name impairment tests, the fair value of the Knoll trade name was estimated using a discount rate of 12.0 %, royalty rate of 2.0 % and long-term growth rate of 2.5 %.

The Company’s estimates of the fair value of its Knoll indefinite-lived intangible asset are sensitive to changes in the key assumptions above as well as projected financial performance.

Therefore, a sensitivity analysis was performed on certain key assumptions.

If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record additional impairment charges.

8 unchanged sentences

The following table summarizes our property as of the dates indicated:

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Land and improvements $ 56.3 $ 55.0

19 unchanged sentences

Accumulated amortization 46.9 125.4 12.5 28.3 10.3 223.4

Impairment 11.6 — — — — 11.6

Net $ 15.7 $ 231.2 $ 29.6 $ — $ 2.8 $ 279.3

1 unchanged sentence

It is estimated that the weighted-average remaining useful life of the patents and trademarks is approximately 2.0 years and the weighted-average remaining useful life of the customer relationships is 7.6 years .

Estimated amortization expense on existing amortizable intangible assets as of June 1, 2024, for each of the succeeding five fiscal years, is as follows:

Estimated amortization expense on existing amortizable intangible assets as of May 31, 2025, for each of the succeeding five fiscal years, is as follows:

(In millions)

In the first quarter of fiscal 2025, the decision was made to cease the use of certain leased locations resulting in impairment charges of $ 17.4 million related to the right of use assets associated with these locations.

In the fourth quarter of fiscal 2024, the decision was made to cease the use of certain leased locations resulting in impairment charges of $ 5.5 million recognized for the right of use assets associated with these locations.

In the second quarter of fiscal 2024, a manufacturing facility located in Wisconsin met the criteria to be classified as an asset held for sale.

Additionally, in the second quarter of fiscal 2024 a manufacturing facility located in Wisconsin met the criteria to be classified as an asset held for sale.

The decision to sell this facility was made as a result of facility integration activities performed in connection with the integration of Knoll.

In the fourth quarter of fiscal 2024, it was determined that the carrying value of these assets exceeded their fair value and an impairment charge of $ 1.0 million was recognized.

As of June 1, 2024, the carrying amount of these assets held for sale was $ 3.5 million and classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets.

The sale of the manufacturing facility was completed in the third quarter of fiscal 2025, resulting in a gain of approximately $ 2.8 million included within Operating expenses in the Consolidated Statements of Comprehensive Income.

In the third quarter of fiscal 2023, the decision was made to cease operating Fully as a stand-alone brand and sales channel and instead sell certain Fully products through other channels of the Global Retail business.

1 unchanged sentence

Of this amount, $ 11.6 million of the impairment related to the Fully trade name.

In fiscal 2022, the Company recorded a non-cash impairment charge of $ 15.5 million related to the discontinued use of a long-lived asset that was a direct result of integration activities associated with the Knoll acquisition.

The table below provides information related to the impairments recognized in fiscal 2025 and fiscal 2024.

These charges are included in "Impairment charges" and "Cost of sales" within the Consolidated Statements of Comprehensive Income.

(In millions) June 1, 2024 June 3, 2023

These charges are included in "Selling, general and administrative" within the Consolidated Statements of Comprehensive Income.

(In millions) May 31, 2025 June 1, 2024

Property and equipment $ — $ 1.0

Right of use asset 17.4 5.5

Trade name — 11.6

Total $ 17.4 $ 6.5

2 unchanged sentences

The Company's health benefit and auto liability retention levels do not include an aggregate stop loss policy.

The Company's retention levels designated within significant insurance arrangements as of June 1, 2024 , ar e as follows:

The Company's retention levels designated within significant insurance arrangements as of May 31, 2025 , ar e as follows:

(In millions) Retention Level (per occurrence)

3 unchanged sentences

Health benefit $ 0.70

The Company accrues for its self-insurance arrangements, as well as reserves for health, prescription drugs, and dental benefit exposures based on actuarial estimates, which are recorded in Other liabilities in the Consolidated Balance Sheets.

The value of the liability as of June 1, 2024 and June 3, 2023 was $ 12.0 million and $ 13.2 million, respectively.

The Company accrues for its self-insurance arrangements related to general liability, workers' compensation, auto liability, and health benefit exposures based on actuarial estimates, which are recorded in Other liabilities in the Consolidated Balance Sheets.

The value of the liability as of May 31, 2025, and June 1, 2024, was $ 13.1 million and $ 12.0 million, respectively.

The actuarial valuations are based on historical information along with certain assumptions about future events.

20 unchanged sentences

While certain customer contracts may have a duration of greater than a year, all purchase orders are less than a year in duration.

As of June 1, 2024, all unfulfilled performance obligations are expected to be fulfilled in the next twelve months.

As of May 31, 2025, all unfulfilled performance obligations are expected to be fulfilled in the next twelve months.

Variable consideration exists within certain contracts that the Company has with customers.

1 unchanged sentence

These estimates are primarily related to rebate programs which involve estimating future sales amounts and rebate percentages to use in the determination of transaction price.

Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not

Adjustments to net sales from changes in variable consideration related to performance obligations completed in previous periods are not material to the Company's financial statements.

9 unchanged sentences

The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease.

As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.

Upon implementation, the Company elected to not separate lease and non-lease components, for all leases.

As none of the Company’s leases provide an implicit discount rate, the Company uses an estimated incremental borrowing rate at the lease commencement date in determining the present value of the lease payments.

2 unchanged sentences

Leases, and any leasehold improvements, are depreciated over the expected lease term.

Additionally, certain leases include renewal or termination options, which can be exercised at the Company’s discretion.

Lease terms include the non-cancelable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods.

The Company’s leases do not contain any residual value guarantees or material restrictive covenants.

15 unchanged sentences

Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

Deferred tax assets and

liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

The Company's annual effective tax rate is based on income, statutory tax rates and tax planning strategies available in the various jurisdictions the Company operates.

37 unchanged sentences

The fair values of all derivatives are recognized as assets or liabilities at the balance sheet date.

Changes in the fair value of these instruments are reported within Other (income) expense, net in the Consolidated Statements of Comprehensive Income, or Accumulated other comprehensive loss within the Consolidated Balance Sheets, depending on the use of the derivative and whether it qualifies for hedge accounting treatment.

Changes in the fair value of these instruments are reported within Other expense (income), net in the Consolidated Statements of Comprehensive Income, or Accumulated other comprehensive loss within the Consolidated Balance Sheets, depending on the use of the derivative and whether it qualifies for hedge accounting treatment.

Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in Accumulated Other Comprehensive Loss, to the extent the hedges are effective, until the underlying transactions are recognized in the Consolidated Statements of Comprehensive Income.

1 unchanged sentence

See Note 11 of the Consolidated Financial Statements for further information regarding derivatives.

Recently Issued Accounting Standards Not Yet Adopted

Recently Adopted Accounting Standards

ASU 2023-07, Segment Reporting (Topic 280):

1 unchanged sentence

In November 2023, the FASB issued this ASU to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

The Company adopted ASU 2023-07 for the fiscal year ended May 31, 2025.

We adopted this guidance on a retrospective basis, which modified our annual disclosures in fiscal 2025 but did not have a material effect on the Company's financial position, results of operations, or cash flows.

Refer to Note 13 Operating Segments in the accompanying notes to the consolidated statements for further detail.

Recently Issued Accounting Standards Not Yet Adopted

ASU 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

The update will be effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

The Company expects the adoption of this guidance will modify our disclosures, but we do not expect it to have a material effect on our financial position, results of operations, or cash flows.

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

In November 2024, the FASB issued this ASU which requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items.

In January 2025, the FASB additionally issued ASU 2025-01, which clarified the effective date of ASU 2024-03 for entities that do not have a calendar year-end.

The update will be effective in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company expects the adoption of this guidance will modify our disclosures, but we do not expect it to have a material effect on our financial position, results of operations, or cash flows.

We have assessed all ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact.

5 unchanged sentences

• Single Performance Obligations - these contracts are transacted with customers and include only the product performance obligation.

Most commonly, these contracts represent master agreements with independent third party dealers in which a purchase order represents the customer contract, point of sale transactions through the Global Retail segment, as well as customer purchase orders within the Americas Contract and International Contract & Specialty segments.

For contracts that include a single performance obligation, the Company records revenue at the point in time when control has transferred to the customer.

Most commonly, these contracts represent master agreements with independent third party dealers in which a purchase order represents the customer contract, point of sale transactions through the Global Retail segment, as well as customer purchase orders within the North America Contract and International Contract segments.

For contracts that

include a single performance obligation, the Company records revenue at the point in time when control has transferred to the customer.

• Multiple Performance Obligations - these contracts are transacted with customers and include more than one performance obligation;

8 unchanged sentences

Revenue disaggregated by contract type has been provided in the table below:

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Single performance obligation

15 unchanged sentences

Revenue disaggregated by product type and segment has been provided in the table below:

(In millions) June 1, 2024 June 3, 2023

Americas Contract:

(In millions) May 31, 2025 June 1, 2024

North America Contract:

Workplace $ 1,181.7 $ 1,151.9

1 unchanged sentence

Lifestyle 218.5 218.3

Total Americas Contract $ 1,824.2 $ 2,026.1

International Contract & Specialty:

Total North America Contract $ 1,965.2 $ 1,922.3

International Contract:

Workplace $ 171.6 $ 170.6

1 unchanged sentence

Lifestyle 164.8 168.0

Total International Contract & Specialty $ 931.8 $ 1,017.3

Total International Contract $ 660.0 $ 645.6

Global Retail:

5 unchanged sentences

(1) "Other" primarily consists of uncategorized product sales and service sales.

In the current year, certain products were reclassified within the Performance Seating, Lifestyle, and Other categories based on management's internal reporting of the performance of these product lines.

The prior year has been restated to reflect these changes.

Refer to Note 13 of the Consolidated Financial Statements for further information related to our segments.

Sales by geographic area are based on the location of the customer.

Long-lived assets consist of long-term assets of the Company, excluding financial instruments, deferred tax assets and long-term intangibles.

The following is a summary of geographic information for the years indicated.

Individual foreign country information is not provided as none of the individual foreign countries in which the Company operates are considered material for separate disclosure based on quantitative and qualitative considerations.

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

United States $ 2,570.0 $ 2,918.0 $ 2,818.4

International 1,058.4 1,169.1 1,127.6

Total $ 3,628.4 $ 4,087.1 $ 3,946.0

Long-lived assets:

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

United States $ 2,608.4 $ 2,570.0 $ 2,918.0

1 unchanged sentence

Total $ 3,669.9 $ 3,628.4 $ 4,087.1

The Company approximates that no single dealer accounted for more than 3% of the Company's net sales in the fiscal year ended June 1, 2024.

