[S-8] Steelcase, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Steelcase Inc. filed a Form S-8 with the SEC on 11 July 2025 to register 2,000,000 additional shares of Class A Common Stock for issuance under the amended and restated Steelcase Incentive Compensation Plan (effective 9 July 2025).

Including this registration, a cumulative 39,684,969 shares are now registered for potential issuance pursuant to the plan, incorporating seven prior S-8 filings dating back to 1998.

The company classifies itself as a large accelerated filer and provided the standard exhibits—legal opinion, auditor consent, plan document and power of attorney. No new earnings, strategic transactions or operational data were included; the filing is limited to authorizing equity for employee compensation purposes.

Positive

• Supports ongoing incentive compensation, aligning employee interests with shareholders by adding flexibility for future equity awards.

Negative

• Potential shareholder dilution from the issuance of up to 2,000,000 additional Class A shares.

Insights

Corporate Governance Analyst

TL;DR: Routine S-8; enables employee equity awards; minor dilution risk; overall neutral impact.

The registration of 2 million additional shares under the Incentive Compensation Plan is a standard administrative action that supports Steelcase’s long-term equity compensation strategy. By expanding the share pool, the board maintains flexibility to grant stock-based awards that align management and employee interests with shareholders. The cumulative pool now stands at 39.7 million shares, but the filing does not disclose the pace or terms of future issuances, so the immediate financial impact is indeterminate. Because no new financial metrics or strategic changes accompany the filing, I classify it as not materially impactful for valuation in the near term. Nonetheless, investors should monitor future equity award levels, which could slightly dilute existing holders over time.

As filed with the Securities and Exchange Commission on July 11, 2025.

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________

FORM S-8

______________________

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________

STEELCASE INC.

(Exact name of registrant as specified in its charter)

Michigan									38-0819050
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
901 44th Street SE
Grand Rapids,			Michigan						49508
(Address of Principal Executive Offices)									(Zip Code)

Steelcase Inc. Incentive Compensation Plan

(Full title of the plan)

Megan Blazina

Vice President, Chief Legal Officer and Secretary

901 44th Street SE

Grand Rapids, Michigan 49508

(Name and address of agent for service)

(616) 247-2710

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this registration statement of Steelcase Inc. (the "Company") registers 2,000,000 shares of the Company's Class A Common Stock ("Class A Common Stock") reserved for issuance under the Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 9, 2025. Pursuant to General Instruction E of Form S-8, the contents of the Company's registration statements on Form S-8 filed with the Securities and Exchange Commission (the "Commission") on February 23, 1998 (File No. 333-46711), November 30, 2000 (File No. 333-50964), January 6, 2003 (File No. 333-102361), October 5, 2007 (File No. 333-146530), July 16, 2021 (File No. 333-257944), September 22, 2023 (File No. 333-274642) and July 12, 2024 (File No. 333-280770) (the "Prior Registration Statements"), are incorporated by reference into this registration statement. Upon the effectiveness of this registration statement, a total of 39,684,969 shares of Class A Common Stock, consisting of 37,684,969 shares of Class A Common Stock registered under the Prior Registration Statements and the 2,000,000 shares of Class A Common Stock registered hereby, will have been registered for issuance under the Steelcase Inc. Incentive Compensation Plan.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this registration statement:

•the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025;

•the Company’s Quarterly Report on Form 10-Q for the quarterly period ended May 30, 2025;

•the Company’s Current Report on Form 8-K filed July 11, 2025 and Amendment No. 1 to Current Report on Form 8-K filed July 11, 2025; and

•the description of the Class A Common Stock set forth in Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2020.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Class A Common Stock being registered pursuant to this registration statement has been passed upon by Liesl A. Maloney, Vice President, Deputy General Counsel & Assistant Secretary of the Company. Ms. Maloney is a participant in various employee benefit plans of the Company, including the Steelcase Inc. Incentive Compensation Plan, under which she holds restricted stock units and cash-based awards.

Item 8. Exhibits.

Exhibit No.						Description
4.1						Second Restated Articles of Incorporation of Steelcase Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on July 15, 2011).
4.2						Amended By-laws of Steelcase Inc., as amended January 11, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on January 13, 2023).
5.1						Opinion of Liesl A. Maloney, Vice President, Deputy General Counsel & Assistant Secretary of the Company.
23.1						Consent of Deloitte & Touche, LLP.
23.2						Consent of Liesl A. Maloney (included in Exhibit 5.1).
24.1						Power of attorney (included on signature pages to this registration statement).
99.1						Steelcase Inc. Incentive Compensation Plan, as amended and restated as of July 9, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on July 11, 2025).
107						Filing fee table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on July 11, 2025.

STEELCASE INC.

			By:			/s/ David C. Sylvester
						David C. Sylvester Senior Vice President, Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Sara E. Armbruster and David C. Sylvester, and each of them, as such person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as such person may or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 11, 2025.

Signature						Title
/s/    SARA E. ARMBRUSTER						President and Chief Executive Officer, Director (Principal Executive Officer)
Sara E. Armbruster
/s/    DAVID C. SYLVESTER						Senior Vice President, Chief Financial Officer (Principal Financial Officer)
David C. Sylvester
/s/   NICOLE C. MCGRATH						Vice President, Corporate Controller & Chief Accounting Officer (Principal Accounting Officer)
Nicole C. McGrath
/s/    TIMOTHY C. E. BROWN						Director
Timothy C. E. Brown
/s/    CONNIE K. DUCKWORTH						Director
Connie K. Duckworth
/s/    SANJAY GUPTA						Director
Sanjay Gupta
/s/    TODD P. KELSEY						Director
Todd P. Kelsey
/s/    JENNIFER C. NIEMANN						Director
Jennifer C. Niemann

Signature						Title
/s/    ROBERT C. PEW III						Chair of the Board, Director
Robert C. Pew III
/s/    CATHY D. ROSS						Director
Cathy D. Ross
/s/    CATHERINE C. B. SCHMELTER						Director
Catherine C. B. Schmelter
/s/   LINDA K. WILLIAMS						Director
Linda K. Williams

FAQ

What did Steelcase (SCS) file on July 11, 2025?

A Form S-8 registering 2,000,000 additional Class A shares for its Incentive Compensation Plan.

How many total shares are now registered under Steelcase’s Incentive Compensation Plan?

After this filing, 39,684,969 Class A shares are registered for potential issuance.

Which class of stock is covered by the new registration?

The filing covers Class A Common Stock of Steelcase Inc.

Is the Form S-8 associated with any new financial results?

No. The document strictly registers shares for employee equity awards and does not contain earnings data.

Who provided the legal opinion for the share registration?

Liesl A. Maloney, Vice President, Deputy General Counsel & Assistant Secretary of Steelcase.