Flexsteel Industries Inc

Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

Soliciting Material Pursuant to §.240.14a-12

(Name of Registrant as Specified in its Charter)

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. ☐

Fee paid previously with preliminary materials:

Held virtually online via live webcast at

www.virtualshareholdermeeting.com/FLXS2026

Dubuque, Iowa 52001-7004 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held December 9, 2026 TO THE SHAREHOLDERS: The annual meeting of shareholders of Flexsteel Industries, Inc. will be held virtually via live webcast on Wednesday, December 9, 2026, at 10:00 a.m. Central Time, or at any adjournment or postponement thereof. You will be able to attend the annual meeting online, listen to the meeting live, submit questions and vote by visiting www.virtualshareholdermeeting.com/FLXS2026 and entering the 16-digit control number included in our Notice Regarding the Availability of Proxy Materials or on your proxy card (if you received a printed copy of the proxy materials). The meeting will be held for the following purposes: 1.

To elect three Class I Directors to serve until the 2029 annual meeting and until their respective successors have been elected and qualified or until their earlier director class reassignment, resignation, removal, retirement or termination.

To approve, on an advisory basis, the compensation of our named executive officers.

To consider such other business as may properly come before the meeting or any adjournments or postponements thereof.

October 12, 2026, has been fixed as the record date for the determination of common shareholders entitled to notice of, and to vote at, the virtual annual meeting. Only holders of record at the close of business on that date will be entitled to vote at the meeting or any adjournments or postponements of the meeting. Whether or not you plan to attend the meeting, please vote by internet or telephone, or if you received paper copies of our proxy materials, you can also mark, date, sign and promptly mail the accompanying proxy card in the enclosed envelope so that your shares will be represented at the meeting.

October 23, 2026 IMPORTANT Please vote by internet or telephone, or if you received paper copies of our proxy materials, you can also mark, date, sign and promptly mail the accompanying proxy card in the enclosed envelope so that your shares will be represented at the meeting.

Annual Meeting of Shareholders to be Held December 9, 2026 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING This proxy statement and the proxy are solicited on behalf of the Board of Directors (the "Board") of Flexsteel Industries, Inc. to be used at the annual meeting of shareholders to be held virtually on Wednesday, December 9, 2026, and any adjournments or postponements thereof, for the purposes set forth in the notice of meeting accompanying this proxy statement. The Company will pay the cost of the solicitation of proxies. The mailing address of the corporate office and principal executive office of the Company is 385 Bell St, Dubuque, Iowa 52001-7004. The approximate date on which this proxy statement and accompanying proxy card are first available to shareholders is October 23, 2026. Meeting Purposes At the meeting, shareholders will elect three Class I Directors, Jeanne McGovern, Terence P. Calloway and Anand S. Kangala for three-year terms expiring at the shareholders' meeting in 2029. In addition, the Board is asking the shareholders to approve, on an advisory basis, the compensation of our named executive officers. We do not expect that any other business, except for routine or procedural matters, will be brought up at the meeting. If any other business is properly brought up at the meeting, the persons named in the enclosed proxy will have authority to vote on these matters at their discretion. Proxy Materials Available on Internet In an effort to reduce the cost of delivering the proxy materials to our shareholders, we are making the materials available to our shareholders on the internet. On or about October 23, 2026, we sent shareholders a one-page "Notice of Internet Availability of Proxy Materials," which included instructions on how to access our proxy materials on the Internet. The proxy materials, consisting of this proxy statement and our fiscal 2026 annual report to shareholders, are available at www.proxyvote.com. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote your shares. By making the materials available through the internet, we expect to reduce our costs, conserve natural resources, and expedite the delivery of the proxy materials. However, if you prefer to receive hard copies of the proxy materials, please follow the instructions included on the Notice of Internet Availability of Proxy Materials. Voting Only shareholders of record at the close of business on October 12, 2026, the record date, will be eligible to vote. There is only one class of stock entitled to vote at the meeting, our common stock, $1.00 par value, of which there were 4,162,413 shares outstanding on the record date. A quorum, which is a majority of the outstanding shares, is needed to conduct a meeting. Each share is entitled to one vote for each director position; cumulative voting is not available. We encourage you to vote by telephone or on the internet. If your shares are held in your name, you can vote by telephone or on the internet by following the instructions on the proxy card or as explained in the Notice of Internet Availability of Proxy Materials. If you are a beneficial holder with your shares held in the name of your broker, bank, or other financial institution, you will receive telephone or internet voting instructions from the institution. If you received a paper copy of the proxy materials, you may vote your shares by signing and dating each proxy card you received and returning the cards in the enclosed envelope. The proxies will be voted according to your directions on the proxy card. If you return a signed card without specifying your vote, your shares will be voted: • FOR the election of Jeanne McGovern, Terence P. Calloway and Anand S. Kangala (Proposal I); and

