Item 8.01. Other Events
As previously reported, on August 3, 2025, Steelcase Inc., a Michigan corporation (“Steelcase”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with HNI Corporation, an Iowa corporation (“HNI”), Geranium Merger Sub I, Inc., a Michigan corporation and a direct wholly owned subsidiary of HNI (“Merger Sub Inc.”), and Geranium Merger Sub II, LLC, a Michigan limited liability company and a direct wholly owned subsidiary of HNI (“Merger Sub LLC”), providing for, among other things, on the terms and subject to the conditions therein, the merger of Merger Sub Inc. with and into Steelcase (the “First Merger”), with Steelcase continuing as the surviving corporation of the First Merger and a direct wholly owned subsidiary of HNI, and, immediately after the First Merger, the merger of Steelcase with and into Merger Sub LLC (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub LLC continuing as the surviving entity of the Second Merger and a direct wholly owned subsidiary of HNI.
On November 25, 2025, HNI and Steelcase announced in a joint press release that the deadline for Steelcase shareholders to elect the form of merger consideration that such shareholders desire to receive in the Mergers has been set for 5:00 p.m., Eastern Time, on December 4, 2025. The press release also notes that, for purposes of determining the merger consideration payable to Steelcase shareholders that have elected to receive all cash or all stock consideration, the “HNI common stock reference price” and “Parent Common Stock Reference Price” referenced in the election forms and Merger Agreement, respectively, will be calculated as the volume-weighted (based on the number of shares of HNI common stock traded on each trading day used for this calculation) average closing price, rounded to four decimal places, of one share of HNI common stock on the New York Stock Exchange for the period of 10 consecutive trading days ending on the second full trading day preceding the closing date. Completion of the transaction remains subject to approval by HNI and Steelcase shareholders and the satisfaction or waiver of other customary closing conditions. A copy of the joint press release is attached as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This report 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.
The following factors, among others, relating to the transactions contemplated by the Merger Agreement (the “Transaction”) 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 Merger Agreement; 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; 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.
