What changed in this filing

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Item 1. Financial Statements

2025-09-29 compared with 2025-03-31 · 295 added, 283 removed, 453 unchanged (56% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Dollars in millions, except share data) Three Months Ended Nine Months Ended

(Unaudited) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

(Dollars in millions, except share data) Three Months Ended

(Unaudited) August 30, 2025 August 31, 2024

Net sales $ 955.7 $ 861.5

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Total operating expenses 314.6 321.1

Operating (loss) earnings ( 82.2 ) 42.8 ( 4.5 ) 143.5

Operating earnings 53.5 15.2

Interest expense 18.4 19.9

Interest and other investment (income) expense ( 1.2 ) ( 1.3 ) ( 4.3 ) ( 4.8 )

Interest and other investment income ( 1.1 ) ( 1.6 )

Other expense (income), net 7.5 ( 1.4 )

(Loss) earnings before income taxes and equity income ( 100.8 ) 27.5 ( 57.6 ) 92.9

Income tax (benefit) expense ( 89.0 ) 4.4 ( 80.3 ) 19.0

Equity income (loss) from nonconsolidated affiliates, net of tax 0.1 — 0.3 ( 0.3 )

Net (loss) earnings ( 11.7 ) 23.1 23.0 73.6

Earnings (loss) before income taxes and equity income 28.7 ( 1.7 )

Income tax expense (benefit) 7.6 ( 1.1 )

Equity earnings from nonconsolidated affiliates, net of tax — 0.1

Net earnings (loss) 21.1 ( 0.5 )

Net earnings attributable to redeemable noncontrolling interests 0.9 0.7

Net (loss) earnings attributable to MillerKnoll, Inc.

Net earnings (loss) attributable to MillerKnoll, Inc.

$ 20.2 $ ( 1.2 )

(Loss) earnings per share - basic $ ( 0.19 ) $ 0.31 $ 0.29 $ 0.98

(Loss) earnings per share - diluted $ ( 0.19 ) $ 0.30 $ 0.29 $ 0.97

Other comprehensive (loss) income, net of tax

Earnings (loss) per share - basic $ 0.29 $ ( 0.02 )

Earnings (loss) per share - diluted $ 0.29 $ ( 0.02 )

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments $ 18.4 $ 15.4

Pension and post-retirement liability adjustments 0.1 0.1

Unrealized (loss) gain on interest rate swap agreement ( 4.4 ) ( 1.1 ) ( 22.1 ) ( 1.2 )

Other comprehensive (loss) income, net of tax $ ( 21.2 ) $ ( 4.5 ) $ ( 56.8 ) $ 6.5

Comprehensive (loss) income ( 32.9 ) 18.6 ( 33.8 ) 80.1

Unrealized loss on interest rate swap agreement ( 5.8 ) ( 21.3 )

Other comprehensive income (loss), net of tax $ 12.7 $ ( 5.8 )

Comprehensive income (loss) 33.8 ( 6.3 )

Comprehensive income attributable to redeemable noncontrolling interests 0.9 0.7

Comprehensive (loss) income attributable to MillerKnoll, Inc.

Comprehensive income (loss) attributable to MillerKnoll, Inc.

$ 32.9 $ ( 7.0 )

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(Dollars in millions, except share data)

(Unaudited) March 1, 2025 June 1, 2024

(Unaudited) August 30, 2025 May 31, 2025

Current Assets:

4 unchanged sentences

Prepaid expenses 76.3 74.6

Assets held for sale — 3.5

Other current assets 15.2 15.8

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Condensed Consolidated Statements of Cash Flows

(Dollars in millions) Nine Months Ended

(Unaudited) March 1, 2025 March 2, 2024

(Dollars in millions) Three Months Ended

(Unaudited) August 30, 2025 August 31, 2024

Cash Flows from Operating Activities:

Net earnings $ 23.0 $ 73.6

Net earnings (loss) $ 21.1 $ ( 0.5 )

Adjustments to reconcile net earnings to net cash provided by operating activities:

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Amortization of deferred financing costs 0.8 1.2

Bad debt expense 4.4 3.1

Loss on sale of equity method investment — 0.4

Operating leases 3.0 ( 7.0 )

Loss on extinguishment of debt 7.8 —

Deferred taxes ( 0.3 ) 0.7

Gain (loss) on sale of property 0.8 ( 0.4 )

Restructuring expense 0.5 —

Impairment expense 130.0 —

(Increase) decrease in current assets ( 146.0 ) 100.0

Increase in current assets ( 1.6 ) ( 20.6 )

Decrease in current liabilities ( 61.4 ) ( 12.8 )

(Decrease) in non-current liabilities ( 0.6 ) ( 2.1 )

Other, net ( 2.2 ) 9.4

1 unchanged sentence

Cash Flows from Investing Activities:

Proceeds from sale of property 6.2 0.6

Advances of notes receivable — ( 2.3 )

Collection of notes receivable 0.6 2.5

Proceeds from the sale of equity method investment — 3.5

Capital expenditures ( 30.7 ) ( 22.6 )

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Repayments of long-term debt ( 603.1 ) ( 9.1 )

Proceeds from issuance of debt, net of costs 544.4 —

Payments of deferred financing costs ( 1.2 ) —

Proceeds from credit facility 341.6 237.7

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Common stock issued 0.9 2.3

Common stock repurchased and retired ( 84.8 ) ( 101.0 )

Distribution to noncontrolling interest ( 4.4 ) ( 2.8 )

Common stock repurchases and payments for taxes related to net share settlement of equity awards ( 7.2 ) ( 43.7 )

Other, net 0.8 0.3

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Effect of Exchange Rate Changes on Cash and Cash Equivalents 3.8 0.8

Net (Decrease) Increase in Cash and Cash Equivalents ( 60.6 ) 0.1

Net Decrease in Cash and Cash Equivalents ( 26.5 ) ( 20.7 )

Cash and Cash Equivalents, Beginning of Period 193.7 230.4

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Condensed Consolidated Statements of Stockholders' Equity

Nine Months Ended March 1, 2025

(Dollars in millions, except share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Deferred Compensation Plan MillerKnoll, Inc.