The Company approximates that no single dealer accounted for more than 3% of the Company's net sales in the fiscal year ended May 31, 2025.

The Company estimates that the largest single end-user customer accounted for $ 197.4 million, $ 180.3 million and $ 174.9 million of the Company's net sales in fiscal 2025, 2024 and 2023, respectively.

12 unchanged sentences

These customer deposits are included within Customer deposits in the Consolidated Balance Sheets.

During the twelve months ended May 31, 2025, the Company recognized net sales of $ 87.9 million related to customer deposits that were included in the balance sheet as of June 1, 2024.

During the twelve months ended June 1, 2024, the Company recognized net sales of $ 82.2 million related to customer deposits that were included in the balance sheet as of June 3, 2023.

Acquisitions and Divestitures

On July 19, 2021, the Company completed its acquisition of Knoll, a leader in the design, manufacture, marketing, and sale of high-end furniture products and accessories for workplace and residential markets.

The Company has included the financial results of Knoll in the consolidated financial statements from the date of acquisition.

The transaction costs associated with the acquisition, which included financial advisory, legal, proxy filing, regulatory and financing fees, were approximately $ 30.0 million for the twelve months ended May 28, 2022 and were recorded in general and administrative expenses.

The aggregate cash paid in connection with the Knoll acquisition was $ 1,176.6 million.

MillerKnoll funded the acquisition through cash on-hand and debt proceeds, as described in Note 6.

Short-Term Borrowings and Long-Term Debt.

The transaction was accounted for as a business combination which requires that assets and liabilities assumed be recognized at their fair value as of the acquisition date.

Contract Furniture Dealership Divestiture

On January 31, 2022, the Company completed the sale of a wholly-owned contract furniture dealership in Toronto, Canada for cash consideration of $ 2.8 million.

A pre-tax gain of $ 2.0 million was recognized as a result of the sale within Selling, general and administrative within the Consolidated Statements of Comprehensive Income.

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Finished goods and work in process $ 329.5 $ 314.3

4 unchanged sentences

The Company has an investment in an entity that is accounted for using the equity method (“nonconsolidated affiliate”).

The investment is included in Other noncurrent assets in the Consolidated Balance Sheets and the equity earnings are included in Equity (loss) earnings from nonconsolidated affiliate, net of tax in the Consolidated Statements of Comprehensive Income.

The investment is included in Other noncurrent assets in the Consolidated Balance Sheets and the equity earnings are included in Equity earnings (loss) from nonconsolidated affiliate, net of tax in the Consolidated Statements of Comprehensive Income.

Refer to the tables below for the investment balance that is included in the Consolidated Balance Sheets and for the equity earnings that are included in the Consolidated Statements of Comprehensive Income.

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Investments in nonconsolidated affiliate $ 2.5 $ 2.2

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

Equity (loss) earnings from nonconsolidated affiliate, net of tax $ ( 0.4 ) $ ( 0.8 ) $ —

The Company had an ownership interest in one nonconsolidated affiliate at June 1, 2024.

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Equity earnings (loss) from nonconsolidated affiliate, net of tax $ 0.3 $ ( 0.4 ) $ ( 0.8 )

The Company had an ownership interest in one nonconsolidated affiliate at May 31, 2025.

Refer to the Company's ownership percentages shown below:

Ownership Interest June 1, 2024 June 3, 2023

Ownership Interest May 31, 2025 June 1, 2024

Kvadrat Maharam Pty Limited 50.0 % 50.0 %

4 unchanged sentences

The Company acquired its 48.2 % ownership interest in Maars for approximately $ 6.1 million in cash.

The entity is accounted for using the equity method of accounting as the Company has significant influence, but not control, over the entity.

As of the August 31, 2018 acquisition date, the Company's investment value in Maars was $ 3.1 million more than the Company's proportionate share of the underlying net assets.

This amount represented the difference between the price that the Company paid to acquire 48.2 % of the outstanding equity and the carrying value of the net assets of Maars.

Of this difference, $ 2.7 million was amortized over the remaining useful lives of the assets, while $ 0.4 million was considered a permanent difference.

In the fourth quarter of fiscal 2023, the Company determined the fair value was less than the carrying value and concluded the impairment was other-than-temporary and recorded an impairment charge of approximately $ 1.0 million within Other income and expense in the Consolidated Statements of Comprehensive Income.

The entity was accounted for using the equity method of accounting as the Company had significant influence, but not control, over the entity.

On October 30, 2023, the Company sold its 48.2 % investment in Global Holdings Netherlands B.V.

1 unchanged sentence

As part of this transaction, we received cash proceeds of $ 3.5 million at closing, a $ 1.4 million receivable under a vendor loan, and $ 0.9 million of cash held in an escrow account to secure the representations and warranties made to the purchaser.

As a result of the sale, a loss of $ 0.4 million was recorded in Equity (loss) income from nonconsolidated affiliates, net of tax during the twelve months ended June 1, 2024.

As a result of the sale, a loss of $ 0.4 million was recorded in Equity (loss) earnings from nonconsolidated affiliates, net of tax during the twelve months ended June 1, 2024.

Transactions with Nonconsolidated Affiliates

Sales to and purchases from nonconsolidated affiliates were as follows for the periods presented below:

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Sales to nonconsolidated affiliates $ 2.1 $ 2.1 $ 2.8

1 unchanged sentence

Balances due to or due from nonconsolidated affiliates were as follows for the periods presented below:

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Receivables from nonconsolidated affiliates $ 0.3 $ 0.3

2 unchanged sentences

Long-term debt consisted of the following obligations:

(In millions) June 1, 2024 June 3, 2023

Syndicated revolving line of credit, due July 2026 $ 390.0 $ 426.7

Term Loan A, 7.1937 %, due July 2026

(In millions) May 31, 2025 June 1, 2024

Syndicated revolving line of credit, due April 2030

$ 330.8 $ 390.0

Term Loan A, 6.0768 %, due April 2030

Term Loan B, 6.4413 %, due July 2028

5 unchanged sentences

Long-term debt $ 1,310.6 $ 1,291.7

In connection with the acquisition of Knoll, in July 2021, the Company entered into a credit agreement that provided for a syndicated revolving line of credit and two term loans.

The revolving line of credit provides the Company with up to $ 725 million in revolving variable interest borrowing capacity that matures in July 2026, replacing the previous $ 500 million syndicated revolving line of credit.

The term loans consist of a five-year senior secured term loan "A" facility with an aggregate principal amount of $ 400 million and a seven-year senior secured loan "B" facility with an aggregate principal amount of $ 625 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, for the repayment of certain debt of Knoll, and to pay fees, costs, and expenses related thereto.

In connection with the acquisition of Knoll, in July 2021, the Company entered into a credit agreement that provided for a syndicated revolving line of credit (the "Revolver") and two term loans.

The Revolver provides the Company with up to $ 725.0 million in revolving variable interest borrowing capacity that matures in July 2026, replacing the previous $ 500.0 million syndicated revolving line of credit.

The term loans consist of a five-year senior secured "Term Loan A" facility with an aggregate principal amount of $ 400.0 million and a seven-year senior secured "Term Loan B" facility with an aggregate principal amount of $ 625.0 million, the proceeds of which were used to finance a portion of the cash consideration for the acquisition of Knoll, for the repayment of certain debt of Knoll, and to pay fees, costs, and expenses related thereto.

In January 2023, the Company entered into an Amendment to the credit agreement which transitioned the benchmark rate from LIBOR to the Secured Overnight Financing Rate ("SOFR") for U.S.

2 unchanged sentences

The indebtedness incurred under the revolving line of credit and term loans is secured by substantially all of the Company’s tangible and intangible assets, including, without limitation, the Company’s intellectual property.

The Company’s direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the revolving line of credit and term loans and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee.

During 2022, t he Company repaid $ 64 million of private placement notes due May 20, 2030, and recognized a loss of approximately $ 13.4 million on extinguishment of the debt, which represented the premium on early redemption.

The Company made principal payments on term loans "A" and "B" during the year ended June 1, 2024 in the amount of $ 25.0 million and $ 6.3 million, respectively and during the year ended June 3, 2023 in the amount of $ 20.0 million and $ 6.3 million, respectively.

Prior to J uly 2021, the Company's syndicated revolving line of credit provided the Company with up t o $ 500 million in revolving variable interest borrowing capacity and included an "accordion feature" allowing the Company to increase , at its option and subject to the approval of the participating banks, the aggregate borrowing capacity of the facility by up to $ 250 million.

Outstanding borrowings would bear interest at rates based on the prime rate, federal funds rate, LIBOR or negotiated rates as outlined in the agreement.

Interest was payable periodically throughout the period if borrowings were outstanding.

The Company paid off the outstanding balance due on the syndicated revolving line of credit during the first quarter of 2022.

The Company’s

direct and indirect wholly-owned domestic subsidiaries have also guaranteed the obligations of the Company and the foreign borrowers under the revolving line of credit and term loans and pledged substantially all of their tangible and intangible assets as security for their obligations under such guarantee.

In April 2025, the Company entered into an amendment to the Credit Agreement.

Amended terms for the Revolver and Term Loan A include extending the maturity to April 2030, a new amortization schedule of required quarterly principal payments for Term Loan A, and a higher maximum first lien secured net leverage ratio with no step downs.

The Company also increased liquidity by raising the amount borrowed on Term Loan A to $ 400.0 million and applying excess cash to reduce the outstanding Revolver balance.

The Revolver continues to be a $ 725.0 million facility.

In connection with the execution of the amendment, the accounting treatment of Term Loan A and the Revolver was assessed on a lender-by-lender basis in accordance with ASC 470-50.

Based on the specific facts and circumstances applicable to each lender in the syndicate, the amendment was accounted for as a modification, extinguishment, or new loan, as appropriate.

The Company made principal payments on Term Loans A and B during the year ended May 31, 2025, in the amount of $ 35.0 million and $ 6.3 million, respectively, and during the year ended June 1, 2024, in the amount of $ 25.0 million and $ 6.3 million, respectively.

Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Syndicated revolving line of credit borrowing capacity $ 725.0 $ 725.0

4 unchanged sentences

The senior secured revolving credit facility restricts, without prior consent, the Company's borrowings, capital leases, investments, liens, mergers, consolidations, restricted payments, and the sale of certain assets.

