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Item 8 — Financial Statements and Supplementary Data
Millerknoll, Inc. · 10-K · FY 2026 · Period ended May 30, 2026
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MillerKnoll, Inc.
Consolidated Statements of Comprehensive Income
Year Ended
(In millions, except per share data) May 30, 2026 May 31, 2025 June 1, 2024
Net sales $ 3,841.7 $ 3,669.9 $ 3,628.4
Cost of sales 2,352.9 2,247.3 2,208.9
Gross margin 1,488.8 1,422.6 1,419.5
Operating expenses:
Selling, general and administrative 1,178.3 1,133.5 1,112.1
Impairment charges — 130.0 16.8
Restructuring expenses 11.9 14.8 30.8
Design and research 100.3 93.8 92.6
Total operating expenses 1,290.5 1,372.1 1,252.3
Operating earnings 198.3 50.5 167.2
Interest expense 69.9 76.7 76.2
Interest and other investment income (4.1) (5.4) (6.1)
Other expense (income), net 4.3 1.1 (2.6)
Earnings (loss) before income taxes and equity income 128.2 (21.9) 99.7
Income tax expense 32.4 11.6 14.7
Equity (loss) earnings from nonconsolidated affiliate, net of tax (0.1) 0.3 (0.4)
Net earnings (loss) 95.7 (33.2) 84.6
Net earnings attributable to redeemable noncontrolling interests 4.2 3.7 2.3
Net earnings (loss) attributable to MillerKnoll, Inc. $ 91.5 $ (36.9) $ 82.3
Earnings (loss) per share - basic $ 1.33 $ (0.54) $ 1.12
Earnings (loss) per share - diluted 1.32 (0.54) 1.11
Other comprehensive income, net of tax
Foreign currency translation adjustments 19.6 35.1 8.3
Pension and post-retirement liability adjustments 0.2 2.4 (9.5)
Unrealized (loss) gain on interest rate swap agreement (7.1) (26.8) 3.6
Other comprehensive income, net of tax 12.7 10.7 2.4
Comprehensive income (loss) 108.4 (22.5) 87.0
Comprehensive income attributable to redeemable noncontrolling interests 4.2 3.7 2.3
Comprehensive income (loss) attributable to MillerKnoll, Inc. $ 104.2 $ (26.2) $ 84.7
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MillerKnoll, Inc.
Consolidated Balance Sheets
(In millions, except share and per share data) May 30, 2026 May 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents $ 167.7 $ 193.7
Accounts receivable, net of allowances of $8.4 and $9.3 357.4 350.2
Unbilled accounts receivable 18.3 26.9
Inventories, net 488.4 447.5
Prepaid expenses 88.7 74.6
Other current assets 16.7 15.8
Total current assets 1,137.2 1,108.7
Property and equipment, net of accumulated depreciation of $1,221.3 and $1,142.7 511.3 496.1
Right of use assets 445.9 411.2
Goodwill 1,161.3 1,152.4
Indefinite-lived intangibles 435.3 432.5
Other amortizable intangibles, net of accumulated amortization of $304.1 and $265.4 214.0 247.5
Other noncurrent assets 95.5 101.8
Total Assets $ 4,000.5 $ 3,950.2
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 279.1 $ 271.3
Short-term borrowings and current portion of long-term debt 25.1 16.0
Accrued compensation and benefits 93.8 92.5
Short-term lease liability 82.0 72.0
Accrued warranty 16.7 16.8
Customer deposits 89.7 102.5
Other accrued liabilities 134.7 132.7
Total current liabilities 721.1 703.8
Long-term debt 1,260.6 1,310.6
Pension and post-retirement benefits 7.0 7.1
Lease liabilities 433.8 413.4
Accrued warranty 52.6 52.8
Other liabilities 119.5 127.4
Total Liabilities 2,594.6 2,615.1
Redeemable noncontrolling interests 63.3 59.3
Stockholders' Equity:
Preferred stock, no par value (10,000,000 shares authorized, none issued) — —
Common stock, $0.20 par value (240,000,000 shares authorized, 68,180,011 and 67,804,913 shares issued and outstanding in 2026 and 2025, respectively) 13.6 13.6
Additional paid-in capital 694.3 679.1
Retained earnings 704.0 665.1
Accumulated other comprehensive loss (69.3) (82.0)
Total Stockholders' Equity 1,342.6 1,275.8
Total Liabilities, Redeemable Noncontrolling Interests and Stockholders' Equity $ 4,000.5 $ 3,950.2
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MillerKnoll, Inc.
Consolidated Statements of Stockholders' Equity
Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income MillerKnoll, Inc. Stockholders' Equity
(In millions, except share and per share data) Shares Amount
June 3, 2023 75,698,670 $ 15.1 $ 836.5 $ 676.1 $ (95.1) $ 1,432.6
Net earnings — — — 82.3 — 82.3
Other comprehensive income, net of tax — — — — 2.4 2.4
Stock-based compensation expense (983) — 20.7 — — 20.7
Exercise of stock options 74,096 — 1.7 — — 1.7
Restricted and performance stock units released 457,965 0.1 0.9 — — 1.0
Employee stock purchase plan issuances 139,211 0.1 2.9 — — 3.0
Repurchase and retirement of common stock (6,022,646) (1.2) (138.2) — — (139.4)
Director's fees 31,379 — 0.8 — — 0.8
Redemption Value Adjustment — — — 34.5 — 34.5
Dividends declared ($0.75 per share) — — — (55.0) — (55.0)
Other — — — 0.5 — 0.5
June 1, 2024 70,377,692 $ 14.1 $ 725.3 $ 738.4 $ (92.7) $ 1,385.1
Net (loss) — — — (36.9) — (36.9)
Other comprehensive income, net of tax — — — — 10.7 10.7
Stock-based compensation expense — — 31.8 — — 31.8
Exercise of stock options 95,901 — 1.9 — — 1.9
Restricted and performance stock units released 417,843 0.1 1.4 — — 1.5
Employee stock purchase plan issuances 155,758 0.1 2.9 — — 3.0
Repurchase and retirement of common stock (3,291,176) (0.7) (84.9) — — (85.6)
Deferred stock unit 508 — — — — —
Director's fees 48,387 — 1.1 — — 1.1
Redemption Value Adjustment — — — 16.4 — 16.4
Dividends declared ($0.75 per share) — — — (52.3) — (52.3)
Other — — (0.4) (0.5) — (0.9)
May 31, 2025 67,804,913 $ 13.6 $ 679.1 $ 665.1 $ (82.0) $ 1,275.8
Net earnings — — — 91.5 — 91.5
Other comprehensive income, net of tax — — — — 12.7 12.7
Stock-based compensation expense — — 26.0 — — 26.0
Exercise of stock options 23,453 — 0.4 — — 0.4
Restricted and performance stock units released 1,089,404 0.2 1.3 — — 1.5
Employee stock purchase plan issuances 174,824 — 2.6 — — 2.6
Repurchase and retirement of common stock, including excise tax (965,907) (0.2) (16.1) — — (16.3)
Director's fees 53,324 — 1.0 — — 1.0
Redemption Value Adjustment — — — (0.9) — (0.9)
Dividends declared ($0.75 per share) — — — (52.4) — (52.4)
Other — — — 0.7 — 0.7
May 30, 2026 68,180,011 $ 13.6 $ 694.3 $ 704.0 $ (69.3) $ 1,342.6
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MillerKnoll, Inc.
Consolidated Statements of Cash Flows
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Cash Flows from Operating Activities:
Net earnings (loss) $ 95.7 $ (33.2) $ 84.6
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation expense 110.3 102.6 117.5
Amortization expense 38.0 37.9 37.6
Deferred taxes (11.6) (45.0) (38.8)
Pension contributions (0.9) (0.3) (1.8)
Loss on extinguishment of debt 8.0 — —
Impairment charges — 130.0 16.8
Restructuring expenses 1.9 14.8 30.8
Stock-based compensation 26.0 31.8 20.7
Amortization of deferred financing costs 2.7 4.6 4.6
Bad debt expense 1.6 5.1 3.3
Operating leases (4.3) 4.7 (4.3)
(Increase) decrease in long-term assets (0.6) 2.0 2.4
Changes in current assets and liabilities:
Decrease (increase) in accounts receivable & unbilled accounts receivable 1.2 (41.9) 35.2
(Increase) decrease in inventories (37.5) (16.9) 59.0
(Increase) decrease in prepaid expenses and other (13.9) (13.9) 25.6
Increase (decrease) in accounts payable 1.7 26.7 (28.9)
(Decrease) increase in accrued liabilities (14.0) 1.0 (7.5)
Other, net (4.4) (0.7) (4.5)
Net Cash Provided by Operating Activities 199.9 209.3 352.3
Cash Flows from Investing Activities:
Advances of notes receivable — (3.3) (14.7)
Collection of notes receivable 6.9 6.8 2.8
Capital expenditures (122.3) (107.6) (78.4)
Proceeds from sale of property 0.2 6.5 —
Proceeds from the sale of equity method investment — — 3.5
Other, net (0.4) (3.3) 0.5
Net Cash Used in Investing Activities (115.6) (100.9) (86.3)
Cash Flows from Financing Activities:
Proceeds from issuance of debt, net of discounts 561.8 123.1 —
Payments of deferred financing costs (2.2) (0.3) —
Repayments of long-term debt (631.3) (75.7) (31.3)
Proceeds from credit facility 1,107.5 1,101.8 833.2
Repayments of credit facility (1,129.1) (1,163.5) (869.9)
Proceeds from securitization facility 113.1 — —
Repayments to securitization facility (70.2) — —
Dividends paid (51.1) (51.7) (55.6)
Common stock issued 4.5 6.0 5.9
Common stock repurchases and payments for taxes related to net share settlement of equity awards (16.3) (84.9) (138.2)
Distribution to noncontrolling interest (3.1) (4.4) (2.8)
Other, net (0.6) (0.7) (0.1)
Net Cash Used in Financing Activities (117.0) (150.3) (258.8)
Effect of exchange rate changes on cash and cash equivalents 6.7 5.2 (0.3)
Net (Decrease) Increase In Cash and Cash Equivalents (26.0) (36.7) 6.9
Cash and cash equivalents, Beginning of Year 193.7 230.4 223.5
Cash and Cash Equivalents, End of Year $ 167.7 $ 193.7 $ 230.4
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Notes to the Consolidated Financial Statements
Note 1 Significant Accounting and Reporting Policies 50
Note 2 Revenue from Contracts with Customers 58
Note 3 Cash and Cash Equivalents 60
Note 4 Inventories 61
Note 5 Short-Term Borrowings and Long-Term Debt 61
Note 6 Leases 63
Note 7 Employee Benefit Plans 64
Note 8 Common Stock and Per Share Information 67
Note 9 Stock-Based Compensation 67
Note 10 Income Taxes 71
Note 11 Fair Value Measurements 76
Note 12 Commitments and Contingencies 81
Note 13 Operating Segments 83
Note 14 Accumulated Other Comprehensive Loss 86
Note 15 Restructuring and Integration Expense 86
Note 16 Variable Interest Entities 88
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1. Significant Accounting and Reporting Policies
The following is a summary of significant accounting and reporting policies not reflected elsewhere in the accompanying financial statements.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of MillerKnoll, Inc. and its controlled domestic and foreign subsidiaries. The consolidated entities are collectively referred to as “the Company.” All intercompany accounts and transactions have been eliminated in the Consolidated Financial Statements.
Description of Business
The Company researches, designs, manufactures, sells and distributes interior furnishings for use in various environments including office, healthcare, educational and residential settings and provides related services that support companies all over the world. The Company's products are sold primarily through independent contract furniture dealers, retail studios, the Company's eCommerce platforms, direct-mail catalogs, as well as direct customer sales and independent retailers.
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, Design Within Reach®, Edelman®, FilzFelt®, Geiger®, HAY®, Holly Hunt®, KnollTextiles®, Maharam®, Muuto®, NaughtOne®, and Spinneybeck®. Combined, MillerKnoll represents over 100 years of design research and exploration in service of humanity. 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.
Fiscal Year
The Company's fiscal year ends on the Saturday closest to May 31. The fiscal year ended May 30, 2026, the fiscal year ended May 31, 2025, and the fiscal year ended June 1, 2024 all contained 52 weeks.
Foreign Currency Translation
The functional currency for most of the foreign subsidiaries is their local currency. The cumulative effects of translating the balance sheet accounts from the functional currency into the United States dollar using fiscal year-end exchange rates and translating revenue and expense accounts using average exchange rates for the period are reflected as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets.
The financial statement impact of gains and losses resulting from remeasuring foreign currency transactions into the appropriate functional currency resulted in a net loss of $0.9 million, $6.1 million, and $3.0 million for the fiscal years ended May 30, 2026, May 31, 2025, and June 1, 2024, respectively. These amounts are included in Other expense (income), net in the Consolidated Statements of Comprehensive Income.