Three Months Ended August 30, 2025

(Dollars in millions, except share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss MillerKnoll, Inc.

Stockholders' Equity

(Unaudited) Shares Amount

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

Net (loss) — — — ( 1.2 ) — — ( 1.2 )

Other comprehensive income, net of tax — — — — ( 5.8 ) — ( 5.8 )

Stock-based compensation expense — — 9.1 — — — 9.1

Exercise of stock options 71,848 — 1.5 — — — 1.5

Restricted and performance stock units released 393,591 0.1 0.1 — — — 0.2

Employee stock purchase plan issuances 30,002 — 0.8 — — — 0.8

Repurchase and retirement of common stock, including excise tax ( 1,544,733 ) ( 0.3 ) ( 43.7 ) — — — ( 44.0 )

Dividends declared ($ 0.1875 per share)

— — — ( 13.2 ) — — ( 13.2 )

August 31, 2024 69,328,400 $ 13.9 $ 693.1 $ 724.0 $ ( 98.5 ) $ — $ 1,332.5

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

Net earnings — — — 20.2 — 20.2

Other comprehensive income, net of tax — — — — ( 29.8 ) — ( 29.8 )

Stock-based compensation expense — — 8.8 — — — 8.8

Exercise of stock options 21,318 — 0.4 — — — 0.4

Restricted and performance stock units released 6,323 — 0.4 — — — 0.4

Employee stock purchase plan issuances 32,251 — 0.7 — — — 0.7

Repurchase and retirement of common stock, including excise tax ( 955,646 ) ( 0.2 ) ( 23.2 ) — — — ( 23.4 )

Dividends declared ($ 0.1875 per share)

— — — ( 13.0 ) — — ( 13.0 )

Directors' fees 1,773 — 0.1 — — — 0.1

November 30, 2024 68,434,419 $ 13.7 $ 680.3 $ 745.1 $ ( 128.3 ) $ — $ 1,310.8

Net (loss) — — — ( 12.7 ) — — ( 12.7 )

Other comprehensive income, net of tax — — — — ( 21.2 ) — ( 21.2 )

Other comprehensive loss, net of tax — — — — 12.7 12.7

Stock-based compensation expense — — 9.3 — — 9.3

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Employee stock purchase plan issuances 38,231 — 0.7 — — 0.7

Repurchase and retirement of common stock ( 785,650 ) ( 0.2 ) ( 17.9 ) — — — ( 18.1 )

Directors' fees 46,614 — 1.0 — — — 1.0

Repurchase and retirement of common stock and common stock withheld for tax withholdings ( 377,995 ) ( 0.1 ) ( 7.1 ) — — ( 7.2 )

Dividends declared ($ 0.1875 per share)

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Other — — — 0.7 — 0.7

March 1, 2025 67,737,914 $ 13.5 $ 670.5 $ 719.6 $ ( 149.5 ) $ — $ 1,254.1

Nine Months Ended March 2, 2024

(Dollars in millions, except share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Deferred Compensation Plan MillerKnoll, Inc.

August 30, 2025 68,503,628 $ 13.7 $ 682.2 $ 672.9 $ ( 69.3 ) $ 1,299.5

Three Months Ended August 31, 2024

(Dollars in millions, except share data) Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss MillerKnoll, Inc.

Stockholders' Equity

1 unchanged sentence

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

Net earnings — — — 16.7 — — 16.7

Other comprehensive loss, net of tax — — — — 11.6 — 11.6

Stock-based compensation expense ( 983 ) — 6.4 — — — 6.4

Restricted and performance stock units released 332,566 0.1 0.1 — — — 0.2

Employee stock purchase plan issuances 45,107 — 0.9 — — — 0.9

Repurchase and retirement of common stock ( 1,670,135 ) ( 0.3 ) ( 31.7 ) — — — ( 32.0 )

Dividends declared ($ 0.1875 per share)

— — — ( 14.1 ) — — ( 14.1 )

September 2, 2023 74,405,225 $ 14.9 $ 812.2 $ 678.7 $ ( 83.5 ) $ — $ 1,422.3

Net earnings — — — 33.5 — — 33.5

Other comprehensive income, net of tax — — — — ( 0.6 ) — ( 0.6 )

Stock-base compensation expense — — 5.3 — — — 5.3

Exercise of stock options 19,429 — 0.4 — — — 0.4

Restricted and performance stock units released 11,887 — 1.3 — — — 1.3

Employee stock purchase plan issuances 31,669 — — — — — —

Repurchase and retirement of common stock ( 1,390,551 ) ( 0.3 ) ( 27.7 ) — — — ( 28.0 )

Dividends declared ($ 0.1875 per share)

— — — ( 13.7 ) — — ( 13.7 )

Other — — 0.1 — — 0.1

December 2, 2023 73,077,659 $ 14.6 $ 791.5 $ 698.6 $ ( 84.1 ) $ — $ 1,420.6

Net earnings — — — 22.2 — — 22.2

Net (loss) — — — ( 1.2 ) — ( 1.2 )

Other comprehensive income, net of tax — — — — ( 5.8 ) ( 5.8 )

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Employee stock purchase plan issuances 30,002 — 0.8 — — 0.8

Repurchase and retirement of common stock ( 1,533,430 ) ( 0.3 ) ( 40.7 ) — — — ( 41.0 )

Deferred compensation plan — — — — — —

Directors Fees 31,379 — 0.8 — — — 0.8

Repurchase and retirement of common stock and common stock withheld for tax withholdings ( 1,544,733 ) ( 0.3 ) ( 43.7 ) — — ( 44.0 )

Dividends declared ($ 0.1875 per share)

— — — ( 13.2 ) — ( 13.2 )

Other — — 0.1 — — 0.1

March 2, 2024 71,736,286 $ 14.3 $ 758.1 $ 707.1 $ ( 88.6 ) $ — $ 1,390.9

August 31, 2024 69,328,400 $ 13.9 $ 693.1 $ 724.0 $ ( 98.5 ) $ 1,332.5

See accompanying notes to Condensed Consolidated Financial Statements.

