Steelcase (NYSE: SCS) merger with HNI details cash and stock consideration

Rhea-AI Filing Summary

Steelcase Inc. reports insider equity changes tied to its acquisition by HNI Corporation. Under an Agreement and Plan of Merger dated August 3, 2025, Steelcase became a wholly owned subsidiary of HNI on December 10, 2025.

At the first effective time of the merger, each share of Steelcase Class A common stock was converted into one of three types of merger consideration at the holder’s election: mixed consideration of 0.2192 HNI shares plus $7.20 in cash, cash-heavy consideration of $16.19 in cash plus 0.0009 HNI shares, or all‑stock consideration of 0.3940 HNI shares.

Unvested restricted stock units and performance share units held by the reporting officer were assumed by HNI and converted into cash‑ and stock‑settled restricted stock unit awards that mirror the mixed election terms, with cash portions accruing interest at an applicable rate. As a result, the officer’s Steelcase holdings shown in the table were either converted or reduced to zero in connection with the merger.

Insights

Equity compensation and M&A expert

Steelcase’s merger into HNI converts insider equity into HNI stock and cash.

The content describes how Steelcase Inc. became a wholly owned subsidiary of HNI Corporation on December 10, 2025 under a previously signed merger agreement. Each Steelcase Class A share was converted into one of three types of merger consideration, with clear per‑share terms in cash and HNI stock. This clarifies exactly what Steelcase shareholders, including insiders, received at closing.

Unvested restricted stock units and performance share units did not disappear; instead, they were assumed by HNI and converted into restricted stock unit awards tied to HNI. These new awards will settle in a mix of cash, which accrues interest at an applicable rate, and HNI shares, based on the mixed election terms defined in the agreement.

For investors, this shows the mechanics of how insider and employee equity rolled into HNI at the first effective time, including the mixed, cash‑heavy, and stock‑heavy choices. Future company disclosures from HNI will be the place to see how these converted awards affect HNI’s share‑based compensation and outstanding equity over time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sylvester David C

(Last) (First) (Middle)

STEELCASE INC.

901 44TH ST SE

(Street)

GRAND RAPIDS MI 49508

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STEELCASE INC [ NYSE: SCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	12/10/2025		D		474,723	D	(2)	160,200	D
Class A Common Stock	12/10/2025		D		160,200	D	(3)	0	D
Class A Common Stock	12/10/2025		A(4)		360,450	A	$0	360,450	D
Class A Common Stock	12/10/2025		D		360,450	D	(5)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On December 10, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated August 3, 2025, by and among HNI Corporation ("HNI"), Steelcase Inc. (the "Issuer"), Geranium Merger Sub I, Inc. and Geranium Merger Sub II, LLC, the Issuer became a wholly owned subsidiary of HNI.

2. At the First Effective Time (as defined in the Merger Agreement), pursuant to the Merger Agreement and subject to certain exceptions, each share of Issuer Class A Common Stock outstanding immediately before the First Effective Time was converted into, at the election of the holder thereof, subject to automatic adjustment, the right to receive the following consideration (collectively with, if applicable, cash in lieu of fractional shares, the "merger consideration"): (i) (a) 0.2192 shares of HNI common stock and (b) $7.20 in cash (together, the "mixed election consideration"); (ii) $16.19 in cash and 0.0009 shares of HNI common stock (the "cash election consideration"); or (iii) 0.3940 shares of HNI common stock (the "stock election consideration").

3. Pursuant to the Merger Agreement, at the First Effective Time, each Unvested Company RSU Award (as defined in the Merger Agreement) was assumed by HNI and converted into a restricted stock unit award that settles in an amount in cash (that accrues interest using the Applicable Interest Rate (as defined in the Merger Agreement)) and a number of shares of HNI common stock (rounded to the nearest whole share) that the holder would have received if the holder would have converted all of the Issuer common stock underlying the Unvested Company RSU Award based on an election to receive the mixed election consideration with the same terms and conditions as applied to such Unvested Company RSU Award immediately prior to the First Effective Time.

4. Represents a deemed acquisition of shares of Issuer Class A Common Stock underlying unvested performance units based on the deemed attainment of the applicable performance metrics based on the Issuer's actual performance as set forth in the Merger Agreement.

5. Pursuant to the Merger Agreement, at the First Effective Time, each Company PSU Award (as defined in the Merger Agreement) was assumed by HNI and converted into a restricted stock unit award that settles in an amount in cash (that accrues interest using the Applicable Interest Rate) and a number of shares of HNI common stock (rounded to the nearest whole share) that the holder would have received if the holder would have converted all of the Issuer common stock underlying the Company PSU Award based on an election to receive mixed election consideration.

Remarks:

	Liesl A. Maloney, by power of attorney	12/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What major transaction involving Steelcase Inc. (SCS) is described?

The content explains that on December 10, 2025, Steelcase Inc. became a wholly owned subsidiary of HNI Corporation under an Agreement and Plan of Merger dated August 3, 2025.

What merger consideration did Steelcase (SCS) shareholders receive from HNI?

Each Steelcase Class A share was converted into one of three choices: (i) 0.2192 HNI shares plus $7.20 in cash (mixed election), (ii) $16.19 in cash plus 0.0009 HNI shares (cash election), or (iii) 0.3940 HNI shares (stock election), plus any cash in lieu of fractional shares.

How were Steelcase unvested RSU awards treated in the HNI merger?

At the first effective time, each unvested Steelcase RSU award was assumed by HNI and converted into a restricted stock unit award that will settle in a combination of cash, which accrues interest at an applicable rate, and HNI shares, calculated as if the holder had elected the mixed consideration.

What happened to Steelcase performance share unit (PSU) awards in the merger?

Each Steelcase PSU award was assumed by HNI and converted into a restricted stock unit award that settles in cash (accruing interest) and HNI shares, based on treating the underlying Steelcase stock as if the holder had elected the mixed election consideration.

Why does the insider’s Steelcase share balance show reductions to zero?

The table shows dispositions and deemed acquisitions tied to the merger mechanics, after which Steelcase became a wholly owned subsidiary of HNI. The insider’s Steelcase Class A share positions were either converted into merger consideration or reduced to zero in line with the merger agreement.

Who is the reporting person in this Steelcase (SCS) insider report and what is their role?

The reporting person is an officer of Steelcase, serving as SVP, Chief Financial Officer, and the filing reflects changes in their beneficial ownership resulting from the merger with HNI.