Allowances for Credit Losses
Allowances for credit losses related to accounts are managed at a level considered by management to be adequate to absorb an estimate of probable future losses existing at the balance sheet date.
In estimating probable losses, we review accounts based on known customer exposures, historical credit experience, and specific identification of other potentially uncollectible accounts. An accounts receivable balance is considered past due when payment is not received within the stated terms. Accounts that are considered to have higher credit risk are reviewed using information available about the debtor, such as financial statements, news reports and published credit ratings. General information regarding industry trends and the economic environment is also used.
We arrive at an estimated loss for specific concerns and estimate an additional amount for the remainder of trade balances based on historical trends and other factors previously referenced. Balances are written off against the reserve once the Company determines the probability of collection to be remote. The Company generally does not require collateral or other security on trade accounts receivable. Subsequent recoveries, if any, are credited to bad debt expense when received.
Concentrations of Credit Risk
The Company's trade receivables are primarily due from independent dealers who, in turn, carry receivables from their customers. The Company monitors and manages the credit risk associated with individual dealers and direct customers where applicable. Dealers are responsible for assessing and assuming credit risk of their customers and may require their customers to
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provide deposits, letters of credit or other credit enhancement measures. Some sales contracts are structured such that the customer payment or obligation is direct to the Company. In those cases, the Company may assume the credit risk. Whether from dealers or customers, the Company's trade credit exposures are not concentrated with any particular entity.
Inventories
Inventories are valued at the lower of cost or net realizable value and include material, labor and overhead. The Company establishes reserves for excess and obsolete inventory based on prevailing circumstances and judgment for consideration of current events, such as economic conditions, that may affect inventory. The reserve required to record inventory at lower of cost or net realizable value may be adjusted in response to changing conditions, however inventory cannot be subsequently written back up, since the reserve establishes a new (lower) cost basis. The Company recorded inventory reserves reducing finished goods, raw materials, and work in process of $55.2 million and $49.6 million as of May 30, 2026 and May 31, 2025, respectively, to adjust for excess and obsolete inventory. Inventory cost is primarily determined using the first in, first out (FIFO) method. Further information on the Company's recorded inventory balances can be found in Note 4 of the Consolidated Financial Statements.
Goodwill and Indefinite-lived Intangible Assets
The changes in the carrying amount of goodwill, by reporting segment, are as follows:
(In millions) North America Contract(1) International Contract Global Retail(2) Total
Balance at June 1, 2024 $ 584.3 $ 154.0 $ 488.0 $ 1,226.3
Impairment charges — — (92.3) (92.3)
Foreign currency translation adjustments 6.5 5.1 6.8 18.4
Balance at May 31, 2025 $ 590.8 $ 159.1 $ 402.5 $ 1,152.4
Foreign currency translation adjustments 4.3 1.3 3.3 8.9
Balance at May 30, 2026 $ 595.1 $ 160.4 $ 405.8 $ 1,161.3
(1) North America Contract segment had accumulated goodwill impairments of $36.7 million as of May 30, 2026, May 31, 2025, and June 1, 2024.
(2) Global Retail segment had accumulated goodwill impairments of $181.1 million as of May 30, 2026, and May 31, 2025, and $88.8 million as of June 1, 2024.
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Other indefinite-lived assets included in the Consolidated Balance Sheets consist of the following:
(In millions) Indefinite-lived Intangible Assets
Balance at June 1, 2024 $ 465.5
Impairment charges (37.7)
Foreign currency translation adjustments 4.7
Balance at May 31, 2025 $ 432.5
Foreign currency translation adjustments 2.8
Balance at May 30, 2026 $ 435.3
Goodwill
Goodwill is tested for impairment at the reporting unit level annually on March 31, 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. When testing goodwill for impairment, the Company may first assess qualitative factors. If an initial qualitative assessment identifies that it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value, additional quantitative testing is performed. The Company may also elect to bypass the qualitative testing and proceed directly to the quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value.
During the fourth quarter of the current year, the Company performed its annual impairment assessment. For the current year, the Company elected to take a quantitative valuation approach for all four reporting units.
The Company used a weighting of the income and market approaches to estimate the fair value of our reporting units. These approaches are based on a discounted cash flow analysis and observable comparable company information that use several inputs, including:
•actual and forecasted revenue growth rates and operating margins,
•discount rates based on the reporting unit's weighted average cost of capital, and
•revenue and EBITDA of comparable companies.
The Company selected the assumptions used in the financial forecasts using historical data, supplemented by current and anticipated market conditions, management’s long-term strategic plans, and guideline companies.
The test for impairment requires the Company to make several estimates about fair value, most of which are based on projected future cash flows and market valuation multiples.
The Company employed a market-based approach in selecting the discount rate used in our analysis. The discount rate selected represents the market rate of return equal to what the Company believes a market participant would expect to achieve on investments of similar size to each reporting unit.
In completing the goodwill impairment test, the respective fair values were estimated using discount rates ranging from 13.5% to 16.5% and a long-term growth rate of 2.5%. While no impairment was recognized in the current year, the International Contract, Global Retail and Coverings reporting units remain sensitive to changes in key assumptions, including projected revenue growth, operating margins, and discount rates. Management will continue to monitor these reporting units, as adverse changes in market conditions or operating performance could result in future impairment charges. We performed our annual quantitative impairment test as of March 31, 2026. Subsequently, we performed a qualitative assessment from April 1, 2026 to May 30, 2026 to determine if any triggering events occurred. No such events were identified.
During the third quarter of fiscal 2025, management identified impairment triggering events resulting from lower-than-expected operating performance and, accordingly, performed a quantitative goodwill impairment assessment for each reporting unit. As a result, the Company recognized non-cash goodwill impairment charges of $30.1 million and $62.2 million related to the Global Retail and Holly Hunt reporting units, respectively. This impairment was driven primarily by reduced sales and profitability projections, as well as higher discount rates. Additionally, in connection with a third-quarter organizational realignment that modified the Company's reportable segments and reporting units, goodwill was reassigned using a relative fair value approach. This resulted in the transfer of $26.1 million from the Americas Contract reporting unit to International Contract and the reassignment of the remaining $33.0 million of Holly Hunt goodwill to the Global Retail reporting unit. Following this reorganization, the Company's reporting units consisted of North America Contract, International Contract, Global Retail, and Coverings.
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Indefinite-lived Intangible Assets
The Company evaluates indefinite-lived trade name intangible assets for impairment using a qualitative assessment annually. The Company also tests for impairment using a quantitative assessment if events and circumstances indicate that it is more likely than not that the fair value of an indefinite-lived intangible asset is below its carrying amount. 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 fourth quarter of fiscal year 2026 the Company performed its annual test of the indefinite-lived intangible assets. The Company performed qualitative tests over all of the indefinite-lived intangible assets, with the exception of the Knoll, Muuto, and Holly Hunt trade name assets. The Company elected to perform quantitative tests over these assets due to the history of recent impairments and corresponding expectation that there was little cushion between the fair values and carrying values of these assets. As a result of the qualitative and quantitative test over indefinite-lived intangible assets, we concluded there were no impairments in the current year.
In performing quantitative assessments, 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 the current year assessment, the respective fair values were estimated using discount rates ranging from 12.7% to 13.0%, royalty rates ranging from 2.0% to 4.5% and long-term growth rates ranging from 2.5% to 3.0%. The Company’s estimates of the fair value of its indefinite-lived intangible assets are sensitive to changes in the key assumptions above as well as projected financial performance. If the estimated cash flows related to the Company's indefinite-lived intangibles were to decline in future periods, the Company may need to record impairment charges.
In fiscal 2025, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $37.7 million, resulting in impairment charges.
In fiscal 2024, the Company performed quantitative assessments in testing the Knoll product brand and Muuto brand indefinite-lived intangible assets for impairment, which resulted in the carrying values of the trade names exceeding their fair values by $16.8 million, resulting in impairment charges. We performed our annual quantitative impairment test as of March 31, 2026. Subsequently, we performed a qualitative assessment from April 1, 2026 to May 30, 2026 to determine if any triggering events occurred. No such events were identified.
Property, Equipment and Depreciation
Property and equipment are stated at cost. The cost is depreciated over the estimated useful lives of the assets using the straight-line method. Estimated useful lives range from 3 to 10 years for machinery and equipment and do not exceed 40 years for buildings. Leasehold improvements are depreciated over the lesser of the lease term or the useful life of the asset. The Company capitalizes certain costs incurred in connection with the development, testing and installation of software for internal use and cloud computing arrangements. Software for internal use is included in property and equipment and is depreciated over an estimated useful life not exceeding 10 years. Depreciation and amortization expense is included in the Consolidated Statements of Comprehensive Income in the Cost of sales, Selling, general and administrative and Design and research line items.
The following table summarizes our property as of the dates indicated:
(In millions) May 30, 2026 May 31, 2025
Land and improvements $ 56.6 $ 56.3
Buildings and improvements 456.2 407.2
Machinery and equipment 1,150.5 1,107.3
Construction in progress 69.3 68.0
Accumulated depreciation (1,221.3) (1,142.7)
Property and equipment, net $ 511.3 $ 496.1
As of the end of fiscal 2026, outstanding commitments for future capital purchases approximated $82.1 million.
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Other Long-Lived Assets
The Company reviews the carrying value of long–lived assets for impairment when events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. If such indicators are present, the future undiscounted cash flows attributable to the asset or asset group are compared to the carrying value of the asset or asset group. If such assets are considered to be impaired, the impairment amount to be recognized is the amount by which the carrying value of the assets exceeds their fair value.
Amortizable intangible assets within Other amortizable intangibles, net in the Consolidated Balance Sheets consist primarily of patents, trademarks and customer relationships. The customer relationships intangible asset is comprised of relationships with customers, specifiers, networks, dealers and distributors. Refer to the following table for the combined gross carrying value and accumulated amortization for these amortizable intangibles.
May 30, 2026
(In millions) Patent and Trademarks Customer Relationships Designs and Patterns Backlog Other Total
Gross carrying value $ 67.7 $ 366.3 $ 42.9 $ 28.6 $ 12.6 $ 518.1
Accumulated amortization 56.0 188.4 19.4 28.6 11.7 304.1
Net $ 11.7 $ 177.9 $ 23.5 $ — $ 0.9 $ 214.0
May 31, 2025
Patent and Trademarks Customer Relationships Designs and Patterns Backlog Other Total
Gross carrying value $ 65.2 $ 362.8 $ 42.6 $ 28.5 $ 13.8 $ 512.9
Accumulated amortization 52.1 157.8 15.9 28.5 11.1 265.4
Net $ 13.1 $ 205.0 $ 26.7 $ — $ 2.7 $ 247.5
The Company amortizes these assets over their remaining useful lives using the straight-line method over periods ranging from 3 years to 20 years, or on an accelerated basis, to reflect the expected realization of the economic benefits. It is estimated that the weighted-average remaining useful life of the patents and trademarks is approximately 1.5 years and the weighted-average remaining useful life of the customer relationships is 6.7 years.
Estimated amortization expense on existing amortizable intangible assets as of May 30, 2026, for each of the succeeding five fiscal years, is as follows:
(In millions)
2027 $ 35.6
2028 $ 30.9
2029 $ 25.9
2030 $ 20.0
2031 $ 20.0
In the first quarter of fiscal 2025, the decision was made to cease the use of certain leased locations resulting in impairment charges of $17.4 million related to the right of use assets associated with these locations.
The table below provides information related to the impairments recognized in fiscal 2026 and fiscal 2025. These charges are included in "Selling, general and administrative" within the Consolidated Statements of Comprehensive Income.
(In millions) May 30, 2026 May 31, 2025
Property and equipment $ — $ —
Right of use asset — 17.4
Total $ — $ 17.4
Self-Insurance
The Company is partially self-insured for general liability, workers' compensation and certain employee health and dental benefits under insurance arrangements that provide for third-party coverage of claims exceeding the Company's loss retention levels. The Company's health benefit and auto liability retention levels do not include an aggregate stop loss policy. The Company's retention levels designated within significant insurance arrangements as of May 30, 2026, are as follows:
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(In millions) Retention Level (per occurrence)
General liability $ 1.00
Automobile liability $ 1.00
Workers' compensation $ 0.75
Health benefit $ 0.70
The Company maintains self-insurance programs for certain general liability, automobile liability, workers' compensation, and health benefit exposures. Liabilities associated with these programs are estimated using actuarial methods and are included in Other liabilities in the Consolidated Balance Sheets. As of May 30, 2026, and May 31, 2025, the related accrued liabilities were $13.0 million and $13.1 million, respectively.
The Company recognized employee health benefit expense of $59.3 million, $54.0 million, and $52.8 million for the years ended May 30, 2026, May 31, 2025, and June 1, 2024, respectively. Workers' compensation expense totaled $1.6 million, $3.4 million, and $2.5 million for the years ended May 30, 2026, and May 31, 2025, and June 1, 2024.