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MillerKnoll, Inc.

(the "Company") researches, designs, manufactures, sells, and distributes interior furnishings for use in various environments including residential, office, healthcare, and educational settings and provides related services that support organizations and individuals all over the world.

(the "Company") researches, designs, manufactures and distributes interior furnishings for use in various environments including residential, office, healthcare, and educational settings and provides related services that support organizations and individuals all over the world.

The Company's products are sold primarily through the following channels:

independent contract office furniture dealers, direct customer sales, owned and independent retailers, and the Company's eCommerce platforms.

MillerKnoll is a collective of dynamic brands that comes together to design the world we live in.

A global leader in design, MillerKnoll includes Herman Miller® and Knoll®, as well as Colebrook Bosson Saunders®, DatesWeiser®, Design Within Reach®, Edelman®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®|FilzFelt®.

MillerKnoll represents over 100 years of design research and exploration in service of humanity.

MillerKnoll generates insights, pioneers innovations, and champions ideas that empower our brands and our people to realize their ambitions.

The Company is united by a belief in design as a tool to create positive impact and shape a more sustainable, caring, and beautiful future for all people and the planet.

independent contract furniture dealers, direct customer sales, owned and independent retailers, direct-mail catalogs, and the Company's eCommerce platforms.

MillerKnoll is a collective of globally recognized design brands known for working with some of the most well-known and respected designers in the world.

Combined, the Company represents over 100 years of design research and exploration in service of humanity.

Within the industries in which the Company operates, Herman Miller® and Knoll®, along with Colebrook Bosson Saunders, DatesWeiser, Design Within Reach®, Edelman®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®|FilzFelt® are acknowledged as leading brands that inspire architects and designers to create their best design solutions.

This portfolio has enabled MillerKnoll to connect with new audiences, channels, geographies, and product categories.

Leveraging the collective brand equity of MillerKnoll across the lines of business is an important element of the Company's business strategy.

Basis of Presentation

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Unless otherwise noted or indicated by the context, all references to "MillerKnoll," "we," "our," "Company" and similar references are to MillerKnoll, Inc., its predecessors, and controlled subsidiaries.

The accompanying unaudited Condensed Consolidated Financial Statements, taken as a whole, contain all adjustments that are of a normal recurring nature necessary to present fairly the financial position of the Company as of March 1, 2025.

Operating results for the three and nine months ended March 1, 2025, are not necessarily indicative of the results that may be expected for the year ending May 31, 2025 ("fiscal 2025").

These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 1, 2024 ("fiscal 2024").

Operating results for the three months ended August 30, 2025, are not necessarily indicative of the results that may be expected for the year ending May 30, 2026 ("fiscal 2026").

All intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements.

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The Company's fiscal year is the 52 or 53 week period ending on the Saturday closest to May 31.

The fiscal year ending May 31, 2025 ("fiscal 2025") and the fiscal year ended June 1, 2024 ("fiscal 2024") both contain 52 weeks.

Segment Reorganization

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

The Company has recast historical results to reflect this change.

• The activities related to the Maharam, Spinneybeck|FilzFelt, Knoll Textiles, and Edelman brands, which were previously reported within the International Contract & Specialty segment, have been moved to the North America Contract segment.

• The activities related to the Holly Hunt brand, which were previously reported within the International Contract & Specialty segment, have been moved to the Global Retail segment.

• The activities related to Latin America Contract, which were previously reported within the Americas Contract segment, have been moved to the International Contract segment.

Below is a description of each reportable segment.

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 in Europe, the Middle East, Africa, Asia-Pacific, and Latin America.

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, along with the global operations of the Holly Hunt brand.

The fiscal year ending May 30, 2026 ("fiscal 2026") and the fiscal year ended May 31, 2025 ("fiscal 2025") both contain 52 weeks.

Cash and Cash Equivalents

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

(In millions) March 1, 2025 June 1, 2024

(In millions) August 30, 2025 May 31, 2025

Gross cash position $ 124.1 $ 99.4

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The Company evaluates all Accounting Standards Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") for consideration of their applicability to our consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

Recently Adopted Accounting Standards

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

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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.

The ASU becomes effective for the Company beginning with its annual period ending May 31, 2025, and interim periods beginning with the first quarter of fiscal 2026.

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.

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 beginning in fiscal 2025 and our interim disclosures beginning in fiscal 2026 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):

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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 is currently reviewing the provisions of the amendments in this update and evaluating their impact on the Company’s consolidated financial statements.

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 other 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.

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Disaggregated Revenue

Revenue disaggregated by contract type is provided in the table below:

Three Months Ended Nine Months Ended

(In millions) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

Single performance obligation

Product revenue $ 812.7 $ 809.9 $ 2,506.0 $ 2,526.7

Multiple performance obligations

Product revenue 59.3 58.3 191.8 201.9

Service revenue 0.7 1.4 2.9 3.4

Other 3.5 2.7 7.4 7.5

Total $ 876.2 $ 872.3 $ 2,708.1 $ 2,739.5

The Company internally reports and evaluates products based on the categories Workplace, Performance Seating, Lifestyle, and Other.

