What changed in this filing

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Item 1. Financial Statements

2026-09-28 compared with 2026-03-30 · 177 added, 417 removed, 468 unchanged (56% of the section changed)

4 unchanged sentences

Three Months Ended

Nine Months Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Cost of sales

1 unchanged sentence

Selling, general and administrative

Impairment charges

Restructuring expense

1 unchanged sentence

Total operating expenses

Operating earnings (loss)

Operating earnings

Interest expense

Interest and other investment income

Other expense (income), net

Earnings (loss) before income taxes and equity income

Income tax expense (benefit)

Equity earnings from nonconsolidated affiliates, net of tax

Net earnings (loss)

Other expense, net

Earnings before income taxes

Income tax expense

Net earnings attributable to redeemable noncontrolling interests

Net earnings (loss) attributable to MillerKnoll, Inc.

Earnings (loss) per share - basic

Earnings (loss) per share - diluted

Other comprehensive income (loss), net of tax

Net earnings attributable to MillerKnoll, Inc.

Earnings per share - basic

Earnings per share - diluted

Other comprehensive (loss) income, net of tax

Foreign currency translation adjustments

Pension and post-retirement liability adjustments

Unrealized loss on interest rate swap agreement

Other comprehensive income (loss), net of tax

Comprehensive income (loss)

Unrealized gain (loss) on interest rate swap agreement

Other comprehensive (loss) income, net of tax

Comprehensive income

Comprehensive income attributable to redeemable noncontrolling interests

Comprehensive income (loss) attributable to MillerKnoll, Inc.

Comprehensive income attributable to MillerKnoll, Inc.

See accompanying notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(Dollars in millions, except share data)

February 28, 2026

August 29, 2026

Current Assets:

2 unchanged sentences

Unbilled accounts receivable

Inventories, net

Prepaid expenses

35 unchanged sentences

(Dollars in millions)

Nine Months Ended

February 28, 2026

March 1, 2025

Three Months Ended

August 29, 2026

August 30, 2025

Cash Flows from Operating Activities:

3 unchanged sentences

Amortization of deferred financing costs

Bad debt expense

Loss on extinguishment of debt

Deferred taxes

Gain on sale of property

Restructuring expense

Impairment expense

Increase in current assets

Decrease (increase) in current assets

Decrease in current liabilities

1 unchanged sentence

Cash Flows from Investing Activities:

Proceeds from sale of property

Advances of notes receivable

Collection of notes receivable

12 unchanged sentences

Common stock repurchases and payments for taxes related to net share settlement of equity awards

Distribution to noncontrolling interest

Net Cash Used in Financing Activities

Effect of Exchange Rate Changes on Cash and Cash Equivalents

Net Decrease in Cash and Cash Equivalents

Net Increase (Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents, Beginning of Period

3 unchanged sentences

Condensed Consolidated Statements of Stockholders' Equity

Nine Months Ended February 28, 2026

Three Months Ended August 29, 2026

(Dollars in millions, except share data)

3 unchanged sentences

May 30, 2026 68,180,011 $ 13.6 $ 694.3 $ 704.0 $ ( 69.3 ) $ 1,342.6

Net earnings — — — 20.2 — 20.2

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

Stock-based compensation expense — — 9.3 — — 9.3

Exercise of stock options 8,445 — 0.1 — — 0.1

Restricted and performance stock units released 1,030,034 0.2 0.1 — — 0.3

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

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)

Net earnings attributable to MillerKnoll, Inc.

— — — 26.6 — 26.6

Other — — — 0.7 — 0.7

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

Net earnings — — — 24.2 — 24.2

Other comprehensive loss, net of tax — — — — ( 3.4 ) ( 3.4 )

7 unchanged sentences

Other — — — 0.2 — 0.2

November 29, 2025 68,249,980 $ 13.7 $ 684.0 $ 684.2 $ ( 82.2 ) $ 1,299.7

Net earnings — — — 23.5 — 23.5

Other comprehensive income, net of tax — — — — 17.3 17.3

Stock-based compensation expense — — 5.9 — — 5.9

Exercise of stock options 8,508 — 0.2 — — 0.2

Restricted and performance stock units released 37,954 — 0.6 — — 0.6

Employee stock purchase plan issuances 39,991 — 0.7 — — 0.7

Repurchase and retirement of common stock, including excise tax ( 6,627 ) — ( 0.1 ) — — ( 0.1 )