In addition, for the Revolving line of credit and Term Loan A, the Company has agreed to maintain a financial performance ratio, a maximum first lien secured net leverage ratio covenant which is measured by the ratio of first lien debt (less unrestricted cash) to trailing four quarter adjusted consolidated EBITDA (as defined in the credit agreement) and is required to be less than 4.25 :1 for the trailing four quarter periods ending November 21, 2021, and the three immediately succeeding fiscal quarters, then 4.00 :1 for the next four fiscal quarters, and 3.75 :1 at the end of each fiscal quarter thereafter, except that the Company may elect, under certain conditions, a step-up in the covenant level of 0.50 for the four subsequent trailing four quarter periods.

In addition, for the Revolver and Term Loan A, the Company agreed to a maximum first lien secured net leverage ratio covenant which is measured by the ratio of first lien debt (less unrestricted cash) to trailing four quarter adjusted consolidated EBITDA (as defined in the credit agreement) and is required to be less than 4.00 :1 for each trailing four quarter period except that the Company may elect, under certain conditions, a step-up in the covenant level of 0.50 -1.00 for the four subsequent trailing four quarter periods immediately following a permitted acquisition.

Adjusted EBITDA is generally defined in the credit agreement as EBITDA adjusted by certain items which include non-cash share-based compensation, non-recurring restructuring costs and extraordinary items.

At June 1, 2024 the Company was in compliance with these restrictions and performance ratios.

On May 20, 2020, the Company entered into a third amendment to its existing Private Shelf Agreement, dated December 14, 2010, as amended (together with the third amendment, the "Agreement"), between the Company and PGIM, Inc.

(formerly known as Prudential Investment Management, Inc.) and certain of its affiliates (collectively, “Prudential”).

The Agreement provided for a $ 150.0 million revolving facility, which included $ 50.0 million of unsecured senior notes that were repaid on March 1, 2021 (the "Existing Notes") and an additional $ 50.0 million aggregate principal amount of unsecured senior notes issued on May 20, 2020 (the "2020 Notes").

The Notes and facility were paid off with the new revolver and term loans entered in connection with the acquisition of Knoll in July 2021.

Annual maturities of debt for the five fiscal years subsequent to June 1, 2024 are as shown in the table below.

At May 31, 2025 the Company was in compliance with these restrictions and performance ratios.

Annual maturities of debt for the five fiscal years subsequent to May 31, 2025 are as shown in the table below.

(In millions)

5 unchanged sentences

As a result, certain amounts due to suppliers have payment terms that are longer than standard industry practice and as such, these amounts have been excluded from "Accounts payable" in the Consolidated Balance Sheets as the amounts have been accounted for by the Company as a current debt, within "Short-term borrowings and current portion of long-term debt".

As of June 1, 2024, the liability related to the supplier financing program was $ 2.0 million.

The liability related to the supplier financing program was $ 2.0 million as of May 31, 2025 and June 1, 2024.

The Company has leases for retail stores, showrooms, manufacturing facilities, warehouses and vehicles, which expire at various dates through 2042.

Certain lease agreements include contingent rental payments based on per unit usage over a contractual amount and others include rental payments adjusted periodically for inflationary indexes.

The Company's lease costs recognized in the Consolidated Statement of Income consist of the following:

The Company's lease costs recognized in the Consolidated Statements of Comprehensive Income consist of the following:

Year Ended Year Ended

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Operating lease costs $ 90.7 $ 94.1

2 unchanged sentences

Total $ 112.6 $ 117.1

In the fourth quarter of fiscal 2024 the decision was made to cease the use of certain leased locations resulting in impairment charges of $ 5.5 million recognized for the right of use assets associated with these locations.

These charges are included within Restructuring expense in the Consolidated Statements of Comprehensive Income.

During fiscal 2023, the Company determined it was more likely than not that the fair value of certain right of use assets within the Global Retail reporting unit, specifically Fully, were below their carrying value and assessed these assets for impairment.

As a result of this assessment, the Company recorded an impairment of the associated right of use assets of $ 6.1 million in the Consolidated Statements of Comprehensive income.

The Company has financing lease agreements that expire from fiscal 2025 to fiscal 2030.

The Company has financing lease agreements that expire in fiscal 2026 to fiscal 2030.

The leases have initial lease terms that range from 3 to 6 years with some containing renewal options.

8 unchanged sentences

Year Ended Year Ended

June 1, 2024 June 3, 2023

May 31, 2025 June 1, 2024

Weighted-average remaining lease term (in years)

Operating leases 6.6 6.6

Finance Leases

Weighted-average discount rate

Operating leases 3.6 % 2.7 %

Finance Leases 3.3 % 3.2 %

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flow from operating leases $ 98.8 $ 100.0

Operating cash flows from operating leases $ 148.5 $ 99.4

Operating cash flows from finance leases 0.1 0.1

Financing cash flows from finance leases 0.3 0.3

ROU assets obtained in exchange for new operating lease liabilities

Operating leases $ 124.3 $ 48.1

Finance leases — 1.0

Employee Benefit Plans

1 unchanged sentence

The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants.

The Knoll subsidiary has one domestic defined-benefit pension plan covering eligible U.S.

Prior to the end of the second quarter of fiscal 2025, the Knoll subsidiary had one domestic defined-benefit pension plan covering eligible U.S.

nonunion employees.

The measurement date for this plan is the last day of the fiscal year and the plan is frozen to new participants.

During the fourth quarter of the year ended June 1, 2024 , the Company began the process of terminating the defined-benefit pension plan held by the Knoll subsidiary.

The plan participants have been notified of the Company's intention to terminate the plan and settle plan liabilities through either lump sum distributions to plan participants or annuity contracts that cover vested benefits.

The plan liabilities as of June 1, 2024 were calculated using assumptions used to value the expected cost of the plan termination.

The Company currently expects to complete the settlement of plan liabilities in fiscal 2025.

The measurement date for this plan had been the last day of the fiscal year and the plan was frozen to new participants.

In the second quarter of fiscal 2025, the Company completed the termination of the defined-benefit pension plan held by the Knoll subsidiary, which was fully funded as of November 30, 2024.

During the second quarter of fiscal 2025, the Company settled its obligations under the plan by providing lump-sum payments of $ 39.9 million to eligible participants who elected to receive them and entering into an annuity purchase contract for the remaining liability of $ 84.7 million.

The Company recognized a pension plan termination gain of $ 1.5 million during the twelve months ended May 31, 2025, which represents the acceleration of unamortized net actuarial losses previously included within accumulated other comprehensive income.

The gain was recorded in Other (income) expense, net within our Condensed Consolidated Statements of Comprehensive Income.

Benefit Obligations and Funded Status

The following table presents, for the fiscal years noted, a summary of the changes in the projected benefit obligation, plan assets and funded status of the Company's pension plans:

Pension Benefits

(In millions) 2025 2024

3 unchanged sentences

Interest cost 2.7 4.3 6.1 4.1

Expected Administrative Expenses — — 0.6 —

Loss related to settlement — — 4.7 —

Plan settlements ( 123.5 ) — — —

Foreign exchange impact — 4.5 — 1.8

1 unchanged sentence

( 1.3 ) ( 8.1 ) 4.4 2.6

Administrative expenses paid — — ( 0.7 ) —

Benefits paid ( 3.8 ) ( 4.0 ) ( 8.4 ) ( 3.3 )

Benefits paid related to settlement — — ( 14.1 ) —

Benefit obligation at end of year $ — $ 77.9 $ 125.9 $ 81.2

4 unchanged sentences

Employer contributions — 0.3 0.1 1.7

Asset reversion ( 0.6 ) — — —

Plan settlements ( 123.5 ) — — —

Actual expenses paid ( 1.2 ) — ( 0.6 ) —

14 unchanged sentences

The accumulated benefit obligation for the Company's pension plans totaled $ 75.3 million and $ 203.8 million as of the end of fiscal 2025 and fiscal 2024, respectively.

The following table is a summary of the annual cost of the Company's pension plans:

The following table is a summary of the annual cost (income) related to the Company's pension plans:

Components of Net Periodic Benefit Costs and Other Changes Recognized in Other Comprehensive Income (Loss):

1 unchanged sentence

Domestic International Domestic International Domestic International

Service cost $ 0.9 $ — $ — $ — $ — $ —

Interest cost 2.7 4.3 6.1 4.1 6.1 3.1

Expected return on plan assets ( 2.0 ) ( 5.7 ) ( 9.1 ) ( 5.0 ) ( 8.3 ) ( 4.7 )

Pension plan termination gain ( 1.5 ) — — — — —

Expected administrative expenses — — 0.7 — 0.6 —

8 unchanged sentences

Net amortization — ( 0.7 ) 0.1 ( 0.1 )

Settlement charge — — 0.6 —

Pension plan termination gain 1.5 — — —

Effect of exchange rates — — — 0.7

6 unchanged sentences

Discount rate (1)

5.17 5.34 varies 3.33 varies 1.99

5.10 5.18 5.17 5.34 varies 3.33

Compensation increase rate N/A 3.15 N/A 3.00 N/A 4.45

2 unchanged sentences

The discount rate for beginning of period in fiscal 2023 is 4.40 % and 5.18 %, respectively.

Due to settlement activity during fiscal year 2022, there were four remeasurements as of 8/28/2021, 11/27/2021, 2/26/2022, and 5/28/2022.

The discount rate for beginning of period in fiscal 2022 is 2.90 %, 2.89 %, 3.00 %, and 3.52 % respectively.

Weighted-average assumptions used in the determination of the projected benefit obligations:

Discount rate

5.10 5.18 5.17 5.34 4.40 3.33

Discount rate N/A 5.82 5.10 5.18 5.17 5.34

Compensation increase rate N/A 2.80 N/A 3.15 N/A 3.00

4 unchanged sentences

Plan Assets and Investment Strategies

The assets of the Company's employee benefit plans consist mainly of listed fixed income obligations and common/collective trusts.

The assets of the Company's employee benefit plan consist mainly of listed fixed income obligations and common/collective trusts.

The Company's primary objective for invested pension plan assets is to provide for sufficient long-term growth and liquidity to satisfy all of its benefit obligations over time.

2 unchanged sentences

This target allocation emphasizes the long-term characteristics of individual asset classes as well as the diversification among multiple asset classes.

In developing its strategy, the Company considered the need to balance the varying risks associated with each asset class with the long-term nature of its benefit obligations.

With the exception of the Knoll domestic plan, the Company's strategy moving forward will be to increase the level of fixed income investments as the funding status improves, thereby more closely matching the return on assets with the liabilities of the plans.

Due to the planned termination of the Knoll domestic pension plan effective May 28, 2024, the related investments for that plan were reallocated to fixed income securities due to the near-term nature of the benefit obligation.

In developing its strategy, the Company considered the need to balance the varying risks associated with each asset class with the long-term nature of its benefit obligations.The Company's strategy is to increase the level of fixed income investments as the funding status improves, thereby more closely matching the return on assets with the liabilities of the plan.