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Revenue disaggregated by product type and reportable segment is provided in the table below:

Three Months Ended Nine Months Ended

(In millions) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

North America Contract:

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Total $ 955.7 $ 861.5

MillerKnoll, Inc.:

Workplace $ 373.6 $ 316.6

Performance Seating 222.1 205.2

Lifestyle 304.1 286.7

Other 55.9 53.0

Total MillerKnoll, Inc.

$ 955.7 $ 861.5

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

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

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.

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

United States $ 694.4 $ 618.2

International 261.3 243.3

Total $ 955.7 $ 861.5

Contract Balances

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These payments represent contract liabilities and are included within the caption “Customer deposits” in the Condensed Consolidated Balance Sheets.

During the three and nine months ended March 1, 2025, the Company recognized Net sales of $ 3.9 million and $ 85.5 million, respectively, related to customer deposits that were included in the balance sheet as of June 1, 2024.

During the three and nine months ended March 2, 2024, the Company recognized Net sales of $ 4.0 million and $ 75.9 million respectively, related to customer deposits that were included in the balance sheet as of June 3, 2023.

(In millions) March 1, 2025 June 1, 2024

During the three months ended August 30, 2025, and August 31, 2024, the Company recognized net sales of $ 64.6 million and $ 72.8 million, respectively, related to customer deposits that were included in the balance sheet as of May 31, 2025, and June 1, 2024.

(In millions) August 30, 2025 May 31, 2025

Finished goods and work in process $ 346.7 $ 329.5

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International Contract Global Retail (2)

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

Impairment charges — — ( 92.3 ) ( 92.3 )

Balance at May 31, 2025

$ 590.8 $ 159.1 $ 402.5 $ 1,152.4

Foreign currency translation adjustments 3.2 2.0 4.3 9.5

Balance at March 1, 2025

Balance at August 30, 2025

$ 594.0 $ 161.1 $ 406.8 $ 1,161.9

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

(2) Global Retail segment had accumulated goodwill impairments of $ 181.1 million and $ 88.8 million as of March 1, 2025, and June 1, 2024 respectively.

(1) North America Contract segment had accumulated goodwill impairments of $ 36.7 million as of August 30, 2025, and May 31, 2025.

(2) Global Retail segment had accumulated goodwill impairments of $ 181.1 million as of August 30, 2025, and May 31, 2025.

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

(In millions) Indefinite-lived Intangible Assets

June 1, 2024 $ 465.5

Impairment charges ( 37.7 )

May 31, 2025 $ 432.5

Foreign currency translation adjustments 3.2

March 1, 2025 $ 422.6

August 30, 2025 $ 435.7

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.

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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.

Accordingly, we performed a quantitative valuation of each reporting unit during the third quarter of fiscal year 2025.

During the first quarter of fiscal year 2026 there was no impairment triggering event identified.

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.

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During the third quarter of fiscal year 2025, in conjunction with the goodwill impairment triggering event discussed above, the Company assessed its indefinite-lived trade names for indicators of impairment.

As a result, the Company recognized $ 37.7 million in non-cash impairment charges related to the Knoll and Muuto trade names.

As a result, the Company recognized $ 37.7 million in non-cash impairment charges related to the Knoll and Muuto trade names during the third quarter of fiscal year 2025.

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

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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.

Employee Benefit Plans

One of the Company's wholly owned foreign subsidiaries has a defined-benefit pension plan based upon an average final pay benefit calculation.

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

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.

In the second quarter of fiscal 2025, the Company completed the termination of the 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 nine months ended March 1, 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.

The following table summarizes the components of net periodic benefit cost for the Company's defined benefit pension plans:

Pension Benefits

Three Months Ended March 1, 2025 Three Months Ended March 2, 2024

(In millions) Domestic International Domestic International

Interest cost $ — $ 1.0 $ 1.5 $ 1.0

Expected return on plan assets (1)

— ( 1.3 ) ( 2.3 ) ( 1.2 )

Expected administrative expenses — — 0.2 —

Net amortization loss — 0.2 — —

Net periodic benefit (income) cost $ — $ ( 0.1 ) $ ( 0.6 ) $ ( 0.2 )

Nine Months Ended March 1, 2025 Nine Months Ended March 2, 2024

(In millions) Domestic International Domestic International

Service cost $ 0.9 $ — $ — $ —

Interest cost 2.7 3.1 4.5 3.0

Expected return on plan assets (1)

( 2.0 ) ( 4.1 ) ( 6.9 ) ( 3.7 )

Expected administrative expenses — — 0.6 —

Net amortization loss — 0.5 — —

Pension plan termination gain ( 1.5 ) — — —

Net periodic benefit cost (income) $ 0.1 $ ( 0.5 ) $ ( 1.8 ) $ ( 0.7 )

(1) The weighted-average expected long-term rate of return on plan assets is 4.8 %.

All of the amounts in the tables above for pension benefit cost (income), other than Service cost, were included in Other (income) expense, net within our Condensed Consolidated Statements of Comprehensive Income.

Management has not identified any events or changes in circumstances that may indicate an indefinite-lived intangible is more likely than not to be impaired as of the first quarter of fiscal year 2026.

Earnings Per Share

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The table below presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share attributable to MillerKnoll, Inc.:

Three Months Ended Nine Months Ended

March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

Numerator for both basic and diluted EPS, Net (loss) earnings attributable to MillerKnoll, Inc.

Three Months Ended

August 30, 2025 August 31, 2024

Numerator for both basic and diluted EPS, Net earnings (loss) attributable to MillerKnoll, Inc.

- in millions $ 20.2 $ ( 1.2 )

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Weighted-average common shares outstanding - diluted 69,194,506 70,206,373

Earnings per share attributable to MillerKnoll, Inc.

Earnings (loss) per share attributable to MillerKnoll, Inc.

- basic $ 0.29 $ ( 0.02 )

Earnings per share attributable to MillerKnoll, Inc.