The actuarial valuations are based on historical information along with certain assumptions about future events. Changes in assumptions for such matters as legal actions, medical costs, payment lag times and changes in actual experience could cause these estimates to change.
Research, Development and Other Related Costs
Research, development, pre-production and start-up costs are expensed as incurred. Research and development ("R&D") costs consist of expenditures incurred during the course of planned research and investigation aimed at discovery of new knowledge useful in developing new products or processes. R&D costs also include the enhancement of existing products or production processes and the implementation of such through design, testing of product alternatives or construction of prototypes. R&D costs included in Design and research expense in the accompanying Consolidated Statements of Comprehensive Income were $66.7 million, $60.7 million and $62.0 million, in fiscal 2026, 2025, and 2024, respectively.
Royalty payments made to designers of the Company's products as the products are sold are variable costs based on product sales. These expenses totaled $33.6 million, $33.1 million and $30.6 million in fiscal years 2026, 2025 and 2024 respectively. They are included in Design and research expense in the accompanying Consolidated Statements of Comprehensive Income.
Revenue Recognition
The Company recognizes revenue when performance obligations, based on the terms of customer contracts, are satisfied. This happens when control of goods and services based on the contract have been conveyed to the customer. Revenue for the sale of products is recognized at the point in time when control transfers, generally upon transfer of title and risk of loss to the customer. Revenue for services is recognized over time as the services are provided.
The Company's contracts with customers include master agreements and certain other forms of contracts, which do not reach the level of a performance obligation until a purchase order is received from a customer. At the point in time that a purchase order under a contract is received by the Company, the collective group of documents represent an enforceable contract between the Company and the customer. While certain customer contracts may have a duration of greater than a year, all purchase orders are less than a year in duration. As of May 30, 2026, all unfulfilled performance obligations are expected to be fulfilled in the next twelve months.
Variable consideration exists within certain contracts that the Company has with customers. We offer various sales incentive programs to our customers, such as rebates and discounts. These programs are adjustments to the selling price and are therefore characterized as variable consideration and recorded as a reduction to net sales. When variable consideration is present, we estimate the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. These estimates require estimating future customer sales volumes and rebate percentages.
Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Adjustments to net sales from changes in variable consideration related to performance obligations completed in previous periods are not material to the Company's financial statements.
The Company accounts for shipping and handling activities as fulfillment activities and these costs are accrued within Cost of sales at the same time revenue is recognized. The Company does not record Net sales and Cost of sales for sales tax, value added tax or other taxes that are collected on behalf of government entities. The Company’s revenue is recorded net of these
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taxes as they are passed through to the relevant government entities. The Company has recognized incremental costs to obtain a contract as an expense when incurred as the amortization period is less than one year. The Company has not adjusted the amount of consideration to be received for any significant financing components as the Company’s contracts have a duration of one year or less.
Leases
The Company accounts for leases in accordance with ASC Topic 842, Leases, (“ASC 842”). For any new or modified lease, the Company, at the inception of the contract, determines whether a contract is or contains a lease. A lease exists when a contract conveys to the customer the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. The Company records right-of use ("ROU") assets and lease obligations for its finance and operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. Upon implementation, the Company elected to not separate lease and non-lease components, for all leases.
As none of the Company’s leases provide an implicit discount rate, the Company uses an estimated incremental borrowing rate at the lease commencement date in determining the present value of the lease payments. Relevant information used in determining the Company’s incremental borrowing rate includes the duration of the lease, location of the lease, and the Company’s credit risk relative to risk-free market rates.
Lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Leases, and any leasehold improvements, are depreciated over the expected lease term. The Company’s leases do not contain any residual value guarantees or material restrictive covenants.
Variable lease costs associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease costs are presented as Operating expenses in the Company’s Consolidated Statements of Comprehensive Income in the same line item as the expense arising from fixed lease payments for operating leases.
The Company determines if an arrangement is a lease at contract inception. Arrangements that are leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. If leased assets have leasehold improvements, the depreciable life of those leasehold improvements are limited by the expected lease term.
ROU assets for operating leases are subject to the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment. The Company monitors for events or changes in circumstances that require a reassessment of a lease. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss.
Cost of Sales
The Company includes material, labor and overhead in cost of sales. Included within these categories are items such as freight charges, warehousing costs, internal transfer costs and other costs of its distribution network.
Selling, General and Administrative
The Company includes costs not directly related to the manufacturing of its products in the Selling, general and administrative line item within the Consolidated Statements of Comprehensive Income. Included in these expenses are items such as compensation expense, rental expense, warranty expense and travel and entertainment expense.
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.
The Company's annual effective tax rate is based on income, statutory tax rates and tax planning strategies available in the various jurisdictions the Company operates. Complex tax laws can be subject to different interpretations by the Company and the respective government authorities. Judgment is required in evaluating tax positions and determining our tax expense. Tax positions are reviewed quarterly and tax assets and liabilities are adjusted as new information becomes available.
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In evaluating the Company's ability to recover deferred tax assets within the jurisdiction from which they arise, the Company considers all positive and negative evidence. These assumptions require judgment about forecasts of future taxable income.
The Organisation for Economic Cooperation and Development ("OECD") has issued new regulations in connection with a global minimum tax regime ("Pillar Two") which is part of the OECD’s broader plan to mitigate tax base erosion and profit shifting by large multinational enterprises ("MNE"). The Pillar Two regulations are effective for income tax years commencing after January 1, 2024 and will apply to MNEs with revenues of at least EUR 750 million. Under the provisions, qualifying MNE groups would pay a 15 percent minimum tax in each of the jurisdictions in which they operate. The Pillar Two guidance includes transitional Country-by-Country Reporting safe harbor rules which intends to mitigate the complexity and compliance for MNEs to avoid both completing a full global anti-base erosion model and paying a top-up tax for jurisdictions where they are eligible for one of three safe harbor tests: (1) de minimis; (2) simplified effective tax rate; and (3) routine profits. Based on the safe harbor calculations using both the simplified effective tax rate and de minimis rules, Pillar Two regulations did not have a material impact on our effective tax rate in fiscal 2026. We continue to monitor developments and administrative guidance related to these regulations to evaluate the potential impact in future periods.
Stock-Based Compensation
The Company has several stock-based compensation plans, which are described in Note 9 of the Consolidated Financial Statements. Our policy is to expense stock-based compensation using the fair-value based method of accounting for all awards granted.
Earnings per Share
Basic earnings per share (EPS) excludes the dilutive effect of common shares that could potentially be issued, due to the exercise of stock options or the vesting of restricted shares and is computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings by the sum of the weighted-average number of shares outstanding, plus all dilutive shares that could potentially be issued. When in a loss position, basic and diluted EPS use the same weighted-average number of shares outstanding. Refer to Note 8 of the Consolidated Financial Statements for further information regarding the computation of EPS.
Comprehensive Income
Comprehensive income consists of net earnings, foreign currency translation adjustments, unrealized holding gains on securities, unrealized gains on interest rate swap agreement and pension and post-retirement liability adjustments. Refer to Note 14 of the Consolidated Financial Statements for further information regarding comprehensive income.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value
The Company classifies and discloses its fair value measurements in one of the following three categories:
•Level 1 — Financial instruments with unadjusted, quoted prices listed on active market exchanges.
•Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-the-counter traded financial instruments. Financial instrument values are determined using prices for recently traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as interest rates and yield curves at commonly quoted intervals.
•Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market activity. Values are determined using significant unobservable inputs or valuation techniques.
See Note 11 of the Consolidated Financial Statements for the required fair value disclosures.
Derivatives and Hedging
The Company calculates the fair value of financial instruments using quoted market prices whenever available. The Company utilizes derivatives to manage exposures to foreign currency exchange rates and interest rate risk. The fair values of all
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derivatives are recognized as assets or liabilities at the balance sheet date. Changes in the fair value of these instruments are reported within Other expense (income), net in the Consolidated Statements of Comprehensive Income, or Accumulated other comprehensive loss within the Consolidated Balance Sheets, depending on the use of the derivative and whether it qualifies for hedge accounting treatment.
Gains and losses on derivatives that are designated and qualify as cash flow hedging instruments are recorded in Accumulated Other Comprehensive Loss, to the extent the hedges are effective, until the underlying transactions are recognized in the Consolidated Statements of Comprehensive Income. Derivatives not designated as hedging instruments are marked-to-market at the end of each period with the results included in Consolidated Statements of Comprehensive Income.
See Note 11 of the Consolidated Financial Statements for further information regarding derivatives.
Recently Adopted Accounting Standards
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 Company adopted ASU 2023-09 for the fiscal year ended May 30, 2026. The modified disclosure requirements of this ASU were applied on a prospective basis and are reflected in Note 10 Income Taxes in the accompanying notes to the consolidated statements.
Recently Issued Accounting Standards Not Yet Adopted
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued this ASU which requires disclosure on an annual and interim basis, in the notes to the financial statements, of disaggregated information about specific categories underlying certain income statement expense line items. In January 2025, the FASB additionally issued ASU 2025-01, which clarified the effective date of ASU 2024-03 for entities that do not have a calendar year-end. The update will be effective in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company expects the adoption of this guidance will modify our disclosures, but we do not expect it to have a material effect on our financial position, results of operations, or cash flows.
We have assessed all ASUs issued but not yet adopted and concluded that those not disclosed are not relevant to the Company or are not expected to have a material impact.
2. Revenue from Contracts with Customers
Disaggregated Revenue
The Company internally reports and evaluates performance based on product categories. These categories include Workplace, Performance Seating, Lifestyle, and Other. A description of these categories is included below.
The Workplace category includes products centered on creating highly functional and productive settings for both groups and individuals. This category focuses on the development of products, beyond seating, that define boundaries, support work, and enable productivity.
The Performance Seating category includes products centered on seating ergonomics, productivity, and function across an evolving and diverse range of settings. This category focuses on the development of ergonomic seating solutions for specific use cases requiring more than basic utility.
The Lifestyle category includes products focused on bringing spaces to life through beautiful yet functional products. This category focuses on the development of products that support a way of living, in thoughtful yet elevated ways. The products in this category help create emotive and visually appealing spaces via a portfolio that offers diversity in aesthetics, price, and performance.
The Other category primarily consists of textiles and uncategorized product sales, and service sales.
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Revenue disaggregated by product type and reportable segment is provided in the table below:
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
North America Contract:
Workplace $ 1,313.7 $ 1,227.8 $ 1,188.3
Performance Seating 346.5 332.3 325.7
Lifestyle 212.1 218.5 218.2
Other 188.9 186.6 190.1
Total North America Contract $ 2,061.2 $ 1,965.2 $ 1,922.3
International Contract:
Workplace $ 187.7 $ 191.2 $ 189.8
Performance Seating 284.3 275.6 262.5
Lifestyle 174.5 164.8 168.0
Other 27.5 28.4 25.3
Total International Contract $ 674.0 $ 660.0 $ 645.6
Global Retail:
Workplace $ 8.8 $ 9.5 $ 13.7
Performance Seating 218.2 203.3 191.3
Lifestyle 877.4 830.4 854.1
Other 2.1 1.5 1.4
Total Global Retail $ 1,106.5 $ 1,044.7 $ 1,060.5
Total $ 3,841.7 $ 3,669.9 $ 3,628.4
MillerKnoll, Inc.:
Workplace $ 1,510.2 $ 1,428.5 $ 1,391.8
Performance Seating 849.0 811.2 779.5
Lifestyle 1,264.0 1,213.7 1,240.3
Other 218.5 216.5 216.8
Total MillerKnoll, Inc. $ 3,841.7 $ 3,669.9 $ 3,628.4
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. The prior year amounts have been recast to reflect these changes.
Refer to Note 13 of the Consolidated Financial Statements for further information related to our segments.
Sales by geographic area are based on the location of the customer. 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.
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Net sales:
United States $ 2,751.8 $ 2,608.4 $ 2,570.0
International 1,089.9 1,061.5 1,058.4
Total $ 3,841.7 $ 3,669.9 $ 3,628.4
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Concentration of Customers
No single dealer accounted for more than 2% of the Company's net sales in the fiscal year ended May 30, 2026. The Company estimates that the largest single end-user customer accounted for $196.8 million, $197.4 million and $180.3 million of the Company's net sales in fiscal 2026, 2025 and 2024, respectively. This represents approximately 5% of the Company's net sales in fiscal 2026, 5% in 2025, and 5% in 2024. The Company's ten largest customers in the aggregate accounted for approximately 16% of net sales in fiscal 2026, 18% of net sales in fiscal 2025, and 16% of net sales in fiscal 2024.
Contract Assets and Contract Liabilities
The Company records contract assets and contract liabilities related to its revenue generating activities. Contract assets represent the Company's rights to consideration in exchange for goods or services transferred to customers when those rights are conditioned on something other than the passage of time. Contract liabilities represent the Company's obligation to transfer goods or services to customers for which consideration has been received or is due from the customer. Receivables are recognized separately when the Company's right to consideration becomes unconditional and only the passage of time is required before payment is due. Such amounts are recorded within Accounts receivable, net in the Consolidated Balance Sheets.