The Company utilizes independent investment managers to assist with investment decisions within the overall guidelines of the investment strategy.

13 unchanged sentences

Total — % 100 % 100 % 100 %

(In millions) June 1, 2024

(In millions) Domestic

Asset Category Level 1 Level 2 Total

4 unchanged sentences

Total $ — $ — $ —

International

(In millions) June 1, 2024

(In millions) International

Asset Category Level 1 Level 2 Total

7 unchanged sentences

government securities — 10.0 10.0

Foreign government obligations — 68.8 68.8

Corporate bonds — 65.6 65.6

Common collective trusts-balanced — — —

9 unchanged sentences

During fiscal 2025 and fiscal 2024, the Company made total cash contributions of $ 0.3 million and $ 1.8 million, respectively, to its pension plans.

The Company expects to contribute approximately $ 5.7 million to its pension plans in fiscal 2025.

The following represents a summary of the benefits expected to be paid by the plans in future fiscal years including the projected disbursement required for the termination of the domestic plan.

These expected benefits were estimated based on the same actuarial valuation assumptions used to determine benefit obligations at June 1, 2024.

The Company expects to contribute approximately $ 0.9 million to its pension plan in fiscal 2026.

The following represents a summary of the benefits expected to be paid by the plan in future fiscal years.

These expected benefits were estimated based on the same actuarial valuation assumptions used to determine benefit obligations at May 31, 2025.

(In millions) Pension Benefits

Domestic International

2030 - 2034 $ 27.7

2026 $ — $ 3.1

2027 $ — $ 5.2

2028 $ — $ 4.0

2029 $ — $ 4.6

2030 - 2034 $ — $ 26.2

Substantially all of the Company’s domestic employees are eligible to participate in a defined contribution retirement plan, primarily the MillerKnoll Retirement Plan.

11 unchanged sentences

Denominator for diluted EPS 68,977,267 73,954,756 76,024,368

Equity awar ds of 2,198,708 shares, 2,119,223 shares and 1,245,988 shares of common stock were excluded from the denominator for the computation of diluted earnings per share for the fiscal years ended June 1, 2024, June 3, 2023 and May 28, 2022, respectively, because they were anti-dilutive.

Equity awar ds of 2,773,092 shares, 2,198,708 shares and 2,119,223 shares of common stock were excluded from the denominator for the computation of diluted earnings per share for the fiscal years ended May 31, 2025, June 1, 2024, and June 3, 2023, respectively, because they were anti-dilutive.

On January 16, 2019, the Company announced a share repurchase plan authorized by the Board of Directors providing for a share repurchase authorization of $ 250.0 million with no specified expiration date.

On July 16, 2024, the Company announced that the Board of Directors approved an increase to this repurchase plan to authorize an additional $ 200 million to fund share repurchases, in addition to the $ 66.3 million remaining as of June 1, 2024.

On July 16, 2024, the Company announced that the Board of Directors approved an increase to this repurchase plan to authorize an additional $ 200.0 million to fund share repurchases.

The approximate dollar value of shares available for purchase under the plan was $ 181.4 million as of May 31, 2025.

During fiscal year 2025, 2024, and 2023, shares repurchased under the repurchase plan totaled 3,291,176 , 6,022,646 , and 575,207 shares respectively.

4 unchanged sentences

For all stock-based compensation plans, the Company issues authorized but unissued shares to fulfill plan terms.

Since the inception of the employee stock purchase plan, 5,500,000 shares of common stock have been authorized for issuance and 1,607,130 shares remain available for future purchases as of June 1, 2024.

At June 1, 2024, there were 16,464,945 shares authorized for issuance under active long-term incentive compensation plans:

Since the inception of the employee stock purchase plan, 5,500,000 shares of common stock have been authorized for issuance and 1,451,373 shares remain available for future purchases as of May 31, 2025.

At May 31, 2025, there were 16,464,945 shares authorized for issuance under active long-term incentive compensation plans:

7,182,670 and 9,282,275 shares authorized under the MillerKnoll, Inc.

2020 Long Term Incentive Plan and the MillerKnoll, Inc.

2023 Long-Term Incentive Plan (jointly referred to as the "LTIP"), respectively, and 982,275 shares authorized under the Knoll, Inc.

2021 Stock Incentive Plan, (the "SIP"), as amended.

There were 8,141,266 shares available for issuance under the LTIP and 168,682 under the SIP as of June 1, 2024.

2023 Long-Term Incentive Plan (jointly referred to as the "LTIP"), respectively.

There were 4,875,202 shares available for issuance under the LTIP as of May 31, 2025.

Valuation and Expense Information

5 unchanged sentences

Excluding fully vested and non-forfeitable deferred stock units described under "Director Fees and Director Deferred Compensation Plan" below, pre-tax compensation expense and the related income tax benefit for all types of stock-based programs were as follows for the periods indicated:

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Employee stock purchase program $ 0.5 $ 0.5 $ 0.5

5 unchanged sentences

Tax benefit $ 7.7 $ 5.0 $ 4.9

As of June 1, 2024, total pre-tax stock-based compensation cost not yet recognized related to non-vested awards was approximately $ 14.8 million.

As of May 31, 2025, total pre-tax stock-based compensation cost not yet recognized related to non-vested awards was approximately $ 15.3 million.

The weighted-average period over which this amount is expected to be recognized is 0.9 years.

8 unchanged sentences

Most options are subject to graded vesting, and the related compensation expense is based on the fair value of the stock options on the date of grant using the Black-Scholes model and is recognized on a straight-line basis over the requisite service period.

In fiscal 2025 there was one stock option valuation date.

In fiscal 2024, there were two stock option valuation dates.

In fiscal 2023, there was one stock option valuation date, but two valuations.

In fiscal 2022, there were two stock option valuation dates.

Therefore, the table below has been presented with the assumptions relevant to each valuation date.

3 unchanged sentences

2025 2024 2023

Valuation Method Black-Scholes Hull-White I (1)

Black-Scholes Black-Scholes

Valuation Method Black-Scholes Black-Scholes Hull-White I (1)

Black-Scholes

Risk-free interest rates (2)

4 unchanged sentences

Expected term of options (4)

4.9 years N/A 3.4 years 3.3 years

5.3 years 4.9 years N/A 3.4 years

Expected volatility (5)

12 unchanged sentences

(5) The blended volatility approach was used.

90 % term-matched historical volatility from daily stock prices and 10 % weighted average implied volatility from the 30 days preceding the grand date for fiscal 2024 and the 90 days preceding the grant date for fiscal 2023 and 2022.

(6) Represents the quarterly dividend divided by the three-month average stock price as of July 14, 2023 and January 12, 2024, July 7 and 12, 2022, and July 9, 2021, for 2024 , 2023 , and 2022 , respectively.

90 % term-matched historical volatility from daily stock prices and 10 % weighted average implied volatility from the 30 days preceding the grant date for fiscal 2025 and the 90 days preceding the grant date for fiscal 2024 and 2023.

(6) Represents the quarterly dividend divided by the three-month average stock price as of January 13, 2025, July 14, 2023, January 12, 2024 and July 7 and 12, 2022, for 2025 , 2024 , and 2023 , respectively.

The following is a summary of stock option activity during fiscal 2025:

6 unchanged sentences

Forfeited or expired ( 66,467 ) 20.00

Outstanding at June 1, 2024 4,409,392 24.06 23.0 7.8

Outstanding at May 31, 2025 4,256,929 24.19 — 6.5

Exercisable at end of period 2,644,945 $ 25.92 $ — 5.6

The weighted-average remaining recognition period of the outstanding stock options at June 1, 2024 was 1.24 years.

The weighted-average remaining recognition period of the outstanding stock options at May 31, 2025, was 0.98 years.

The total pre-tax intrinsic value of options exercised during fiscal 2025, 2024, and 2023 was $ 0.7 million, $ 0.4 million, and $ 0.4 million, respectively.

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value, based on the Company's closing stock price as of the end of the period presented, the options were not in-the-money as of that date.

The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value.

Based on the Company's closing stock price as of the end of the period presented, the options were not in-the-money as of that date.

Total cash received during fiscal 2025 from the exercise of stock options was approximately $ 2.0 million.

6 unchanged sentences

Compensation expense is based on the grant-date fair value and recognized on a straight-line basis over the requisite service period.

Dividend reinvestment units are credited on the dividend payable date and vest with the underlying shares.

reinvestment units are credited on the dividend payable date and vest with the underlying shares.

The units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting.

14 unchanged sentences

Released ( 337,906 ) 26.02

Outstanding at June 1, 2024 930,647 $ 21.92 $ 25.9 1.2

The weighted-average remaining recognition period of the outstanding restricted stock units at June 1, 2024, was 1.3 years.

The total market value of the units that vested during the twelve months ended June 1, 2024, was $ 7.0 million.

In addition, $ 65.0 thousand in accrued cash dividends were paid upon vesting of the underlying shares of converted Knoll awards.

Outstanding at May 31, 2025 1,571,198 $ 25.22 $ 26.7 0.7

The weighted-average remaining recognition period of the outstanding restricted stock units at May 31, 2025, was 0.85 years.

The total market value of the units that vested during the twelve months ended May 31, 2025, was $ 10.0 million.

The weighted-average grant-date fair value of restricted stock units granted during 2025, 2024, and 2023 was $ 28.24 , $ 17.30 , and $ 27.76 , respectively.

The intrinsic value presented above includes $ 7.8 thousand in accrued cash dividends on the underlying shares of outstanding converted Knoll restricted stock unit awards.

Performance Stock Units

2 unchanged sentences

The number of shares of Company common stock ultimately issued in connection with these performance stock units will be determined based on attainment of the pre-established metrics over a defined three-year service period.

For members of the executive leadership team, this calculation is adjusted by a relative total shareholder return modifier on their performance-based equity awards granted in fiscal year 2022 and 2023.

For fiscal 2024, this calculation is adjusted by a relative total shareholder return modifier on all performance-based awards granted.

For members of the executive leadership team, this calculation is adjusted by a relative total shareholder return modifier on their performance-based equity awards granted in fiscal year 2023.

For fiscal 2024 and fiscal 2025, this calculation is adjusted by a relative total shareholder return modifier on all performance-based awards granted.

Compensation expense is recognized over the requisite service period on a straight-line basis and based on the grant-date fair value.

15 unchanged sentences

Released ( 79,937 ) 30.34

Outstanding at June 1, 2024 442,353 $ 23.91 $ 12.2 1.0

The weighted-average remaining recognition period of the outstanding performance stock units at June 1, 2024, was 0.47 years.

The total market value for shares vested in a prior fiscal year but deferred that were released during the twelve months ended June 1, 2024, was $ 21.0 thousand;

the fair value for shares vested during the twelve months ended June 1, 2024, was $ 2.7 million.

