Steelcase (NYSE: SCS) details HNI merger stock and cash election terms

Rhea-AI Filing Summary

Steelcase Inc. vice president and Chief People Officer filed a Form 4 reporting changes in ownership tied to the completion of Steelcase’s merger with HNI Corporation. Steelcase became a wholly owned subsidiary of HNI under an Agreement and Plan of Merger dated August 3, 2025.

At the first effective time of the merger, each share of Steelcase Class A common stock was converted, at the holder’s election and subject to automatic adjustment, into one of three forms of consideration: a mixed package of 0.2192 HNI shares plus $7.20 in cash per share, a primarily cash package of $16.19 plus 0.0009 HNI shares per share, or an all‑stock election of 0.3940 HNI shares per share.

Unvested restricted stock units and performance units were assumed by HNI and converted into cash‑ and stock‑settled restricted stock unit awards, with amounts based on Steelcase’s actual performance and as if the holder had elected the mixed consideration. Several lines in the table reflect deemed acquisitions and disposals as the original Steelcase equity awards were replaced by HNI‑denominated awards.

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

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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^*

Flynn Donna K

(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)
	VP, Chief People 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		40,359	D	(2)	65,900	D
Class A Common Stock	12/10/2025		D		65,900	D	(3)	0	D
Class A Common Stock	12/10/2025		A(4)		148,200	A	$0	148,200	D
Class A Common Stock	12/10/2025		D		148,200	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
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FAQ

What insider transaction is reported for Steelcase (SCS) in this Form 4?

The filing reports changes in ownership for Steelcase’s VP and Chief People Officer resulting from the completion of Steelcase’s merger with HNI Corporation, including the conversion and replacement of Class A common stock and equity awards under the merger terms.

What happened to Steelcase (SCS) common stock in the HNI merger?

At the first effective time of the merger, each share of Steelcase Class A common stock outstanding was converted, at the holder’s election and subject to automatic adjustment, into either mixed election consideration, cash election consideration, or stock election consideration in HNI.

What mixed election consideration did Steelcase (SCS) shareholders receive in the HNI deal?

Under the mixed election consideration, each Steelcase Class A share was converted into the right to receive 0.2192 shares of HNI common stock plus $7.20 in cash, together with cash in lieu of any fractional HNI shares.

What cash election consideration was available to Steelcase (SCS) shareholders?

Shareholders who chose the cash election consideration received $16.19 in cash and 0.0009 shares of HNI common stock for each share of Steelcase Class A common stock, plus any required cash in lieu of fractional shares.

What stock election consideration did Steelcase (SCS) shareholders have in the HNI merger?

Under the stock election consideration, each Steelcase Class A share was converted into the right to receive 0.3940 shares of HNI common stock, plus cash in lieu of fractional shares, as part of the merger consideration.

How were Steelcase (SCS) unvested RSUs treated in the HNI transaction?

Each unvested Steelcase restricted stock unit award was assumed by HNI and converted into a restricted stock unit that settles in a mix of cash, which accrues interest using the applicable interest rate, and HNI common shares based on the mixed election consideration, with the same vesting terms as before the merger.

What happened to Steelcase (SCS) performance share units in the HNI merger?

Each Steelcase performance share unit award was assumed by HNI and converted into a restricted stock unit award that settles in cash (accruing interest at the applicable interest rate) and HNI common shares, calculated as if the underlying Steelcase shares received the mixed election consideration and based on performance attainment specified in the merger agreement.