Contract assets also include amounts that are conditional because certain performance obligations in contracts with customers are incomplete as of the balance sheet date. These contract assets generally arise due to contracts with customers that include multiple performance obligations, e.g., both the product that is shipped to the customer by the Company, as well as installation services provided by independent third-party dealers. For these contracts, the Company recognizes revenue upon satisfaction of the product performance obligation. These contract assets are included in Unbilled accounts receivable in the Consolidated Balance Sheets until all performance obligations in the contract with the customer have been satisfied.
Contract liabilities represent deposits made by customers before the satisfaction of performance obligation and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized. These customer deposits are included within Customer deposits in the Consolidated Balance Sheets. During the twelve months ended May 30, 2026, the Company recognized net sales of $89.4 million related to customer deposits that were included in the balance sheet as of May 31, 2025. During the twelve months ended May 31, 2025, the Company recognized net sales of $87.9 million related to customer deposits that were included in the balance sheet as of June 1, 2024.
3. 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.
The Company’s net cash pool position consisted of the following:
(In millions) May 30, 2026 May 31, 2025
Gross cash position $ 131.9 $ 99.4
Less: cash borrowings (131.2) (98.0)
Net cash position $ 0.7 $ 1.4
The Company holds cash equivalents as part of its cash management function. Cash equivalents include money market funds and time deposit investments with original maturities of less than three months. The carrying value of cash equivalents, which approximates fair value, totaled $31.5 million and $34.0 million as of May 30, 2026 and May 31, 2025, respectively.
All cash equivalents are high-credit quality financial instruments and the amount of credit exposure to any one financial institution or instrument is limited.
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4. Inventories
(In millions) May 30, 2026 May 31, 2025
Finished goods and work in process $ 373.5 $ 329.5
Raw materials 114.9 118.0
Total $ 488.4 $ 447.5
5. Short-Term Borrowings and Long-Term Debt
Long-term debt consisted of the following obligations:
(In millions) May 30, 2026 May 31, 2025
Syndicated revolving line of credit, due April 2030 $ 309.2 $ 330.8
Term Loan A, 5.3703%, due April 2030 392.5 400.0
Term Loan B, 5.6203%, due August 2032 547.3 603.1
Accounts Receivable Securitization Facility, 4.6950% due September 2028 42.9 —
Supplier financing program 1.8 2.0
Finance lease liability 0.9 1.1
Total debt $ 1,294.6 $ 1,337.0
Less: Unamortized discount and issuance costs (8.9) (10.4)
Less: Current debt (25.1) (16.0)
Long-term debt $ 1,260.6 $ 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 (the "Revolver") and two term loans. The Revolver provided the Company with up to $725.0 million in revolving variable interest borrowing capacity. 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.
In April 2025, the Company entered into an amendment to the Credit Agreement. Amended terms for the Revolver and Term Loan A included 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 down. At the time of the amendment, the outstanding principal balance of Term Loan A had been reduced below its original principal amount of $400.0 million through scheduled repayments. In connection with the amendment, the Company increased borrowings under Term Loan A to $400.0 million and used the additional proceeds to reduce the outstanding Revolver balance. The Revolver continues to be a $725.0 million facility.
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 Consolidated Statements of Comprehensive Income. Debt issuance costs and discounts are deferred and amortized to interest expense over the term of the related debt using the effective interest method. These costs are presented as a direct deduction from the carrying amount of the related debt liability on the Consolidated Balance Sheets.
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. 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 Consolidated Statements of Comprehensive Income.
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.
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Excluding cash flows related to the refinancing of debt that occurred during the year ended May 30, 2026, the Company made aggregate principal payments of $7.5 million and $4.3 million on Term Loan A and B, respectively. During the year ended May 31, 2025, the Company made aggregate principal payments of $35.0 million and $6.3 million on Term Loan A and B, respectively. The Company made interest payments of $62.9 million, $69.1 million, and $70.6 million for the years ended May 30, 2026, May 31, 2025, and June 1, 2024, respectively.
Available borrowings under the syndicated revolving line of credit were as follows for the periods indicated:
(In millions) May 30, 2026 May 31, 2025
Syndicated revolving line of credit borrowing capacity $ 725.0 $ 725.0
Less: Borrowings under the syndicated revolving line of credit 309.2 330.8
Less: Outstanding letters of credit 11.8 12.0
Available borrowings under the syndicated revolving line of credit $ 404.0 $ 382.2
The senior secured revolving credit facility restricts, without prior consent, the Company's borrowings, capital leases, investments, liens, mergers, consolidations, restricted payments, and the sale of certain assets. In addition, for the Revolver and Term Loan A, the Company agreed to a maximum first lien secured net leverage ratio covenant which is measured by the ratio of first lien debt (less unrestricted cash) to trailing four quarter adjusted consolidated EBITDA (as defined in the credit agreement) and is required to be less than 4.00:1 for each trailing four quarter period except that the Company may elect, under certain conditions, a step-up in the covenant level of 0.50-1.00 for the four subsequent trailing four quarter periods immediately following a permitted acquisition. Adjusted EBITDA is generally defined in the credit agreement as EBITDA adjusted by certain items which include non-cash share-based compensation, non-recurring restructuring costs and extraordinary items. At May 30, 2026 the Company was in compliance with these restrictions and performance ratios.
At May 30, 2026, aggregate annual maturities and scheduled payments of long-term debt are as follows:
(In millions)
2027 $ 25.1
2028 25.8
2029 76.2
2030 642.2
2031 5.5
Thereafter 519.8
Total $ 1,294.6
Accounts Receivable Securitization Facility
In September 2025, the Company entered into a three-year accounts receivable securitization facility (the "Facility"), scheduled to terminate September 2028, in the aggregate amount of up to $90.0 million. 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 Consolidated Financial Statements and therefore the accounts receivable owned by it are included in our Consolidated Balance Sheets. 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 May 30, 2026, the SPE held $42.9 million of accounts receivable. The securitization is treated as a secured borrowing for accounting purposes. The outstanding balance as of May 30, 2026 is reported in Long-term debt in the Consolidated Balance Sheets.
Supplier Financing Program
The Company has an agreement with a third-party financial institution that allows certain participating suppliers the ability to finance payment obligations from the Company. Under this program, participating suppliers may finance payment obligations of the Company, prior to their scheduled due dates, at a discounted price to the third-party financial institution.
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 Consolidated Balance Sheets as the amounts have been accounted for by the Company as a current debt, within "Short-term borrowings and current portion of long-term debt". The liability related to the supplier financing program was $1.8 million as of May 30, 2026 and $2.0 million as of May 31, 2025.
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6. Leases
The Company has leases for retail stores, showrooms, manufacturing facilities, warehouses and vehicles, which expire at various dates through 2042. Certain lease agreements include contingent rental payments based on per unit usage over a contractual amount and others include rental payments adjusted periodically for inflationary indexes.
The Company's lease costs recognized in the Consolidated Statements of Comprehensive Income consist of the following:
Year Ended Year Ended
(In millions) May 30, 2026 May 31, 2025
Operating lease costs $ 96.3 $ 90.7
Short-term lease costs 4.6 5.2
Variable lease costs 16.5 16.7
Total $ 117.4 $ 112.6
The Company has financing lease agreements that expire from fiscal 2027 to fiscal 2030. As of May 30, 2026, the Company had financing lease liabilities of $0.9 million. The leases have initial lease terms that range from 3 to 6 years, with certain agreements containing renewal options.
The undiscounted annual future minimum lease payments related to the Company's right-of-use assets are summarized by fiscal year in the following table:
(In millions)
2027 $ 111.8
2028 100.0
2029 89.9
2030 82.5
2031 70.6
Thereafter 166.8
Total lease payments* $ 621.6
Less interest 105.8
Present value of lease liabilities $ 515.8
*Lease payments exclude $73.5 million of legally binding minimum lease payments for leases signed but not yet commenced.
Supplemental cash flow and other lease information as of and for periods indicated, includes (dollars in millions):
Year Ended Year Ended
May 30, 2026 May 31, 2025
Weighted-average remaining lease term (in years)
Operating leases 6.6 6.6
Finance leases 2.9 3.8
Weighted-average discount rate
Operating leases 5.2 % 3.6 %
Finance leases 6.0 % 3.3 %
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 96.8 $ 148.5
Operating cash flows from finance leases 0.2 0.1
Financing cash flows from finance leases 0.3 0.3
ROU assets obtained in exchange for new operating lease liabilities
Operating leases $ 91.5 $ 124.3
Finance leases — —
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7. Employee Benefit Plans
Pension Plan
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 had been the last day of the fiscal year and the plan was frozen to new participants. In the second quarter of fiscal 2025, the Company completed the termination of the defined-benefit pension plan held by the Knoll subsidiary, which was fully funded as of November 30, 2024. During the second quarter of fiscal 2025, the Company settled its obligations under the plan by providing lump-sum payments of $39.9 million to eligible participants who elected to receive them and entering into an annuity purchase contract for the remaining liability of $84.7 million. The Company recognized a pension plan termination gain of $1.5 million during the twelve months ended May 31, 2025, which represents the acceleration of unamortized net actuarial losses previously included within accumulated other comprehensive income. The gain was recorded in Other (income) expense, net within our Consolidated Statements of Comprehensive Income.
Benefit Obligations and Funded Status
The following table presents, for the fiscal years noted, a summary of the changes in the projected benefit obligation, plan assets and funded status of the Company's pension plans:
(In millions) 2026 2025
International Domestic International
Change in benefit obligation:
Benefit obligation at beginning of year $ 77.9 $ 125.9 $ 81.2
Interest cost 4.1 2.7 4.3
Plan settlements — (123.5) —
Foreign exchange impact (0.1) — 4.5
Actuarial loss (gain) (1) 1.4 (1.3) (8.1)
Benefits paid (3.8) (3.8) (4.0)
Benefit obligation at end of year $ 79.5 $ — $ 77.9
Change in plan assets:
Fair value of plan assets at beginning of year $ 87.3 $ 123.1 $ 89.3
Actual return on plan assets 6.9 6.0 (3.2)
Foreign exchange impact — — 4.9
Employer contributions 1.0 — 0.3
Asset reversion — (0.6) —
Plan settlements — (123.5) —
Actual expenses paid — (1.2) —
Benefits paid (3.8) (3.8) (4.0)
Fair value of plan assets at end of year $ 91.4 $ — $ 87.3
Funded status:
Over funded status at end of year $ 11.9 $ — $ 9.4
Components of the amounts recognized in the Consolidated Balance Sheets:
Non-current assets $ 11.9 $ — $ 9.4
Components of the amounts recognized in Accumulated other comprehensive loss before the effect of income taxes:
Prior service cost $ 0.2 $ — $ 0.3
Unrecognized net actuarial loss 31.3 — 31.1
Accumulated other comprehensive loss $ 31.5 $ — $ 31.4
(1) In fiscal 2026 and 2025, the net actuarial loss (gain) includes amounts resulting from changes in actuarial assumptions utilized to calculate our benefit plan obligations such as the weighted-average discount rate.
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The accumulated benefit obligation for the Company's pension plans totaled $76.8 million and $75.3 million as of the end of fiscal 2026 and fiscal 2025, respectively.
The following table is a summary of the annual (income) cost related to the Company's pension plans:
Components of Net Periodic Benefit Costs and Other Changes Recognized in Other Comprehensive Income (Loss):
(In millions) 2026 2025 2024
International Domestic International Domestic International
Service cost $ — $ 0.9 $ — $ — $ —
Interest cost 4.1 2.7 4.3 6.1 4.1
Expected return on plan assets (6.1) (2.0) (5.7) (9.1) (5.0)
Pension plan termination gain — (1.5) — — —
Expected administrative expenses — — — 0.7 —
Amortization of prior service cost 0.1 — 0.1 — 0.1
Amortization of net loss (gain) 0.5 — 0.6 (0.1) —
Net periodic (income) benefit cost $ (1.4) $ 0.1 $ (0.7) $ (2.4) $ (0.8)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss):
(In millions) 2026 2025
International Domestic International
Net actuarial loss (gain) $ 0.5 $ (4.1) $ 0.9
Net amortization (0.6) — (0.7)
Pension plan termination gain — 1.5 —
Total recognized in other comprehensive loss $ (0.1) $ (2.6) $ 0.2
Actuarial Assumptions
The weighted-average actuarial assumptions used to determine the benefit obligation amounts and the net periodic benefit cost for the Company's pension plans are as follows:
Weighted-average assumptions used in the determination of net periodic benefit cost:
(Percentages) 2026 2025 2024
International Domestic International Domestic International
Discount rate 5.82 5.10 5.18 5.17 5.34
Compensation increase rate 2.80 N/A 3.15 N/A 3.00
Expected return on plan assets 5.95 4.46 5.40 6.80 4.80
Weighted-average assumptions used in the determination of the projected benefit obligations:
Discount rate 5.94 N/A 5.82 5.10 5.18
Compensation increase rate 2.95 N/A 2.00 N/A 3.15
For the international plan, the Company uses a full yield curve approach to estimate the benefit obligation discount rate and the interest component of net periodic benefit cost for pension benefits. This method applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
Plan Assets and Investment Strategies
The assets of the Company's employee benefit plan consist mainly of listed fixed income obligations and common/collective trusts. The Company's primary objective for invested pension plan assets is to provide for sufficient long-term growth and liquidity to satisfy all of its benefit obligations over time. Accordingly, the Company has developed an investment strategy that it believes maximizes the probability of meeting this overall objective. This strategy includes the development of a target investment allocation by asset category in order to provide guidelines for making investment decisions. This target allocation emphasizes the long-term characteristics of individual asset classes as well as the diversification among multiple asset classes. In developing its strategy, the Company considered the need to balance the varying risks associated with each asset class with the long-term nature of its benefit obligations.The Company's strategy is to increase the level of fixed income investments as the funding status improves, thereby more closely matching the return on assets with the liabilities of the plan.