In addition, $ 178.9 thousand in accrued cash dividends were paid upon vesting the underlying shares of converted Knoll awards.

Outstanding at May 31, 2025 627,912 $ 25.29 $ 10.6 0.9

The weighted-average remaining recognition period of the outstanding performance stock units at May 31, 2025, was 0.37 years.

The total market value for shares vested in a prior fiscal year but deferred that were released during the twelve months ended May 31, 2025, was $ 15.2 thousand;

the fair value for shares vested during the twelve months ended May 31, 2025, was $ 2.4 million.

The weighted-average grant-date fair value of performance stock units granted during fiscal 2025, 2024, and 2023 was $ 28.04 , $ 18.39 , and $ 27.30 , respectively.

8 unchanged sentences

As of the end of fiscal 2024, the restricted stock awards previously granted under the Knoll stock compensation plan and converted into MillerKnoll awards were fully vested and released.

The following is a summary of restricted stock activity during fiscal 2024:

Share Units Weighted-Average Grant-Date Fair Value

Outstanding at June 3, 2023 34,743 $ 44.36

Forfeited ( 983 ) 44.33

Released ( 33,760 ) 44.36

Outstanding at June 1, 2024 — $ —

The total market value for shares that vested during the twelve months ended June 1, 2024, was $ 1.1 million.

In addition, $ 73.0 thousand in accrued cash dividends were paid upon vesting the underlying shares of converted Knoll awards .

There were no restricted stock awards granted in fiscal 2025, 2024, or 2023.

7 unchanged sentences

Instead, participants make investment elections for their deferrals and Company contributions which are subject to market conditions.

Investment options are closely aligned to those available under the MillerKnoll Retirement Plan, except for the Company stock fund.

In the Executive Equalization Plan, investment options are the same as those available under the MillerKnoll Retirement Plan, except the Company stock fund is excluded from the Executive Equalization Plan.

13 unchanged sentences

The Amended and Restated MillerKnoll, Inc, Director Deferred Compensation Plan (the "Director Plan") allows non-employee directors of the Company to defer all or a portion of their annual director fees in either a deferred cash account or, beginning in January 2022, a deferred stock account.

In the deferred cash account, investment options are the same as those available under the MillerKnoll Retirement Plan, except for the Company stock fund is excluded from the deferred cash account.

In the deferred cash account, investment options are the same as those available under the MillerKnoll Retirement Plan, except the Company stock fund is excluded from the deferred cash account.

At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in cash.

6 unchanged sentences

The total fair value of deferred stock units issued during fiscal year 2025 was $ 0.5 million.

At June 1, 2024, there were 50,682 deferred stock units outstanding, all of which are vested, with an aggregate intrinsic value of $ 1.4 million.

At May 31, 2025, there were 74,771 deferred stock units outstanding, all of which are vested, with an aggregate intrinsic value of $ 1.3 million.

The weighted-average grant date fair value of deferred stock units granted during 2025, 2024, and 2023 was $ 22.79 , $ 25.47 , and $ 22.73 per share, respectively.

21 unchanged sentences

Total income tax provision $ 11.6 $ 14.7 $ 4.5

During fiscal 2025, the Company incurred net operation losses of $ 8.7 million in various foreign jurisdictions, the majority of which were in the United Kingdom and Mexico, resulting in a deferred tax asset of $ 2.3 million related to the current-year build of foreign NOL carryforwards.

This amount is included in the deferred tax benefit above.

The Company expects to utilize these carryforwards in future periods based on projected taxable income and has not recorded a valuation allowance against this asset.

In addition, the current federal income tax expense above includes a benefit of approximately $ 2.2 million related to the utilization of net operating loss carryforwards.

The following table represents a reconciliation of income taxes at the United States statutory rate of 21 % with the effective tax rate as follows:

3 unchanged sentences

State and local income taxes, net of federal income tax benefit — 0.4 ( 1.0 )

Non-deductible goodwill impairment 19.5 — —

Non-deductible officers' compensation 2.8 1.1 0.9

4 unchanged sentences

Research and development incentives ( 6.0 ) ( 7.1 ) ( 4.0 )

Foreign offshore income claim ( 1.5 ) ( 1.0 ) ( 0.7 )

Federal return to provision adjustments ( 1.6 ) ( 1.8 ) ( 4.1 )

6 unchanged sentences

Effective tax rate ( 53.1 ) % 14.8 % 8.8 %

The tax effects and types of temporary differences that give rise to significant components of the deferred tax assets and liabilities at June 1, 2024 and June 3, 2023, are as follows:

The tax effects and types of temporary differences that give rise to significant components of the deferred tax assets and liabilities at May 31, 2025, and June 1, 2024, are as follows:

(In millions) 2025 2024

27 unchanged sentences

To the extent that available evidence about the future raises doubt about the realization of these tax benefits, a valuation allowance is established.

At June 1, 2024, the Company had state and local tax NOL carry-forwards of $ 83.6 million, the state tax benefit of which is $ 5.0 million, which have expiration periods from 1 year to an unlimited term.

The Company also had state credits with a state tax benefit of $ 0.7 million, which expire in 2 to 5 years.

At May 31, 2025, the Company had state and local tax NOL carry-forwards of $ 62.8 million, the state tax benefit of which is $ 3.6 million, which have expiration periods from 1 year to an unlimited term The Company also had state credits with a state tax benefit of $ 0.7 million, which expire in 1 to 5 years.

For financial statement purposes, the NOL carry-forwards and state tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $ 1.6 million.

At June 1, 2024, the Company had federal NOL carry-forwards of $ 14.3 million, the tax benefit of which is $ 3.0 million, which have expiration periods from 5 years to an unlimited term.

At May 31, 2025, the Company had federal NOL carry-forwards of $ 4.1 million, the tax benefit of which is $ 0.9 million, which have expiration periods from 4 years to an unlimited term.

For financial statement purposes, the NOL carry-forwards have been recognized as deferred tax assets.

At June 1, 2024, the Company had federal deferred assets of $ 1.3 million, the tax benefit of which is $ 0.3 million, which is related to an investment in a foreign joint venture.

At May 31, 2025, the Company had federal deferred assets of $ 1.2 million, the tax benefit of which is $ 0.2 million, which is related to an investment in a foreign joint venture.

For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $ 0.2 million.

At June 1, 2024, the Company had foreign net operating loss carry-forwards of $ 62.4 million, the tax benefit of which is $ 16.1 million, which have expiration periods from 4 years to an unlimited term.

At May 31, 2025, the Company had foreign net operating loss carry-forwards of $ 76.8 million, the tax benefit of which is $ 19.6 million, which have expiration periods from 3 years to an unlimited term.

The Company also had foreign tax credits with a tax benefit of $ 2.8 million which have expiration periods from 5 to 12 years.

For financial statement purposes, the NOL carry-forwards and foreign tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $ 14.2 million.

At June 1, 2024, the Company had foreign deferred assets of $ 3.1 million, the tax benefit of which is $ 0.8 million, which is related to various deferred taxes in Canada, Belgium and Ireland as well as buildings in the United Kingdom.

At May 31, 2025, the Company had foreign deferred assets of $ 3.6 million, the tax benefit of which is $ 0.9 million, which is related to various deferred taxes in Canada, Belgium and Ireland as well as buildings in the United Kingdom.

For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $ 0.9 million.

4 unchanged sentences

tax liability on undistributed foreign earnings or GILTI.

The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S, which was $ 347.5 million on June 1, 2024.

The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S, which was $ 382.9 million on May 31, 2025.

Determination of the total amount of unrecognized deferred income tax on the remaining undistributed earnings of foreign subsidiaries is not practicable.

1 unchanged sentence

(In millions)

Balance at May 28, 2022 $ 2.3

Balance at June 3, 2023 $ 1.6

Increases related to prior year income tax positions 0.2

Decreases related to lapse of applicable statute of limitations ( 0.3 )

Decreases related to settlements ( 0.2 )

Balance at June 1, 2024 $ 1.5

Increases related to current year income tax positions 0.7

Increases related to prior year income tax positions 0.1

Decreases related to lapse of applicable statute of limitations ( 0.4 )

Balance at June 1, 2024 $ 1.5

Decreases related to settlements ( 0.3 )

Balance at May 31, 2025 $ 1.6

The Company's effective tax rate would have been affected by the total amount of unrecognized tax benefits had this amount been recognized as a reduction to income tax expense.

1 unchanged sentence

Interest and penalties and the related liability, which are excluded from the table above, were as follows for the periods indicated:

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Interest and penalty (income) expense $ ( 0.1 ) $ 0.1 $ ( 0.2 )

4 unchanged sentences

It is not expected that any of the changes will be material to the Company's Consolidated Statements of Comprehensive Income.

The Company has partially closed the audits of fiscal year 2022 and fiscal year 2023 with the Internal Revenue Service under the Compliance Assurance Process (CAP).

Knoll’s federal consolidated returns related to calendar years 2019, 2020, and short period 2021 have also been selected for examination by the Internal Revenue Service.

The Company has received full acceptance from the Internal Revenue Service for the audits of fiscal year 2022 and fiscal year 2023 under the Compliance Assurance Process (CAP).

The Company’s fiscal year 2024 federal consolidated return is currently under audit with the Internal Revenue Service as well as Knoll’s federal consolidated returns related to calendar years 2019, 2020, and short period 2021.

For the majority of the remaining tax jurisdictions, the Company is no longer subject to state and local, or non-U.S.

income tax examinations by tax authorities for fiscal years before 2019.

The Company's financial instruments consist of cash equivalents, marketable securities, accounts and notes receivable, deferred compensation plan, accounts payable, debt, interest rate swaps, and foreign currency exchange contracts.

The Company's financial instruments, other than long-term debt, are recorded at fair value.

On July 4, 2025, the United States enacted H.R.

1 "A bill to provide for reconciliation pursuant to Title II of H.

14", commonly referred to as the One Big Beautiful Bill Act (OBBBA).

1 includes changes to U.S.

These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures.

We are in the process of evaluating the impact of the Act.

Fair Value Measurements

The Company's financial instruments consist of cash equivalents, accounts and notes receivable, deferred compensation plan, accounts payable, debt, interest rate swaps, and foreign currency exchange contracts.

The Company's financial instruments, other than long-term debt, accounts receivable, and accounts payable, are recorded at fair value.

The carrying value and fair value of the Company's long-term debt, including current maturities, is as follows for the periods indicated:

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Carrying value $ 1,337.0 $ 1,347.8

1 unchanged sentence

The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in net earnings, which have not significantly changed in the current period:

Cash and cash equivalents — The Company invests excess cash in short term investments in the form of money market funds, which are valued using net asset value ("NAV").

