Steelcase Inc. (NYSE: SCS) director reports share disposition as HNI merger closes

Rhea-AI Filing Summary

Steelcase Inc. reports that, following completion of its merger with HNI Corporation on December 10, 2025, the company became a wholly owned subsidiary of HNI. In connection with this transaction, a director reported the disposition of 133,575 shares of Steelcase Class A common stock, leaving 0 shares beneficially owned after the transaction.

Under the merger terms, each outstanding share of Steelcase Class A common stock was converted into the right to receive one of three forms of consideration, at the holder’s election: a mix of 0.2192 HNI shares plus $7.20 in cash, or $16.19 in cash plus 0.0009 HNI shares, or 0.3940 HNI shares, in each case with cash paid in lieu of fractional HNI shares.

Insights

M&A and equity structure analyst

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

The disclosure confirms that Steelcase Inc. has been acquired and is now a wholly owned subsidiary of HNI Corporation, effective at the First Effective Time on December 10, 2025. A reporting director shows disposition of 133,575 Steelcase Class A shares, with 0 shares remaining beneficially owned, consistent with all outstanding shares being converted under the merger terms.

The merger consideration structure offers three election choices per Steelcase share: a mixed package of 0.2192 HNI common shares plus $7.20 in cash, an alternative of $16.19 in cash plus 0.0009 HNI shares, or a stock-focused option of 0.3940 HNI shares, with cash paid instead of fractional shares. The actual impact on each former Steelcase holder depends on which form of consideration they elected under the Agreement and Plan of Merger dated August 3, 2025.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DUCKWORTH CONNIE K

Role Director

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	133,575	$0.00	--

Holdings After Transaction: Class A Common Stock — 0 shares (Direct)

Footnotes (1)

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. 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").

Form 4 Insider Transactions: What Each Field Means →

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^*

DUCKWORTH CONNIE 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		133,575	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 does this Form 4 for Steelcase Inc. (SCS) report?

It reports that a Steelcase director disposed of 133,575 shares of Class A common stock on December 10, 2025, in connection with the completion of the company’s merger with HNI Corporation, leaving the reporting person with 0 shares beneficially owned.

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

On December 10, 2025, under the Agreement and Plan of Merger dated August 3, 2025, Steelcase Inc. became a wholly owned subsidiary of HNI Corporation, and all outstanding Steelcase Class A common shares were converted into specified stock-and-cash merger consideration.

What merger consideration did Steelcase (SCS) shareholders receive for each Class A share?

Each Steelcase Class A share was converted into one of three alternatives: (i) 0.2192 shares of HNI common stock plus $7.20 in cash, (ii) $16.19 in cash plus 0.0009 HNI shares, or (iii) 0.3940 HNI shares, with cash paid instead of fractional shares.

Did the reporting person on this Steelcase (SCS) Form 4 retain any Steelcase shares after the merger?

No. After the reported transaction related to the merger, the reporting person shows 0 shares of Steelcase Class A common stock beneficially owned.

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

The filing indicates that the reporting person is a director of Steelcase Inc., and the Form 4 is filed as a Form filed by one reporting person.

How are fractional shares handled in the Steelcase–HNI merger consideration?

The consideration description states that, where applicable, shareholders receive cash in lieu of fractional shares of HNI common stock as part of the overall merger consideration.