• FOR approval, on an advisory basis, of the compensation of our named executive officers (Proposal II);

If you sign and return your proxy card, your shares will be voted on any other business that properly comes before the meeting as determined by the persons named in the proxy. We urge you to sign, date, and return your proxy card promptly, or vote by telephone or on the internet, even if you plan to attend the virtual meeting via live webcast. If you

do attend the virtual meeting, you will be able to vote your shares at the meeting even if you previously signed a proxy card or voted by telephone or on the internet. However, if you hold your shares in street name you must request a legal proxy from your broker or nominee to vote in person at the virtual meeting. Shares Held by Broker If you hold your shares through a broker, bank, or other financial institution, you will receive your proxy materials and voting instructions from the institution. Your broker, bank, or financial institution will not vote your shares for any of the proposals without your specific instructions . To ensure your vote is counted, you must provide directions to your broker, bank, or financial institution by following its instructions. Changing Your Vote or Revoking Your Proxy If you are a shareholder of record, you may change your vote or revoke your proxy at any time prior to the final vote at the meeting by: • granting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);

• providing written notice of revocation to our Secretary at Flexsteel Industries, Inc., 385 Bell St, Dubuque, Iowa 52001-7004 prior to or at the meeting; or

• attending the meeting and voting virtually.

Your most recent proxy submitted by proxy card or internet is the one that is counted. Your attendance at the meeting by itself will not automatically revoke your proxy. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your bank, broker or other nominee following the instructions they provided, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the meeting and voting virtually. Vote Required Votes cast by proxy or in person will be counted by the inspector of election appointed for the meeting, who will be present at the meeting. With respect to Proposal I, the affirmative vote of a plurality of the shares of common stock present in person or represented by proxy at the meeting and entitled to vote is required for the election of the director nominees named in this proxy statement. In determining a quorum, a "WITHHELD" vote will be counted, but will not be voted in favor of the nominee with respect to whom authority has been withheld. The three nominees that receive the highest number of "FOR" votes will be elected. With respect to Proposal II, the affirmative vote of a majority of shares present in person or represented by proxy at the annual meeting and entitled to vote on the matter is required. Accordingly, an abstention on Proposal II will have the same effect as voting "against" the matter. While the Board knows of no other matter to be presented at the meeting or any adjournment or postponement of the meeting, all proxies returned to the Company will be voted on any such matter in accordance with the judgment of the proxies. Number of Copies Sent to Household For two or more shareholders sharing the same address that do not participate in the electronic delivery of proxy materials, we only send your household a single copy of our annual report and proxy statement unless you previously withheld your consent to "householding" or instruct us otherwise. Householding saves us the expense of mailing duplicate documents to your home and conserves our natural resources, and we hope that receiving one copy rather than multiple copies is more convenient for you. However, we will promptly provide additional copies of our fiscal 2026 annual report or this proxy statement to the other shareholders in your household if you send a written request to: Secretary, Flexsteel Industries, Inc., 385 Bell St, Dubuque, Iowa 52001-7004, or you may call us at 563-556-7730 to request additional copies. Copies of the annual report, proxy statement, and other reports we file with the SEC are also available on our website at https://ir.flexsteel.com/financial-information/sec-filings or through the SEC's website at www.sec.gov. You may revoke your consent to householding at any time by contacting Broadridge Financial Solutions, Inc., either by calling toll-free 866-540-7095, or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

