Steelcase (NYSE: SCS) officer details share conversion terms in HNI merger

Rhea-AI Filing Summary

Steelcase Inc. (SCS) officer VP, CLO & Secretary filed a Form 4 reporting equity changes tied to the completion of its merger with HNI Corporation. On December 10, 2025, Steelcase became a wholly owned subsidiary of HNI under a previously signed merger agreement.

At the first merger effective time, each share of Steelcase Class A common stock could be converted, at the holder’s election and subject to automatic adjustment, into one of three types of merger consideration: a mixed package of 0.2192 HNI shares plus $7.20 in cash, a cash-focused package of $16.19 in cash plus 0.0009 HNI shares, or an all-stock package of 0.3940 HNI shares. Unvested restricted stock units and performance unit awards were assumed by HNI and converted into cash-settled and HNI share-settled restricted stock units, maintaining the original vesting terms but referencing the merger consideration structure.

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^*

BLAZINA MEGAN A

(Last) (First) (Middle)

901 44TH STREET 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, CLO & SECRETARY

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)(2)	12/10/2025		D		34,500	D	(3)	0	D
Class A Common Stock	12/10/2025		A(4)		43,950	A	$0	43,950	D
Class A Common Stock	12/10/2025		D		43,950	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 does the Steelcase (SCS) Form 4 filing by the VP, CLO & Secretary report?

The Form 4 reports changes in beneficial ownership of Steelcase Class A common stock by the VP, CLO & Secretary on December 10, 2025, in connection with the completion of the merger with HNI Corporation and the related treatment of equity awards.

What happened to Steelcase Inc. (SCS) in the HNI Corporation merger?

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, with two merger subsidiaries of HNI combining with Steelcase.

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

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 either 0.2192 HNI shares plus $7.20 in cash, or $16.19 in cash plus 0.0009 HNI shares, or 0.3940 HNI shares, plus cash in lieu of fractional shares where applicable.

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

Each Unvested Company RSU Award was assumed by HNI at the first effective time and converted into a restricted stock unit award that settles in a combination of cash (accruing interest at the Applicable Interest Rate) and HNI common stock, based on the mixed election consideration and the original award terms.

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

Each Company PSU Award was assumed by HNI and converted into a restricted stock unit award that settles in an amount of cash with interest and a number of HNI common shares, determined as if the underlying Steelcase shares had elected the mixed election consideration, with shares rounded to the nearest whole share.

Why does the Steelcase (SCS) Form 4 mention a deemed acquisition of shares?

The filing notes that a block of Issuer Class A common stock represents a deemed acquisition of shares underlying unvested performance units, based on deemed attainment of performance metrics under the Merger Agreement using Steelcase’s actual performance.