Cash equivalents — The Company invests excess cash in short term investments in the form of money market funds, which are valued using net asset value ("NAV").

Deferred compensation plan — The Company's deferred compensation plan primarily includes various domestic and international mutual funds that are recorded at fair value using quoted prices for similar securities.

2 unchanged sentences

These forward contracts are not designated as hedging instruments.

The following table sets forth financial assets and liabilities measured at fair value through net income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of June 1, 2024 and June 3, 2023:

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Financial Assets NAV Quoted Prices With Other Observable Inputs (Level 2) NAV Quoted Prices With Other Observable Inputs (Level 2)

1 unchanged sentence

Money market funds $ 10.8 $ — $ 17.5 $ —

Other current assets:

Foreign currency forward contracts — 0.8 — 1.1

Other noncurrent assets:

Deferred compensation plan — 22.0 — 19.1

1 unchanged sentence

Financial Liabilities

Other accrued liabilities:

Foreign currency forward contracts $ — $ ( 0.2 ) $ — $ ( 0.4 )

3 unchanged sentences

The interest rate swap agreements are designated as cash flow hedging instruments.

The following table sets forth financial assets and liabilities measured at fair value through other comprehensive income and the respective pricing levels to which the fair value measurements are classified within the fair value hierarchy as of June 1, 2024 and June 3, 2023.

(In millions) June 1, 2024 June 3, 2023

(In millions) May 31, 2025 June 1, 2024

Financial Assets Balance Sheet Location Quoted Prices with Other Observable Inputs (Level 2) Quoted Prices with Other Observable Inputs (Level 2)

5 unchanged sentences

The cost of securities sold is based on the specific identification method;

realized gains and losses resulting from such sales are included in the Consolidated Statements of Comprehensive Income within Other (income) expense, net.

realized gains and losses resulting from such sales are included in the Consolidated Statements of Comprehensive Income within Other expense (income), net.

The Company views its equity and fixed income mutual funds as available for use in its current operations.

9 unchanged sentences

The balance sheet classification for the fair values of these forward contracts is Other current assets for unrealized gains and Other accrued liabilities for unrealized losses.

The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other (income) expense, net, for both realized and unrealized gains and losses.

The notional amounts of the forward contracts held to purchase and sell U.S.

dollars in exchange for other major international currencies were $ 68.6 million and $ 99.5 million as of June 1, 2024 and June 3, 2023, respectively.

The notional amounts of the foreign currency forward contracts held to purchase and sell British pound sterling in exchange for other major international currencies were £ 1.1 million and £ 7.5 million as of June 1, 2024 and June 3, 2023, respectively .

The Company also has other forward contracts related to other currency pairs at varying notional amounts.

The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other expense (income), net, for both realized and unrealized gains and losses.

The effects of non-designated derivatives on the consolidated financial statements were as follows for the fiscal years ended 2025 and 2024 (amounts presented exclude any income tax effects):

(In millions) Balance Sheet Location May 31, 2025 June 1, 2024

Foreign currency forward contracts Current assets:

Other current assets $ 0.8 $ 1.1

Foreign currency forward contracts Current liabilities:

Other accrued liabilities $ ( 0.2 ) $ ( 0.4 )

Total net fair value of foreign currency forward contracts (1)

(1) The notional amounts of the outstanding forward contracts were $ 102.2 million and $ 54.0 million, as of May 31, 2025 and June 1, 2024, respectively.

(In millions) Statement of Comprehensive Income Location May 31, 2025 June 1, 2024 June 3, 2023

Loss recognized on foreign currency forward contracts Other expense (income), net $ 6.1 $ 3.0 $ 4.8

Interest Rate Swaps

1 unchanged sentence

The Company's interest rate swap agreements exchange variable rate interest payments for fixed rate payments over the life of the agreement without the exchange of the underlying notional amounts.

The notional amount of the interest rate swap agreements is used to measure interest to be paid or received.

The notional amount of the interest rate

swap agreements is used to measure interest to be paid or received.

The differential paid or received on the interest rate swap agreements is recognized as an adjustment to interest expense.

3 unchanged sentences

The swap agreement was amended in February 2023 for each calculation period beginning on February 3, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.910 % modified fixed interest rate.

In May 2025, the swap agreement was amended to remove the 0.11448 % floor and related CSA.

In June 2017, the Company entered into a second interest rate swap agreement.

2 unchanged sentences

In May 2025, the swap agreement was amended to remove the 0.11448 % floor and related CSA.

In January 2022, the Company entered into a third interest rate swap agreement.

1 unchanged sentence

The interest rate swap locked in the Company’s interest rate on the forecasted outstanding borrowings of $ 575.0 million at 1.689 % exclusive of the credit spread on the variable rate debt.

As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Spread Adjusted Term SOFR floating interest rate plus applicable margin to 1.689 % fixed interest rate and adjustment % plus applicable margin as of the forward start date.The swap agreement was amended in February 2023 for each calculation period beginning on January 31, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.650 % modified fixed interest rate.

As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Term SOFR floating interest rate plus applicable margin to 1.689 % fixed interest rate plus applicable margin as of the forward start date.

The swap agreement was amended in February 2023 for each calculation period beginning on January 31, 2023, and thereafter, to replace the LIBOR-based floating interest rate with a Term SOFR rate, and a 1.650 % modified fixed interest rate.

In May 2025, the swap agreement was amended to remove the 0.11448 % floor and related CSA.

In February 2023, the Company entered into a fourth interest rate swap agreement.

The interest rate swap is for an aggregate notional amount of $ 150.0 million with a forward start date of March 3, 2023, and a termination date of January 3, 2029.

"Spread adjusted Term SOFR" means Term SOFR plus an adjustment % that varies with tenor.

The Company typically selects a one month tenor and that is calculated as the one month Term SOFR rate plus 0.11448 %.

The interest rate swaps were designated cash flow hedges at inception and the facts and circumstances of the hedged relationship remains consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of June 1, 2024.

The interest rate swap locked in the Company's interest rate on the forecasted outstanding borrowings of $ 150.0 million at 3.950 % exclusive of the credit spread on the variable rate debt.

As a result of the transaction, under the terms of the agreement the Company effectively will convert one month Term SOFR floating interest rate plus applicable margin to 3.950 % fixed interest rate plus applicable margin as of the forward start date.

Since a designated derivative meets hedge accounting criteria, the fair value of the hedge is recorded in the Consolidated Statements of Stockholders’ Equity as a component of Accumulated other comprehensive loss, net of tax.

1 unchanged sentence

The interest rate swap agreements are assessed for hedge effectiveness on a quarterly basis.

(In millions) Notional Amount Forward Start Date Amendment Effective Date Termination Date Effective Fixed Interest Rate

September 2016 Interest Rate Swap $ 150.0 January 3, 2018 February 3, 2023 January 3, 2028 1.910 %

June 2017 Interest Rate Swap $ 75.0 January 3, 2018 February 3, 2023 January 3, 2028 2.348 %

January 2022 Interest Rate Swap $ 575.0 January 31, 2022 January 31, 2023 January 29, 2027 1.650 %

March 2023 Interest Rate Swap $ 150.0 March 3, 2023 none January 3, 2029 3.950 %

As of June 1, 2024, the swaps above effectively converted indebtedness up to the notional amounts from a SOFR-based floating interest rate plus 0.11448 % plus applicable margin to an effective fixed interest rate plus 0.11448 % plus applicable margin under the terms of our Credit Agreement.

(In millions) Notional Amount Forward Start Date Termination Date Effective Fixed Interest Rate

September 2016 Interest Rate Swap $ 150.0 January 3, 2018 January 3, 2028 1.910 %

June 2017 Interest Rate Swap $ 75.0 January 3, 2018 January 3, 2028 2.348 %

January 2022 Interest Rate Swap $ 575.0 January 31, 2022 January 29, 2027 1.650 %

March 2023 Interest Rate Swap $ 150.0 March 3, 2023 January 3, 2029 3.950 %

As of May 31, 2025, the swaps above effectively converted indebtedness up to the notional amounts from a SOFR-based floating interest rate plus applicable margin to an effective fixed interest rate plus applicable margin under the terms of our Credit Agreement.

Effective Fixed Interest Rates include the rates amended effective January 31, 2023, or February 3, 2023, for the first three swaps included in the chart above.

For fiscal 2025, 2024 and 2023, there were no gains or losses recognized against earnings for hedge ineffectiveness.

Effects of Derivatives on the Financial Statements

The effects of non-designated derivatives on the consolidated financial statements were as follows for the fiscal years ended 2024 and 2023 (amounts presented exclude any income tax effects ):

(In millions) Balance Sheet Location June 1, 2024 June 3, 2023

Non-designated derivatives:

Foreign currency forward contracts Current assets:

Other current assets $ 1.1 $ 1.3

Foreign currency forward contracts Current liabilities:

Other accrued liabilities $ 0.4 $ 1.8

(1) Designated derivative and their balance sheet locations are located in above table within financial assets and liabilities measured at fair value.

(In millions) Statement of Comprehensive Income Location June 1, 2024 June 3, 2023 May 28, 2022

Loss recognized on foreign currency forward contracts Other expense (income), net $ 3.0 $ 4.8 $ 3.3

The gain/(loss) recorded, net of income taxes, in Other comprehensive loss for the effective portion of designated derivatives was as follows for the periods presented below:

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Interest rate swap $ ( 52.2 ) $ ( 27.1 ) $ 4.7

Reclassified from Accumulated other comprehensive loss into earnings within Interest expense for the fiscal year ended 2024, was a gain of $ 30.7 million, and in fiscal years ended 2023 and 2022 were a gain of $ 14.3 million and a loss of $ 6.9 million, respectively.

Reclassified from Accumulated other comprehensive loss into earnings within Interest expense for the fiscal year ended 2025, 2024 and 2023 was a gain of $ 25.4 million, $ 30.7 million and $ 14.3 million, respectively.

Pre-tax gains expected to be reclassified from Accumulated other comprehensive loss into earnings during the next twelve months are $ 18.1 million.

10 unchanged sentences

This represents a level 3 fair value measurement.

Changes in the Company's redeemable noncontrolling interest in HAY for the year ended June 1, 2024 are as follows:

(In millions) June 1, 2024

Changes in the Company's redeemable noncontrolling interest in HAY for the year ended May 31, 2025 are as follows:

(In millions) May 31, 2025

Beginning Balance $ 73.9

4 unchanged sentences

Ending Balance $ 59.3

For further information on the fair value assessment of intangible assets and impairment charge recorded in the year ended June 1, 2024, refer to "Goodwill and Indefinite-lived Intangible Assets" within Note 1 to the Consolidated Financial Statements .