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The Company utilizes independent investment managers to assist with investment decisions within the overall guidelines of the investment strategy. The target asset allocation at the end of fiscal 2026 and asset categories for the Company's pension plans for fiscal 2026 and 2025 are as follows:
Targeted Asset Allocation Percentage
Asset Category 2026 2025
International International
Fixed income 74% 74%
Cash 1% 1%
Common collective trusts 25% 25%
Total 100% 100%
Percentage of Plan Assets at Year End
2026 2025
International International
Fixed income 61% 63%
Cash 13% 12%
Common collective trusts 26% 25%
Total 100% 100%
May 30, 2026
(In millions) International
Asset Category Level 1 Level 2 Total
Cash and cash equivalents $ 12.3 $ — $ 12.3
Foreign government obligations — 55.5 55.5
Common collective trusts-balanced — 23.6 23.6
Total $ 12.3 $ 79.1 $ 91.4
May 31, 2025
(In millions) International
Asset Category Level 1 Level 2 Total
Cash and cash equivalents $ 10.3 $ — $ 10.3
Foreign government obligations — 54.8 54.8
Common collective trusts-balanced — 22.2 22.2
Total $ 10.3 $ 77.0 $ 87.3
Cash Flows
The Company reviews pension funding requirements to determine the contribution to be made in the next year. Actual contributions will be dependent upon investment returns, changes in pension obligations and other economic and regulatory factors. During fiscal 2026 and fiscal 2025, the Company made total cash contributions of $0.9 million and $0.3 million, respectively, to its pension plans.
The Company expects to contribute approximately $0.2 million to its pension plan in fiscal 2027. The following represents a summary of the benefits expected to be paid by the plan in future fiscal years. These expected benefits were estimated based on the same actuarial valuation assumptions used to determine benefit obligations at May 30, 2026.
(In millions) Pension Benefits
2027 $ 5.5
2028 $ 4.2
2029 $ 4.9
2030 $ 5.4
2031 $ 5.8
2032 - 2036 $ 27.8
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401(k) Plan
Substantially all of the Company’s domestic employees are eligible to participate in a defined contribution retirement plan, primarily the MillerKnoll Retirement Plan. Employees under the plan are eligible to begin participating on their date of hire. The Company contributes to the plans as matching contributions a certain percentage of the participant’s salary deferral, subject to certain limitations defined in the plan documents. The Company’s other defined contribution retirement plans may provide for matching contributions, non-elective contributions and discretionary contributions as declared by management.
The expense recorded for the Company's 401(k) matching and other discretionary contributions was $23.3 million, $23.1 million and $22.0 million in fiscal years 2026, 2025 and 2024, respectively.
8. Common Stock and Per Share Information
The following table details the inputs used in the calculations of basic and diluted EPS for each of the last three fiscal years:
(In millions, except shares) 2026 2025 2024
Numerator:
Numerator for both basic and diluted EPS, Net earnings (loss) attributable to MillerKnoll, Inc. $ 91.5 $ (36.9) $ 82.3
Denominator:
Denominator for basic EPS, weighted-average common shares outstanding 68,736,117 68,977,267 73,291,939
Potentially dilutive shares resulting from stock plans 585,544 — 662,817
Denominator for diluted EPS 69,321,661 68,977,267 73,954,756
Earnings (loss) per share - basic $ 1.33 $ (0.54) $ 1.12
Earnings (loss) per share - diluted $ 1.32 $ (0.54) $ 1.11
Equity awards of 4,093,505 shares, 2,773,092 shares and 2,198,708 shares of common stock were excluded from the denominator for the computation of diluted earnings per share for the fiscal years ended May 30, 2026, May 31, 2025, and June 1, 2024, respectively, because they were anti-dilutive.
Common Stock
On January 16, 2019, the Company announced a share repurchase plan authorized by the Board of Directors providing for a share repurchase authorization of $250.0 million with no specified expiration date. On July 16, 2024, the Company announced that the Board of Directors approved an increase to this repurchase plan to authorize an additional $200.0 million to fund share repurchases. The approximate dollar value of shares available for purchase under the plan was $164.9 million as of May 30, 2026. During fiscal year 2026, 2025, and 2024, shares repurchased under the repurchase plan totaled 965,907, 3,291,176, and 6,022,646 shares respectively.
9. Stock-Based Compensation
The Company utilizes stock-based compensation incentives as a component of its employee and non-employee director and officer compensation philosophy. A committee of the Board of Directors determines the terms of the awards granted and may grant various forms of equity-based incentive compensation. Currently, these incentives consist principally of stock options, restricted stock units, performance stock units, deferred stock units, and restricted shares. For all stock-based compensation plans, the Company issues authorized but unissued shares to fulfill plan terms.
Since the inception of the employee stock purchase plan, 5,500,000 shares of common stock have been authorized for issuance and 1,276,552 shares remain available for future purchases as of May 30, 2026. At May 30, 2026, there were 19,864,945 shares authorized for issuance under active long-term incentive compensation plans: 7,182,670 and 12,682,275 shares authorized under the MillerKnoll, Inc. 2020 Long Term Incentive Plan and the MillerKnoll, Inc. 2023 Long-Term Incentive Plan (jointly referred to as the "LTIP"), respectively. There were 6,540,967 shares available for issuance under the LTIP as of May 30, 2026.
Valuation and Expense Information
The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. This compensation expense is recognized over the requisite service period, which includes any applicable performance period. Certain Company stock-based compensation awards contain provisions that allow
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for continued vesting into retirement. 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 classifies pre-tax stock-based compensation expense primarily within Operating expenses in the Consolidated Statements of Comprehensive Income. Excluding fully vested and non-forfeitable deferred stock units described under "Director Fees and Director Deferred Compensation Plan" below, pre-tax compensation expense and the related income tax benefit for all types of stock-based programs were as follows for the periods indicated:
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Employee stock purchase program $ 0.5 $ 0.5 $ 0.5
Stock options 1.5 3.5 7.7
Restricted stock units 17.7 22.6 8.7
Performance share units 6.3 5.2 3.4
Restricted stock awards — — 0.3
Total $ 26.0 $ 31.8 $ 20.6
Tax benefit $ 6.3 $ 7.7 $ 5.0
As of May 30, 2026, total pre-tax stock-based compensation cost not yet recognized related to non-vested awards was approximately $15.1 million. The weighted-average period over which this amount is expected to be recognized is 1.3 years.
General terms, activity, and valuation methodology for each of the Company's stock-based compensation plans are as follows:
Employee Stock Purchase Program
The Company has an employee stock purchase plan (“ESPP”) which allows for eligible employees to participate in the purchase of shares of the Company’s common stock at a price equal to 85% of the closing price on the date of purchase, which coincides with the last trading day of each fiscal quarter. The ESPP is considered a liability award with estimated expense recognized over the three-month offering period which is subsequently adjusted to actual expense based on the fair value as of the date of purchase. Shares of common stock purchased under the ESPP were 174,824, 155,758, and 139,211 during the fiscal years ended 2026, 2025 and 2024 respectively.
Stock Options
The Company grants options to purchase the Company's stock to certain key employees and non-employee directors under its LTIP. Under the current award program, all options become exercisable between one year and three years from the date of grant and expire ten years from the date of grant. Most options are subject to graded vesting, and the related compensation expense is based on the fair value of the stock options on the date of grant using the Black-Scholes model and is recognized on a straight-line basis over the requisite service period.
No stock options were granted during fiscal 2026; accordingly, no valuation assumptions are presented for that period. In fiscal 2025, there was one stock option valuation date. In fiscal 2024, there were two stock option valuation dates. Therefore, the table below has been presented with the assumptions relevant to each valuation date. The Company estimated the fair value of stock options on the date of grant using the Black-Scholes model. In determining these values, the following weighted-average assumptions were used for the options granted during the fiscal years indicated:
2025 2024
Valuation Method Black-Scholes Black-Scholes
Risk-free interest rates (1) 4.53% 3.76% to 3.94%
Expected term of options (2) 5.3 years 4.9 years
Expected volatility (3) 50.33% 49.33% to 50.26%
Dividend yield (4) 3.13% 2.90% to 4.79%
Weighted-average grant-date fair value of stock options:
Granted with exercise prices equal to the fair market value of the stock on the date of grant $ 8.48 $ 9.61
Granted with exercise prices greater than the fair market value of the stock on the date of grant N/A $ 4.94
(1) Represents term-matched, zero-coupon risk-free rate from the Treasury Constant Maturity yield curve, continuously compounded.
(2) Represents historical settlement data, using midpoint scenario with 1-year grant date filter assumption for outstanding options.
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(3) The blended volatility approach was used. 90% term-matched historical volatility from daily stock prices and 10% weighted average implied volatility from the 30 days preceding the grant date for fiscal 2025 and the 90 days preceding the grant date for fiscal 2024.
(4) Represents the quarterly dividend divided by the three-month average stock price as of January 13, 2025, July 14, 2023, and January 12, 2024 for 2025, and 2024, respectively.
The following is a summary of stock option activity during fiscal 2026:
Shares Under Option Weighted-Average Exercise Prices Aggregate Intrinsic Value(in millions) Weighted-Average Remaining Contractual Term (Years)
Outstanding at May 31, 2025 4,256,929 $ 24.19 $ — 6.5
Granted — —
Exercised (23,453) 20.00
Forfeited or expired (371,605) 22.06
Outstanding at May 30, 2026 3,861,871 24.42 — 5.3
Exercisable at end of period 3,325,611 $ 25.13 $ — 5.0
The weighted-average remaining recognition period of the outstanding stock options at May 30, 2026, was 0.13 years. The total pre-tax intrinsic value of options exercised was $0.1 million, $0.7 million, and $0.4 million in fiscal 2026, fiscal 2025, and fiscal 2024, respectively. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value. Based on the Company's closing stock price as of the end of the period presented, the options were not in-the-money as of that date. Total cash received during fiscal 2026 from the exercise of stock options was approximately $0.5 million.
Restricted Stock Units
The Company grants time-based restricted stock units to certain key employees under its LTIP. As of the end of fiscal 2026, awards outstanding generally cliff-vest or vest ratably over a three-year service period. Prorated vesting occurs under certain circumstances and full or partial accelerated vesting occurs upon retirement. Awards granted in fiscal 2026 had a graded vesting schedule of 33%, 33%, and 33% after the first, second, and third year, respectively. Each restricted stock unit represents one equivalent share of the Company's common stock to be issued, free of restrictions, after the vesting period. Compensation expense is based on the grant-date fair value and recognized on a straight-line basis over the requisite service period. Dividend reinvestment units are credited on the dividend payable date and vest with the underlying shares. The units do not entitle participants to the rights of holders of common stock, such as voting rights, until shares are issued after vesting.
The following is a summary of restricted stock unit activity during fiscal 2026:
Share Units Weighted AverageGrant-DateFair Value Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Term (Years)
Outstanding at May 31, 2025 1,571,198 $ 25.22 $ 26.7 0.7
Granted 1,202,060 19.59
Forfeited (142,564) 20.79
Released (968,092) 26.49
Outstanding at May 30, 2026 1,662,602 $ 20.94 $ 27.4 0.9
The weighted-average remaining recognition period of the outstanding restricted stock units at May 30, 2026, was 1.31 years. The total market value of the units that vested during the twelve months ended May 30, 2026, was $18.1 million. The weighted-average grant-date fair value of restricted stock units granted during 2026, 2025, and 2024 was $19.59, $28.24, and $17.30, respectively.
