STEELCASE INC: M&A transaction — HNI Corporation completes acquisition of Steelcase Inc.; SCS delisted from NYSE

STEELCASE INC

Each SCS share receives either $7.20 cash + 0.2192 HNI shares, $16.19 cash + 0.0009 HNI shares, or 0.3940 HNI shares.
Combined pro forma annual revenues of $5.8 billion.
SCS common stock halted and delisted from NYSE; Form 25 filed on December 10, 2025.
All prior SCS directors resigned; new directors appointed: Jeffrey Lorenger, Vincent Berger, Steven Bradford.
Steelcase's credit agreement terminated with no outstanding borrowings as of closing.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

STEELCASE INC completed an acquisition involving HNI Corporation for $7.20 in cash and 0.2192 shares of HNI common stock per share; or $16.19 in cash and 0.0009 shares of HNI common stock; or 0.3940 shares of HNI common stock (closed 2025-12-10).

Action: acquisition
Counterparty: HNI Corporation
Consideration: $7.20 in cash and 0.2192 shares of HNI common stock per share; or $16.19 in cash and 0.0009 shares of HNI common stock; or 0.3940 shares of HNI common stock
Closing: 2025-12-10

Exact text from the filing

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 common stock of HNI (“ 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

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

STEELCASE INC terminated Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., Bank of America, N.A., HSBC Bank USA, National Association, and the lenders party thereto.

Action: termination
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A., Bank of America, N.A., HSBC Bank USA, National Association, and the lenders party thereto

Exact text from the filing

Steelcase terminated all credit commitments outstanding under the Fourth Amended and Restated Credit Agreement (the “ Credit Agreement ”), dated as of February 7, 2024, by and among Steelcase, the subsidiary borrowers from time to time party thereto, the institutions from time to time party thereto as lenders, JPMorgan Chase Bank, N.A., as the Administrative Agent, Bank of America, N.A., as Syndication Agent, and HSBC Bank USA, National Association, as Documentation Agent and paid (or caused to be paid) all outstanding fees, expenses and other Obligations (as defined in the Credit Agreement) owing under the Credit Agreement.

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Source: SEC EDGAR

accession 0001193125-25-315864

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