For further information on the fair value assessment of intangible assets and impairment charge recorded in the year ended May 31, 2025, refer to "Goodwill and Indefinite-lived Intangible Assets" within Note 1 to the Consolidated Financial Statements .

Commitments and Contingencies

9 unchanged sentences

Changes in the warranty reserve for the stated periods were as follows:

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Accrual Balance — beginning $ 70.4 $ 73.9 $ 73.2

1 unchanged sentence

Settlements and adjustments ( 25.4 ) ( 25.1 ) ( 23.9 )

Acquired through business acquisition — — 15.1

Accrual Balance — ending $ 69.7 $ 70.4 $ 73.9

4 unchanged sentences

However, the Company is ultimately liable for claims that may occur against them.

As of June 1, 2024, the Company had a maximum financial exposure related to performance bonds of approximately $ 9.2 million.

As of May 31, 2025, the Company had a maximum financial exposure related to performance bonds of approximately $ 11.2 million.

The Company has no history of claims, nor is it aware of circumstances that would require it to pay, under any of these arrangements.

The Company also believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements.

Accordingly, no liability h as been recorded in respect to these bonds as of either June 1, 2024 or June 3, 2023.

Accordingly, no liability h as been recorded in respect to these bonds as of either May 31, 2025, or June 1, 2024.

The Company has entered into standby letter of credit arrangements for purposes of protecting various insurance companies and lessors against default on insurance premium and lease payments.

As of June 1, 2024, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 12.7 million, all of which is considered usage against the Company's revolving line of credit.

As of May 31, 2025, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 12.0 million, all of which is considered usage against the Company's revolving line of credit.

The Company has no history of claims, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements.

Accordingly, no liability has been recorded as of June 1, 2024 and June 3, 2023.

Accordingly, no liability has been recorded as of May 31, 2025, and June 1, 2024.

Contingencies

3 unchanged sentences

Operating Segments

The Company's reportable segments consists of three segments:

Americas Contract, International Contract & Specialty, and Global Retail.

The Americas Contract segment includes the operations associated with the design, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout North and South America.

The International Contract & Specialty segment includes the operations associated with the design, manufacture and sale of furniture products, indirectly or directly through an independent dealership network in Europe, the Middle East, Africa and Asia-Pacific as well as the global operations of the Specialty brands, which include Holly Hunt, Spinneybeck, Maharam, Edelman, and Knoll Textiles.

The Global Retail segment includes global operations associated with the sale of modern design furnishings and accessories to third party retailers, as well as direct to consumer sales through eCommerce, direct-mail catalogs, and physical retail stores.

The Company's operations are managed and evaluated around the organization and alignment of internal operations, the nature of our products, and geographical location.

Effective on March 1, 2025, the last day of the third quarter of fiscal year 2025, the Company implemented an organizational change that resulted in a change in reportable segments.

The Company has restated historical results to reflect this change.

As more fully described in Note 1 of the Condensed Consolidated Financial Statements, under our new reportable segments, there are three reportable segments consisting of North America Contract, International Contract and Global Retail.

The North America Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck|FilzFelt, Maharam, Edelman, and Knoll Textile brands.

The International Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products, indirectly or directly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific and Latin America.

The Company also reports a “Corporate” category consisting primarily of unallocated expenses related to general corporate functions, including, but not limited to, certain legal, executive, corporate finance, information technology, administrative and acquisition-related costs.

Management regularly reviews corporate costs and believes disclosing such information provides more visibility and transparency regarding how the chief operating decision maker reviews results of the Company.

The accounting policies of the operating segments are the same as those of the Company.

The performance of the operating segments is evaluated by the Company's management using various financial measures.

The following is a summary of certain key financial measures for the years indicated:

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

Americas Contract $ 1,824.2 $ 2,026.1 $ 1,929.1

International Contract & Specialty 931.8 1,017.3 928.5

The Company's CODM is its Chief Executive Officer, who is regularly provided the operating results of our reportable segments and reviews the actual operating results against forecasted figures for the purposes of monitoring and assessing performance, allocating capital, and making strategic and operational decisions.

The CODM uses Adjusted Operating Earnings (Loss) as the key operating metric to measure segment profit or loss, evaluate the performance of the segments, analyze variances of actual performance to forecasts, and make decisions regarding the allocation of resources.

Segment Adjusted Operating Earnings (Loss) represents reported Operating Earnings adjusted for restructuring charges, integration charges, amortization of Knoll purchased intangibles, impairment charges, and significant non-recurring or infrequent items that may not be indicative of ongoing operations.

The Company's CODM does not review assets by segment to assess segment performance or allocate resources, nor is such information provided to the CODM.

Accordingly, the Company does not present assets by segment.

The accounting policies for each of the operating segments are the same as those of the Company described in Note 1 .

Additionally, the Company employs a methodology for allocating corporate costs with the underlying objective of this methodology being to allocate corporate costs according to the relative usage of the underlying resources.

The majority of the allocations for corporate expenses are based on relative net sales.

However, certain corporate costs generally considered the result of isolated business decisions, are not subject to allocation and are evaluated separately from the rest of regular ongoing business operations.

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

North America Contract $ 1,965.2 $ 1,922.3 $ 2,129.5

International Contract 660.0 645.6 705.5

Global Retail 1,044.7 1,060.5 1,252.1

Total $ 3,669.9 $ 3,628.4 $ 4,087.1

Depreciation and amortization:

Americas Contract $ 94.9 $ 87.7 $ 104.5

International Contract & Specialty 35.1 33.4 52.3

Refer to Note 2 of the Consolidated Financial Statements for further disaggregation of revenue by operating segment.

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Adjusted cost of sales (1) :

North America Contract $ 1,262.4 $ 1,224.5 $ 1,434.6

International Contract 419.2 412.5 $ 475.4

Global Retail 565.2 571.9 $ 731.8

Corporate — — —

Total $ 2,246.8 $ 2,208.9 $ 2,641.8

Operating earnings (loss):

Americas Contract $ 98.7 $ 99.6 $ ( 24.0 )

International Contract & Specialty 78.2 98.6 69.9

(1) Adjusted cost of sales is defined as cost of sales excluding, when they occur, the impacts of restructuring charges and integration charges, that may not be indicative of ongoing operations.

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Adjusted operating expenses (1) :

North America Contract $ 511.8 $ 520.6 $ 520.9

International Contract 167.3 160.7 152.9

Global Retail 427.6 424.0 460.2

Total Reportable Segment Adjusted operating expenses 1,106.7 1,105.3 1,134.0

Corporate 67.7 52.0 54.8

Total $ 1,174.4 $ 1,157.3 $ 1,188.8

(1) Adjusted operating expenses is defined as operating expenses excluding, when they occur, the impacts of restructuring charges, integration charges, amortization of Knoll purchased intangibles, impairment charges, and significant non-recurring or infrequent items that may not be indicative of ongoing operations.

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Adjusted operating earnings:

North America Contract $ 191.0 $ 177.2 $ 174.0

International Contract 73.5 72.4 77.2

Global Retail 51.9 64.6 60.1

Total Segment Adjusted operating earnings $ 316.4 $ 314.2 $ 311.3

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Reconciliation to net earnings:

Total Segment Adjusted operating earnings $ 316.4 $ 314.2 $ 311.3

Corporate Adjusted operating loss ( 67.7 ) ( 52.0 ) ( 54.8 )

Total Consolidated Adjusted operating earnings 248.7 262.2 256.5

Net earnings attributable to redeemable noncontrolling interests 3.7 2.3 4.0

Net (loss) earnings from:

Equity (loss) earnings from nonconsolidated affiliate, net of tax 0.3 ( 0.4 ) ( 0.8 )

Income tax expense 11.6 14.7 4.5

Other expense (income), net 1.1 ( 2.6 ) ( 0.3 )

Interest and other investment (income) expense ( 5.4 ) ( 6.1 ) ( 2.8 )

Interest expense 76.7 76.2 74.0

Restructuring charges 14.8 30.8 34.0

Integration charges 28.3 23.5 18.0

Amortization of Knoll purchased intangibles 24.1 23.9 25.3

Impairment charges 130.0 16.8 56.9

Knoll pension plan termination charges 1.0 — —

Net (loss) earnings attributable to MillerKnoll, Inc.

$ ( 36.9 ) $ 82.3 $ 42.1

(In millions) Year Ended

Depreciation and amortization:

May 31, 2025 June 1, 2024 June 3, 2023

North America Contract $ 83.3 $ 96.9 $ 92.1

International Contract 22.2 28.0 27.5

Global Retail 35.0 30.2 35.5

Total $ 140.5 $ 155.1 $ 155.1

Capital expenditures:

Americas Contract $ 47.6 $ 52.4 $ 52.5

International Contract & Specialty 14.4 15.6 17.8

North America Contract $ 58.7 $ 51.4 $ 54.2

International Contract 19.9 7.0 10.2

Global Retail 29.0 20.0 18.9

Total $ 107.6 $ 78.4 $ 83.3

Americas Contract $ 530.1 $ 528.4 $ 530.1

International Contract & Specialty 304.4 303.0 304.3

North America Contract $ 590.8 $ 584.3 $ 582.4

International Contract 159.1 154.0 153.1

Global Retail 402.5 $ 488.0 486.2

Total $ 1,152.4 $ 1,226.3 $ 1,221.7

Many of the Company's assets, including manufacturing, office and showroom facilities, support multiple segments.

For that reason, it is impractical to disclose asset information on a segment basis.

The accounting policies of the operating segments are the same as those of the Company.

Additionally, the Company employs a methodology for allocating corporate costs and assets with the underlying objective of this methodology being to allocate corporate costs according to the relative usage of the underlying resources and to allocate corporate assets according to the relative expected benefit.

The majority of the allocations for corporate expenses are based on relative net sales.

However, certain corporate costs, generally considered the result of isolated business decisions, are not subject to allocation and are evaluated separately from the rest of the regular ongoing business operations.

The Company's product offerings consist primarily of furniture systems, seating, freestanding furniture, storage, casegoods, textiles, architectural and acoustical products.

These product offerings are marketed, distributed and managed primarily as a group of similar products on an overall portfolio basis.

The following is a summary of net sales estimated by product category for the years indicated:

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

Workplace $ 1,336.2 $ 1,559.7 $ 1,484.3

Performance Seating 835.0 889.5 931.1

Lifestyle 1,240.4 1,395.5 1,282.5

216.8 242.4 248.1

Reportable geographic information is as follows:

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Long-lived assets (1) :

United States $ 711.9 $ 704.2 $ 787.1

International 195.4 163.4 165.1

Total $ 907.3 $ 867.6 $ 952.2

(1) “Other” primarily consists of uncategorized product sales and service sales.

