Steelcase (NYSE: SCS) officer reports equity conversion terms in HNI merger

Rhea-AI Filing Summary

Steelcase Inc. reported insider equity changes tied to its merger with HNI Corporation. A company officer serving as vice president and chief technology officer filed a Form 4 showing dispositions and deemed acquisitions of Steelcase Class A common stock on December 10, 2025, the date Steelcase became a wholly owned subsidiary of HNI.

Under the merger agreement, each share of Steelcase Class A common stock outstanding immediately before the first merger effective time was converted, at the holder’s election and subject to automatic adjustment, into one of three forms of consideration: (i) 0.2192 shares of HNI common stock plus $7.20 in cash (mixed election), (ii) $16.19 in cash plus 0.0009 shares of HNI common stock (cash election), or (iii) 0.3940 shares of HNI common stock (stock election). Unvested restricted stock units and performance share units were assumed by HNI and converted into cash-and-stock-settled HNI restricted stock units with terms mirroring the prior 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^*

Miller Steven Douglas

(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 Technology 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		43,491	D	(2)	66,000	D
Class A Common Stock	12/10/2025		D		66,000	D	(3)	0	D
Class A Common Stock	12/10/2025		A(4)		148,500	A	$0	148,500	D
Class A Common Stock	12/10/2025		D		148,500	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 did Steelcase Inc. (SCS) report in this Form 4?

The filing reports equity changes for a Steelcase officer who is a vice president and chief technology officer. On December 10, 2025, the officer’s holdings of Steelcase Class A common stock, restricted stock units, and performance units were adjusted in connection with the closing of the merger with HNI Corporation.

How did the HNI merger affect Steelcase (SCS) common shareholders?

As of the first merger effective time, each share of Steelcase Class A common stock outstanding immediately beforehand was converted, at the holder’s election, into one of three types of merger consideration combining HNI common stock and cash, based on the terms set in the merger agreement.

What mixed stock-and-cash consideration was offered to Steelcase (SCS) shareholders?

The mixed election consideration for each Steelcase Class A share consisted of 0.2192 shares of HNI common stock plus $7.20 in cash, with cash also paid in lieu of any fractional HNI shares.

What all-cash–leaning election was available to Steelcase (SCS) shareholders?

Under the cash election consideration, each Steelcase Class A share could be converted into $16.19 in cash plus 0.0009 shares of HNI common stock, again subject to cash in lieu of any fractional share.

What all-stock consideration option did Steelcase (SCS) shareholders have?

The stock election consideration allowed each Steelcase Class A share to be converted into 0.3940 shares of HNI common stock, with any fractional share settled in cash according to the merger agreement.

How were Steelcase (SCS) unvested RSUs and performance share units treated in the HNI merger?

At the first effective time, each unvested restricted stock unit and each performance share unit award covering Steelcase common stock was assumed by HNI and converted into a restricted stock unit award that will settle in a mix of cash (accruing interest at an applicable rate) and HNI common shares, as if the underlying Steelcase shares had received the mixed election merger consideration.