Every 8-K that Steelcase, Inc. (SCS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SCS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SCS filings page.
Steelcase Inc. reports that it has been acquired by HNI Corporation and is now a wholly owned subsidiary of HNI following a two-step merger completed on December 10, 2025. Each share of Steelcase class A common stock (other than shares held by HNI and its merger subsidiaries) was converted into the right to receive one of three forms of merger consideration: a mix of 0.2192 HNI shares plus $7.20 in cash, $16.19 in cash plus 0.0009 HNI shares, or 0.3940 HNI shares, with holders receiving cash instead of fractional HNI shares. Trading in Steelcase stock on the NYSE was halted on December 10, 2025, and a Form 25 was filed so Steelcase common stock is no longer listed. Steelcase plans to file Form 15 to terminate its SEC registration and reporting duties. In connection with the deal, Steelcase’s existing credit agreement was fully repaid and terminated, its prior board members ceased serving, and new directors designated by HNI were appointed after the entity was converted back into a Michigan corporation named Steelcase Inc.
Steelcase Inc. shareholders approved the company’s previously announced merger with HNI Corporation at a special meeting on December 5, 2025. Of 114,842,079 Class A shares outstanding as of the record date, 80,726,141 shares (about 70.29%) were represented, establishing a quorum.
The merger proposal received strong support, with 80,318,584 votes for, 322,050 against, and 85,507 abstentions, clearing the required approval threshold. A separate, non-binding advisory vote on compensation tied to the transaction did not pass, drawing 38,128,267 votes for, 41,262,043 against, and 1,335,831 abstentions.
Steelcase and HNI announced that all required shareholder approvals for HNI’s acquisition of Steelcase have now been obtained and that the transaction is expected to close on December 10, 2025, subject to the satisfaction or waiver of customary closing conditions.
Steelcase Inc. (SCS) reports an update on its planned merger with HNI Corporation, focusing on how shareholders will choose their merger consideration. The companies announced that Steelcase shareholders must submit their elections for all-cash, all-stock, or mixed consideration by 5:00 p.m. Eastern Time on December 4, 2025.
The filing explains that the “HNI common stock reference price” used to set stock-based consideration will be the volume‑weighted average closing price of HNI common stock on the New York Stock Exchange over 10 consecutive trading days, ending on the second full trading day before the closing date. The combination remains subject to approval by both HNI and Steelcase shareholders and other customary closing conditions, and the report reiterates extensive risk factors and forward‑looking statement cautions related to completing and integrating the transaction.
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.
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.
Steelcase Inc. filed a current report stating that it has released its second quarter fiscal 2026 financial results and furnished the related earnings release as Exhibit 99.1. The company is also hosting a webcast conference call for the public on September 25, 2025, at 8:30 a.m. Eastern time, accessible through its investor relations website, with a replay available online.
Steelcase completed a voluntary conversion tied to its merger process: Mr. Robert C. Pew III converted 2,216,114 shares of Company Class B common stock into 2,216,114 shares of Company Class A common stock, which triggered an Event of Automatic Conversion and resulted in the automatic one-for-one conversion of all Company Class B shares into Class A shares. Following the Conversion there were 114,717,466 shares of Company Class A common stock outstanding and no shares of Company Class B common stock outstanding. Converted Class B shares will be retired and canceled and holders must deliver certificates, duly endorsed or with proper instruments of transfer, to receive Class A certificates.
The Conversion is described as occurring in connection with a Merger Agreement among Steelcase, HNI Corporation and related parties and associated Letter and Voting Agreements. HNI will file a Registration Statement on Form S-4 and a definitive joint proxy statement/prospectus to register HNI shares to be issued in the transaction; those materials will be sent to shareholders.
On 3 Aug 2025, Steelcase Inc. (NYSE: SCS) executed a definitive Agreement and Plan of Merger with HNI Corporation. The transaction will occur through two sequential mergers that will leave Steelcase as a wholly owned HNI subsidiary.
Consideration: Each outstanding Steelcase Class A or B share will convert, at the holder’s election, into (i) the Mixed package of 0.2192 HNI shares plus $7.20 cash, (ii) an all-cash amount equal to $7.20 + 0.2192 × HNI’s 10-day VWAP, or (iii) an all-stock amount equal to 0.2192 + ($7.20 ÷ VWAP) HNI shares. Proration ensures the overall cash/stock mix matches the Mixed formula, and cash will be paid in lieu of fractional HNI shares.
Employee equity: Vested RSUs and DSUs are cashed out; unvested RSUs and PSUs roll into HNI awards settling in the same cash/stock blend, subject to original vesting terms.
Governance & closing conditions: HNI’s board will expand from 10 to 12 directors, adding two Steelcase designees. Closing requires approvals from both shareholder bases, SEC effectiveness of an S-4, NYSE listing of new HNI shares, antitrust clearance, and no material adverse effect. The outside date is 4 May 2026, extendable by up to three 3-month periods.
Termination fees: Steelcase would pay $67 million and HNI $71 million or $134 million under specified circumstances.
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.
On July 9, 2025, Steelcase Inc. (NYSE: SCS) held its annual meeting and filed an 8-K to disclose the voting outcomes and the adoption of a new equity-based Incentive Compensation Plan (ICP).
Key actions approved:
- Incentive Compensation Plan: Shareholders authorized up to 3,025,286 additional Class A shares (plus shares recycled from expired or forfeited awards) for future equity and cash-settled grants to employees and directors. Administration will be by the Board’s Compensation Committee or the CEO under delegated authority.
- Board elections: All ten director nominees were re-elected with support ranging from 80.6 % to 97.5 %; most received more than 96 % of votes cast.
- Say-on-Pay: 93.2 % of votes favored the company’s 2025 executive compensation.
- ICP approval (Proposal 3): 93.6 % of shares voted in favor, indicating strong backing for the new equity plan.
- Auditor ratification: Deloitte & Touche LLP was re-appointed for FY 2026 with 97.3 % support.
No earnings figures, M&A activity or other financial statements were included in this filing. The matters are largely governance-related and routine, though the ICP creates modest potential dilution (<3 % of shares outstanding) and provides the company with refreshed equity incentives to align management and shareholder interests.