The prior years have been restated to reflect these changes.

(1) Long-lived assets include property and equipment and right of use assets.

No country other than the United States represented greater than 10% of our long-lived assets in fiscal 2025, fiscal 2024, and fiscal 2023.

Accumulated Other Comprehensive Loss

The following table provides an analysis of the changes in accumulated other comprehensive loss for the years indicated:

(In millions) June 1, 2024 June 3, 2023 May 28, 2022

(In millions) May 31, 2025 June 1, 2024 June 3, 2023

Cumulative translation adjustments at beginning of period $ ( 105.7 ) $ ( 114.0 ) $ ( 93.9 )

Other comprehensive (loss) income 8.3 ( 20.1 ) ( 90.0 )

Other comprehensive income (loss) 35.1 8.3 ( 20.1 )

Balance at end of period ( 70.6 ) ( 105.7 ) ( 114.0 )

5 unchanged sentences

Net reclassifications 3.0 ( 0.4 ) ( 1.7 )

Net current period other comprehensive (loss) income ( 9.5 ) 13.1 13.5

Net current period other comprehensive income (loss) 2.4 ( 9.5 ) 13.1

Balance at end of period ( 30.9 ) ( 33.3 ) ( 23.8 )

4 unchanged sentences

Net reclassifications 25.4 30.7 14.3

Net current period other comprehensive income 3.6 19.0 34.5

Net current period other comprehensive (loss) income ( 26.8 ) 3.6 19.0

Balance at end of period 19.5 46.3 42.7

7 unchanged sentences

The expense associated with integration initiatives are included in Selling, General, and Administrative and the expense associated with restructuring activities are included in Restructuring expense in the Consolidated Statements of Comprehensive Income.

Non-cash costs related to debt extinguishment in the financing of the transaction is recorded in Other expense (income), net in the Consolidated Statements of Comprehensive Income.

Knoll Integration

Following the acquisition of Knoll, the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs and integrate and optimize the combined organization.

The Company currently expects that the Knoll Integration will result in pre-tax costs of approximately $ 150 million, comprised of the following categories:

To date, the Company has recorded a total of $ 144.4 million in pre-tax integration expense related to this plan.

No future costs related to this plan are expected.

The integration expenses incurred by the Company included expenses within the following categories:

• Severance and employee benefit costs associated with plans to integrate the Company's operating structure, resulting in workforce reductions.

3 unchanged sentences

• Other integration costs include professional fees and other incremental third-party expenses, including a loss on extinguishment of debt associated with financing of the acquisition.

For the year ended May 31, 2025, the Company incurred $ 28.3 million of costs related to the Knoll Integration which was comprised of $ 25.8 million of exit and disposal costs related to the consolidation of facilities, and $ 2.5 million of other integration costs.

For the year ended June 1, 2024, the Company incurred $ 23.5 million of costs related to the Knoll Integration which was comprised of $ 19.4 million of exit and disposal costs related to the consolidation of facilities, and $ 4.1 million of other integration costs.

2 unchanged sentences

The following table provides an analysis of the changes in liability balance for Knoll Integration costs that qualify as exit and disposal costs under U.S.

GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the fiscal year ended June 1, 2024:

GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the fiscal year ended May 31, 2025:

(In millions) Severance and Employee Benefit Exit and Disposal Activities Total

3 unchanged sentences

Non-cash Costs — ( 19.0 ) ( 19.0 )

June 1, 2024 $ — $ 0.7 $ 0.7

The Company expects that a substantial portion of the liability for the Knoll Integration as of June 1, 2024, will be paid in the first quarter of fiscal year 2025.

May 31, 2025 $ — $ — $ —

The following is a summary of integration expenses by segment for the period indicated:

Twelve Months Ended

(In millions) June 1, 2024 June 3, 2023

Americas Contract $ 18.6 $ 9.7

International Contract & Specialty 4.8 2.5

(In millions) May 31, 2025 June 1, 2024

North America Contract $ 24.8 $ 22.6

International Contract 3.2 0.3

Global Retail 0.3 0.5

3 unchanged sentences

The decision to sell this facility was made as a result of facility integration activities performed in connection with the integration of Knoll.

The carrying amount of these assets held for sale was $ 3.5 million and is classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets as of June 1, 2024.

As of June 1, 2024, the carrying amount of these assets held for sale was $ 3.5 million and classified as current assets within "Assets held for sale" in the Condensed Consolidated Balance Sheets.

Restructuring Activities

During the third quarter of fiscal year 2025, the Company announced an action related to the 2025 restructuring plan ("2025 restructuring plan") to reduce expenses.

This restructuring activity included involuntary reductions in workforces as well as non-cash right of use asset impairment charges.

For the year ended May 31, 2025, the Company incurred $ 14.8 million of restructuring charges related to the 2025 restructuring plan.

During fiscal year 2024, the Company announced an action related to the 2024 restructuring plan ("2024 restructuring plan") to reduce expenses.

1 unchanged sentence

For the year ended June 1, 2024, the Company incurred $ 30.8 million of restructuring charges related to the 2024 restructuring plan.

The restructuring plan was complete in fiscal 2024 and no future costs related to this plan are expected.

The restructuring plan was complete in fiscal 2024 and no future expenses related to this plan are expected.

During fiscal year 2023, the Company announced a series of actions that relate to the 2023 restructuring plan ("2023 restructuring plan") to reduce expenses.

3 unchanged sentences

The following table provides an analysis of the changes in the restructuring cost reserve that qualify as exit and disposal costs under U.S.

GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the 2023 restructuring plan for the fiscal year ended June 1, 2024:

GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the 2025 restructuring plan for the fiscal year ended May 31, 2025:

2025 Restructuring Plan

(In millions) Severance and Employee Related Exit and Disposal Activities Total

2 unchanged sentences

Amounts Paid ( 6.8 ) — ( 6.8 )

June 1, 2024 $ — $ — $ —

Non-cash Costs — ( 1.0 ) ( 1.0 )

May 31, 2025 $ 7.0 $ — $ 7.0

The Company expects that remaining liability for the 2025 restructuring plan as of May 31, 2025, will be paid in fiscal 2026.

The following table provides an analysis of the changes in the restructuring cost reserve that qualify as exit and disposal costs under U.S.

GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the 2024 restructuring plan for the fiscal year ended June 1, 2024:

GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the 2024 restructuring plan for the fiscal year ended May 31, 2025:

2024 Restructuring Plan

(In millions) Severance and Employee Related Exit and Disposal Activities Total

3 unchanged sentences

Non-cash Costs — — —

June 1, 2024 $ 10.0 $ — $ 10.0

The Company expects that remaining liability for the 2024 restructuring plan as of June 1, 2024, will be paid in fiscal 2025.

May 31, 2025 $ 1.0 $ — $ 1.0

The Company expects that remaining liability for the 2024 restructuring plan as of May 31, 2025, will be paid in fiscal 2026.

The following is a summary of restructuring costs by segment for the years indicated:

(In millions) June 1, 2024 June 3, 2023

Americas Contract $ 24.6 $ 22.8

International Contract & Specialty 4.1 1.3

(In millions) May 31, 2025 June 1, 2024

North America Contract $ 9.8 $ 25.3

International Contract 3.3 3.4

Global Retail 1.7 2.1

3 unchanged sentences

The Company entered into long-term notes receivable with certain independently owned dealers that are deemed to be variable interests in variable interest entities.

The carrying value of these long-term notes receivable was $ 17.9 million and $ 6.3 million as of June 1, 2024 and June 3, 2023 respectively and represents the Company’s maximum exposure to loss.

The carrying value of these long-term notes receivable was $ 13.5 million and $ 17.9 million as of May 31, 2025 and June 1, 2024 respectively and represents the Company’s maximum exposure to loss.

The Company is not deemed to be the primary beneficiary for any of these variable interest entities as each dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations.

6 unchanged sentences

Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of June 1, 2024, based on the original framework in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management believes the Company's internal control over financial reporting was effective as of June 1, 2024.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of May 31, 2025, based on the original framework in Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management believes the Company's internal control over financial reporting was effective as of May 31, 2025.

KPMG LLP has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included herein.

8 unchanged sentences

We have audited the accompanying consolidated balance sheets of MillerKnoll, Inc.

and subsidiaries (the Company) as of June 1, 2024 and June 3, 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended June 1, 2024, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of June 1, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 1, 2024 and June 3, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended June 1, 2024, in conformity with U.S.

and subsidiaries (the Company) as of May 31, 2025 and June 1, 2024, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 31, 2025, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of May 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2025 and June 1, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended May 31, 2025, in conformity with U.S.

generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 1, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

23 unchanged sentences

Goodwill impairment assessment

As discussed in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,226.3 million as of June 1, 2024, of which $391.8 million was related to the Global Retail reporting unit.

As discussed in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,152.4 million as of May 31, 2025, of which $402.5 million was related to the Global Retail reporting unit.

During the third quarter of the year ended May 31, 2025, the Company recorded an impairment loss of $30.1 million related to the Global Retail reporting unit.

Goodwill is tested for impairment annually in the fourth quarter of each fiscal year, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has declined below its carrying value.

9 unchanged sentences

Knoll and Muuto tradenames impairment assessment

As discussed in Note 1 to the consolidated financial statements, the indefinite-lived intangible asset balance as of June 1, 2024 was $144.4 million and $80.5 million related to the Knoll and Muuto tradenames, respectfully.

During the fourth quarter of the year ended June 1, 2024, the Company recorded an impairment loss of $8.9 million and $7.9 million related to the Knoll and Muuto tradenames, respectfully.

As discussed in Note 1 to the consolidated financial statements, the indefinite-lived intangible asset balance as of May 31, 2025 was $119.4 million and $70.9 million related to the Knoll and Muuto tradenames, respectively.

During the third quarter of the year ended May 31, 2025, the Company recorded an impairment loss of $37.7 million related to the Knoll and Muuto tradenames.

Indefinite-lived intangible assets are tested for impairment annually in the fourth quarter, or more frequently, when events or changes in circumstances indicate that the fair value of an indefinite-lived intangible asset has declined below its carrying value.

2 unchanged sentences

Subjective and challenging auditor judgment was required to evaluate the selection of forecasted revenue growth rates, discount rates, and royalty rates used to estimate the fair value of the Knoll and Muuto tradenames.

Additionally, the audit effort associated with

the evaluation of the Company’s discount rates and royalty rates required the use of valuation professionals with specialized skills and knowledge.

Additionally, the audit

effort associated with the evaluation of the Company’s discount rates and royalty rates required the use of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

10 unchanged sentences

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 8. Financial Statements and Supplementary Data