Steelcase Inc (NYSE: SCS) shares converted into HNI cash-and-stock merger consideration

Rhea-AI Filing Summary

Steelcase Inc. executive reports stock conversion following HNI merger

A Steelcase Inc. officer, serving as VP and Chief Operations Officer, reported transactions dated December 10, 2025 in connection with the company’s acquisition by HNI Corporation. Steelcase became a wholly owned subsidiary of HNI under an Agreement and Plan of Merger first signed on August 3, 2025.

Each share of Steelcase Class A common stock was converted into the right to receive one of three forms of merger consideration: either 0.2192 shares of HNI common stock plus $7.20 in cash, or $16.19 in cash plus 0.0009 shares of HNI common stock, or 0.3940 shares of HNI common stock. Unvested restricted stock units and performance share units were assumed by HNI and converted into cash- and stock-settled restricted stock unit awards based on the mixed stock-and-cash election terms and the company’s actual performance metrics.

Insights

Equity compensation and M&A specialist

HNI’s acquisition of Steelcase converts all common stock and equity awards into HNI-linked cash and stock.

The content describes the closing mechanics of HNI Corporation’s acquisition of Steelcase Inc.. At the first effective time of the merger, each Steelcase Class A common share was converted into one of three predefined consideration mixes: stock-plus-cash, primarily cash, or all-stock, using fixed ratios of 0.2192, 0.0009, or 0.3940 HNI shares per Steelcase share and cash amounts of $7.20 or $16.19 as applicable. This effectively replaces Steelcase equity with HNI equity and cash for all holders.

The narrative also covers how unvested equity awards are treated. Unvested restricted stock units and performance share units were assumed by HNI and converted into restricted stock unit awards that settle partly in cash, which accrues interest at the defined Applicable Interest Rate, and partly in HNI common stock. The share portion is based on what holders would have received by electing the mixed stock-and-cash alternative, and performance-based units were fixed based on actual performance under the merger agreement.

For the reporting officer, the tabular data shows dispositions of existing Steelcase Class A shares and a deemed acquisition and subsequent disposition of shares underlying performance units on December 10, 2025, aligning with the merger close and award conversion. Subsequent disclosures in company and HNI filings would provide the long-term implications for capital structure and ongoing equity compensation under HNI.

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^*

Krestakos Robert G

(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 Operations 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		71,412	D	(2)	56,500	D
Class A Common Stock	12/10/2025		D		56,500	D	(3)	0	D
Class A Common Stock	12/10/2025		A(4)		127,200	A	$0	127,200	D
Class A Common Stock	12/10/2025		D		127,200	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 corporate event involving Steelcase Inc (SCS) is described here?

The content describes the completion of a merger under which Steelcase Inc. became a wholly owned subsidiary of HNI Corporation pursuant to an Agreement and Plan of Merger dated August 3, 2025.

What did Steelcase Inc (SCS) shareholders receive in the HNI merger?

Each Steelcase Class A share was converted into the right to elect one of three forms of consideration: (i) 0.2192 HNI shares plus $7.20 cash (mixed election), (ii) $16.19 cash plus 0.0009 HNI shares (cash election), or (iii) 0.3940 HNI shares (stock election).

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

Each unvested Steelcase restricted stock unit award was assumed by HNI and converted into an RSU that settles in a combination of cash, which accrues interest at the Applicable Interest Rate, and HNI common stock, based on an assumed election of the mixed stock-and-cash consideration.

What happened to Steelcase performance share units (PSUs) in the HNI transaction?

Performance units were deemed to acquire underlying Steelcase Class A shares based on actual performance and, at the first effective time, each PSU award was converted into an HNI RSU that settles in cash (with interest) and HNI shares, using the mixed election consideration terms.

Which Steelcase Inc (SCS) officer is associated with these transactions and what is their role?

The reporting person is an officer of Steelcase Inc. serving as VP, Chief Operations Officer, who reported stock dispositions and equity award conversions tied to the merger closing.

Did the reporting officer still hold Steelcase Inc Class A shares after the described transactions?

The tabular data shows Steelcase Class A positions being reduced to zero as shares and performance units were converted in connection with the HNI merger.