Directors' fees 53,234 — 1.1 — — 1.1

Dividends declared ($ 0.1875 per share)

— — — ( 13.1 ) — ( 13.1 )

Other — — — ( 0.2 ) — ( 0.2 )

February 28, 2026 68,383,040 $ 13.7 $ 692.4 $ 694.4 $ ( 64.9 ) $ 1,335.6

Nine Months Ended March 1, 2025

August 29, 2026 68,779,507 $ 13.7 $ 697.5 $ 717.7 $ ( 72.7 ) $ 1,356.2

Three Months Ended August 30, 2025

(Dollars in millions, except share data)

2 unchanged sentences

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 loss, 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 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 )

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

Net earnings — — — 34.1 — 34.1

Other comprehensive loss, 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 )

Directors' fees 1,773 — 0.1 — — 0.1

Dividends declared ($ 0.1875 per share)

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

Net earnings attributable to MillerKnoll, Inc.

— — — 20.2 — 20.2

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 loss, net of tax — — — — ( 21.2 ) ( 21.2 )

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

Stock-based compensation expense — — 9.3 — — 9.3

2 unchanged sentences

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

Repurchase and retirement of common stock, including excise tax ( 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)

1 unchanged sentence

Other — — — 0.7 — 0.7

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

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

See accompanying notes to Condensed Consolidated Financial Statements.

8 unchanged sentences

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.

Within the industries in which the Company operates, Herman Miller® and Knoll®, along with Colebrook Bosson Saunders, Design Within Reach®, Edelman®, FilzFelt®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck® 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.

8 unchanged sentences

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 February 28, 2026.

Operating results for the three and nine months ended February 28, 2026, are not necessarily indicative of the results that may be expected for the year ending May 30, 2026 ("fiscal 2026").

Operating results for the three months ended August 29, 2026, are not necessarily indicative of the results that may be expected for the year ending May 29, 2027 ("fiscal 2027").

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 May 30, 2026 ("fiscal 2026").

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

The financial statements of equity method investments are not consolidated.

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 29, 2027 ("fiscal 2027") and the fiscal year ended May 30, 2026 ("fiscal 2026") both contain 52 weeks.

IEEPA Tariff Refund Claims

During 2025, certain tariffs were imposed pursuant to actions taken under the International Emergency Economic Powers Act ("IEEPA").

Subsequent legal proceedings challenged the validity of those tariffs, and court rulings issued during fiscal 2026 created the potential for importers to seek refunds of IEEPA tariffs previously paid.

The Company submitted claims for refunds on substantially all IEEPA tariffs paid that may be eligible for recovery.

During the first quarter of fiscal 2027, the Company received refunds related to previously incurred IEEPA tariffs.

As a result, the Company recognized a benefit of approximately $ 16.5 million, which is reflected in Cost of sales during the quarter ended August 29, 2026.

As of August 29, 2026, the Company continues to evaluate and pursue additional refund claims related to IEEPA tariffs.

Any amounts associated with claims that have not yet been received or are not otherwise considered realizable have not been recognized.

Recently Issued Accounting Standards

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.

The Company evaluates all Accounting Standards Updates ( " ASUs") issued by the Financial Accounting Standards Board ("FASB") and adopts those applicable to its financial statements.

Recently Issued Accounting Standards Not Yet Adopted

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

Improvements to Tax Disclosures.

In December 2023, the FASB issued this ASU which expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

and foreign jurisdictions.

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

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 will adopt ASU 2023-09 prospectively in its fiscal year ending May 30, 2026.

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

2 unchanged sentences

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 update will be effective for the Company's annual financial statements for fiscal 2028 and interim financial statements beginning in fiscal 2029, 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 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.

