[425] STEELCASE INC Business Combination Communication

Rhea-AI Filing Summary

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.

Insights

M&A and securities regulation analyst

HNI–Steelcase advance merger process with effective S-4 and proxy materials.

The communication centers on the planned transaction between HNI Corporation and Steelcase Inc., highlighting that HNI’s Form S-4 registration statement is effective and that a joint proxy statement/prospectus has been distributed to both companies’ shareholders. This indicates the deal is progressing through the regulatory and shareholder-approval process, but does not itself change the transaction’s economics.

The text is largely devoted to detailed forward-looking statement disclaimers and risk factors. It lists multiple ways the transaction could be delayed, altered, or fail, including lack of shareholder approvals, legal proceedings, integration difficulties, reputational impacts, and dilution from HNI issuing additional shares. It also points investors back to each company’s Form 10-K, Form 10-Q, and other SEC reports for broader business risks.

Because this communication mainly provides legal cautions and directs investors to existing SEC materials, it is best viewed as a procedural step in the merger rather than a new value-moving event. Future filings and the final closing (if achieved) will determine the actual impact of the HNI–Steelcase combination on financial results and capital structure.

Filed by HNI Corporation

(Commission File No.: 001-14225)

Pursuant to Rule 425 of the Securities Act of 1933

Deemed filed pursuant to 14a-12

under the Securities Exchange Act of 1934

Subject Company: Steelcase Inc.

(Commission File No.: 001-13873)

November 25, 2025

The following newsletter was sent to members of HNI Corporation and employees of Steelcase Inc. on November 25, 2025:

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which involve risks and uncertainties. Any statements about HNI’s, Steelcase’s or the combined company’s plans, objectives, expectations, strategies, beliefs, or future performance or events and any other statements to the extent they are not statements of historical fact are forward-looking statements. Words, phrases or expressions such as “anticipate,” “believe,” “could,” “confident,” “continue,” “estimate,” “expect,” “forecast,” “hope,” “intend,” “likely,” “may,” “might,” “objective,” “plan,” “possible,” “potential,” “predict,” “project”, “target,” “trend” and similar words, phrases or expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are based on information available and assumptions made at the time the statements are made. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements about the benefits of the transaction between HNI and Steelcase (the “Transaction”), including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts.

The following Transaction-related factors, among others, could cause actual results to differ materially from those expressed in or implied by forward-looking statements: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between HNI and Steelcase; the outcome of any legal proceedings that may be instituted against HNI or Steelcase; the possibility that the Transaction does not close when expected or at all because required shareholder approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that seeking or obtaining such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, trade policy (including tariff levels), laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which HNI and Steelcase operate; any failure to promptly and effectively integrate the businesses of HNI and Steelcase; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of HNI’s or Steelcase’s customers, employees or other business partners, including those resulting from the announcement, pendency or completion of the Transaction; the dilution caused by HNI’s issuance of additional shares of its capital stock in connection with the Transaction; and the diversion of management’s attention and time to the Transaction from ongoing business operations and opportunities.

Additional important factors relating to Steelcase that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, competitive and general economic conditions domestically and internationally; acts of terrorism, war, governmental action, natural disasters, pandemics and other Force Majeure events; cyberattacks; changes in the legal and regulatory environment; changes in raw material, commodity and other input costs; currency fluctuations; changes in customer demand; and the other risks and contingencies detailed in Steelcase’s most recent Annual Report on Form 10-K and its other filings with the U.S. Securities and Exchange Commission (the “SEC”).

Additional important factors relating to HNI that could cause actual results to differ materially from those in forward-looking statements include, but are not limited to, HNI’s ultimate realization of the anticipated benefits of the acquisition of Steelcase; disruptions in the global supply chain; the effects of prolonged periods of inflation and rising interest rates; labor shortages; the levels of office furniture needs and housing starts; overall demand for HNI’s products; general economic and market conditions in the United States and internationally; industry and competitive conditions; the consolidation and concentration of HNI’s customers; HNI’s reliance on its network of independent dealers; change in trade policy, including with respect to tariff levels; changes in raw material, component, or commodity pricing; market acceptance and demand for HNI’s new products; changing legal, regulatory, environmental, and healthcare conditions; the risks associated with international operations; the potential impact of product defects; the various restrictions on HNI’s financing activities; an inability to protect HNI’s intellectual property; cybersecurity threats, including those posed by potential ransomware attacks; impacts of tax legislation; and force majeure events outside HNI’s control, including those that may result from the effects of climate change, a description of which risks and uncertainties and additional risks and uncertainties can be found in HNI’s most recent Annual Report on Form 10-K and its other filings with the SEC.

These factors are not necessarily all of the factors that could cause HNI’s, Steelcase’s or the combined company’s actual results, performance, or achievements to differ materially from those expressed in or implied by any forward-looking statements. Other unknown or unpredictable factors also could harm HNI’s, Steelcase’s or the combined company’s results.