Earnings (loss) per share attributable to MillerKnoll, Inc.

- diluted $ 0.29 $ ( 0.02 )

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Stock-Based Compensation

The following table summarizes the stock-based compensation expense and related income tax effect for the three and nine months ended:

Three Months Ended Nine Months Ended

(In millions) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

The following table summarizes the stock-based compensation expense and related income tax effect for the three months ended:

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

Stock-based compensation expense $ 9.3 $ 9.1

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Stock-based awards are considered fully vested for expense attribution purposes when the employee's retention of the award is no longer contingent on providing subsequent service.

The Company's process for determining the provision for income taxes for the three and nine months ended March 1, 2025, involved using an estimated annual effective tax rate which was based on expected annual income and statutory tax rates across the various jurisdictions in which it operates.

The effective tax rates were 88.3 % and 16.0 %, respectively, for the three month periods ended March 1, 2025, and March 2, 2024.

The year over year change in the effective tax rate for the three months ended March 1, 2025, resulted primarily from the current quarter having impacts of the estimated annual effective tax rate on the pre-tax loss driven by the impairment of indefinite-lived intangible assets and the prior year quarter having no comparable impacts.

For the three months ended March 1, 2025, the effective tax rate is higher than the United States federal statutory rate due to the current quarter having impacts of the estimated annual effective tax rate on the pre-tax loss driven by the impairment of indefinite-lived intangible assets.

For the three months ended March 2, 2024, the effective tax rate was lower than the United States federal statutory rate due to favorable discrete impacts from return to provision true-ups related to the United States research and development tax credit.

The effective tax rates were 139.5 % and 20.5 %, respectively, for the nine months ended March 1, 2025, and March 2, 2024.

The year over year increase in the effective rate for the nine months ended March 1, 2025, resulted primarily from the current nine months having impacts of the estimated annual effective tax rate on the pre-tax loss driven by the impairment of indefinite-lived intangible assets and the prior year quarter having no comparable impacts.

For the nine months ended March 1, 2025, the effective tax rate is higher than the United States federal statutory rate due to having impacts of the estimated annual effective tax rate on the pre-tax loss driven by the impairment of indefinite-lived intangible assets.

For the nine months ended March 2, 2024, the effective tax rate is slightly lower than the United States federal statutory rate due to favorable discrete impacts from return to provision true-ups related to the United States research and development tax credit.

Stock-based compensation expense is recorded within Selling, general and administrative expenses on the Condensed Consolidated Statements of Comprehensive Income (Loss).

The Company's process for determining the provision for income taxes for the three months ended August 30, 2025, involved using an estimated annual effective tax rate which was based on expected annual income and statutory tax rates across the various jurisdictions in which it operates.

The effective tax rates were 26.5 % and 66.2 %, respectively, for the three month periods ended August 30, 2025, and August 31, 2024.

The year over year change in the effective tax rate for the three months ended August 30, 2025, resulted from the current quarter reflecting pre-tax income along with having unfavorable discrete impacts from the vesting of stock compensation.

The effective tax rate in the prior year quarter reflects the impact of pre-tax loss along with having favorable discrete impacts from stock compensation and return to provision true-ups related to the United States research and development tax credit.

For the three months ended August 30, 2025, the effective tax rate is higher than the United States federal statutory rate due to unfavorable discrete impacts from the vesting of stock compensation.

For the three months ended August 31, 2024, the effective tax rate was higher than the United States federal statutory rate due to reflecting pre-tax loss along with favorable discrete impacts from the vesting of stock compensation and return to provision true-ups related to the United States research and development tax credit.

The Company recognizes interest and penalties related to uncertain tax benefits through Income tax expense in its Condensed Consolidated Statements of Comprehensive Income.

Interest and penalties recognized in the Company's Condensed Consolidated Statements of Comprehensive Income were negligible for the three and nine months ended March 1, 2025, and March 2, 2024.

Interest and penalties recognized in the Company's Condensed Consolidated Statements of Comprehensive Income were negligible for the three months ended August 30, 2025, and August 31, 2024.

The Company's recorded liability for potential interest and penalties related to uncertain tax benefits was:

(In millions) March 1, 2025 June 1, 2024

(In millions) August 30, 2025 May 31, 2025

Liability for interest and penalties $ 0.7 $ 0.6

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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) March 1, 2025 June 1, 2024

(In millions) August 30, 2025 May 31, 2025

Carrying value $ 1,352.7 $ 1,337.0

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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").

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.

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

Foreign currency exchange contracts — The Company's foreign currency exchange contracts are valued using an approach based on foreign currency exchange rates obtained from active markets.

1 unchanged sentence

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 March 1, 2025, and June 1, 2024.

(In millions) March 1, 2025 June 1, 2024

Financial Assets NAV Quoted prices with other observable inputs (Level 2) NAV Quoted prices with other observable inputs (Level 2)

(In millions) August 30, 2025 May 31, 2025

Financial Assets NAV Quoted prices in active markets (Level 1) Quoted prices with other observable inputs (Level 2) NAV Quoted prices in active markets (Level 1) Quoted prices with other observable inputs (Level 2)

Cash equivalents:

Money market funds $ 2.2 $ — $ — $ 10.8 $ — $ —

Other current assets:

Foreign currency forward contracts — — 1.0 — — 0.8

Other noncurrent assets:

Deferred compensation plan — 24.5 — — 22.0 —

1 unchanged sentence

Financial Liabilities

Other accrued liabilities:

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

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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 March 1, 2025, and June 1, 2024.

(In millions) March 1, 2025 June 1, 2024

(In millions) August 30, 2025 May 31, 2025

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

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Total $ 3.3 $ 2.0

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 expense (income), net.

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

Accordingly, the investments are recorded within Current Assets within the Consolidated Balance Sheets.

