SCS 8-K: First Supplemental Indenture with BNY Mellon Trustee on Oct 9, 2025

Rhea-AI Filing Summary

Steelcase Inc. filed an Form 8-K disclosing a First Supplemental Indenture dated October 9, 2025 between Steelcase and The Bank of New York Mellon Trust Company, N.A. acting as trustee. The filing notes interactive Inline XBRL data is embedded and references Rule 12b-2 of the Securities Exchange Act. The document is signed by David C. Sylvester, Senior Vice President and Chief Financial Officer, with a filing date of October 10, 2025. The filing establishes that supplemental documentation to the company’s indenture exists, but does not include the supplemental indenture's financial terms, covenants, or changes to debt structure within the text provided.

Insights

Corporate Finance Attorney

TL;DR: A supplemental indenture was executed and filed, confirming trustee involvement and formal amendment documentation.

The filing records a First Supplemental Indenture dated October 9, 2025 with The Bank of New York Mellon Trust Company, N.A. as trustee. This procedural step memorializes contractual amendments or clarifications to an existing indenture and creates an official public record.

Key dependencies are the supplemental indenture's specific terms—such as changes to covenants, security, or payment priority—which are not included here. Watch for any filed exhibit or further 8-K disclosure that attaches the full supplemental indenture to assess investor impact within weeks.

Fixed‑Income Analyst

TL;DR: The filing signals a formal change to debt documentation but provides no quantitative impact details.

The notice confirms an amendment to the company’s indenture recorded with a trustee, which could affect bondholder rights or debt servicing mechanics. Without the exhibit, there is no disclosed change in amounts, maturity dates, or covenant levels to evaluate.

Material effects depend on the absent terms; monitor for the supplemental indenture exhibit or subsequent disclosures over the next reporting cycle to determine any credit or liquidity implications.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

STEELCASE INC false 0001050825 0001050825 2025-10-09 2025-10-09

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): October 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the previously announced pending acquisition (the “Acquisition”) of Steelcase Inc., a Michigan corporation (the “Company” or “Steelcase”), by HNI Corporation, an Iowa corporation (“HNI”), HNI is offering to exchange (the “Exchange Offer”) any and all outstanding 5.125% Senior Notes due 2029 (the “Existing Steelcase Notes” as issued by Steelcase and held by eligible holders), for up to $450,000,000 aggregate principal amount of new notes to be issued by HNI, pursuant to the terms and conditions set forth in HNI’s confidential offering memorandum and consent solicitation statement, dated September 26, 2025 (“Consent Solicitation”).

In conjunction with the Exchange Offer, HNI, on behalf of the Company, solicited consents from eligible holders of the Existing Steelcase Notes (“Consents”) to adopt certain proposed amendments to the Indenture, dated as of August 7, 2006, between the Company and J.P. Morgan Trust Company, National Association, as trustee, governing the Existing Steelcase Notes, as amended and supplemented (the “Existing Steelcase Indenture”), and the Existing Steelcase Notes to eliminate certain covenants and restrictive provisions from the Existing Steelcase Indenture and the Existing Steelcase Notes (the “Proposed Amendments”). HNI received the Consents required to adopt the Proposed Amendments.

On October 9, 2025, the Company entered into a First Supplemental Indenture, dated as of October 9, 2025 (the “Supplemental Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor in interest to J.P. Morgan Trust Company, National Association (the “Trustee”), to the Existing Steelcase Indenture, giving effect to the Proposed Amendments.

The Supplemental Indenture is effective and constitutes a binding agreement between the Company and the Trustee. However, the Proposed Amendments will not become operative until the settlement date for the Exchange Offer and the Consent Solicitation, which is expected to be within five business days after the expiration date of the Exchange Offer of 5:00 p.m., New York City time, on October 27, 2025, unless extended by HNI. The Company has been advised that, in the event that the consummation of the Acquisition is not anticipated to occur on or before such date, for any reason, HNI anticipates extending the expiration date until such time that the Acquisition may be consummated on or before the settlement date.

The Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		First Supplemental Indenture, dated as of October 9, by and between Steelcase Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: October 10, 2025				By:		/s/ David C. Sylvester
				Name:		David C. Sylvester
				Title:		Senior Vice President, Chief Financial Officer

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FAQ

What did Steelcase (SCS) file in this 8-K?

Steelcase filed a Form 8-K disclosing a First Supplemental Indenture dated October 9, 2025 with The Bank of New York Mellon Trust Company, N.A. as trustee.

Who signed the 8-K for Steelcase (SCS)?

The filing is signed by David C. Sylvester, Senior Vice President, Chief Financial Officer, dated October 10, 2025.

Does the 8-K include the supplemental indenture terms (maturities, covenants, amounts)?

No. The provided text confirms the supplemental indenture exists but does not include specific financial terms, covenants, maturities, or amounts.

Is there machine-readable data attached to the filing?

Yes. The filing notes a Cover Page Interactive Data File embedded within the Inline XBRL document.

What rule under the Exchange Act is referenced in the filing?

The filing references Rule 12b-2 of the Securities Exchange Act of 1934.