Steelcase (NYSE: SCS) Form 4 details insider share disposition, HNI merger terms

Rhea-AI Filing Summary

Steelcase Inc. (SCS) director reports share disposition tied to HNI merger. A reporting person filed a Form 4 showing that 50,851 shares of Steelcase Class A common stock were disposed of on December 10, 2025, leaving 0 shares beneficially owned directly after the transaction.

This change occurred when Steelcase became a wholly owned subsidiary of HNI Corporation under an Agreement and Plan of Merger dated August 3, 2025. At the First Effective Time, each share of Steelcase Class A common stock outstanding immediately before that time was converted, at the holder’s election and subject to automatic adjustment, into one of several types of merger consideration.

Holders could elect to receive either mixed consideration of 0.2192 shares of HNI common stock plus $7.20 in cash per Steelcase share, cash-focused consideration of $16.19 in cash plus 0.0009 shares of HNI common stock, or stock-focused consideration of 0.3940 shares of HNI common stock per Steelcase share, with any applicable cash in lieu of fractional shares included as part of the overall merger consideration.

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Equity compensation and M&A specialist

Form 4 shows Steelcase director’s holdings go to zero as HNI merger closes.

The report indicates that a Steelcase Inc. director disposed of 50,851 shares of Class A common stock on December 10, 2025, ending with 0 shares beneficially owned directly. The explanation ties this change to the closing mechanics of the merger in which Steelcase became a wholly owned subsidiary of HNI Corporation under an Agreement and Plan of Merger dated August 3, 2025.

Each Steelcase Class A share outstanding immediately before the First Effective Time was converted, at the holder’s election and subject to automatic adjustment, into specified merger consideration. The choices were mixed consideration of $7.20 in cash plus 0.2192 HNI shares, cash-focused consideration of $16.19 plus 0.0009 HNI shares, or stock-focused consideration of 0.3940 HNI shares per Steelcase share, including any cash in lieu of fractional shares.

For investors, this Form 4 mainly confirms the mechanical impact of the merger on an insider’s holdings and restates the per-share consideration mix that Steelcase shareholders could elect in connection with the transaction, rather than introducing new financial performance data or guidance.

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^*

Kelsey Todd P.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		50,851	D	(2)	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").

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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What does the Steelcase (SCS) Form 4 filed for December 10, 2025 report?

It reports that a Steelcase Inc. director disposed of 50,851 shares of Class A common stock on December 10, 2025, resulting in 0 shares beneficially owned directly after the transaction.

How is the Steelcase (SCS) Form 4 related to the HNI Corporation merger?

The filing 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, and the share disposition reflects this merger closing.

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

Each Steelcase Class A share outstanding immediately before the First Effective Time was converted into, at the holder’s election, either: (i) 0.2192 shares of HNI common stock plus $7.20 in cash, (ii) $16.19 in cash plus 0.0009 shares of HNI common stock, or (iii) 0.3940 shares of HNI common stock, in each case including any applicable cash in lieu of fractional shares.

Did Steelcase (SCS) remain independent after the transactions reported in this Form 4?

No. The explanation states that Steelcase Inc. became a wholly owned subsidiary of HNI Corporation as a result of the merger described in the Agreement and Plan of Merger.

What happened to Steelcase (SCS) Class A common stock at the First Effective Time?

At the First Effective Time, each share of Steelcase Class A common stock outstanding immediately before that time was converted into merger consideration chosen by the holder from the cash, stock, or mixed alternatives defined in the merger agreement.

Does the Steelcase (SCS) Form 4 indicate any ongoing derivative securities for the reporting person?

No derivative securities are listed in Table II; only the disposition of 50,851 shares of Class A common stock and a post-transaction balance of 0 shares are shown.