The Company has evaluated all other recently issued accounting standards not yet adopted and determined that they are either not applicable or are not expected to have a material impact on the Company's consolidated financial statements

Revenue from Contracts with Customers

12 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

North America Contract:

10 unchanged sentences

Total MillerKnoll, Inc.

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

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

The prior year amounts have been recast to reflect these changes.

4 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

United States

3 unchanged sentences

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 February 28, 2026, the Company recognized net sales of $ 9.4 million and $ 88.2 million, respectively, related to customer deposits that were included in the balance sheet as of May 31, 2025.

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 months ended August 29, 2026, the Company recognized net sales of $ 55.0 million related to customer deposits that were included in the balance sheet as of May 30, 2026.

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

Cash and Cash Equivalents

Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements.

As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant.

Under the terms of the master netting arrangement, the financial institution has the right, ability, and intent to offset a positive balance in one account against an overdrawn amount in another account.

Amounts in each of the accounts are unencumbered and unrestricted with respect to use.

As such, the net cash balance related to this pooling arrangement is included in Cash and cash equivalents in the accompanying Consolidated Balance Sheets.

Cash and cash equivalents totaled $ 178.6 million at August 29, 2026 and $ 167.7 million at May 30, 2026.

Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity.

Under the arrangement, participating accounts are maintained with the same financial institution and balances are subject to a master netting agreement that permits offsetting of cash balances and overdraft positions.

Because the Company has the legal right, ability and intent to offset participating account balances, cash balances and overdraft positions are presented on a net basis.

The resulting net cash pool position is included in Cash and cash equivalents in the accompanying Condensed Consolidated Balance Sheets.

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

(In millions)

February 28, 2026

August 29, 2026

Gross cash position

cash borrowings

cash overdrafts under the pooling arrangement

Net cash position

(In millions)

February 28, 2026

August 29, 2026

Finished goods and work in process

1 unchanged sentence

Inventories are valued primarily using the first-in first-out method.

The Company recorded inventory reserves reducing finished goods, raw materials, and work in process of $ 58.1 million as of both August 29, 2026 and May 30, 2026 to adjust for excess and obsolete inventory.

Goodwill and Indefinite-Lived Intangibles

6 unchanged sentences

Foreign currency translation adjustments

Balance at February 28, 2026

(1) North America Contract segment had accumulated goodwill impairments of $ 36.7 million as of February 28, 2026, and May 31, 2025.

(2) Global Retail segment had accumulated goodwill impairments of $ 181.1 million as of February 28, 2026, and May 31, 2025.

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

Balance at August 29, 2026

(1) North America Contract segment had accumulated goodwill impairments of $ 36.7 million as of August 29, 2026, and May 30, 2026.

(2) Global Retail segment had accumulated goodwill impairments of $ 181.1 million as of August 29, 2026, and May 30, 2026.

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

(In millions)

1 unchanged sentence

Foreign currency translation adjustments

February 28, 2026

August 29, 2026

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.

Although the annual impairment test is performed during the fourth quarter, the assessment of triggering events is performed each interim reporting period.

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

During the third quarter of fiscal year 2025, the Company performed an assessment to determine whether there were indicators of a triggering event which could indicate the carrying amount of the reporting units may not be supported by the fair value.

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 the reporting units may have fallen below their carrying amount.

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

As part of the 2025 quantitative valuation, the Company used the discounted cash flow method under a weighting of the income and market approach to estimate the fair value of each reporting unit.

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.

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 the segment re-organization, the Global Retail and Holly Hunt reporting units had remaining goodwill of $ 357.0 million and $ 33.0 million, respectively.

Additionally, 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.

Indefinite-Lived Intangibles

2 unchanged sentences

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

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 during the third quarter of fiscal year 2025.

In performing this 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.

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 12.75 % to 17.25 %, royalty rates ranging from 1.00 % to 3.00 %, and long-term growth rates ranging from 2.50 % to 3.00 %.

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.

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 third quarter of fiscal year 2026.

Although annual impairment testing for goodwill and indefinite-lived intangible assets is performed during the fourth quarter, the Company evaluates these assets for potential triggering events during each interim reporting period.

As disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended May 30, 2026, the International Contract, Global Retail and Coverings reporting units and the Knoll and Muuto trade name assets had relatively limited excess of fair value over carrying value in the Company's annual impairment assessments.

During the three months ended August 29, 2026, the Company assessed all reporting units and trade name assets for potential triggering events and concluded that no interim goodwill or indefinite-lived intangible impairment testing was required.

Earnings Per Share

3 unchanged sentences

by the weighted-average number of common shares outstanding, including all potentially dilutive common shares.

In periods of loss, there are no potentially dilutive common shares to add to the weighted-average number of common

shares outstanding.

In periods of loss, there are no potentially dilutive common shares to add to the weighted-average number of common shares outstanding.

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

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

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

August 29, 2026

August 30, 2025

Net earnings attributable to MillerKnoll, Inc.

- in millions

5 unchanged sentences

Earnings per share attributable to MillerKnoll, Inc.

Antidilutive equity awards not included in weighted-average common shares - diluted

Anti-dilutive share based awards excluded from the computation of diluted earnings per share

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Stock-based compensation expense

3 unchanged sentences

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 and nine months ended February 28, 2026, 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 19.2 % and 88.3 %, respectively, for the three month periods ended February 28, 2026, and March 1, 2025.

The year over year change in the effective tax rate for the three months ended February 28, 2026, resulted from the current year quarter reflecting favorable discrete impacts from return to provision true-ups related mainly to the United States research and development credit and the prior quarter having impacts from the impairment of indefinite-lived intangible assets.

For the three months ended February 28, 2026, the effective rate is lower than the United States federal statutory rate due to favorable discrete impacts from return to provision true-ups related mainly to the United States research and development credit.

For the three months ended March 1, 2025, the effective rate is higher than the United States federal statutory rate due to impacts from the impairment of indefinite-lived intangible assets.

The effective tax rates were 22.7 % and 139.4 %, respectively, for the nine months ended February 28, 2026, and March 1, 2025.

The year over year change in the effective tax rate for the nine months ended February 28, 2026 resulted from the prior year nine months having impacts from the impairment of

indefinite-lived intangible assets and the current year nine months having no comparable impacts.

For the nine months ended February 28, 2026, the effective tax rate is higher than the United States federal statutory rate due to United States state income taxes and the mix of earnings in tax jurisdictions having rates higher than the United States federal statutory rate.

For the nine months ended March 1, 2025, the effective tax rate is higher than the United States federal statutory rate due to impacts from the impairment of indefinite-lived intangible assets.

The Company's process for determining the provision for income taxes for the three months ended August 29, 2026, 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 21.5 % and 26.5 %, respectively, for the three month periods ended August 29, 2026, and August 30, 2025.

The year over year change in the effective tax rate for the three months ended August 29, 2026, resulted from the current quarter reflecting favorable discrete impacts from the vesting of stock compensation versus the unfavorable impact in the prior year, as well as favorable impacts from foreign tax credits and export incentives.

For the three months ended August 29, 2026, the effective tax rate is higher than the United States federal statutory rate due to state and local income taxes and the mix of earnings in foreign jurisdictions, partially offset by research and development tax credits.

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.

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 February 28, 2026, and March 1, 2025.

Interest and penalties recognized in the Company's Condensed Consolidated Statements of Comprehensive Income were negligible for the three months ended August 29, 2026 and August 30, 2025.

Fair Value Measurements

3 unchanged sentences

(In millions)

February 28, 2026

August 29, 2026

Carrying value

5 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 February 28, 2026, and May 31, 2025.

(In millions)

February 28, 2026

August 29, 2026

Financial Assets

13 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 February 28, 2026, and May 31, 2025.

(In millions)

February 28, 2026

August 29, 2026

Financial Assets

8 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 expense (income), net.

realized gains and losses resulting from such sales are included in the Condensed 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.

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

Derivative Instruments and Hedging Activities

5 unchanged sentences

These forward contracts are not designated as hedging instruments.

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 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.

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

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 Condensed 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.

Interest Rate Swaps

The Company enters into interest rate swap agreements to manage its exposure to interest rate changes and its overall cost of borrowing.