Performance Stock Units
The Company grants performance-based restricted stock units, commonly referred to as performance stock units, to certain key employees under its LTIP that vest subject to the satisfaction of pre-established financial and non-financial metrics. Each performance stock unit represents one equivalent share of the Company's common stock. The number of shares of Company common stock ultimately issued in connection with these performance stock units will be determined based on attainment of the pre-established metrics over a defined three-year service period. For fiscal 2024, fiscal 2025 and fiscal 2026, this calculation is adjusted by a relative total shareholder return modifier on all performance-based awards granted. Compensation expense is recognized over the requisite service period on a straight-line basis and based on the grant-date fair value. For certain awards
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incorporating a market condition, grant-date fair value is determined using a Monte Carlo simulation. For each tranche, fair value is determined on the date performance metrics are approved. Performance stock units awarded under the LTIP do not have dividend rights.
The following is a summary of performance stock unit activity during fiscal 2026:
Share Units Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value (in millions) Weighted-Average Remaining Contractual Term (Years)
Outstanding at May 31, 2025 627,912 $ 25.29 $ 10.6 0.9
Granted 378,039 18.83
Forfeited (256,956) 23.54
Released (121,312) 20.35
Outstanding at May 30, 2026 627,683 $ 23.09 $ 10.2 1.0
The weighted-average remaining recognition period of the outstanding performance stock units at May 30, 2026, was 1.0 year. The total market value for shares vested in a prior fiscal year but deferred that were released during the twelve months ended May 30, 2026, was $0.01 million; the fair value for shares vested during the twelve months ended May 30, 2026, was $2.2 million. The weighted-average grant-date fair value of performance stock units granted during fiscal 2026, 2025, and 2024 was $18.83, $28.04, and $18.39, respectively.
Executive Deferred Compensation Plan
The MillerKnoll, Inc. Executive Equalization Retirement Plan, as amended (the "Executive Equalization Plan"), is a supplemental deferred compensation plan that was made available for salary deferrals and Company contributions beginning in January 2008. The plan is available to a select group of management or highly compensated employees who are selected for participation by the Compensation Committee of the Board of Directors. The plan allows participants to defer up to 50% of their base salary and up to 100% of their incentive cash bonus. Company contributions to the plan “mirror” the amounts the Company would have contributed to the various qualified retirement plans had the employee's compensation not been above the IRS statutory ceiling ($360,000 in 2026). The Company does not guarantee a rate of return for amounts deferred pursuant to this plan. Instead, participants make investment elections for their deferrals and Company contributions which are subject to market conditions.
In the Executive Equalization Plan, investment options are the same as those available under the MillerKnoll Retirement Plan, except the Company stock fund is excluded from the Executive Equalization Plan. At the time(s) specified by the participant for receipt of this deferred compensation, these deferred amounts will be paid to the participant in cash.
In accordance with the terms of the Executive Equalization Plan and the Director Plan described below, participant deferrals and Company contributions have been placed in a Rabbi trust. The assets in the Rabbi trust remain subject to the claims of creditors of the Company and are not the property of the participant. Investments in securities other than the Company's common stock are included within the Other assets line item, while the remaining investments in the Company's stock are included in the line item Deferred compensation plan in the Company's Consolidated Balance Sheets.
The Company records a liability equal to the value of the related Rabbi trust assets, which is included in Other liabilities in the Company's Consolidated Balance Sheets. The recorded liability was $22.8 million and $18.0 million as of May 30, 2026 and May 31, 2025, respectively. Realized and unrealized gains and losses for investment assets other than Company common stock are recognized within the Company's Consolidated Statements of Comprehensive Income in the Interest and other investment income line item. The associated changes to the liability are recorded as compensation expense within the Selling, general and administrative line item within the Company's Consolidated Statements of Comprehensive Income. The net effect of any change to the asset and corresponding liability is offset and has no impact on net earnings in the Consolidated Statements of Comprehensive Income.
Director Fees and Director Deferred Compensation Plan
The Director Plan allows the Company's non-employee directors to elect to receive their director fees in one or more of the following forms: cash, deferred cash, unrestricted Company shares at the market value at the date of grant, stock options, or shares of common stock to be received on a deferred basis, as described below. Stock options granted as director compensation are fully vested upon grant, expire in 10 years, and have an exercise price equal to the fair market value of the Company's common stock on the date of grant. Beginning in January 2022, not less than 50% of annual director fees must be paid in the form of Company equity.
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The Amended and Restated MillerKnoll, Inc, Director Deferred Compensation Plan (the "Director Plan") allows non-employee directors of the Company to defer all or a portion of their annual director fees in either a deferred cash account or, beginning in January 2022, a deferred stock account.
In the deferred cash account, investment options are the same as those available under the MillerKnoll Retirement Plan, except the Company stock fund is excluded from the deferred cash account. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in cash.
In the deferred stock account, deferred stock units (“DSUs”) are credited to the director with each unit representing one equivalent share of the Company's common stock to be issued after the deferral period. The deferred stock units are valued at the market price of the Company's common stock on the date of grant, and the value of the units credited are expensed on the date of grant. Each time a dividend is paid on the Company's common stock, the director is credited with dividend equivalent units. At the time(s) specified by the director for receipt of this deferred compensation, these deferred amounts will be paid to the director in shares of the Company's common stock. The units do not entitle the directors to the rights of holders of common stock, such as voting rights, until shares are issued.
During fiscal year 2026, 18,976 DSUs were credited and 18,312 DSUs were released to directors pursuant to the Director Plan. The total fair value of deferred stock units issued during fiscal year 2026 was $0.3 million. At May 30, 2026, there were 75,434 deferred stock units outstanding, all of which are vested, with an aggregate intrinsic value of $1.2 million. The weighted-average grant date fair value of deferred stock units granted during 2026, 2025, and 2024 was $19.50 , $22.79, and $25.47 per share, respectively.
All amounts deferred by directors pursuant to the Director Plan are fully vested and nonforfeitable.
The following amounts and types of Company equity were issued to non-employee directors during the fiscal years indicated:
2026 2025 2024
Shares of common stock 53,324 48,387 31,379
Deferred stock units pursuant to the Director Plan 16,000 22,532 16,490
Stock options — 9,905 8,377
10. Income Taxes
The components of earnings (loss) before income taxes are as follows:
(In millions) 2026 2025 2024
Domestic $ 16.2 $ (132.8) $ (24.8)
Foreign 112.0 110.9 124.5
Total $ 128.2 $ (21.9) $ 99.7
The provision (benefit) for income taxes consists of the following:
(In millions) 2026 2025 2024
Current: Domestic - Federal $ 1.2 $ 15.8 $ 10.8
Domestic - State 6.2 5.9 7.4
Foreign 36.6 34.7 34.6
44.0 56.4 52.8
Deferred: Domestic - Federal 1.6 (28.4) (22.2)
Domestic - State (3.1) (6.1) (6.5)
Foreign (10.1) (10.3) (9.4)
(11.6) (44.8) (38.1)
Total income tax provision $ 32.4 $ 11.6 $ 14.7
During fiscal 2026, the Company incurred net operation losses ("NOL") of $13.8 million in certain foreign jurisdictions, the majority of which were in the United Kingdom and Mexico, resulting in a deferred tax asset of $3.7 million related to the current-year build of foreign NOL carryforwards. This amount is included in the deferred tax benefit above. The Company expects to utilize these carryforwards in future periods based on projected taxable income and has not recorded a valuation allowance against this asset.
The following table represents a reconciliation of the U.S. federal statutory rate of 21.0% to the Company's effective rate for fiscal 2026, in accordance with our adoption of ASU 2023-09:
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(In millions) 2026
U.S. Federal Statutory Tax Rate $26.9 21.0 %
United States
State and Local Income Taxes** 2.5 2.0 %
Domestic Federal
Effect of Cross-Border Tax Laws
Foreign Derived Intangible Income (1.9) (1.5) %
Global Intangible Low-Taxed Income 1.6 1.2 %
Other 0.1 0.1 %
Tax Credits
R&D Credit (4.7) (3.7) %
Other (0.9) (0.7) %
Changes in Valuation Allowances 1.0 0.8 %
Nontaxable or Nondeductible Items
Officers Compensation Limitation 3.0 2.3 %
Meals and Entertainment 1.4 1.1 %
Other 0.4 0.3 %
Other Adjustments (0.1) (0.1) %
Foreign Tax Effects
China
Withholding Taxes 1.4 1.1 %
Other 0.9 0.7 %
Other Foreign Jurisdictions 0.8 0.6 %
Changes in Unrecognized Tax Benefits — — %
Income Tax Expense $ 32.4 25.3 %
**California and Texas comprise the majority (greater than 50%) of the tax effect in this category
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The following table represents a reconciliation of the U.S. federal statutory rate of 21.0% to the Company's effective rate for income taxes for fiscal 2025 and fiscal 2024, prior to the adoption of ASU 2023-09:
(In millions) 2025 2024
Income taxes computed at the United States Statutory rate $ (4.6) $ 20.9
Increase (decrease) in taxes resulting from:
State and local income taxes, net of federal income tax benefit — 0.4
Non-deductible goodwill impairment 19.5 —
Gain on consolidation of equity method investments — —
Non-deductible officers' compensation 2.8 1.1
Foreign-derived intangible income (3.1) (2.4)
Foreign-based company income 5.1 3.8
Global intangible low-taxed income 8.3 8.1
Foreign statutory rate differences 2.5 3.1
Research and development incentives (6.0) (7.1)
Foreign offshore income claim (1.5) (1.0)
Federal return to provision adjustments (1.6) (1.8)
Foreign return to provision adjustments (0.1) (2.5)
Foreign tax credit (12.9) (12.1)
Foreign withholding taxes and other miscellaneous foreign taxes 2.9 1.1
Change in valuation allowance against deferred tax assets 1.1 2.5
Other, net (0.8) 0.6
Income tax expense $ 11.6 $ 14.7
Effective tax rate (53.1) % 14.8 %
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The tax effects and types of temporary differences that give rise to significant components of the deferred tax assets and liabilities at May 30, 2026, and May 31, 2025, are as follows:
(In millions) 2026 2025
Deferred tax assets:
Compensation-related accruals $ 20.6 $ 19.2
Capitalized research and experimental costs 41.8 40.5
Deferred revenue 7.4 8.2
Inventory related 14.5 13.5
Other reserves and accruals 11.3 10.5
Warranty 16.5 16.3
State and local tax net operating loss carryforwards and credits 4.6 4.3
Federal and state nondeductible interest expense carryforward 24.8 26.0
Foreign tax net operating loss carryforwards and credits 22.1 22.5
Lease liability 108.4 107.0
Other 5.1 6.7
Subtotal 277.1 274.7
Valuation allowance (14.0) (16.9)
Total $ 263.1 $ 257.8
Deferred tax liabilities:
Book basis in property in excess of tax basis $ 43.9 $ 48.5
Intangible assets 176.4 178.5
Interest rate swap 3.9 6.5
Right of use lease assets 95.3 92.5
Withholding taxes on planned repatriation of foreign earnings 1.4 3.5
Other 2.5 2.6
Total $ 323.4 $ 332.1
The future tax benefits of NOL carry-forwards and foreign tax credits are recognized to the extent that realization of these benefits is considered more likely than not. The Company bases this determination on the expectation that related operations will be sufficiently profitable or various tax planning strategies will enable the Company to utilize the NOL carry-forwards and/or foreign tax credits. To the extent that available evidence about the future raises doubt about the realization of these tax benefits, a valuation allowance is established.
At May 30, 2026, the Company had state and local tax NOL carry-forwards of $69.9 million, the state tax benefit of which is $3.9 million, which have expiration periods from 1 year to an unlimited term. The Company also had state credits with a state tax benefit of $0.7 million, which expire in 1 to 5 years. For financial statement purposes, the NOL carry-forwards and state tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $1.7 million.
At May 30, 2026, the Company had federal NOL carry-forwards of $1.5 million, the tax benefit of which is $0.3 million, which have expiration periods from 3 years to an unlimited term. For financial statement purposes, the NOL carry-forwards have been recognized as deferred tax assets.
At May 30, 2026, the Company had foreign net operating loss carry-forwards of $75.0 million, the tax benefit of which is $19.5 million, which have expiration periods from 2 years to an unlimited term. The Company also had foreign tax credits with a tax benefit of $2.6 million which have expiration periods from 5 to 12 years. For financial statement purposes, the NOL carry-forwards and foreign tax credits have been recognized as deferred tax assets, subject to a valuation allowance of $9.6 million.
At May 30, 2026, the Company had foreign deferred assets of $4.0 million, the tax benefit of which is $1.0 million, which is related to various deferred taxes in Canada, Ireland, and buildings in the United Kingdom. For financial statement purposes, the assets have been recognized as deferred tax assets, subject to a valuation allowance of $1.0 million.
