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Item 9A. Controls and Procedures

2026-07-20 compared with 2025-07-21 · 47 added, 30 removed, 160 unchanged (32% of the section changed)

1 unchanged sentence

(a) Disclosure Controls and Procedures.

Under the supervision and with the participation of management, the Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2025, and have concluded that as of that date, the Company's disclosure controls and procedures were effective.

Under the supervision and with the participation of management, the Company's Interim Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 30, 2026, and have concluded that as of that date, the Company's disclosure controls and procedures were effective.

(b) Management's Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Independent Registered Public Accounting Firm.

3 unchanged sentences

Item 9B Other Information

During the fourth quarter of fiscal 2025, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S‑K) or non‑Rule 10b5‑1 trading arrangements (as defined in Item 408(c) of Regulation S‑K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.

During the fourth quarter of fiscal 2026, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S‑K) or non‑Rule 10b5‑1 trading arrangements (as defined in Item 408(c) of Regulation S‑K) adopted , modified, or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.

Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

38 unchanged sentences

Management's Report on Internal Control over Financial Reporting 89

Report of Independent Registered Public Accounting Firms 92

Report of Independent Registered Public Accounting Firm 90

Financial Statement Schedule

24 unchanged sentences

3 to Credit Agreement, dated as of April 17, 2025, is incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed April 21, 2025 (Commission File No.

(10.5) Amendment No.

4 to Credit Agreement, dated as of August 7, 2025, by and among MillerKnoll, Inc., certain subsidiaries of MillerKnoll, Inc., Goldman Sachs Bank USA, Wells Fargo Bank, National Association, and the lenders and other parties thereto (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the registrant on August 11, 2025) .

(10.6) Amendment No.

5 to Credit Agreement, dated as of February 10, 2026, by and among MillerKnoll, Inc., certain subsidiaries of MillerKnoll, Inc., Wells Fargo Bank, National Association, and the lenders and other parties thereto (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the registrant on February 11, 2026).

(10.7) Credit and Security Agreement, dated as of September 10, 2025, among MillerKnoll Receivables, LLC, as borrower, MillerKnoll, Inc., as servicer, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed September 12, 2025) .

(10.8) Receivables Sale Agreement, dated as of September 10, 2025, among MillerKnoll Receivables, LLC, as company, MillerKnoll, Inc.

and certain subsidiaries thereof party thereto from time to time, as originators, and MillerKnoll, Inc., as servicer (incorporated by reference to Exhibit 4.2 to the Form 8-K filed September 12, 2025).

(10.9) Performance Undertaking, dated as of September 10, 2025, by MillerKnoll, Inc., as performance guarantor, in favor of Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 4.3 to the Form 8-K filed September 12, 2025).

(10.10) MillerKnoll, Inc.

2024 Amended and Restated Annual Incentive Cash Bonus Plan is incorporated by reference to Exhibit 10.4 of the Registrant’s Form 10-K filed July 30, 2024 (Commission File No.

2025 Long-Term Incentive Plan (incorporated by reference to Appendix B to the proxy statement filed August 29, 2025) .

(10.11) MillerKnoll, Inc.

2023 Long-Term Incentive Plan (as conformed through First Amendment adopted July 16, 2024) is incorporated by reference to Exhibit 10.5 of the Registrant’s Form 10-K filed July 30, 2024 (Commission File No.

2024 Amended and Restated Annual Incentive Cash Bonus Plan is incorporated by reference to Exhibit 10.4 of the Registrant’s Form 10-K filed July 30, 2024 (Commission File No.

(10.12) MillerKnoll, Inc.

22 unchanged sentences

Executive Equalization Retirement Plan is incorporated by reference to Exhibit 10.16 of the Registrant's Form 10-K Report filed July 26, 2023 (Commission File No.

(10.19) Form of Management Continuity Agreement of the Registrant is incorporated by reference to Exhibit 10.16 of the Registrant 's F orm 10-K filed July 30, 2024 (Commission File No.

(10.24) Form of Management Continuity Agreement of the Registrant is incorporated by reference to Exhibit 10.16 of the Registrant's Form 10-K filed July 30, 2024 (Commission File No.

(10.25) Form of Indemnification Agreement between MillerKnoll, Inc.

