SCS files 8-K/A; updates Incentive Compensation Plan share limit

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR – Minor amendment; neutral impact.

This 8-K/A only corrects the share cap for Steelcase’s newly approved Incentive Compensation Plan. The clarified pool of 5.0 million shares (with limited recycling provisions) is routine for a company of Steelcase’s size and does not alter previously disclosed economics or strategy. Because no new awards are announced and no financial guidance changes, the filing is informational and should have minimal valuation impact. Investors may note potential future dilution from equity grants, yet the plan’s existence was already known from the proxy filed May 28.

0001050825TRUETrue000105082500010508252025-07-092025-07-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K/A

(Amendment No. 1)

______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 9, 2025

_____________________

STEELCASE INC.

(Exact name of registrant as specified in its charter)

Michigan						1-13873			38-0819050
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
901 44th Street SE
Grand Rapids,			Michigan						49508
(Address of principal executive offices)									(Zip Code)

Registrant's telephone number, including area code: (616) 247-2710

None

(Former name, former address and former fiscal year, if changed since last report.)

_______

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Class A Common Stock			SCS			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

EXPLANATORY NOTE

Steelcase Inc. is filing this amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2025 (the “Original 8-K”) solely to correct the reference in Item 5.02 of the Original 8-K to the maximum number of shares of Steelcase Inc.’s Class A Common Stock available for issuance under the Steelcase Inc. Incentive Compensation Plan. Except for the foregoing, this amendment does not amend, modify or update the information contained in the Original 8-K.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)On July 9, 2025 (the “Effective Date”), the shareholders of Steelcase Inc. (the “Company”) approved the Steelcase Inc. Incentive Compensation Plan (the “ICP”). The ICP allows the Company to grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, phantom shares and other share-based awards to employees and directors of the Company and its subsidiaries or affiliates and other individuals designated by the Compensation Committee of the Company’s Board of Directors. The maximum number of shares of the Company’s Class A Common Stock available for issuance under the ICP is 5,025,286 plus the number of shares that are subject to or underlie awards made under the ICP prior to the Effective Date which expire or are cancelled or forfeited following the Effective Date, except for shares surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of such an award. Awards under the ICP are determined by the Compensation Committee of the Company’s Board of Directors or by the Company’s Chief Executive Officer pursuant to delegated authority and subject to certain limitations.

A copy of the ICP is attached as Exhibit 10.1 and is incorporated herein by reference. A summary of the ICP is also included in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 28, 2025, beginning on page 68, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)EXHIBITS.

Exhibit No.						Description
10.1						Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 9, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STEELCASE INC.

By:			/s/ David C. Sylvester
			David C. Sylvester Senior Vice President, Chief Financial Officer

Date: July 11, 2025

FAQ

Why did Steelcase (SCS) file an amended Form 8-K on July 11, 2025?

To correct the maximum share count available under the Incentive Compensation Plan disclosed in the original July 9 filing.

How many Class A shares are authorized under Steelcase's Incentive Compensation Plan?

A maximum of 5,025,286 shares, plus any shares from pre-effective-date awards that later lapse without issuance.

Which types of awards can be granted under Steelcase's ICP?

The ICP permits options, SARs, restricted stock, RSUs, performance shares/units, cash-based awards, phantom shares and other share-based awards.

Who administers Steelcase's Incentive Compensation Plan?

The Compensation Committee of the Board, or the CEO under delegated authority within stated limits.

Where can investors find the full text of Steelcase's amended ICP?

It is filed as Exhibit 10.1 to the amended Form 8-K dated July 11, 2025.