Steelcase (NYSE: SCS) director reports 60,907-share disposal in HNI merger conversion

Rhea-AI Filing Summary

Steelcase Inc. (SCS) director reports share conversion tied to HNI merger. A reporting person who served as a director of Steelcase Inc. disclosed that on December 10, 2025 their beneficial ownership of 60,907 shares of Steelcase Class A common stock went to zero following a corporate transaction. The filing notes that 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 under the merger agreement, each outstanding share of Steelcase Class A common stock was converted, at the holder’s election and subject to automatic adjustment, into one of three types of merger consideration: (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.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Williams Linda 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)

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		60,907	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Steelcase Inc. (SCS) report on this Form 4?

The Form 4 reports that a Steelcase Inc. director disposed of 60,907 shares of Steelcase Class A common stock on December 10, 2025, leaving them with 0 shares beneficially owned after the merger-related transaction.

How did the HNI Corporation and Steelcase Inc. merger affect SCS shares?

According to the disclosure, Steelcase Inc. became a wholly owned subsidiary of HNI Corporation on December 10, 2025. Each outstanding share of Steelcase Class A common stock was converted into HNI stock and/or cash under the merger agreement.

What merger consideration did Steelcase Inc. (SCS) shareholders receive for each share?

Each Steelcase Class A share was converted, at the holder’s election and subject to automatic adjustment, into one of three options: (i) 0.2192 HNI shares plus $7.20 in cash, (ii) $16.19 in cash plus 0.0009 HNI shares, or (iii) 0.3940 HNI shares, plus any cash in lieu of fractional shares.

What is the relationship of the reporting person to Steelcase Inc. (SCS)?

The reporting person identified in the Form 4 is a director of Steelcase Inc. and is not indicated as a 10% owner or officer in this filing.

Is this Steelcase Inc. (SCS) Form 4 filed for one insider or a group?

The Form 4 is indicated as being filed by one reporting person, not by more than one reporting person.

What was the key corporate event driving this Steelcase Inc. (SCS) Form 4 filing?

The filing explains that the reported transaction stems from the completion of a merger under an Agreement and Plan of Merger dated August 3, 2025, under which Steelcase Inc. became a wholly owned subsidiary of HNI Corporation on December 10, 2025.