Derivative Instruments and Hedging Activities

Foreign Currency Forward Contracts

The Company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to reduce the risks associated with the effects of certain foreign currency exposures.

The Company transacts business in various foreign currencies and has established a program that primarily utilizes foreign currency forward contracts to offset the risks associated with the effects of certain foreign currency exposures.

Under this program, the Company's strategy is to have increases or decreases in our foreign currency exposures offset by gains or losses on the foreign currency forward contracts to mitigate the risks and volatility associated with foreign currency transaction gains or losses.

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Accordingly, we record the fair value of these contracts as of the end of the reporting period in the Consolidated Balance Sheets with changes in fair value recorded within the Consolidated Statements of Comprehensive Income.

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

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

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

The interest rate swaps were designated as cash flow hedges at inception and the facts and circumstances of the hedged relationships remain consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of March 1, 2025.

In September 2016, the Company entered into an interest rate swap agreement.

The interest rate swap is for an aggregate notional amount of $ 150.0 million with a forward start date of January 3, 2018, and a termination date of January 3, 2028.

As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on the Company’s revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 1.949 % 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 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.

The interest rate swap is for an aggregate notional amount of $ 75.0 million with a forward start date of January 3, 2018 and a termination date of January 3, 2028.

As a result of the transaction, the Company effectively converted the interest rate on indebtedness anticipated to be borrowed on the Company’s revolving line of credit up to the notional amount from a LIBOR-based floating interest rate plus applicable margin to a 2.387 % fixed interest rate plus applicable margin as of the forward start date.

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.

The interest rate swap is for an aggregate notional amount of $ 575.0 million with a forward start date of January 31, 2022, and a maturity date of January 29, 2027.

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 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.

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.

2 unchanged sentences

The impact of derivative instruments on our Condensed Consolidated Statements of Cash Flows is included in Net cash provided by operating activities.

(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 %

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, as amended.

(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 %

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.

The following table summarizes the effects of the interest rate swap agreements for the three and nine months ended:

Three Months Ended Nine Months Ended

(In millions) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

The following table summarizes the effects of the interest rate swap agreements for the three months ended:

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

(Loss) gain recognized in Other comprehensive loss (income) (effective portion) $ ( 5.8 ) $ ( 21.3 )

Gain reclassified from Accumulated other comprehensive loss into earnings $ 5.4 $ 7.8

There were no gains or losses recognized in earnings for hedge ineffectiveness for the three and nine month periods ended March 1, 2025, and March 2, 2024.

There were no gains or losses recognized in earnings for hedge ineffectiveness for the three month periods ended August 30, 2025, and August 31, 2024.

The amount of gain expected to be reclassified from Accumulated other comprehensive income into earnings during the next twelve months is $ 15.6 million, net of tax is $ 11.7 million.

Redeemable Noncontrolling Interests

Changes in the Company's redeemable noncontrolling interest in HAY for the nine months ended March 1, 2025, and March 2, 2024, are as follows:

(In millions) March 1, 2025 March 2, 2024

Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended August 30, 2025, and August 31, 2024, are as follows:

(In millions) August 30, 2025 August 31, 2024

Beginning Balance $ 59.3 $ 73.9

Net income attributable to redeemable noncontrolling interests 0.9 0.7

Dividend attributable to redeemable noncontrolling interests ( 4.3 ) ( 2.8 )

Cumulative translation adjustments attributable to redeemable noncontrolling interests 1.0 0.6

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

Three Months Ended Nine Months Ended

(In millions) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

Accrual Balance — beginning $ 69.7 $ 70.4

7 unchanged sentences

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

As of March 1, 2025, the Company had a maximum financial exposure related to performance bonds totaling approximately $ 8.9 million.

As of August 30, 2025, the Company had a maximum financial exposure related to performance bonds totaling approximately $ 11.7 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 has been recorded in respect to these bonds as of either March 1, 2025, or June 1, 2024.

Accordingly, no liability has been recorded in respect to these bonds as of either August 30, 2025, or May 31, 2025.

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 March 1, 2025, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 12.6 million, all of which is considered usage against the Company's revolving line of credit.

As of August 30, 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 with respect to these arrangements as of March 1, 2025, or June 1, 2024.

Accordingly, no liability has been recorded with respect to these arrangements as of August 30, 2025, or May 31, 2025.

Contingencies

2 unchanged sentences

Short-Term Borrowings and Long-Term Debt

Short-term borrowings and long-term debt as of March 1, 2025, and June 1, 2024, consisted of the following:

(In millions) March 1, 2025 June 1, 2024

Syndicated revolving line of credit, due July 2026 $ 414.0 $ 390.0

Term Loan A, 6.1883 %, due July 2026

Term Loan B, 6.4383 %, due July 2028

Short-term borrowings and long-term debt as of August 30, 2025, and May 31, 2025, consisted of the following:

(In millions) August 30, 2025 May 31, 2025

Syndicated revolving line of credit, due April 2030 $ 399.7 $ 330.8

Term Loan A, 6.0660 %, due April 2030

Term Loan B, 6.5660 %, due August 2032

Supplier financing program 1.9 2.0

4 unchanged sentences

Long-term debt $ 1,327.5 $ 1,310.6

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 rate 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 term 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, 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 rate 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.

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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 the nine months ended March 1, 2025, the Company made total principal payments on term loans "A" and "B" in the amounts of $ 25.0 million and $ 4.7 million, respectively.

During the nine months ended March 2, 2024, the Company made total principal payments on term loans "A" and "B" in the amounts of $ 17.5 million and $ 4.7 million, respectively.

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.

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

Amended terms for Term Loan B include extending the maturity to August 2032, a new amortization schedule of required quarterly principal payments for Term Loan B, and the elimination of the credit spread adjustment for Term Loan B that was added to accommodate the LIBOR to SOFR benchmark transition.