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

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 converted 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 converted 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.

In February 2026, the Company entered into a forward-starting interest rate swap agreement.

The interest rate swap is for an aggregate notional amount of $ 200.0 million, with a forward start date of January 29, 2027, and a termination date of January 31, 2030.

The interest rate swap locked in the Company's interest rate on the forecasted outstanding borrowings of $ 200.0 million at 3.380 % 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 3.380 % fixed interest rate plus applicable margin as of the forward start date.

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 February 28, 2026.

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.

The ineffective portion of the change in fair value of the derivatives is immediately recognized in earnings.

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

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

The Company uses interest rate swap agreements designated as cash flow hedges to manage its exposure to variability in cash flows associated with variable-rate debt.

The Company's interest rate swaps continue to qualify for cash flow hedge accounting as of August 29, 2026.

As of August 29, 2026, the Company had interest rate swap agreements with an aggregate notional amount outstanding of $ 1.15 billion, including a $ 200.0 million forward-starting swap that becomes effective on January 29, 2027.

(In millions)

18 unchanged sentences

January 31, 2030

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:

As of August 29, 2026, the swaps above have effectively converted, or are expected to convert upon their respective effective dates, 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 the Credit Agreement.

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

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

(Loss) recognized in Other comprehensive income (loss) (effective portion)

August 29, 2026

August 30, 2025

Gain (loss) recognized in Other comprehensive income (loss) (effective portion)

Gain reclassified from Accumulated other comprehensive loss into earnings

There were no gains or losses recognized in earnings for hedge ineffectiveness for the three and nine month periods ended February 28, 2026, and March 1, 2025.

The amount of gain expected to be reclassified from Accumulated other comprehensive income into earnings during the next twelve months is $ 11.6 million, net of tax is $ 8.8 million.

Redeemable Noncontrolling Interests

Changes in the Company's redeemable noncontrolling interest in HAY for the nine months ended February 28, 2026, and March 1, 2025, are as follows:

No amounts were recognized in earnings as a result of hedge ineffectiveness during the three month periods ended August 29, 2026, and August 30, 2025.

The amount of gain expected to be reclassified from Accumulated other comprehensive income into earnings during the next twelve months is approximately $ 11.2 million, net of tax the amount is $ 8.4 million.

Changes in the Company's redeemable noncontrolling interest in HAY for the three months ended August 29, 2026, and August 30, 2025, are as follows:

(In millions)

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Beginning Balance

Net income attributable to redeemable noncontrolling interests

Dividend attributable to redeemable noncontrolling interests

Cumulative translation adjustments attributable to redeemable noncontrolling interests

12 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Accrual Balance — beginning

7 unchanged sentences

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

As of February 28, 2026, the Company had a maximum financial exposure related to performance bonds totaling approximately $ 15.2 million.

As of August 29, 2026, the Company had a maximum financial exposure related to performance bonds totaling approximately $ 16.5 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 February 28, 2026, or May 31, 2025.

Accordingly, no liability has been recorded in respect to these bonds as of either August 29, 2026, or May 30, 2026.

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 February 28, 2026, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 12.1 million, all of which is considered usage against the Company's revolving line of credit.

As of August 29, 2026, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $ 11.7 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 February 28, 2026, or May 31, 2025.

Accordingly, no liability has been recorded with respect to these arrangements as of August 29, 2026, or May 30, 2026.

Contingencies

2 unchanged sentences

Short-Term Borrowings and Long-Term Debt

Short-term borrowings and long-term debt as of February 28, 2026, and May 31, 2025, consisted of the following:

Short-term borrowings and long-term debt as of August 29, 2026, and May 30, 2026, consisted of the following:

(In millions)

February 28, 2026

August 29, 2026

Syndicated revolving line of credit, due April 2030

5 unchanged sentences

Unamortized discount and issuance costs

Short-term borrowings and current portion of long-term debt

Long-term debt

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 provided the Company with up to $ 725.0 million in revolving variable rate interest borrowing capacity that matured in July 2026, replacing the previous $ 500.0 million syndicated revolving line of credit.

