Steelcase Inc. (NYSE: SCS) outlines HNI merger consideration and RSU treatment

Rhea-AI Filing Summary

Steelcase Inc. executive Liesl A. Maloney reported changes in her Class A common stock holdings following the company’s merger with HNI Corporation. On December 10, 2025, Steelcase became a wholly owned subsidiary of HNI under an Agreement and Plan of Merger dated August 3, 2025. Each share of Steelcase Class A common stock was converted into one of three forms of merger consideration, at the holder’s election: a mixed package of 0.2192 HNI shares plus $7.20 in cash, an all‑cash–tilted option of $16.19 in cash plus 0.0009 HNI shares, or a stock‑heavy option of 0.3940 HNI shares. Unvested Steelcase RSU awards were assumed by HNI and converted into cash‑and‑stock RSUs that mirror what holders would have received under the mixed election choice, preserving prior vesting terms.

Insights

Equity compensation and M&A analyst

Filing details how Steelcase equity converted into HNI stock and cash at closing.

This disclosure explains the mechanics of Steelcase’s merger with HNI Corporation for one executive. Each Steelcase Class A share outstanding at the first merger effective time converted into one of three consideration mixes: 0.2192 HNI shares plus $7.20 cash, or $16.19 cash plus 0.0009 HNI shares, or 0.3940 HNI shares. These alternatives show a spectrum from more‑cash to more‑stock outcomes for former Steelcase holders.

The text also clarifies treatment of unvested restricted stock units. Each unvested Steelcase RSU was assumed by HNI and became an RSU settling in a combination of cash (accruing interest at the defined Applicable Interest Rate) and HNI shares, as if the holder had chosen the mixed election consideration. This preserves prior terms while tying value directly to HNI equity after December 10, 2025.

For investors studying the transaction, the key elements are the specific exchange ratios, the cash amounts per share, and the fact that Steelcase now operates as a wholly owned HNI subsidiary. Subsequent HNI filings may provide broader, company‑level context on post‑merger integration and consolidated capital 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

OMB APPROVAL

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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^*

McGrath Nicole Cherie

(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, Corp Controller and CAO

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		2,923	D	(2)	20,515	D
Class A Common Stock	12/10/2025		D		20,515	D	(3)	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.

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.
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FAQ

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

The Form 4 reports changes in holdings of Class A common stock by officer Liesl A. Maloney, reflecting the completion of the merger in which Steelcase Inc. became a wholly owned subsidiary of HNI Corporation on December 10, 2025.

How were Steelcase Inc. (SCS) Class A common shares converted in the HNI merger?

Each share of Steelcase Class A Common Stock outstanding immediately before the first effective time was converted, at the holder’s election and subject to automatic adjustment, into either mixed consideration of 0.2192 HNI shares plus $7.20 in cash, cash‑heavy consideration of $16.19 in cash plus 0.0009 HNI shares, or stock‑heavy consideration of 0.3940 HNI shares.

What merger agreement governs the Steelcase Inc. and HNI Corporation transaction?

The transaction is governed by an Agreement and Plan of Merger dated August 3, 2025 among HNI Corporation, Steelcase Inc., Geranium Merger Sub I, Inc., and Geranium Merger Sub II, LLC, under which Steelcase became a wholly owned HNI subsidiary on December 10, 2025.

How were Steelcase Inc. unvested RSU awards treated in the HNI merger?

At the first effective time, each unvested Steelcase RSU award was assumed by HNI and converted into a restricted stock unit that settles in cash (accruing interest at the defined Applicable Interest Rate) and HNI common shares, as if the holder had elected the mixed consideration, with the same terms and conditions as before the merger.

What is Liesl A. Maloney’s role at Steelcase Inc. in this report?

In this report, Liesl A. Maloney is identified as an officer of Steelcase Inc., serving as VP, Corporate Controller and Chief Accounting Officer (CAO), and the Form 4 is filed for one reporting person.

Does this Steelcase Inc. (SCS) Form 4 involve derivative securities?

The filing includes a section for derivative securities, but no derivative transactions are reported in the provided table; the details focus on non-derivative Class A common stock and the equity conversion terms under the merger with HNI.