The Company intends to repatriate $119.9 million in cash held in certain foreign jurisdictions and as such has recorded a deferred tax liability related to foreign withholding taxes on these future dividends received in the U.S. from foreign subsidiaries of $1.4 million. A significant portion of this cash was previously taxed under the U.S. Tax Cut and Jobs Act either as one-time U.S. tax liability on undistributed foreign earnings or GILTI. The Company intends to remain indefinitely reinvested in the remaining undistributed earnings outside the U.S, which was $377.8 million on May 30, 2026. Determination
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of the total amount of unrecognized deferred income tax on the remaining undistributed earnings of foreign subsidiaries is not practicable.
The components of the Company's unrecognized tax benefits are as follows:
(In millions)
Balance at June 1, 2024 $ 1.5
Increases related to current year income tax positions 0.7
Increases related to prior year income tax positions 0.1
Decreases related to lapse of applicable statute of limitations (0.4)
Decreases related to settlements (0.3)
Balance at May 31, 2025 $ 1.6
Increases related to current year income tax positions 0.2
Decreases related to lapse of applicable statute of limitations (0.2)
Balance at May 30, 2026 $ 1.6
The Company's effective tax rate would have been affected by the total amount of unrecognized tax benefits had this amount been recognized as a reduction to income tax expense.
The Company recognizes interest and penalties related to unrecognized tax benefits through Income tax expense in its Consolidated Statements of Comprehensive Income. Interest and penalties and the related liability, which are excluded from the table above, were as follows for the periods indicated:
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Interest and penalty (income) expense $ — $ (0.1) $ 0.1
Liability for interest and penalties $ 0.7 $ 0.6 $ 0.8
The Company is subject to periodic audits by domestic and foreign tax authorities. Currently, the Company is undergoing routine periodic audits in both domestic and foreign tax jurisdictions. It is not expected that any of the changes will be material to the Company's Consolidated Statements of Comprehensive Income.
The Company has received full acceptance from the Internal Revenue Service for the audits of fiscal year 2024 and earlier under the Compliance Assurance Process (CAP). Knoll’s federal consolidated returns related to calendar years 2019, 2020, and the July 2021 period were accepted as filed by the Internal Revenue Service, however awaiting Joint Committee review due to size of refunds. The Company’s fiscal year 2025 federal consolidated return is currently under audit with the Internal Revenue Service. For the majority of the remaining tax jurisdictions, the Company is no longer subject to state and local, or non-U.S. income tax examinations by tax authorities for fiscal years before 2020.
Cash paid for income taxes by jurisdiction, net of refunds received, in accordance with our adoption of ASU 2023-09 was as follows:
(In millions) May 30, 2026
Federal $ 9.6
State and Local 7.4
Foreign 36.7
China 4.9
Denmark 12.5
Mexico 3.8
Singapore 4.0
Other Jurisdictions 11.5
Cash Paid for Income Taxes, net of refunds received $ 53.7
Cash paid for income taxes in fiscal 2025 and fiscal 2024 was $51.3 million and $28.1 million, respectively.
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11. Fair Value Measurements
The Company's financial instruments consist of cash equivalents, accounts and notes receivable, deferred compensation plan, accounts payable, debt, interest rate swaps, and foreign currency exchange contracts. The Company's financial instruments, other than long-term debt, accounts receivable, and accounts payable, are recorded at fair value.
The carrying value and fair value of the Company's long-term debt, including current maturities, is as follows for the periods indicated:
(In millions) May 30, 2026 May 31, 2025
Carrying value $ 1,294.6 $ 1,337.0
Fair value (1) $ 1,294.7 $ 1,330.7
(1) The fair value was estimated based on a discounted cash flow method (Level 2).
The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in net earnings, which have not significantly changed in the current period:
Cash 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.
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. The estimated fair value of forward currency exchange contracts is based on month-end spot rates as adjusted by market-based current activity. 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 May 30, 2026, and May 31, 2025:
(In millions) May 30, 2026 May 31, 2025
Financial Assets NAV Quoted Prices With Other Observable Inputs (Level 2) NAV Quoted Prices With Other Observable Inputs (Level 2)
Cash equivalents:
Money market funds $ 8.4 $ — $ 10.8 $ —
Other current assets:
Foreign currency forward contracts — 0.5 — 0.8
Other noncurrent assets:
Deferred compensation plan — 27.3 — 22.0
Total $ 8.4 $ 27.8 $ 10.8 $ 22.8
Financial Liabilities
Other accrued liabilities:
Foreign currency forward contracts $ — $ 0.7 $ — $ 0.2
Total $ — $ 0.7 $ — $ 0.2
The following describes the methods the Company uses to estimate the fair value of financial assets and liabilities recorded in other comprehensive income, which have not significantly changed in the current period:
Interest rate swap agreements — The value of the Company's interest rate swap agreements is determined using a market approach based on rates obtained from active markets. The interest rate swap agreements are designated as cash flow hedging instruments.
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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 May 30, 2026 and May 31, 2025.
(In millions) May 30, 2026 May 31, 2025
Financial Assets Balance Sheet Location Quoted Prices with Other Observable Inputs (Level 2) Quoted Prices with Other Observable Inputs (Level 2)
Interest rate swap agreement Other noncurrent assets $ 16.7 $ 28.1
Total $ 16.7 $ 28.1
Financial Liabilities
Interest rate swap agreement Other liabilities $ 0.5 $ 2.0
Total $ 0.5 $ 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 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. These foreign currency exposures typically arise from net liability or asset exposures in non-functional currencies on the balance sheets of our foreign subsidiaries. These foreign currency forward contracts generally settle within 30 days and are not used for trading purposes.
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 Other accrued liabilities for unrealized losses. The Consolidated Statements of Comprehensive Income classification for the fair values of these forward contracts is to Other expense (income), net, for both realized and unrealized gains and losses.
The effects of non-designated derivatives on the consolidated financial statements were as follows for the fiscal years ended 2026 and 2025 (amounts presented exclude any income tax effects):
(In millions) Balance Sheet Location May 30, 2026 May 31, 2025
Assets:
Foreign currency forward contracts Current assets: Other current assets $ 0.5 $ 0.8
Liabilities:
Foreign currency forward contracts Current liabilities: Other accrued liabilities $ 0.7 $ 0.2
Total net fair value of foreign currency forward contracts(1) $ (0.2) $ 0.6
(1) The notional amounts of the outstanding forward contracts were $57.0 million and $102.2 million, as of May 30, 2026 and May 31, 2025, respectively.
(In millions) Statement of Comprehensive Income Location May 30, 2026 May 31, 2025 June 1, 2024
Loss recognized on foreign currency forward contracts Other expense (income), net $ 0.9 $ 6.1 $ 3.0
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
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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. 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 2.348% modified fixed interest rate. 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.
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 cash flow hedges at inception and the facts and circumstances of the hedged relationship remains consistent with the initial quantitative effectiveness assessment in that the hedged instruments remain an effective accounting hedge as of May 30, 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.
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(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 %
February 2026 Interest Rate Swap $ 200.0 January 29, 2027 January 31, 2030 3.380 %
As of May 30, 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 February 2026 interest rate swap is forward-starting and will become effective on January 29, 2027. Effective fixed interest rates include the rates amended effective January 31, 2023, or February 3, 2023, for the first three swaps included in the chart above.
For fiscal 2026, 2025 and 2024, there were no gains or losses recognized against earnings for hedge ineffectiveness.
The gain/(loss) recorded, net of income taxes, in Other comprehensive loss for the effective portion of designated derivatives was as follows for the periods presented below:
Fiscal Year
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Interest rate swap $ (25.1) $ (52.2) $ (27.1)
Reclassified from Accumulated other comprehensive loss into earnings within Interest expense for the fiscal year ended 2026, 2025 and 2024 was a gain of $18.0 million, $25.4 million and $30.7 million, respectively. Pre-tax gains expected to be reclassified from Accumulated other comprehensive loss into earnings during the next twelve months are $12.1 million. The amount of gain, net of tax, expected to be reclassified out of Accumulated other comprehensive loss into earnings during the next twelve months is $9.1 million.
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests are reported on the Consolidated Balance Sheets in mezzanine equity in Redeemable noncontrolling interests. These financial instruments represent a level 3 fair value measurement.
On December 2, 2019, the Company purchased an additional 34% equity voting interest in HAY. Upon increasing its ownership to 67%, the Company obtained a controlling financial interest and consolidated the financial results of HAY. Additionally, the Company is a party to options, that if exercised, would require it to purchase the remaining 33% of the equity in HAY, at fair market value. This remaining redeemable noncontrolling interest in HAY is classified outside permanent equity in the Consolidated Balance Sheets and is carried at the current estimated redemption amount. The Company recognizes changes to the redemption value of redeemable noncontrolling interests as they occur and adjusts the carrying value to equal the redemption value at the end of each reporting period. The redemption amounts have been estimated based on the fair value of the subsidiary, determined using discounted cash flow methods. This represents a level 3 fair value measurement.
Changes in the Company's redeemable noncontrolling interest in HAY for the year ended May 30, 2026 are as follows:
(In millions) May 30, 2026
Beginning Balance $ 59.3
Net income attributable to redeemable noncontrolling interests 4.2
Dividend attributable to redeemable noncontrolling interests (3.1)
Foreign currency translation adjustments 2.0
Redemption value adjustment 0.9
Ending Balance $ 63.3
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Other
For further information on the fair value assessment of intangible assets, refer to "Goodwill and Indefinite-lived Intangible Assets" within Note 1 to the Consolidated Financial Statements.
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12. Commitments and Contingencies
Product Warranties
The Company provides coverage to the end-user for parts and labor on products sold under its warranty policy and for other product-related matters. The specific terms, conditions, and length of those warranties vary depending upon the product sold. The Company does not sell or otherwise issue warranties or warranty extensions as stand-alone products. Reserves have been established for various costs associated with the Company's warranty program. General warranty reserves are based on historical claims experience and other currently available information and are periodically adjusted for business levels and other factors. Specific reserves are established once an issue is identified with the amounts for such reserves based on the estimated cost of correction. The Company provides an assurance-type warranty that ensures that products will function as intended. As such, the Company's estimated warranty obligation is accounted for as a liability and is recorded within current and long-term liabilities within the Consolidated Balance Sheets.
Changes in the warranty reserve for the stated periods were as follows:
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Accrual Balance — beginning $ 69.7 $ 70.4 $ 73.9
Accrual for warranty matters 29.4 24.7 21.6
Settlements and adjustments (29.8) (25.4) (25.1)
Accrual Balance — ending $ 69.3 $ 69.7 $ 70.4
Guarantees
The Company is periodically required to provide performance bonds to do business with certain customers. These arrangements are common in the industry and generally have terms ranging between one year and three years. The bonds are required to provide assurance to customers that the products and services they have purchased will be installed and/or provided properly and without damage to their facilities. The bonds are provided by various bonding agencies. However, the Company is ultimately liable for claims that may occur against them. As of May 30, 2026, the Company had a maximum financial exposure related to performance bonds of approximately $18.2 million. The Company has no history of claims, nor is it aware of circumstances that would require it to pay, under any of these arrangements. The Company also believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded in respect to these bonds as of either May 30, 2026, 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 May 30, 2026, the Company had a maximum financial exposure from these standby letters of credit totaling approximately $11.8 million, all of which is considered usage against the Company's revolving line of credit. The Company has no history of claims, nor is it aware of circumstances that would require it to perform under any of these arrangements and believes that the resolution of any claims that might arise in the future, either individually or in the aggregate, would not materially affect the Company's Consolidated Financial Statements. Accordingly, no liability has been recorded as of May 30, 2026, and May 31, 2025.
Contingencies
The Company is also involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such proceedings and litigation currently pending will not have a material adverse effect, if any, on the Company's Consolidated Financial Statements.
As of the end of fiscal 2026, outstanding commitments for future purchase obligations approximated $61.4 million.
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 previously paid IEEPA tariffs. The Company has submitted, and/or intends to submit, claims for refunds on substantially all IEEPA tariffs paid that may be eligible for recovery.
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The Company has evaluated its potential refund claims in accordance with the gain contingency guidance in ASC 450, Contingencies. As of May 30, 2026, uncertainty remained regarding the ultimate resolution of the legal proceedings, including the U.S. government's appeal of the court ruling related to the IEEPA tariffs. Accordingly, the Company concluded that it had not yet established that any refund amounts were realizable without the expectation of repayment and therefore had not recognized any asset or gain associated with tariff refunds as of May 30, 2026.
The Company will continue to monitor developments related to the ongoing legal and administrative proceedings and will recognize any resulting refund claims when the applicable recognition criteria under U.S. GAAP have been satisfied. The ultimate amount and timing of any refunds that may be realized by the Company remain uncertain.
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13. 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. Under our new reportable segments, there are three reportable segments consisting of North America Contract, International Contract and Global Retail.
The North America Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products directly or indirectly through an independent dealership network for office, healthcare, and educational environments throughout the United States and Canada as well as the global operations of the Spinneybeck, FilzFelt, Maharam, Edelman, and Knoll Textile brands.