The Company reduced the amount borrowed on Term Loan B to $ 550.0 million.

This amendment was accounted for as a debt extinguishment, and the remaining unamortized debt issuance costs of $ 7.8 million from the original Term Loan B issuance were written off as an expense during the quarter and recorded within Other expense (income), net on the Condensed Consolidated Statements of Comprehensive Income (Loss).

During the three months ended August 30, 2025, the Company made total principal payments on Term Loan B in the amount of $ 1.6 million.

During the three months ended August 31, 2024, the Company made total principal payments on Term Loan A and B in the amounts of $ 7.5 million and $ 1.6 million, respectively.

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

(In millions) March 1, 2025 June 1, 2024

(In millions) August 30, 2025 May 31, 2025

Syndicated revolving line of credit borrowing capacity $ 725.0 $ 725.0

3 unchanged sentences

$ 313.3 $ 382.2

Subsequent to the end of first quarter of fiscal year 2026, the Company entered into a three-year accounts receivable securitization facility in the aggregate amount of up to $ 90.0 million.

The proceeds from the facility will be used for general working capital purposes.

Supplier Financing Program

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The Company has lengthened the payment terms for certain suppliers that have chosen to participate in the program.

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 Condensed Consolidated Balance Sheets as the amounts have been accounted for by the Company as current debt, within “Short-term borrowings and current portion of long-term debt.” As of March 1, 2025, and June 1, 2024, the liability related to the supplier financing program was $ 1.9 million and $ 2.0 million, respectively.

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 Condensed Consolidated Balance Sheets as the amounts have been accounted for by the Company as current debt, within “Short-term borrowings and current portion of long-term debt.” As of August 30, 2025, and May 31, 2025, the liability related to the supplier financing program was $ 1.9 million and $ 2.0 million, respectively.

Accumulated Other Comprehensive Loss

The following table provides an analysis of the changes in accumulated other comprehensive loss for the nine months ended March 1, 2025, and March 2, 2024:

The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended August 30, 2025, and August 31, 2024:

(In millions) Cumulative Translation Adjustments Pension and Other Post-retirement Benefit Plans Interest Rate Swap Agreement Accumulated Other Comprehensive Loss

Balance at June 1, 2024 $ ( 105.7 ) $ ( 33.3 ) $ 46.3 $ ( 92.7 )

Other comprehensive (loss) income, net of tax before reclassifications ( 37.6 ) — ( 42.2 ) ( 79.8 )

Balance at May 31, 2025 $ ( 70.6 ) $ ( 30.9 ) $ 19.5 $ ( 82.0 )

Other comprehensive income (loss), net of tax before reclassifications 18.4 — ( 11.2 ) 7.2

Reclassification from accumulated other comprehensive loss - Other, net — 0.1 5.4 5.5

Tax benefit — ( 1.0 ) — ( 1.0 )

Net reclassifications — 2.9 20.1 23.0

Net current period other comprehensive (loss) income ( 37.6 ) 2.9 ( 22.1 ) ( 56.8 )

Balance at March 1, 2025 $ ( 143.3 ) $ ( 30.4 ) $ 24.2 $ ( 149.5 )

Net current period other comprehensive income (loss) 18.4 0.1 ( 5.8 ) 12.7

Balance at August 30, 2025 $ ( 52.2 ) $ ( 30.8 ) $ 13.7 $ ( 69.3 )

Balance at June 1, 2024 $ ( 105.7 ) $ ( 33.3 ) $ 46.3 $ ( 92.7 )

1 unchanged sentence

Reclassification from accumulated other comprehensive loss - Other, net — 0.1 7.8 7.9

Tax benefit — — — —

Net reclassifications — ( 0.2 ) 23.0 22.8

Net current period other comprehensive income (loss) 15.4 0.1 ( 21.3 ) ( 5.8 )

Balance at March 2, 2024 $ ( 106.1 ) $ ( 24.0 ) $ 41.5 $ ( 88.6 )

Balance at August 31, 2024 $ ( 90.3 ) $ ( 33.2 ) $ 25.0 $ ( 98.5 )

Operating Segments

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.

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 directly or indirectly through an independent dealership network 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 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, 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.

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.

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

Three Months Ended Nine Months Ended

(In millions) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

North America Contract $ 533.9 $ 476.2

2 unchanged sentences

Total $ 955.7 $ 861.5

Operating Earnings (Loss):

Refer to Note 3 of the Consolidated Financial Statements for further disaggregation of revenue by operating segment.

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

Adjusted cost of sales (1) :

North America Contract $ 337.9 $ 304.0

1 unchanged sentence

Global Retail 141.4 128.2

Total reportable segments $ ( 67.5 ) $ 55.1 $ 43.4 $ 183.7

Total $ 587.6 $ 524.7

(1) Adjusted cost of sales is defined as cost of sales excluding, when they occur, the impacts of restructuring charges and integration charges.

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

Adjusted operating expenses (1) :

North America Contract $ 134.9 $ 127.3

International Contract 44.9 40.6

Global Retail 109.9 103.3

Total reportable segment adjusted operating expenses 289.7 271.2

Corporate 18.3 15.7

Total $ 308.0 $ 286.9

(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 and impairment charges.

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

Adjusted operating earnings:

North America Contract $ 61.1 $ 44.9

International Contract 14.3 13.3

Global Retail 3.0 7.4

Total segment adjusted operating earnings $ 78.4 $ 65.6

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

Reconciliation to net earnings:

Total segment adjusted operating earnings $ 78.4 $ 65.6

Corporate adjusted operating loss ( 18.3 ) ( 15.7 )

Total consolidated adjusted operating earnings 60.1 49.9

Net earnings attributable to redeemable noncontrolling interests 0.9 0.7

Net earnings (loss) from:

Equity earnings from nonconsolidated affiliates, net of tax — 0.1

Income tax expense (benefit) 7.6 ( 1.1 )

Other expense (income), net 7.5 ( 1.4 )

Interest and other investment (income) ( 1.1 ) ( 1.6 )

Interest expense 18.4 19.9

Restructuring charges 0.5 —

Integration charges — 28.3

Amortization of Knoll purchased intangibles 6.1 5.9

Knoll pension plan termination charges — 0.5

Net earnings (loss) attributable to MillerKnoll, Inc.