The term loans consisted 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.

dollar borrowings.

SOFR is the recommended risk-free reference rate of the Federal Reserve Board and Alternative Reference Rates Committee, as defined within the credit agreement.

The Company maintains a senior secured credit agreement consisting of a $ 725.0 million revolving credit facility maturing in April 2030, a Term Loan A facility maturing in April 2030, and a Term Loan B facility maturing in August 2032.

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.

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 and recorded within Other expense (income), net on the Condensed Consolidated Statements of Comprehensive Income (Loss).

In February 2026, the Company entered into an amendment to the Credit Agreement.

The amendment revised the applicable margin which is part of the stated interest rate applicable to borrowings under the Term Loan B facility.

All other material terms remained consistent with those of the Term Loan B Facility executed in August 2025.

In connection with the execution of the amendment, the accounting treatment of Term Loan B 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.

Unamortized debt issuance costs of $ 0.2 million 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).

Excluding cash flows related to the refinancing of debt that occurred during the nine months ended February 28, 2026, the Company made aggregate principal payments of $ 5.0 million and $ 2.9 million on Term Loan A and B, respectively.

During the nine months ended March 1, 2025, the Company made aggregate principal payments of $ 25.0 million on Term Loan A and $ 4.7 million on Term Loan B.

During the three months ended August 29, 2026, the Company made aggregate principal payments of $ 2.5 million and $ 1.4 million on Term Loan A and B, respectively.

The Company was in compliance with all debt covenants as of August 29, 2026.

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

(In millions)

February 28, 2026

August 29, 2026

Syndicated revolving line of credit borrowing capacity

5 unchanged sentences

Under the terms of the Facility, the Company sells, on a revolving basis, certain accounts receivables to MillerKnoll Receivables LLC, a direct wholly-owned, bankruptcy-remote special purpose entity (the "SPE") of the Company that, in turn, uses the receivables to secure the borrowings, the proceeds of which will be used for general working capital purposes.

The SPE is included in the Condensed Consolidated Financial Statements and therefore the accounts receivable owned by it are included in our Condensed Consolidated Balance Sheets.

The SPE is included in the Condensed Consolidated Financial Statements and therefore the accounts receivable owned by it are included in our Condensed Consolidated Balance

However, the accounts receivable owned by the SPE are separate and distinct from our other assets and are not available to other creditors should the Company become insolvent.

As of February 28, 2026, the SPE held $ 70.2 million of accounts receivable.

As of August 29, 2026, the SPE held $ 56.5 million of accounts receivable.

The securitization is treated as a secured borrowing for accounting purposes.

The outstanding balance as of February 28, 2026 is reported in Long-term debt in the Condensed Consolidated Balance Sheets.

The outstanding balance as of August 29, 2026 is reported in Long-term debt in the Condensed Consolidated Balance Sheets.

Supplier Financing Program

3 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 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 February 28, 2026, and May 31, 2025, the liability related to the supplier financing program was $ 1.8 million and $ 2.0 million, respectively.

As of August 29, 2026, and May 30, 2026, the liability related to the supplier financing program was $ 2.7 million and $ 1.8 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 February 28, 2026, and March 1, 2025:

The following table provides an analysis of the changes in accumulated other comprehensive loss for the three months ended August 29, 2026, and August 30, 2025:

(In millions)

4 unchanged sentences

Balance at May 30, 2026

Other comprehensive income (loss), net of tax before reclassifications

Reclassification from accumulated other comprehensive loss - Other, net

Net current period other comprehensive income (loss)

Balance at February 28, 2026

Balance at June 1, 2024

Other comprehensive loss, net of tax before reclassifications

1 unchanged sentence

Net current period other comprehensive (loss) income

Balance at March 1, 2025

Balance at August 29, 2026

Balance at May 31, 2025

Other comprehensive income (loss), net of tax before reclassifications

Reclassification from accumulated other comprehensive loss - Other, net

Net current period other comprehensive income (loss)

Balance at August 30, 2025

Operating Segments

The Company's operations are managed and evaluated around the organization and alignment of internal operations 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.

