Form 4: Steelcase Exec Reports Post-Merger Stock Transactions

Steelcase SVP Allan W. Smith JR disclosed changes in his beneficial ownership of Class A Common Stock following the company's acquisition by HNI Corporation on December 10, 2025.

Summary

• Allan W. Smith JR, SVP, President, Americas and Chief Procurement Officer of Steelcase Inc., reported changes in his beneficial ownership of Class A Common Stock.
• The changes occurred on December 10, 2025, as a result of Steelcase Inc. becoming a wholly-owned subsidiary of HNI Corporation, pursuant to a Merger Agreement dated August 3, 2025.
• Each outstanding share of Steelcase Class A Common Stock was converted into merger consideration, which included options for mixed election (0.2192 shares of HNI common stock and $7.20 in cash), cash election ($16.19 in cash and 0.0009 shares of HNI common stock), or stock election (0.3940 shares of HNI common stock).
• Unvested Company RSU Awards were assumed by HNI and converted into restricted stock unit awards settling in cash (with accrued interest) and HNI common stock, based on the mixed election consideration.
• Company PSU Awards were also assumed by HNI and converted into restricted stock unit awards settling in cash (with accrued interest) and HNI common stock, based on the mixed election consideration, with performance metrics deemed attained.
• Smith JR disposed of 102,910 shares of Class A Common Stock related to the merger consideration.
• He also disposed of 152,700 shares of Class A Common Stock related to the conversion of Unvested Company RSU Awards.
• A deemed acquisition of 343,350 shares of Issuer Class A Common Stock underlying unvested performance units occurred at a price of $0.
• Subsequently, 343,350 shares of Class A Common Stock were disposed of related to the conversion of Company PSU Awards.
• Following these transactions, Smith JR's direct beneficial ownership of Steelcase Class A Common Stock is 0 shares.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed transaction (merger) and its impact on an insider's stock ownership, thus it carries a neutral sentiment.

Positives

• The completion of the merger provides a clear path forward for Steelcase shareholders and employees.
• Shareholders of Steelcase Inc. received defined merger consideration, offering options for cash, HNI stock, or a mix.
• Employee equity awards (RSUs and PSUs) were converted into HNI restricted stock unit awards with similar terms, ensuring continuity for employee incentives.

Negatives

• Steelcase Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of HNI Corporation.

Future Outlook

This filing reports on a completed merger and the resulting changes in insider beneficial ownership. It does not provide forward-looking statements or guidance regarding the combined entity's future performance.

Industry Context

The merger of Steelcase Inc. into HNI Corporation represents a consolidation within the office furniture and workspace solutions industry, potentially leading to increased market share and operational synergies for the combined entity.

Stakeholder Impact

• Shareholders of Steelcase Inc. received consideration for their shares as part of the merger.
• Employees holding Unvested Company RSU Awards and Company PSU Awards had their equity incentives converted into HNI restricted stock unit awards, maintaining their long-term compensation structure within the new corporate entity.

Next Steps

• Reporting Person's Form 4 or Form 5 obligations may continue for other transactions or holdings.

Key Dates

Keywords

Steelcase, HNI Corporation, Merger, Acquisition, Form 4, Insider Trading, Beneficial Ownership, Equity Awards, RSU, PSU, Common Stock