7 unchanged sentences

and Andrea Owen is incorporated by reference to Exhibit 10.5 of the Registrant's Form 10-Q Report filed January 9, 2019 (Commission File No.

(10.29) Offer Letter Agreement between MillerKnoll, Inc.

and Jeffrey M.

Stutz dated September 2, 2025 , is incorporated by reference to Exhibit 10.

2 of the Registrant's Form 10-Q Report filed January 5, 2026.

(10.30) Offer Letter Agreement between MillerKnoll, Inc.

and Kevin Veltman dated October 15, 2025 , is incorporated by reference to Exhibit 10.

3 of the Registrant's Form 10-Q Report filed January 5, 2026.

(10.31) Letter Agreement between MillerKnoll, Inc.

and Andrea R.

Owen , dated May 31 , 2026 .

(10.32) Offer Letter Agreement between MillerKnoll, Inc.

and Jeffrey M.

Stutz , dated June 1, 2026.

(19) MillerKnoll, Inc.

8 unchanged sentences

(32.2) Certificate of the Chief Financial Officer of MillerKnoll, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

(97) Policy Relating to Recovery of Erroneously Awarded Compensation

(97) MillerKnoll, Inc.

17 unchanged sentences

Accounts receivable allowances — credit memo (2)

0.3 0.1 — 0.4

Allowance for possible losses on notes receivable 1.8 — ( 1.0 ) 0.8

Valuation allowance for deferred tax asset 16.9 ( 2.8 ) ( 0.1 ) 14.0

Year ended June 1, 2024:

Year ended May 31, 2025:

Accounts receivable allowances — uncollectible accounts (1)

1 unchanged sentence

Accounts receivable allowances — credit memo (2)

Allowance for possible losses on notes receivable — — 1.8 1.8

Valuation allowance for deferred tax asset 15.4 1.1 0.4 16.9

3 unchanged sentences

Accounts receivable allowances — credit memo (2)

1.1 ( 0.8 ) — 0.3

Valuation allowance for deferred tax asset 12.7 2.6 0.1 15.4

6 unchanged sentences

MillerKnoll, Inc.

/s/ Jeffrey M.

By Jeffrey M.

Chief Financial Officer (Principal Accounting Officer and Duly Authorized Signatory for Registrant)

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on July 20, 2026 by the following persons on behalf of the Registrant and in the capacities indicated.

Each director whose signature appears below hereby appoints Andrea R.

Owen and Jeffrey M.

Stutz and each of them severally, as his or her attorney-in-fact, to sign in his or her name and on his or her behalf, as a director, and to file with the Securities and Exchange Commission any and all amendments to this Annual Report on Form 10-K.

/s/ Michael A.

Volkema /s/ Lisa A.

(Chairman of the Board) Lisa A.

/s/ Tina Edekar Edmundson /s/ Douglas D.

Tina Edekar Edmundson

(Director) Douglas D.

/s/ Jeanne K.

Gang /s/ John R.

(Director) John R.

/s/ John Maeda /s/ Heidi J.

(Director) Heidi J.

/s/ Andrea R.

Owen /s/ Michael C.

(President, Chief Executive Officer, and Director) Michael C.

Each director whose signature appears below hereby appoints Jeffrey M.

Stutz and Kevin J.

Veltman and each of them severally, as his or her attorney-in-fact, to sign in his or her name and on his or her behalf, as a director, and to file with the Securities and Exchange Commission any and all amendments to this Annual Report on Form 10-K.

Hoke III /s/ Tina Edekar Edmundson

(Chairman of the Board) Tina Edekar Edmundson

/s/ Douglas D.

French /s/ Jeanne K.

(Director) Jeanne K.

Kro /s/ John Maeda

(Director) John Maeda

Manheimer /s/ Michael C.

(Director) Michael C.

/s/ Michael R.

Smith /s/ Jeffrey M.

(Director) Jeffrey M.

Smith /s/ Claire Spofford

(Director) Claire Spofford

/s/ Jeffrey M.

Stutz /s/ Kevin J.

(Interim Chief Executive Officer) Kevin J.

(Chief Financial Officer and Principal Accounting Officer)

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

What changed 10-K

Item 9A. Controls and Procedures