Election Deadline Set for 5:00 p.m., Eastern Time, on December 4, 2025
HNI Corporation (“HNI”) (NYSE: HNI) and Steelcase Inc. (“Steelcase”) (NYSE: SCS) announced today that the deadline for Steelcase shareholders to elect the form of merger consideration they desire to receive in connection with HNI’s proposed acquisition of Steelcase pursuant to the agreement and plan of merger dated as of August 3, 2025 (the “Merger Agreement”) has been set for 5:00 p.m., Eastern Time, on December 4, 2025 (the “Election Deadline”). Completion of the transaction remains subject to approval by HNI and Steelcase shareholders and the satisfaction or waiver of other customary closing conditions.
To make an election, all Steelcase shareholders who have not previously made their cash, stock or mixed consideration elections must submit their election forms, together with, if applicable, any share certificates or a properly completed notice of guaranteed delivery, with respect to their shares so that such documents are received by Equiniti Trust Company, LLC, the exchange agent, at its designated office, by the Election Deadline. Steelcase shareholders that own shares in “street name” through a bank, broker or other nominee may have an earlier election deadline than the Election Deadline and will need to follow any procedures required by their bank, broker or other nominee, which will make an election on their behalf if they follow the instructions provided by the bank, broker or other nominee. Steelcase shareholders that own shares in “street name” through a bank, broker or other nominee are encouraged to consult with their bank, broker or other nominee as soon as possible regarding these procedures.
In accordance with the Merger Agreement, any Steelcase shareholder whose election form is not received in proper form by the exchange agent by the Election Deadline will be deemed to have made a mixed election, entitling such shareholder to receive, for each share of Steelcase common stock held by such shareholder a combination of 0.2192 shares of HNI common stock and $7.20 in cash without interest (the “Mixed Consideration”).
Elections made by Steelcase shareholders to receive all cash or all stock consideration will be subject to automatic adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of HNI common stock issued in the transaction is the same as what would be paid and issued if all holders of Steelcase common stock entitled to the merger consideration were to receive the Mixed Consideration at the effective time of the transaction, as provided in the Merger Agreement and described in the election forms and in the joint proxy statement/prospectus filed by Steelcase with the Securities and Exchange Commission on November 5, 2025. For purposes of determining the merger consideration payable to Steelcase shareholders that have elected to receive all cash or all stock consideration, the “HNI common stock reference price” and “Parent Common Stock Reference Price” referenced in the election forms and Merger Agreement, respectively, will be calculated as the volume-weighted (based on the number of shares of HNI common stock traded on each trading day used for this calculation) average closing price, rounded to four decimal places, of one share of HNI common stock on the New York Stock Exchange for the period of 10 consecutive trading days ending on the second full trading day preceding the closing date.
Beginning on November 6, 2025, election forms and accompanying instructions were mailed to Steelcase shareholders of record as of October 30, 2025. Steelcase shareholders, including those that acquired their shares after October 30, 2025, may request copies of these election materials and direct any questions regarding the election materials or the Election Deadline to Georgeson LLC at 1-866-585-3828.
About Steelcase Inc.
Steelcase Inc. (NYSE: SCS) is a global design and thought leader in the world of work. Our purpose is to help the world work better. Along with more than 30 creative and technology partner brands, we research, design and manufacture furnishings and solutions for many of the places where work happens — including offices, homes, and learning and health environments. Together with our 11,300 employees, we’re working toward better futures for the wellbeing of people and the planet. Our solutions come to life through our global community of expert Steelcase dealers in approximately 790 locations, store.steelcase.com and other retail partners. For more information, visit Steelcase.com.
About HNI Corporation
HNI Corporation (NYSE: HNI) has been improving where people live, work, and gather for more than 75 years. HNI is a manufacturer of workplace furnishings and residential building products, operating under two segments. The Workplace Furnishings segment is a leading global designer and provider of commercial furnishings, going to market under multiple unique brands. The Residential Building Products segment is the nation’s leading manufacturer and marketer of hearth products, which include a full array of gas, electric, wood, and pellet-burning fireplaces, inserts, stoves, facings, and accessories. More information can be found on the Corporation’s website at www.hnicorp.com.