The International Contract segment includes the operations associated with the design, sourcing, manufacture and sale of furniture products, indirectly or directly through an independent dealership network for office, healthcare, and educational environments in Europe, the Middle East, Africa, Asia-Pacific and Latin America.
The 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 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 ("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 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 (Loss) adjusted for restructuring charges, integration charges, amortization of Knoll purchased intangibles, impairment charges, and significant non-recurring or infrequent items that may not be indicative of ongoing operations.
The Company's CODM does not review assets by segment to assess segment performance or allocate resources, nor is such information provided to the CODM. Accordingly, the Company does not present assets by segment.
The accounting policies for each of the operating segments are the same as those of the Company. 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:
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Net sales:
North America Contract $ 2,061.2 $ 1,965.2 $ 1,922.3
International Contract 674.0 660.0 645.6
Global Retail 1,106.5 1,044.7 1,060.5
Total $ 3,841.7 $ 3,669.9 $ 3,628.4
Refer to Note 2 of the Consolidated Financial Statements for further disaggregation of revenue by operating segment.
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Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Adjusted cost of sales(1):
North America Contract $ 1,306.3 $ 1,262.4 $ 1,224.5
International Contract 431.2 419.2 $ 412.5
Global Retail 613.8 565.2 $ 571.9
(1) Adjusted cost of sales is defined as cost of sales excluding, when they occur, the impacts of restructuring charges and integration charges, that may not be indicative of ongoing operations.
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Adjusted operating expenses(1):
North America Contract $ 541.8 $ 511.8 $ 520.6
International Contract 184.5 167.3 160.7
Global Retail 460.0 427.6 424.0
Corporate 65.7 67.7 52.0
(1) Adjusted operating expenses is defined as operating expenses excluding, when they occur, the impacts of restructuring charges, integration charges, amortization of Knoll purchased intangibles, impairment charges, and significant non-recurring or infrequent items that may not be indicative of ongoing operations.
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Adjusted operating earnings:
North America Contract $ 213.1 $ 191.0 $ 177.2
International Contract 58.3 73.5 72.4
Global Retail 32.7 51.9 64.6
Total Segment adjusted operating earnings $ 304.1 $ 316.4 $ 314.2
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Reconciliation to net earnings:
Total segment adjusted operating earnings $ 304.1 $ 316.4 $ 314.2
Corporate adjusted operating loss (65.7) (67.7) (52.0)
Total consolidated adjusted operating earnings 238.4 248.7 262.2
Net earnings attributable to redeemable noncontrolling interests 4.2 3.7 2.3
Net earnings (loss) from:
Equity (loss) earnings from nonconsolidated affiliate, net of tax (0.1) 0.3 (0.4)
Income tax expense 32.4 11.6 14.7
Other expense (income), net 4.3 1.1 (2.6)
Interest and other investment (income) (4.1) (5.4) (6.1)
Interest expense 69.9 76.7 76.2
Restructuring charges 13.5 14.8 30.8
Integration charges — 28.3 23.5
Amortization of Knoll purchased intangibles 24.0 24.1 23.9
Impairment charges — 130.0 16.8
Knoll pension plan termination charges — 1.0 —
CEO transition costs 2.6 — —
Net earnings (loss) attributable to MillerKnoll, Inc. $ 91.5 $ (36.9) $ 82.3
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(In millions) Year Ended
Depreciation and amortization: May 30, 2026 May 31, 2025 June 1, 2024
North America Contract $ 87.9 $ 83.3 $ 96.9
International Contract 23.9 22.2 28.0
Global Retail 36.5 35.0 30.2
Total $ 148.3 $ 140.5 $ 155.1
Capital expenditures:
North America Contract $ 57.7 $ 58.7 $ 51.4
International Contract 20.5 19.9 7.0
Global Retail 44.1 29.0 20.0
Total $ 122.3 $ 107.6 $ 78.4
Reportable geographic information is as follows:
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Long-lived assets(1):
United States $ 744.6 $ 711.9 $ 704.2
International 212.6 195.4 163.4
Total $ 957.2 $ 907.3 $ 867.6
(1) Long-lived assets include property and equipment and right of use assets.
No country other than the United States represented greater than 10% of our long-lived assets in fiscal 2026, fiscal 2025, and fiscal 2024.
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14. Accumulated Other Comprehensive Loss
The following table provides an analysis of the changes in accumulated other comprehensive loss for the years indicated:
Year Ended
(In millions) May 30, 2026 May 31, 2025 June 1, 2024
Cumulative translation adjustments at beginning of period $ (70.6) $ (105.7) $ (114.0)
Other comprehensive income 19.6 35.1 8.3
Balance at end of period (51.0) (70.6) (105.7)
Pension and other post-retirement benefit plans at beginning of period (30.9) (33.3) (23.8)
Other comprehensive loss before reclassifications (net of tax of $0.1, $.2, and $1.6) (0.2) (0.6) (9.1)
Reclassification from accumulated other comprehensive income - Other, net 0.5 4.0 (0.3)
Tax expense (0.1) (1.0) (0.1)
Net current period other comprehensive income (loss) 0.2 2.4 (9.5)
Balance at end of period (30.7) (30.9) (33.3)
Interest rate swap agreement at beginning of period 19.5 46.3 42.7
Other comprehensive loss before reclassifications (net of tax of $2.7, $8.8, and ($1.2)) (25.1) (52.2) (27.1)
Reclassification from accumulated other comprehensive income - Other, net 18.0 25.4 30.7
Net current period other comprehensive (loss) income (7.1) (26.8) 3.6
Balance at end of period 12.4 19.5 46.3
Total Accumulated other comprehensive loss $ (69.3) $ (82.0) $ (92.7)
15. 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. GAAP. These include severance and employee benefit costs as well as other direct separation benefit costs, expenses incurred related to the facilities consolidation plan, and right of use 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. GAAP. These include integration implementation costs that relate primarily to professional fees and 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 expense associated with restructuring activities are included in Cost of sales or Restructuring expense in the Consolidated Statements of Comprehensive Income.
Restructuring expense recorded within Cost of sales totaled $1.6 million for the twelve months ended May 30, 2026. Amounts recorded within Restructuring expense, which is a component of Operating expenses totaled $11.9 million for the twelve months ended May 30, 2026.
There were no restructuring expenses recorded within Cost of sales for the twelve months ended May 31, 2025. Amounts recorded within Restructuring expense, which is a component of Operating expenses totaled $14.8 million for the twelve months ended May 31, 2025.
Knoll Integration
Following the acquisition of Knoll, the Company announced a multi-year program (the "Knoll Integration") designed to reduce costs and integrate and optimize the combined organization. The Company recorded a total of $144.4 million in pre-tax integration expense related to this plan from fiscal 2021 through fiscal 2025. No future costs related to this plan are expected. The integration expenses incurred by the Company included expenses within the following categories:
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•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 year ended May 30, 2026, there were no costs incurred related to the Knoll Integration.
For the year ended May 31, 2025, the Company incurred $28.3 million of costs related to the Knoll Integration which was composed of $25.8 million of exit and disposal costs related to the consolidation of facilities, and $2.5 million of other integration costs. Integration expenses by segment included the following for the fiscal year ended May 31, 2025:
(In millions)
North America Contract $ 24.8
International Contract 3.2
Global Retail 0.3
Corporate —
Total $ 28.3
For the year ended June 1, 2024, the Company incurred $23.5 million of costs related to the Knoll Integration which was composed of $19.4 million of exit and disposal costs related to the consolidation of facilities, and $4.1 million of other integration costs.
No liability balance remains as of May 30, 2026 for Knoll Integration costs that qualify as exit and disposal costs under U.S. GAAP.
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 involuntary workforce reductions and costs associated with a facilities consolidation plan. As a result, the Company shortened the estimated useful lives of certain fixed assets, resulting in increased depreciation expense. For the year ended May 30, 2026, the Company incurred $13.5 million of restructuring charges related to the 2026 restructuring plan. Included in this amount was accelerated depreciation expense of $4.7 million.
During the third quarter of fiscal year 2025, the Company announced an action related to the 2025 restructuring plan ("2025 restructuring plan") to reduce expenses. This restructuring activity included involuntary reductions in workforces as well as non-cash right of use asset impairment charges. For the year ended May 31, 2025, the Company incurred $14.8 million of restructuring charges related to the 2025 restructuring plan. 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. The restructuring plan was complete in fiscal 2024 and no future expenses related to this plan are expected.
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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), as well as other restructuring costs for the 2026 restructuring plan for the fiscal year ended May 30, 2026:
2026 Restructuring Plan
(In millions) Severance and Employee Related Exit and Disposal Activities Other Restructuring Costs Total
May 31, 2025 $ — $ — $ — $ —
Restructuring Costs 6.5 0.4 6.6 13.5
Amounts Paid (1.0) (0.4) — (1.4)
Non-Cash Costs — — (6.6) (6.6)
May 30, 2026 $ 5.5 $ — $ — $ 5.5
The Company expects that remaining liability for the 2026 restructuring plan as of May 30, 2026, will be paid in fiscal 2027.
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 fiscal year ended May 30, 2026:
2025 Restructuring Plan
(In millions) Severance and Employee Related Exit and Disposal Activities Total
May 31, 2025 $ 7.0 $ — $ 7.0
Amounts Paid (7.0) — (7.0)
May 30, 2026 $ — $ — $ —
The following table provides an analysis of the changes in the restructuring cost reserve that qualify as exit and disposal costs under U.S. GAAP (i.e., severance and employee benefit costs and exit and disposal activities) for the 2024 restructuring plan for the fiscal year ended May 30, 2026:
2024 Restructuring Plan
(In millions) Severance and Employee Related Exit and Disposal Activities Total
May 31, 2025 $ 1.0 $ — $ 1.0
Amounts Paid (1.0) — (1.0)
May 30, 2026 $ — $ — $ —
The following is a summary of restructuring costs by segment for the years indicated:
Year Ended
(In millions) May 30, 2026 May 31, 2025
North America Contract $ 12.1 $ 9.8
International Contract 0.4 3.3
Global Retail 1.0 1.7
Corporate — —
Total $ 13.5 $ 14.8
16. Variable Interest Entities
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 $6.9 million and $13.5 million as of May 30, 2026 and May 31, 2025 respectively and represents the Company’s maximum exposure to loss. These notes receivable are classified within Other current assets and Other noncurrent assets on the Consolidated Balance Sheets. The Company is not deemed to be the primary beneficiary for any of these variable interest entities as each dealer controls the activities that most significantly impact the entity’s economic performance, including sales, marketing, and operations.
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Management's Report on Internal Control over Financial Reporting
To the Board of Directors and Stockholders of MillerKnoll, Inc.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f). The internal control over financial reporting at MillerKnoll, Inc. is designed to provide reasonable assurance to our stakeholders that the financial statements of the Company fairly represent its financial condition and results of operations.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect all misstatements. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.
Under the supervision and with the participation of management, including our Interim Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of May 30, 2026, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes the Company's internal control over financial reporting was effective as of May 30, 2026.
KPMG LLP has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included herein.
/s/ Jeffrey M. Stutz
Jeffrey M. Stutz
Interim Chief Executive Officer
/s/ Kevin J. Veltman
Kevin J. Veltman
Chief Financial Officer
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
MillerKnoll, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of MillerKnoll, Inc. and subsidiaries (the Company) as of May 30, 2026 and May 31, 2025, the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended May 30, 2026, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of May 30, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 30, 2026 and May 31, 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended May 30, 2026, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 30, 2026 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
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company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Goodwill impairment assessment
As discussed in Note 1 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,161.3 million as of May 30, 2026, a portion of which was related to the Global Retail and International Contract reporting units. Goodwill is tested for impairment annually in the fourth quarter of each fiscal year, or more frequently, when events or changes in circumstances indicate that the fair value of a reporting unit has declined below its carrying value. To estimate the fair value of the Global Retail and International Contract reporting units, the Company utilized a weighting of the income approach and the market approach that used observable comparable company information.
We identified the evaluation of goodwill for impairment for the Global Retail and International Contract reporting units as a critical audit matter. Subjective and challenging auditor judgment was required to evaluate the selection of forecasted revenue growth rates, operating margins, and the discount rates used in the income approach. Additionally, the audit effort associated with the evaluation of the Company’s discount rates involved the use of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s determination of the fair value of the Global Retail and International Contract reporting units, including controls over the selection of forecasted revenue growth rates, operating margins, and the discount rates. We evaluated the reasonableness of management’s forecasted revenue growth rates and operating margins by comparing the forecasts to historical revenue growth rates and operating margins, considering industry conditions and growth plans. We performed sensitivity analyses to assess the impact of reasonably possible changes to the forecasted revenue growth rates, operating margins, and discount rates assumptions on the reporting units fair values. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s discount rates by comparing the Company’s inputs to the discount rates to publicly available data for comparable entities and assessing the resulting discount rates.
/s/ KPMG LLP
We have served as the Company’s auditor since 2019.
Chicago, Illinois
July 20, 2026
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