$ 20.2 $ ( 1.2 )

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

Depreciation and amortization:

North America Contract $ 20.8 $ 20.6

International Contract 5.9 6.7

Global Retail 8.7 7.3

Total $ 35.4 $ 34.6

Capital expenditures:

North America Contract $ 15.8 $ 10.6

International Contract 4.5 7.7

Global Retail 10.4 4.3

Total $ 30.7 $ 22.6

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

17 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 Knoll acquisition.

For the three months ended March 1, 2025, there were no costs incurred related to the Knoll Integration.

For the three months ended March 2, 2024, we incurred $ 7.6 million of costs related to the Knoll Integration which was comprised of $ 6.6 million of exit and disposal costs related to the consolidation of facilities and $ 1.0 million of other integration costs.

For the nine months ended March 1, 2025, we 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 nine months ended March 2, 2024, we incurred $ 18.4 million of costs related to the Knoll Integration which was comprised of $ 15.3 million of exit and disposal costs related to the consolidation of facilities and $ 3.1 million of other integration costs.

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 nine months ended March 1, 2025:

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

June 1, 2024 $ — $ 0.7 $ 0.7

Integration Costs — 25.8 25.8

Amounts Paid — ( 7.1 ) ( 7.1 )

Non-cash costs — ( 19.0 ) ( 19.0 )

March 1, 2025 $ — $ 0.4 $ 0.4

The Company expects that the remaining liability for the Knoll Integration as of March 1, 2025, will be paid in the balance of fiscal year 2025.

For the three months ended August 30, 2025, there were no costs incurred related to the Knoll Integration.

For the three months ended August 31, 2024, we incurred $ 28.3 million of costs related to the Knoll Integration which was comprised of $ 25.8 million of long-lived asset impairment costs and other costs related to the consolidation of facilities as well as $ 2.5 million of other integration costs.

No liability balance remains as of August 30, 2025 for Knoll Integration costs that qualify as exit and disposal costs under U.S.

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

Three Months Ended Nine Months Ended

(In millions) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

North America Contract $ — $ 24.8

3 unchanged sentences

Total $ — $ 28.3

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.

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.

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.

During the three and nine months ended March 1, 2025, the Company incurred $ 4.2 million of restructuring charges related to the 2025 restructuring plan.

During the first quarter of fiscal year 2026, the Company announced an action related to the 2026 restructuring plan ("2026 restructuring plan") to reduce expenses.

This restructuring activity included expenses related to a facilities consolidation plan, comprised primarily of accelerated depreciation of fixed assets.

During the three months ended August 30, 2025, the Company incurred $ 0.5 million of restructuring charges related to the 2026 restructuring plan.

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

This restructuring activity included involuntary reductions in workforce 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.

The restructuring plan was complete in fiscal 2025 and no future costs related to this plan are expected.

During fiscal year 2024, the Company announced an action related to the 2024 restructuring plan ("2024 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 2024 restructuring plan for the nine months ended March 1, 2025:

Severance and Employee Related

(In millions) 2025 Restructuring Plan 2024 Restructuring Plan Total

June 1, 2024 $ — $ 10.0 $ 10.0

GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the 2026 restructuring plan for the three months ended August 30, 2025:

2026 Restructuring Plan

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

May 31, 2025 $ — $ — $ —

Restructuring Costs — 0.5 0.5

Amounts Paid — — —

March 1, 2025 $ 3.7 $ 2.1 $ 5.8

The Company expects that remaining liability for the 2024 restructuring plan as of March 1, 2025, will be paid in fiscal year 2025.

The Company expects that remaining liability for the 2025 restructuring plan as of March 1, 2025, will be paid in fiscal year 2025 and fiscal 2026.

Non-Cash Costs — ( 0.5 ) ( 0.5 )

August 30, 2025 $ — $ — $ —

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 2025 restructuring plan for the three months ended August 30, 2025:

2025 Restructuring Plan

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

May 31, 2025 $ 7.0 $ — $ 7.0

Restructuring Costs — — —

Amounts Paid ( 4.9 ) — ( 4.9 )

Non-Cash Costs — — —

August 30, 2025 $ 2.1 $ — $ 2.1

The Company expects that remaining liability for the 2025 restructuring plan as of August 30, 2025, will be paid in fiscal year 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 three months ended August 30, 2025:

2024 Restructuring Plan

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

May 31, 2025 $ 1.0 $ — $ 1.0

Restructuring Costs — — —

Amounts Paid ( 0.4 ) — ( 0.4 )

Non-Cash Costs — — —

August 30, 2025 $ 0.6 $ — $ 0.6

The Company expects that remaining liability for the 2024 restructuring plan as of August 30, 2025, will be paid in fiscal year 2026.

The following is a summary of restructuring costs by segment for the periods indicated:

Three Months Ended Nine Months Ended

(In millions) March 1, 2025 March 2, 2024 March 1, 2025 March 2, 2024

Three Months Ended

(In millions) August 30, 2025 August 31, 2024

North America Contract $ 0.5 $ —

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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 $ 14.1 million and $ 17.9 million as of March 1, 2025, and June 1, 2024, respectively, and represents the Company’s maximum exposure to loss.

The carrying value of these notes receivable was $ 12.9 million and $ 13.5 million as of August 30, 2025, and May 31, 2025, 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 independently owned dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations.

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-Q

Item 1. Financial Statements