HNI Corporation (NYSE: SCS) reports 100% ownership of Steelcase common stock

Rhea-AI Filing Summary

HNI Corporation filed an amended Schedule 13D to report that it now owns all of the outstanding common stock of Steelcase Inc.. The filing explains that on December 10, 2025, a two-step merger structure was completed, leaving Steelcase as a direct, wholly owned subsidiary of HNI. Immediately afterward, the surviving entity was converted into Steelcase Inc., a Michigan corporation, keeping the Steelcase name in corporate form.

As a result of the first merger, each previously outstanding Steelcase common share held by the voting shareholders was canceled and converted into the right to receive mixed, cash, or stock consideration, at each shareholder’s election and subject to automatic adjustment. The filing states that HNI now beneficially owns 100 shares of Steelcase common stock, representing 100% of the company’s outstanding shares, and that prior voting agreements have terminated.

Insights

M&A and corporate actions analyst

HNI now owns 100% of Steelcase after completing a multi-step merger and conversion.

The filing shows that HNI Corporation has completed its acquisition of Steelcase through a two-step merger structure followed by a corporate conversion. First, a merger subsidiary was combined with Steelcase, making Steelcase a wholly owned subsidiary, then Steelcase was merged into another HNI subsidiary, which continued as Steelcase LLC and later converted back into Steelcase Inc., a Michigan corporation.

All previously outstanding Steelcase common shares held by voting parties were canceled and turned into a right to receive mixed, cash, or stock consideration, as described, which effectively eliminates the public float. The filing now reports HNI beneficial ownership of 100 shares, representing 100% of Steelcase’s outstanding common stock, confirming that Steelcase is fully controlled by HNI and no longer broadly held by public shareholders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Steelcase Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

858155203

(CUSIP Number)

STEVEN BRADFORD
600 EAST SECOND STREET,
MUSCATINE, IA, 52761
(563) 272-7400

JAMES DOUGHERTY
DAVIS POLK & WARDWELL LLP, 450 LEXINGTON AVENUE
NEW YORK, NY, 10017
(212) 450-4000

SHANU BAJAJ
DAVIS POLK & WARDWELL LLP, 450 LEXINGTON AVENUE
NEW YORK, NY, 10017
(212) 450-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/10/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 858155203

1

Name of reporting person

HNI Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

IOWA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 100.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 100.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

100.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

This Amendment No. 1 (this "Amendment") amends and supplements the initial statement on Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission on August 8, 2025 relating to the Class A Common Stock of Steelcase Inc., a Michigan corporation (the "Original Schedule 13D", as further amended and supplemented by this Amendment, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: Steelcase Inc.
(c)	Address of Issuer's Principal Executive Offices: 901 44th Street SE, Grand Rapids, MICHIGAN , 49508.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following: On December 10, 2025, pursuant to the Merger Agreement, (i) Merger Sub Inc. merged with and into the Company, whereupon the separate existence of Merger Sub Inc. ceased, and the Company continued as the surviving corporation of the First Merger as a wholly owned subsidiary of the Reporting Person and (ii) immediately after the First Merger, the Company merged with and into Merger Sub LLC, whereupon the separate existence of the Company ceased, and Steelcase LLC continued as the surviving entity of the Second Merger and a direct, wholly owned subsidiary of the Reporting Person. On December 11, 2025, Steelcase LLC converted from a Michigan limited liability company to Steelcase Inc., a Michigan corporation (the "Steelcase Conversion"). As a result of the First Merger, each issued and outstanding share of Common Stock held by the Voting Parties was automatically canceled and retired and converted into the right to receive, at the shareholder's election and subject to automatic adjustment, either: (i) Mixed Consideration, (ii) Cash Consideration or (iii) Stock Consideration. As of the First Effective Time, the Voting Agreements terminated.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Schedule 13D is hereby amended and restated its entirety as follows: (a) The Reporting Person beneficially owns 100 shares of the common stock of Issuer, or 100% of Issuer's outstanding shares of common stock.
(b)	The Reporting Person beneficially owns 100 shares of the common stock of Issuer, or 100% of Issuer's outstanding shares of common stock.
(c)	The description of the First Merger, Second Merger and the Steelcase Conversion set forth in Item 4 is hereby incorporated by reference.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HNI Corporation

Signature:	/s/ Steven M. Bradford
Name/Title:	Steven M. Bradford/Senior Vice President, General Counsel and Secretary
Date:	12/10/2025

FAQ

What does HNI Corporation report in this amended Schedule 13D for SCS?

HNI Corporation reports that it beneficially owns 100 shares of Steelcase Inc. common stock, which represents 100% of Steelcase’s outstanding common shares.

What corporate transactions were completed involving Steelcase Inc. (SCS)?

The filing describes a two-step merger where a merger subsidiary was merged into Steelcase, followed by Steelcase merging into another HNI subsidiary that survived as Steelcase LLC and then converted into Steelcase Inc., a Michigan corporation.

What happened to Steelcase common shares held by voting shareholders?

Each issued and outstanding share of Steelcase common stock held by the voting parties was automatically canceled and retired and converted into the right to receive mixed, cash, or stock consideration, subject to automatic adjustment and shareholder election.

Does HNI now fully control Steelcase Inc. (SCS)?

Yes. The filing states that HNI Corporation beneficially owns 100 shares of Steelcase common stock, which equals 100% of the issuer’s outstanding common shares, making Steelcase a direct, wholly owned subsidiary.

What is the purpose of this amendment to HNI’s Schedule 13D on Steelcase?

The amendment updates Item 4 and Item 5 to reflect completion of the First Merger, Second Merger, the Steelcase Conversion, and HNI’s current 100% ownership of Steelcase common stock.

What happened to the existing voting agreements related to Steelcase (SCS)?

As of the first effective time of the merger, the filing states that the Voting Agreements terminated.