All forward-looking statements attributable to HNI, Steelcase, or the combined company, or persons acting on HNI’s or Steelcase’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and HNI and Steelcase do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If HNI or Steelcase updates one or more forward-looking statements, no inference should be drawn that HNI or Steelcase will make additional updates with respect to those or other forward-looking statements. Further information regarding HNI, Steelcase and factors that could affect the forward-looking statements contained herein can be found in HNI’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC, and in Steelcase’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its other filings with the SEC.

No Offer or Solicitation

This communication is not an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information and Where to Find It

In connection with the Transaction, HNI has filed with the SEC a Registration Statement on Form S-4 (SEC File No. 333-290205) to register the shares of HNI common stock to be issued in connection with the Transaction. The Registration Statement includes a joint proxy statement of HNI and Steelcase that also constitutes a prospectus of HNI. The registration statement became effective on November 4, 2025, and the definitive joint proxy statement/prospectus has been sent to the shareholders of each of HNI and Steelcase.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING HNI, STEELCASE, THE TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by HNI or Steelcase through the website maintained by the SEC at http://www.sec.gov or from HNI at its website, www.hnicorp.com, or from Steelcase at its website, www.steelcase.com (information included on or accessible through either of HNI’s or Steelcase’s website is not incorporated by reference into this communication).

Participants in the Solicitation

HNI, Steelcase, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies in connection with the Transaction under the rules of the SEC. The preliminary joint proxy statement/prospectus filed with the SEC as part of the Registration Statement on Form S-4 in connection with the Transaction includes information about the interests of the directors and executive officers of HNI and Steelcase and other persons who may be deemed to be participants in the solicitation of proxies in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise. Information about the directors and executive officers of HNI and their ownership of HNI common stock is set forth in the definitive proxy statement for HNI’s 2025 Annual Meeting of Shareholders, filed with the SEC on March 11, 2025; in Table I (Information about our Executive Officers) at the end of Part I of HNI’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the SEC on February 25, 2025; in HNI’s Current Report on Form 8-K filed with the SEC on June 20, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by HNI’s directors and executive officers; and in other documents filed by HNI with the SEC. Information about the directors and executive officers of Steelcase and their ownership of Steelcase common stock can be found in Steelcase’s definitive proxy statement in connection with its 2025 Annual Meeting of Shareholders, filed with the SEC on May 28, 2025; under the heading “Supplementary Item. Information About Our Executive Officers” in Steelcase’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025, filed with the SEC on April 18, 2025; in Steelcase’s Amendment No. 1 to Current Report on Form 8-K/A filed with the SEC on July 11, 2025; in the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by Steelcase’s directors and executive officers; and in other documents filed by Steelcase with the SEC. Free copies of the documents referenced in this paragraph may be obtained as described above under the heading “Important Information and Where to Find It.”

FAQ

What is the main purpose of this HNI–Steelcase (SCS) Rule 425 communication?

The communication explains that HNI and Steelcase (SCS) are pursuing a merger, outlines extensive forward-looking statement risks related to the transaction and each business, and directs investors to the effective joint proxy statement/prospectus and other SEC filings for detailed information.

What SEC filing has HNI submitted for the Steelcase (SCS) transaction?

HNI has filed a Registration Statement on Form S-4 (File No. 333-290205) with the SEC to register shares of HNI common stock to be issued in connection with the Steelcase transaction. The Form S-4 includes a joint proxy statement of HNI and Steelcase that also serves as HNI’s prospectus.

Is the HNI Form S-4 for the Steelcase merger currently effective?

Yes. The communication states that the registration statement became effective on November 4, 2025, and that the definitive joint proxy statement/prospectus has been sent to shareholders of both HNI and Steelcase.

Does this HNI–Steelcase (SCS) communication constitute an offer to buy or sell securities?

No. It explicitly states that this is not an offer to sell or a solicitation of an offer to buy securities and that no sale may occur in any jurisdiction before proper registration or qualification. Any offer of securities would only be made by a prospectus meeting Section 10 of the Securities Act.

What key risks are highlighted regarding the HNI and Steelcase transaction?

The text notes risks that the transaction might not close, potential legal proceedings, integration challenges, reputational impacts, higher-than-expected transaction costs, dilution from HNI issuing additional shares, and broader macro risks such as economic conditions, inflation, interest rates, supply chain disruptions, cyberattacks, and force majeure events.

Where can Steelcase (SCS) and HNI investors find more detailed information about the merger and related risks?

Investors can obtain free copies of the joint proxy statement/prospectus, the Form S-4, and other SEC filings for both HNI and Steelcase through the SEC’s website at www.sec.gov, or via the companies’ own websites, www.hnicorp.com and www.steelcase.com.

How are HNI and Steelcase directors and executives involved in the proxy solicitation for this transaction?

The communication notes that HNI, Steelcase, their directors and certain executive officers may be deemed participants in the proxy solicitation. It points to prior proxy statements, Form 10-K disclosures, Form 8-K filings, and Forms 3 and 4 for details on their security holdings and potential interests in the transaction.