Steelcase outlines post-Closing leadership; CEO exit tied to HNI deal

Rhea-AI Filing Summary

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.

Insights

M&A governance analyst

Leadership realignment disclosed ahead of HNI/Steelcase Closing; neutral.

The filing outlines leadership departures and continuity plans conditioned on the Transaction’s Closing. The CEO and Chief People Officer will exit immediately after Closing, with severance per the Executive Severance Plan. The COO remains through a defined Transition Period into early 2026, then departs with severance.

Continuity is signaled through named leaders: Americas go-to-market and product under Allan W. Smith, Jr.; finance under CFO David C. Sylvester with added EMEA and Asia Pacific oversight; IT under CTO Steven D. Miller with expanded digital focus; and legal and strategy under Megan A. Blazina, including compliance and ESG.

Procedurally, HNI’s S-4 became effective on November 4, 2025, and the definitive joint proxy statement/prospectus has been distributed. Actual impact depends on the Transaction’s Closing and subsequent integration steps as disclosed by the companies.

8-K Event Classification

2 items: 5.02, 8.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

STEELCASE INC false 0001050825 0001050825 2025-11-06 2025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 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. ☐

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

On November 6, 2025, it was announced that the employment of each of Sara E. Armbruster, President and Chief Executive Officer of Steelcase Inc. (the “Company” or “Steelcase”), and Donna K. Flynn, Vice President, Chief People Officer of the Company, will terminate immediately following the closing (“Closing”) of the previously announced pending transaction (the “Transaction”) between the Company and HNI Corporation, an Iowa corporation (“HNI”). In connection with the termination of their employment, Mses. Armbruster and Flynn will each be entitled to receive the change in control severance payments and benefits pursuant to the Steelcase Executive Severance Plan, as amended (the “ESP”), subject to the terms and conditions set forth in the ESP.

On November 6, 2025, it was also announced that Robert G. Krestakos, Vice President, Chief Operations Officer of the Company, will continue leading operations for Steelcase following Closing through a date to be later determined in early calendar year 2026 (the “Transition Period”). Following the conclusion of the Transition Period, Mr. Krestakos’ employment will be terminated and he will be entitled to receive the change in control severance payments and benefits pursuant to the ESP, subject to the terms and conditions set forth in the ESP.

Item 8.01 Other Events.

On November 6, 2025, the Company announced that it is expected that, as part of the initial leadership structure immediately following the Closing, (a) Allan W. Smith, Jr., Senior Vice President, President, Americas and Chief Product Officer of the Company, will continue leading the Steelcase Americas Go-to-Market and Global Product functions, overseeing Sales in Americas, Global Brand and Communications, Research, Product Development, Engineering and Design, (b) David C. Sylvester, Senior Vice President, Chief Financial Officer of the Company, will continue leading Steelcase Finance and will expand his responsibilities to include oversight of the Europe, the Middle East and Africa and Asia Pacific regions, (c) Steven D. Miller, Vice President, Chief Technology Officer of the Company, will continue leading Steelcase Information Technology with an expanded focus on advancing digital capabilities and customer-centered experiences, and (d) Megan A. Blazina, Vice President, Chief Legal Officer and Secretary of the Company, will continue leading Steelcase Global Legal and Strategy, including compliance and Environmental, Social and Governance initiatives.

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 filed with the U.S. Securities and Exchange Commission (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 HNI’s website or Steelcase’s website is not incorporated by reference into this communication).

2

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.
Date: November 7, 2025		By:		/s/ Megan A. Blazina
				Name:		Megan A. Blazina
				Title:		Vice President, Chief Legal Officer and Secretary

3

FAQ

What leadership changes did Steelcase (SCS) disclose in connection with the HNI Transaction?

The CEO, Sara E. Armbruster, and Chief People Officer, Donna K. Flynn, will have their employment terminate immediately following Closing, with severance per the ESP.

How long will Steelcase’s COO remain after Closing?

Robert G. Krestakos will continue leading operations through a Transition Period into early 2026, after which his employment will terminate with severance per the ESP.

Who will lead key functions at Steelcase immediately after Closing?

Allan W. Smith, Jr. (Americas go-to-market and product), David C. Sylvester (Finance plus EMEA/APAC), Steven D. Miller (IT with expanded digital focus), and Megan A. Blazina (Global Legal and Strategy).

What did Steelcase and HNI communicate about SEC filings for the Transaction?

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

Will departing Steelcase executives receive severance benefits?

Yes. Departures are entitled to change in control severance under the Steelcase Executive Severance Plan, subject to its terms and conditions.

Does this communication constitute an offer to sell securities?

No. It states it is not an offer or solicitation and that any offer would be made only by a prospectus meeting Section 10 of the Securities Act.