Steelcase Shareholders Reveal Merger Picks: Most Choose HNI's Cash-and-Stock Mix Worth $7.20 Plus 0.2192 HNI Shares Per Share

HNI Corporation ("HNI") (NYSE:HNI) and Steelcase Inc. ("Steelcase") (NYSE:SCS) announced today the preliminary results of elections made by Steelcase shareholders regarding the form of merger consideration (the "Merger Consideration") to be received in connection with HNI's proposed acquisition of Steelcase (the "Transaction") pursuant to the companies' agreement and plan of merger dated as of August 3, 2025 (the "Merger Agreement"). Completion of the Transaction remains subject to approval by HNI and Steelcase shareholders and the satisfaction or waiver of other customary closing conditions.

 

Pursuant to the Merger Agreement and as described in the election form and accompanying instructions mailed to Steelcase shareholders beginning on November 6, 2025, as well as the joint proxy statement/prospectus filed by each of HNI and Steelcase with the Securities Exchange Commission (the "SEC") on November 5, 2025, upon the consummation of the Transaction, each issued and outstanding share of Steelcase class A common stock, no par value (the "Steelcase Common Stock") (other than shares of Steelcase Common Stock owned by HNI, Geranium Merger Sub I, Inc. and Geranium Merger Sub II, LLC), will, subject to automatic adjustment, as applicable, be converted into the right to receive, at the election of the holder of such share, either: (i) (a) 0.2192 shares of common stock of HNI (the "HNI Common Stock") and (b) $7.20 in cash (together, the "Mixed Consideration"), (ii) an amount of cash (the "Cash Consideration"), equal to the sum, rounded to two decimal places, of (a) $7.20 and (b) the product obtained by multiplying 0.2192 by the volume-weighted 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 of the Transaction (the "HNI Common Stock Reference Price"), or (iii) a number of shares of HNI Common Stock (the "Stock Consideration") equal to the sum of (a) 0.2192 and (b) the quotient, rounded to four decimal places, obtained by dividing $7.20 by the HNI Common Stock Reference Price. In the case of any such share of Steelcase Common Stock as to which the holder thereof does not make an election, such share will be converted into the right to receive the Mixed Consideration.

Based on available information as of the election deadline of 5:00 p.m., Eastern Time, on December 4, 2025 (the "Election Deadline"), the preliminary Merger Consideration election results are as follows:

• Holders of 95,489,941 shares of Steelcase Common Stock elected to receive the Mixed Consideration. Pursuant to the Merger Agreement, this amount includes Steelcase shareholders who failed to properly make an election prior to the Election Deadline and, as a result, are deemed to have elected to receive the Mixed Consideration.
• Holders of 8,018,090 shares of Steelcase Common Stock elected to receive the Cash Consideration.
• Holders of 11,968,798 shares of Steelcase Common Stock elected to receive the Stock Consideration.

The foregoing Merger Consideration election results are preliminary only and remain subject to the completion of the applicable guaranteed delivery procedures. After the final results of the election process are determined, the allocation of the Mixed Consideration, Cash Consideration and Stock Consideration, will be calculated in accordance with the terms of the Merger Agreement. No fractional shares of HNI Common Stock will be issued in the mergers contemplated by the Merger Agreement, and holders of Steelcase Common Stock will receive cash in lieu of any fractional shares of HNI Common Stock.