Steelcase SEC Filings

HNI Corporation and Steelcase Inc. are moving forward with their planned merger and related shareholder votes, supported by an effective Form S-4 registration statement. The communication emphasizes that many statements about the combined company’s future performance, expected benefits of the transaction, integration, and market conditions are forward-looking and subject to significant risks and uncertainties, including potential failure to close, legal proceedings, integration challenges, dilution from new HNI shares, and broader economic factors.

It explains that the joint proxy statement/prospectus included in HNI’s Form S-4 is effective and has been sent to shareholders of both HNI and Steelcase, and urges investors to read it and related SEC filings for detailed information about the transaction, risk factors, and the interests of directors and executive officers. The communication also clarifies that it does not constitute an offer or solicitation to buy or sell securities and that any offer would only be made through a proper prospectus meeting Securities Act requirements.

HNI Corporation has provided an update on its planned acquisition of Steelcase. The companies announced that Steelcase shareholders have until 5:00 p.m. Eastern Time on December 4, 2025 to choose whether they prefer cash or stock as their merger consideration. For shareholders electing all cash or all stock, the value will be based on an HNI common stock reference price calculated as the volume-weighted average closing price of HNI shares over a 10‑trading‑day period ending on the second full trading day before the transaction closes.

The completion of the merger still depends on approval by both HNI and Steelcase shareholders and other customary closing conditions. The report also highlights extensive risk factors, including the possibility the deal may not close, potential integration challenges, market and economic uncertainties, and dilution from issuing additional HNI shares. A joint proxy statement/prospectus on a Form S‑4 registration statement is effective, and definitive materials have been sent to shareholders.

Steelcase Inc. (NYSE: SCS) announced that shareholders have until 5:00 p.m. Eastern Time on December 4, 2025 to elect the form of merger consideration they wish to receive in HNI Corporation’s proposed acquisition of Steelcase. Shareholders can choose cash, HNI stock, or a mix, by submitting properly completed election forms and, if applicable, share certificates or a notice of guaranteed delivery to the exchange agent by the deadline, with earlier cutoffs possible for those holding in “street name.”

Holders who do not make a valid election will be deemed to have chosen the mixed consideration, receiving 0.2192 shares of HNI common stock and $7.20 in cash for each Steelcase share. Elections for all-cash or all-stock consideration are subject to proration mechanisms so that the aggregate cash and stock issued matches what would be paid if all holders received the mixed package. Completion of the transaction is still subject to approval by both HNI and Steelcase shareholders and other customary closing conditions, and additional details are provided in the effective Form S-4 joint proxy statement/prospectus.

Steelcase Inc. (SCS) reports an update on its planned merger with HNI Corporation, focusing on how shareholders will choose their merger consideration. The companies announced that Steelcase shareholders must submit their elections for all-cash, all-stock, or mixed consideration by 5:00 p.m. Eastern Time on December 4, 2025.

The filing explains that the “HNI common stock reference price” used to set stock-based consideration will be the volume‑weighted average closing price of HNI common stock on the New York Stock Exchange over 10 consecutive trading days, ending on the second full trading day before the closing date. The combination remains subject to approval by both HNI and Steelcase shareholders and other customary closing conditions, and the report reiterates extensive risk factors and forward‑looking statement cautions related to completing and integrating the transaction.

Steelcase Inc. (SCS) announced leadership changes tied to its pending transaction with HNI. Upon Closing, the employment of President and CEO Sara E. Armbruster and Chief People Officer Donna K. Flynn will terminate, with each entitled to change in control severance under the Steelcase Executive Severance Plan, subject to its terms.

Chief Operations Officer Robert G. Krestakos will continue leading operations through a Transition Period into early 2026, after which his employment will terminate with severance under the plan. Immediately following Closing, the initial leadership structure is expected to include: Allan W. Smith, Jr. continuing to lead Steelcase Americas Go-to-Market and Global Product; David C. Sylvester continuing as CFO with expanded oversight of EMEA and Asia Pacific; Steven D. Miller continuing as CTO with an expanded digital focus; and Megan A. Blazina continuing to lead Global Legal and Strategy, including compliance and ESG.

HNI’s Form S-4 to register HNI common stock for the Transaction became effective on November 4, 2025, and the definitive joint proxy statement/prospectus has been sent to shareholders.

Steelcase Inc. (SCS) reported an insider ownership update. A director reported transactions on 11/04/2025 in Class A Common Stock under transaction code G, reflecting transfers among direct, spouse, and family trust accounts; the price was noted as (1) Not applicable.

Following the transactions, the director beneficially owned 500,550 shares directly. Indirect holdings included 79,512 shares by trusts (footnote 2), 3,491 by spouse, 106,696 by trusts (footnote 3), 51,957 by a trust (footnote 4), 1,459,753 by CRASTECOM B Limited Partnership (footnote 5), and 10,000 by PILACON Limited Partnership (footnote 6). The form notes disclaimers of beneficial ownership for certain partnership-held shares to the extent of pecuniary interest.

Fifth Third Bancorp, together with affiliates, filed Amendment No. 28 to a Schedule 13G disclosing its beneficial ownership of Steelcase Inc. (SCS) Class A common stock. The group reports 9,885,185 shares, representing 8.6% of the class as of 09/30/2025.

The filing details 8,556,745 shares with sole voting power and 606,916 with shared voting power. It lists 16,932 shares with sole dispositive power and 9,651,745 with shared dispositive power. The securities are held in trust, agency, or custodial capacities by Fifth Third Bank, National Association, whose accounts receive dividends or sale proceeds. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control.