Steelcase (NYSE: SCS) details HNI merger consideration and director share exit

Rhea-AI Filing Summary

Steelcase Inc. director reported the disposal of 42,341 shares of Class A common stock on December 10, 2025, leaving no shares beneficially owned. This change occurred when Steelcase became a wholly owned subsidiary of HNI Corporation under a merger agreement dated August 3, 2025.

At the First Effective Time of the merger, each outstanding share of Steelcase Class A common stock was converted into merger consideration chosen by the holder. Stockholders could elect one of three options: mixed consideration of 0.2192 HNI shares plus $7.20 in cash, cash-focused consideration of $16.19 in cash plus 0.0009 HNI shares, or stock-focused consideration of 0.3940 HNI shares per Steelcase share, with cash paid in lieu of fractional shares.

Insights

M&A and equity compensation analyst

Form 4 confirms Steelcase’s merger into HNI and details per-share consideration.

This Form 4 shows a Steelcase director disposing of 42,341 Class A shares as a result of the closing of the merger in which Steelcase became a wholly owned subsidiary of HNI Corporation. The reporting person’s beneficial ownership in Steelcase common stock drops to zero, which is consistent with Steelcase no longer trading as a standalone public company.

The filing outlines three election choices for Steelcase shareholders. They could select mixed consideration of 0.2192 HNI shares plus $7.20 cash, primarily cash consideration of $16.19 plus 0.0009 HNI shares, or an all-stock election of 0.3940 HNI shares per Steelcase share, with cash in lieu of fractional shares. These fixed ratios define how Steelcase ownership translates into HNI stock or cash at the First Effective Time described in the merger agreement.

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^*

Gupta Sanjay

(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		42,341	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 transaction does this Steelcase (SCS) Form 4 report?

It reports that a Steelcase director disposed of 42,341 shares of Class A common stock on December 10, 2025, tied to the closing of the merger in which Steelcase became a wholly owned subsidiary of HNI Corporation.

What happened to Steelcase (SCS) in the HNI merger?

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

What consideration did Steelcase (SCS) shareholders receive in the HNI deal?

Each Steelcase Class A share was converted, at the holder’s election, into one of three options: mixed consideration of 0.2192 HNI shares plus $7.20 cash, cash election of $16.19 plus 0.0009 HNI shares, or stock election of 0.3940 HNI shares, with cash paid in lieu of fractional shares.

How many Steelcase shares does the reporting person own after this Form 4?

Following the reported merger-related transaction, the reporting person beneficially owns 0 shares of Steelcase Class A common stock, listed as directly held.

Is this Steelcase (SCS) Form 4 related to a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate transactions under a Rule 10b5-1(c) trading plan, but the provided excerpt does not show that box as marked for this particular transaction.

Does this Form 4 disclose any derivative securities for Steelcase (SCS)?

Table II for derivative securities is present but does not list any derivative transactions or holdings for the reporting person in the excerpt provided.