Under our new reportable segments, there are three reportable segments consisting of North America Contract, International Contract and Global Retail.

The Company has three reportable segments:

North America Contract, International Contract and Global Retail.

The Company's operating segments are determined based on the manner in which management organizes the business for making operating decisions and assessing performance

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.

3 unchanged sentences

Management regularly reviews corporate costs and believes disclosing such information provides more visibility and transparency regarding how the chief operating decision maker ("CODM") reviews results 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 Company's CODM is its Interim 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.

Segment Adjusted Operating Earnings (Loss) represents reported Operating Earnings adjusted for restructuring charges, amortization of Knoll purchased intangible assets, CEO transition costs, and other discrete items when incurred.

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.

6 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

North America Contract

1 unchanged sentence

Global Retail

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

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

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Adjusted cost of sales (1) :

2 unchanged sentences

Global Retail

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

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

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Adjusted operating expenses (1) :

2 unchanged sentences

Global Retail

(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 Knoll pension plan termination charges.

(1) Adjusted operating expenses is defined as operating expenses excluding, when they occur, the impacts of restructuring charges, amortization of Knoll purchased intangibles and CEO transition costs.

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Adjusted operating earnings:

4 unchanged sentences

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Reconciliation to net earnings:

4 unchanged sentences

Net earnings (loss) from:

Equity earnings from nonconsolidated affiliates, net of tax

Income tax expense (benefit)

Other (income) expense, net

Income tax expense

Other expense, net

Interest and other investment income

1 unchanged sentence

Restructuring charges

Integration charges

Amortization of Knoll purchased intangibles

Impairment charges

Knoll pension plan termination charges

Net earnings (loss) attributable to MillerKnoll, Inc.

CEO transition costs

Net earnings attributable to MillerKnoll, Inc.

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

Depreciation and amortization:

8 unchanged sentences

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

Restructuring and Integration Expense

As part of restructuring and integration activities the Company has incurred expenses that qualify as exit and disposal costs under U.S.

These include severance and employee benefit costs as well as other direct separation benefit costs, expenses incurred related to the facilities consolidation plan, right of use asset impairment charges and fixed asset impairment charges.

Severance and employee benefit costs primarily relate to cash severance, as well as non-cash severance, including accelerated equity award compensation expense.

The Company also incurred expenses that are an integral component of, and directly attributable to, our restructuring and integration activities, which do not qualify as exit and disposal costs under U.S.

These include integration implementation costs that relate primarily to professional fees, non-cash losses incurred on debt extinguishment, and accelerated depreciation of fixed assets.

The expense associated with integration initiatives are included in Selling, general and administrative and the expenses associated with restructuring activities are included in Cost of sales or Restructuring expense in the Condensed Consolidated Statements of Comprehensive Income.

Restructuring expenses recorded within Cost of sales totaled $ 0.3 million and $ 0.4 million for the three and nine months ended February 28, 2026.

Restructuring expenses recorded within Restructuring expense totaled $ 1.9 million and $ 3.8 million for the three and nine months ended February 28, 2026.

There were no restructuring expenses recorded within Cost of sales for the three and nine months ended March 1, 2025.

Restructuring expenses recorded within Restructuring expense totaled $ 4.2 million for the three and nine months ended March 1, 2025.

Knoll Integration

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

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 our operating structure, resulting in workforce reductions.

These costs primarily include:

severance and employee benefits (cash severance, non-cash severance, including accelerated stock-compensation award expense and other termination benefits).

• Exit and disposal activities include those incurred as a direct result of integration activities, primarily including the reorganization and consolidation of facilities as well as asset impairment charges.

• 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 February 28, 2026 and March 1, 2025, and the nine months ended February 28, 2026, there were no costs incurred related to the Knoll Integration.

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.

No liability balance remains as of February 28, 2026 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)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

North America Contract

International Contract

Global Retail

Restructuring Expense

As part of its restructuring activities, the Company has incurred expenses that qualify as exit and disposal costs under U.S.

These costs primarily include severance and employee-related costs associated with workforce reductions and certain facility exit costs associated with the facility consolidation initiatives.

