Steelcase SEC Filings

Robert C. Pew III, a director of Steelcase (NYSE: SCS), reported conversions of Class B common stock into Class A common stock on 08/08/2025. The filing records conversions of 1,562,136 Class B shares into 1,562,136 Class A shares and identifies 2,216,114 Class A shares held in a trust for Mr. Pew's benefit for which he serves as co-trustee. The report also discloses 500 shares held indirectly by his wife. The filing states the Class B shares are convertible on a 1-for-1 basis and were immediately converted, and shows zero derivative holdings remaining for the converted positions. This is a Section 16 disclosure of an insider ownership change by a director.

HNI Corporation entered into an Agreement and Plan of Merger dated August 3, 2025 to acquire Steelcase Inc. via two consecutive mergers, offering each Steelcase share a choice of (i) mixed consideration of 0.2192 HNI shares plus $7.20 cash, (ii) cash equal to $7.20 plus the stock-based calculation, or (iii) stock-only consideration. HNI secured voting agreements covering approximately 5.4% of Steelcase shares and, following a conversion on August 8, 2025, there are 114,717,466 shares of Class A common stock outstanding and no Class B shares outstanding.

The transaction is subject to shareholder approvals, NYSE listing and SEC registration of HNI shares to be issued, Hart-Scott-Rodino clearance, customary closing conditions and absence of material adverse effects. The agreement includes specified termination rights and fees (including a $67 million termination fee payable by the Company in certain circumstances and $71 million or $134 million payable by HNI in specified circumstances), governance changes at HNI’s board and specified treatments for Steelcase equity awards.

Steelcase completed a voluntary conversion tied to its merger process: Mr. Robert C. Pew III converted 2,216,114 shares of Company Class B common stock into 2,216,114 shares of Company Class A common stock, which triggered an Event of Automatic Conversion and resulted in the automatic one-for-one conversion of all Company Class B shares into Class A shares. Following the Conversion there were 114,717,466 shares of Company Class A common stock outstanding and no shares of Company Class B common stock outstanding. Converted Class B shares will be retired and canceled and holders must deliver certificates, duly endorsed or with proper instruments of transfer, to receive Class A certificates.

The Conversion is described as occurring in connection with a Merger Agreement among Steelcase, HNI Corporation and related parties and associated Letter and Voting Agreements. HNI will file a Registration Statement on Form S-4 and a definitive joint proxy statement/prospectus to register HNI shares to be issued in the transaction; those materials will be sent to shareholders.

On 3 Aug 2025, Steelcase Inc. (NYSE: SCS) executed a definitive Agreement and Plan of Merger with HNI Corporation. The transaction will occur through two sequential mergers that will leave Steelcase as a wholly owned HNI subsidiary.

Consideration: Each outstanding Steelcase Class A or B share will convert, at the holder’s election, into (i) the Mixed package of 0.2192 HNI shares plus $7.20 cash, (ii) an all-cash amount equal to $7.20 + 0.2192 × HNI’s 10-day VWAP, or (iii) an all-stock amount equal to 0.2192 + ($7.20 ÷ VWAP) HNI shares. Proration ensures the overall cash/stock mix matches the Mixed formula, and cash will be paid in lieu of fractional HNI shares.

Employee equity: Vested RSUs and DSUs are cashed out; unvested RSUs and PSUs roll into HNI awards settling in the same cash/stock blend, subject to original vesting terms.

Governance & closing conditions: HNI’s board will expand from 10 to 12 directors, adding two Steelcase designees. Closing requires approvals from both shareholder bases, SEC effectiveness of an S-4, NYSE listing of new HNI shares, antitrust clearance, and no material adverse effect. The outside date is 4 May 2026, extendable by up to three 3-month periods.

Termination fees: Steelcase would pay $67 million and HNI $71 million or $134 million under specified circumstances.

Steelcase Inc. filed a Form S-8 with the SEC on 11 July 2025 to register 2,000,000 additional shares of Class A Common Stock for issuance under the amended and restated Steelcase Incentive Compensation Plan (effective 9 July 2025).

Including this registration, a cumulative 39,684,969 shares are now registered for potential issuance pursuant to the plan, incorporating seven prior S-8 filings dating back to 1998.

The company classifies itself as a large accelerated filer and provided the standard exhibits—legal opinion, auditor consent, plan document and power of attorney. No new earnings, strategic transactions or operational data were included; the filing is limited to authorizing equity for employee compensation purposes.

Steelcase Inc. (NYSE: SCS) filed an amended Form 8-K dated July 11, 2025 to correct a single figure disclosed in Item 5.02 of its original July 9 report. Shareholders formally approved the Steelcase Inc. Incentive Compensation Plan (ICP) on July 9, 2025. The amendment clarifies that the maximum number of Class A common shares that may be issued under the ICP is 5,025,286, plus any shares underlying pre-effective-date awards that later expire, are cancelled or are forfeited (excluding shares surrendered for exercise price or tax withholding).

The ICP authorises a broad range of equity and cash-based awards—including stock options, RSUs, performance shares and cash units—to employees, directors and other eligible individuals. All grants will be administered by the Board’s Compensation Committee or, within delegated limits, the Chief Executive Officer. No other sections of the original Form 8-K have been revised.

Supporting materials filed with this amendment include:

• Exhibit 10.1: Full text of the amended and restated ICP, effective July 9, 2025.
• Exhibit 104: Cover Page iXBRL data file.

No financial statements, earnings metrics or additional corporate actions were included in this filing.

On July 9, 2025, Steelcase Inc. (NYSE: SCS) held its annual meeting and filed an 8-K to disclose the voting outcomes and the adoption of a new equity-based Incentive Compensation Plan (ICP).

Key actions approved:

• Incentive Compensation Plan: Shareholders authorized up to 3,025,286 additional Class A shares (plus shares recycled from expired or forfeited awards) for future equity and cash-settled grants to employees and directors. Administration will be by the Board’s Compensation Committee or the CEO under delegated authority.
• Board elections: All ten director nominees were re-elected with support ranging from 80.6 % to 97.5 %; most received more than 96 % of votes cast.
• Say-on-Pay: 93.2 % of votes favored the company’s 2025 executive compensation.
• ICP approval (Proposal 3): 93.6 % of shares voted in favor, indicating strong backing for the new equity plan.
• Auditor ratification: Deloitte & Touche LLP was re-appointed for FY 2026 with 97.3 % support.

No earnings figures, M&A activity or other financial statements were included in this filing. The matters are largely governance-related and routine, though the ICP creates modest potential dilution (<3 % of shares outstanding) and provides the company with refreshed equity incentives to align management and shareholder interests.