PROPOSAL I ELECTION OF DIRECTORS Our Amended and Restated Articles of Incorporation permit the election of 13 directors. The Board currently consists of seven persons divided into three classes. At each annual meeting, the terms of one class of directors expire and persons are elected to that class for terms of three years and until their respective successors are duly qualified and elected or until their earlier director class reassignment, resignation, removal, retirement or termination. The Nominating and Governance Committee believes that as a group, the nominees below bring a diverse range of backgrounds, experiences and perspectives to the Board's deliberations. Set forth below is information with respect to all Board members, including the nominees, their recent employment or principal occupation, a summary of their specific experience, qualifications, attributes or skills that led to the conclusion that they are qualified to serve as a director, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, their period of service as a Flexsteel director and their age as of October 23, 2026. The Board believes that the directors listed below come from a wide variety of business backgrounds, possess highly ethical standards, uncompromising integrity, operate in the best interest of the shareholders, and the majority are independent as defined by the Nasdaq Stock Market listing standards. On April 28, 2026 F. Brooks Bertch resigned from the Board pursuant to terms of the Stock Repurchase Agreement. Mr. Bertsch's resignation was not the result of any disagreement with the Company regarding its operations, policies or practices. Mr. Bertsch is not standing for election at the Annual Meeting and is not currently serving as a member of the board. Effective September 11, 2026, the Board appointed Anand S. Kangala to the Board to serve as a Class I director. The Board has nominated, based on the recommendation of the Nominating and Governance Committee, Jeanne McGovern, Terence P. Calloway and Anand S. Kangala, for election as Class I Directors of the Company at the 2026 annual meeting. The Class I Directors' next term expires at the 2029 annual meeting and upon their respective successors being elected and qualified or until their earlier director class reassignment, resignation, removal, retirement or termination. It is the intention of the proxies named herein to vote FOR these nominees unless otherwise directed in the proxy. DIRECTORS NOMINATED FOR ELECTION, CLASS I

Ms. McGovern is a retired partner of Deloitte & Touche LLP, an international firm that provides audit, consulting, financial advisory, risk management, and tax services. During her tenure from 1980 to 2020, she had leadership responsibilities over audits of global companies in a wide range of industries and demonstrated expertise in financial reporting and internal controls. She also has significant experience with strategic acquisitions and divestitures, initial public offerings, and debt financing and refinancing transactions. Ms. McGovern is a director and chair of the audit committee and member of the nominating and corporate governance committee of Huntsman Corporation, a differentiated chemical manufacturer headquartered in Houston, Texas. Ms. McGovern has also served on several not-for-profit boards. She is a member of the American Institute of Certified Public Accountants and the Washington Society of Certified Public Accountants and is a Certified Public Accountant in Massachusetts and Washington. Ms. McGovern has a Bachelor of Arts degree in Accounting from Syracuse University.

Ms. McGovern brings 40 years of audit and advisory experience to the board, as well as corporate governance experience through her work with corporate boards, including audit committees.

Mr. Calloway served as Executive Vice President, Global Product Supply for Energizer Holdings, Inc., one of the largest manufacturers of batteries, auto care, and lighting products in the marketplace from 2020 until his retirement in 2025. From 2015 to 2020, he served Energizer as Vice President, Global Research and Development. Prior to Energizer, Mr. Calloway served as Director, Global Design and Package Development for Colgate-Palmolive Company from 2014 to 2015. Prior to Colgate-Palmolive, Mr. Calloway served as Research and Development Director for The Procter & Gamble Company, a manufacturer and marketer of consumer packaged goods for the home and personal care markets from 1987 to 2013.

Mr. Calloway has a Bachelor of Science degree in Chemical Engineering from the University of Alabama.

Mr. Calloway brings expertise in product innovation, supply chain, organizational leadership, and strategic planning.

Dr. Kangala has been a director since 2026. Dr. Kangala has served as Chief Digital & Technology Officer of Trex Company, Inc., the world's largest manufacturer of high-performance, eco-friendly wood-alternative decking and railing products, since 2024. From 2018 to 2024, Dr. Kangala served as The Home Depot's Senior Director, Digital Transformation. Prior to The Home Depot, Dr. Kangala served as Director, Head of Business Solutions, for Edward Jones from 2016 to 2018, and held various technology-related roles at Cato Corporation and Lowe's Companies from 1999 to 2016. Dr. Kangala holds a Doctor of Business Administration in Strategic Management from the University of North Carolina in Charlotte, a Master of Business Administration from East Carolina University in Greenville, NC, and a Master of Commerce, Accounting & Finance from University of Madras in Chennai, India.

Dr. Kangala brings extensive experience leading enterprise transformation at the intersection of business strategy, operations, and technology to the board. He brings a systems perspective to applying digital, data, AI, cybersecurity, and emerging technologies to build differentiated capabilities, strengthen performance and resilience, and create long-term value.