The Company has also incurred restructuring-related costs that do not qualify as exit and disposal costs under U.S.

These costs primarily include professional fees, right-of-use asset impairment charges and accelerated depreciation of fixed assets.

Expenses associated with restructuring activities are recorded within Cost of sales or Restructuring expense in the Condensed Consolidated Statements of Comprehensive Income.

Restructuring expenses recorded within Cost of sales totaled $ 0.5 million for the three months ended August 29, 2026.

Amounts recorded within Restructuring expense, a component of Operating expenses, totaled $ 6.0 million for the three months ended August 29, 2026.

No restructuring expenses were recorded within Cost of sales for the three months ended August 30, 2025.

Amounts recorded within Restructuring expense, a component of Operating expenses, totaled $ 0.5 million for the three months ended August 30, 2025.

Restructuring Activities

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

This restructuring activity included expenses related to a facilities consolidation plan.

As a result, the Company revised the estimated useful lives of certain fixed assets, which increased depreciation expense.

In connection with the 2026 restructuring plan, restructuring charges totaled $ 2.2 million and $ 4.2 million for the three and nine months ended February 28, 2026.

Included in these amounts was depreciation expense of $ 1.6 million and $ 3.3 million for the respective periods.

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.

This restructuring activity included involuntary reductions in workforces as well as expenses related to a facilities consolidation plan, comprised primarily of non-cash right of use asset impairment charges and accelerated depreciation of fixed assets.

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

During the first quarter of fiscal year 2027, the Company initiated an action related to the 2027 restructuring plan ("2027 restructuring plan") to create operational efficiencies.

The plan includes workforce reductions and costs associated with facility consolidation activities.

Restructuring charges related to the 2027 restructuring plan totaled $ 6.5 million for the three months ended August 29, 2026.

During the first quarter of fiscal year 2026, the Company initiated an action related to the 2026 restructuring plan ("2026 restructuring plan") to improve operational efficiencies.

The plan included workforce reductions and costs associated with facility consolidation activities.

As part of the plan, the Company shortened the estimated useful lives of certain fixed assets, resulting in increased depreciation expense.

Restructuring charges related to the 2026 restructuring plan totaled $ 13.5 million for the year ended May 30, 2026, including $ 4.7 million of accelerated depreciation expense.

The restructuring plan was complete in fiscal 2026 and no future costs related to this plan are expected.

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 2026 restructuring plan for the nine months ended February 28, 2026:

The following table summarizes changes in the restructuring liability that qualifies as exit and disposal costs under U.S.

GAAP, including severance and employee-related costs and exit and disposal activities, related to the 2027 restructuring plan and the 2026 restructuring plan for the three months ended August 29, 2026:

2027 Restructuring Plan

(In millions)

Severance and Employee Related

Exit and Disposal Activities

Restructuring Costs

Non-Cash Costs

February 28, 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 2025 restructuring plan for the nine months ended February 28, 2026:

2026 Restructuring Plan

2 unchanged sentences

Exit and Disposal Activities

Restructuring Costs

Non-Cash Costs

February 28, 2026

The Company expects that remaining liability for the 2025 restructuring plan as of February 28, 2026, will be paid in the fourth quarter of 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 nine months ended February 28, 2026:

2024 Restructuring Plan

(In millions)

Other Restructuring Costs

Severance and Employee Related

Exit and Disposal Activities

Restructuring Costs

Non-Cash Costs

February 28, 2026

The Company expects that remaining liability for the 2024 restructuring plan as of February 28, 2026, will be paid in the fourth quarter of fiscal year 2026.

August 29, 2026

The Company expects the remaining liability associated with the 2026 restructuring plan as of August 29, 2026 to be substantially paid during fiscal 2027.

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

Three Months Ended

Nine Months Ended

(In millions)

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

August 29, 2026

August 30, 2025

North America Contract

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 notes receivable was $ 7.2 million and $ 13.5 million as of February 28, 2026, and May 31, 2025, respectively, and represents the Company’s maximum exposure to loss.

The carrying value of these notes receivable was $ 5.8 million and $ 6.9 million as of August 29, 2026, and May 30, 2026, 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