Steelcase SEC Filings

Jennifer C. Niemann, a director of Steelcase Inc. (NYSE: SCS), acquired 2,197 shares of Class A common stock on 09/10/2025. The Form 4 shows she directly beneficially owned 502,862 shares following the reported transaction and also reports multiple indirect holdings: 5,803 shares held by her spouse, 104,384 and 77,200 and 51,957 shares held by various trusts, 1,459,753 shares held by CRASTECOM B Limited Partnership, and 10,000 shares held by PILACON Limited Partnership. The filing notes Ms. Niemann’s roles with those trusts and partnerships and disclaims beneficial ownership of partnership-held shares except to the extent of her pecuniary interest. The Form 4 was executed by power of attorney on 09/12/2025.

Steelcase Inc. (SCS) director Kelsey Todd P. reported a purchase of Class A common stock. The Form 4 shows a non-derivative acquisition of 2,287 shares on 09/10/2025, bringing the director's beneficial ownership to 50,851 shares. The filing identifies the reporting person as a director and was signed by a power of attorney on 09/12/2025. The transaction details list the acquisition code but do not state a purchase price. No derivative transactions or additional explanations are included.

Steelcase insider acquisition recorded on Form 4: Sanjay Gupta, identified as a director of Steelcase Inc. (NYSE: SCS), reported an acquisition of 2,063 shares of Class A common stock with a transaction date of 09/10/2025. After this transaction he beneficially owns 42,341 shares in total. The filing was made individually and signed under power of attorney by Liesl A. Maloney on 09/12/2025.

The Form 4 shows no derivative transactions and lists the reporting relationship as Director. The form does not list a per-share price for the acquisition and includes the explanatory note "Not applicable."

Director Connie K. Duckworth acquired 2,063 shares of Steelcase Inc. Class A common stock on 09/10/2025, increasing her reported beneficial ownership to 133,575 shares. The transaction is a non-derivative purchase reported on a Form 4 and was signed by a power of attorney. No derivative transactions or additional securities were reported. The filing lists the reporting person as a director and indicates the Form 4 was filed by one reporting person.

Jennifer C. Niemann, a director of Steelcase Inc. (NYSE: SCS), reported transactions dated 08/08/2025 that converted or resulted in acquisitions of Class A common stock. The filing shows acquisitions or conversions of Class A shares and underlying Class A equivalents of 436,861, 5,703, 104,384, 72,430, 51,957 and 1,459,753 shares, and an additional indirect holding of 10,000 shares held by PILACON Limited Partnership. Following the reported transactions Ms. Niemann directly beneficially owns 500,665 Class A shares and indirectly holds shares via spouse, trusts and partnerships reported as 5,803, 104,384, 77,200, 51,957 and 1,459,753 respectively. The filing notes Class B shares convert on a 1-for-1 basis into Class A and were immediately convertible, and shows 0 derivative securities beneficially owned following these transactions. Footnotes disclose managerial roles and limited disclaimers of beneficial ownership for certain partnership holdings.

Robert C. Pew III, a director of Steelcase (NYSE: SCS), reported conversions of Class B common stock into Class A common stock on 08/08/2025. The filing records conversions of 1,562,136 Class B shares into 1,562,136 Class A shares and identifies 2,216,114 Class A shares held in a trust for Mr. Pew's benefit for which he serves as co-trustee. The report also discloses 500 shares held indirectly by his wife. The filing states the Class B shares are convertible on a 1-for-1 basis and were immediately converted, and shows zero derivative holdings remaining for the converted positions. This is a Section 16 disclosure of an insider ownership change by a director.

HNI Corporation entered into an Agreement and Plan of Merger dated August 3, 2025 to acquire Steelcase Inc. via two consecutive mergers, offering each Steelcase share a choice of (i) mixed consideration of 0.2192 HNI shares plus $7.20 cash, (ii) cash equal to $7.20 plus the stock-based calculation, or (iii) stock-only consideration. HNI secured voting agreements covering approximately 5.4% of Steelcase shares and, following a conversion on August 8, 2025, there are 114,717,466 shares of Class A common stock outstanding and no Class B shares outstanding.

The transaction is subject to shareholder approvals, NYSE listing and SEC registration of HNI shares to be issued, Hart-Scott-Rodino clearance, customary closing conditions and absence of material adverse effects. The agreement includes specified termination rights and fees (including a $67 million termination fee payable by the Company in certain circumstances and $71 million or $134 million payable by HNI in specified circumstances), governance changes at HNI’s board and specified treatments for Steelcase equity awards.

Steelcase completed a voluntary conversion tied to its merger process: Mr. Robert C. Pew III converted 2,216,114 shares of Company Class B common stock into 2,216,114 shares of Company Class A common stock, which triggered an Event of Automatic Conversion and resulted in the automatic one-for-one conversion of all Company Class B shares into Class A shares. Following the Conversion there were 114,717,466 shares of Company Class A common stock outstanding and no shares of Company Class B common stock outstanding. Converted Class B shares will be retired and canceled and holders must deliver certificates, duly endorsed or with proper instruments of transfer, to receive Class A certificates.

The Conversion is described as occurring in connection with a Merger Agreement among Steelcase, HNI Corporation and related parties and associated Letter and Voting Agreements. HNI will file a Registration Statement on Form S-4 and a definitive joint proxy statement/prospectus to register HNI shares to be issued in the transaction; those materials will be sent to shareholders.

On 3 Aug 2025, Steelcase Inc. (NYSE: SCS) executed a definitive Agreement and Plan of Merger with HNI Corporation. The transaction will occur through two sequential mergers that will leave Steelcase as a wholly owned HNI subsidiary.

Consideration: Each outstanding Steelcase Class A or B share will convert, at the holder’s election, into (i) the Mixed package of 0.2192 HNI shares plus $7.20 cash, (ii) an all-cash amount equal to $7.20 + 0.2192 × HNI’s 10-day VWAP, or (iii) an all-stock amount equal to 0.2192 + ($7.20 ÷ VWAP) HNI shares. Proration ensures the overall cash/stock mix matches the Mixed formula, and cash will be paid in lieu of fractional HNI shares.

Employee equity: Vested RSUs and DSUs are cashed out; unvested RSUs and PSUs roll into HNI awards settling in the same cash/stock blend, subject to original vesting terms.

Governance & closing conditions: HNI’s board will expand from 10 to 12 directors, adding two Steelcase designees. Closing requires approvals from both shareholder bases, SEC effectiveness of an S-4, NYSE listing of new HNI shares, antitrust clearance, and no material adverse effect. The outside date is 4 May 2026, extendable by up to three 3-month periods.

Termination fees: Steelcase would pay $67 million and HNI $71 million or $134 million under specified circumstances.