All nominees named above have consented to serve as directors if elected. In the event any of the nominees should fail to stand for election, the persons named as nominees in the enclosed form of proxy intend to vote for substitute nominees as may be selected by the Board. The proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. The Board recommends a vote FOR its director nominees named in this Proxy Statement. DIRECTORS CONTINUING TO SERVE WHOSE TERMS EXPIRE AT THE

Ms. Dickson served as President of Manitoba Harvest, a global company that manufactures and markets plant-based-protein foods and beverages, from 2019 to 2020. Prior to Manitoba Harvest, Ms. Dickson served as Senior Vice President for Mattel, Inc., a global learning, development, and play company, and President of its American Girl subsidiary from 2016 through 2018. Prior to Mattel, Ms. Dickson served as Chief Marketing Officer for News America Marketing, a consumer-focused marketing business, from 2015 to 2016. Prior to News America Marketing, Ms. Dickson served in increasingly responsible roles over more than 23 years at General Mills, Inc., a global manufacturer and marketer of branded consumer foods. Her leadership there included Vice President, Marketing Excellence, and Vice President, Business Unit Director for global brands including Betty Crocker, Pillsbury, and Old El Paso. Ms. Dickson is currently a member of the Board of Directors of Black Rifle Coffee Company, where she serves as a member of the Compensation and Nominating & Governance Committees. She was a member of the Cooper Tire & Rubber Board of Directors from 2018 to 2021. Ms. Dickson has a Bachelor of Science degree from the United States Air Force Academy, and a Master of Business Administration from UCLA. She served as an officer in the U.S. Air Force, where she achieved the rank of Captain.

Ms. Dickson brings expertise in driving growth through omnichannel and digital strategies, global expansion, brand revitalization, and innovation to the Board.

Mr. Schmidt was appointed President effective January 2024 and Chief Executive Officer effective July 2024. Mr. Schmidt joined the Company as Chief Financial Officer and Chief Operating Officer in April 2020. In June 2022, Mr. Schmidt relinquished the role of Chief Financial Officer as his role of Chief Operating Officer expanded to take on additional responsibilities and strategic ownership of the operations and product groups, including manufacturing, sourcing and procurement, logistics and distribution, product design, and engineering. In May 2023, Mr. Schmidt was appointed as Chief Financial Officer on an interim basis, in addition to his responsibilities as Chief Operating Officer. He relinquished the Chief Financial Officer position in January 2024 and the Chief Operating Officer position in June 2024. Mr. Schmidt has almost 30 years of broad financial leadership and general management experience driving profitable growth across multiple industries, including over 12 years in the furniture industry.

Prior to Flexsteel, Mr. Schmidt was the Chief Financial Officer of Crescent Electric Supply Co., one of the nation's largest electrical distributors from 2018 to 2020. From 2011 to 2018, Mr. Schmidt held multiple executive positions with HNI Corporation, a leading global office furniture manufacturer. Prior to joining HNI, Mr. Schmidt held financial leadership positions with companies such as Silgan Plastics Corporation, MasterBrand Cabinets, Inc., and General Mills Inc.

Mr. Schmidt is a graduate of the University of Wisconsin with a Bachelor of Business Administration degree in Accounting and Finance. He also earned a Master of Business Administration with an emphasis in finance and strategic management from the University of Minnesota Carlson School of Management.

DIRECTORS CONTINUING TO SERVE WHOSE TERMS EXPIRE AT THE

Mr. Creekmuir has been a director since 2019. Mr. Creekmuir is the principal owner and President of Pinnacle Search Partners, LLC, a global executive search firm, and has served in that capacity since December 2015. Mr. Creekmuir served as Executive Vice President and Chief Financial Officer of private equity-owned Simmons Bedding Company from 2000 to 2011, and publicly traded LADD Furniture, Inc., a furniture manufacturer, from 1992 to 2000. His earlier years were spent with KPMG LLP, where he was a Partner and held responsibilities in both the United States and Ireland. From 2016 to 2023, he served as a director of Party City Holdco Inc., a global leader in the celebrations industry and the largest retailer of party goods in North America; he was also Chair of its Audit Committee and a member of its Restructuring Committee. Mr. Creekmuir has a Bachelor of Science degree in Business Administration from The University of North Carolina at Chapel Hill.

Mr. Creekmuir brings experience in corporate finance, accounting, talent management, and the home furnishings industry to the Board.

Mr. Culbreth has been a director since 2021. Mr. Culbreth previously served as the President and Chief Executive Officer and director of American Woodmark Corporation, a publicly held cabinet manufacturer, from 2020 to 2026. From 2014 to 2020, he served as American Woodmark's Senior Vice President and Chief Financial Officer. Prior to American Woodmark, Mr. Culbreth served as the Chief Financial Officer at Piedmont Hardware Brands, a provider of home improvement and hardware products, from 2013 to 2014, and held various finance-related roles at Newell Brands, Inc., a global consumer goods company, from 2007-2013. Mr. Culbreth holds a Bachelor of Science degree in Finance from Virginia Tech, and a Master of Business Administration from Washington University in St. Louis.