Steelcase (NYSE: SCS) completes HNI merger with stock and cash choices

Rhea-AI Filing Summary

Steelcase Inc. director and major holder reported the disposition of his Steelcase Class A shares in connection with the company’s merger into HNI Corporation. On December 10, 2025, Steelcase became a wholly owned subsidiary of HNI under a previously signed merger agreement. The reporting person’s holdings included 1,868,267 Class A shares held directly, 500 shares held indirectly through his wife, and 2,216,114 shares held indirectly through a family trust.

At the first effective time of the merger, each outstanding share of Steelcase Class A common stock was converted into one of three forms of merger consideration, at the holder’s election and subject to automatic adjustment: (i) the mixed election consideration of 0.2192 shares of HNI common stock plus $7.20 in cash, (ii) the cash election consideration of $16.19 in cash plus 0.0009 shares of HNI common stock, or (iii) the stock election consideration of 0.3940 shares of HNI common stock. Cash was also paid in lieu of any fractional HNI shares.

Insights

Equity M&A and corporate actions analyst

Steelcase’s merger into HNI closes, converting all Class A shares into cash, HNI stock, or a mix.

The content describes completion of the merger in which Steelcase Inc. became a wholly owned subsidiary of HNI Corporation on December 10, 2025. A director and large shareholder reports dispositions of 1,868,267 Class A shares held directly, 500 through his wife, and 2,216,114 through a family trust, reflecting that Steelcase equity is being converted rather than traditionally sold.

The merger consideration mechanics are clearly defined. Each Steelcase Class A share was converted into one of three options: a mixed package of 0.2192 HNI shares plus $7.20 cash, an alternative of $16.19 cash plus 0.0009 HNI shares, or an all‑stock option of 0.3940 HNI shares, with cash in lieu of fractional shares. These fixed ratios determine how Steelcase ownership transitions into HNI equity or cash and formalize the economic terms for former Steelcase holders.

This Form 4 mainly documents how one insider’s holdings were affected by the closing, rather than setting new economic terms. The key milestone already embedded in prior agreements is the merger’s effectiveness on December 10, 2025, after which Steelcase functions as an HNI subsidiary and its former public equity converts into the specified mix of HNI stock and cash.

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^*

PEW ROBERT C III

(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		1,868,267	D	(2)	0	D
Class A Common Stock	12/10/2025		D		500	D	(2)	0	I	By wife
Class A Common Stock	12/10/2025		D		2,216,114	D	(2)	0	I	By trust(3)

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. Represents shares held by a trust for the benefit of Mr. Pew and his family members for which Mr. Pew serves as co-trustee.

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 merger involving Steelcase Inc. (SCS) is described here?

The content describes the closing of a merger under which Steelcase Inc. became a wholly owned subsidiary of HNI Corporation on December 10, 2025, pursuant to an Agreement and Plan of Merger dated August 3, 2025.

What consideration did Steelcase (SCS) Class A shareholders receive in the HNI merger?

Each share of Steelcase Class A common stock was converted into one of three options: (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, with cash paid in lieu of fractional shares.

Whose Steelcase (SCS) holdings are reported and what was the relationship to the company?

The holdings belong to a reporting person who is a director of Steelcase Inc. The filing shows his direct holdings, as well as indirect holdings through his wife and a family trust for which he serves as co‑trustee.

How many Steelcase shares did the director dispose of in connection with the merger?

The director reported dispositions of 1,868,267 Class A shares held directly, 500 Class A shares held indirectly by his wife, and 2,216,114 Class A shares held indirectly by a family trust.

Why is the transaction price shown as zero for the Steelcase (SCS) share dispositions?

The transactions are coded as dispositions at a price of 0 because the shares were converted into defined merger consideration under the HNI merger agreement, rather than being sold on the open market for cash proceeds.

What is the trust mentioned in relation to the Steelcase (SCS) director’s holdings?

The filing states that a portion of the shares is held by a trust for the benefit of the director, Mr. Pew, and his family members, and that he serves as co‑trustee of this trust.