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Business Combinations, Asset Acquisitions, Transaction between Entities under Common Control, and Joint Venture Formation | 6 Months Ended
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Aug. 29, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Mergers, Acquisitions and Dispositions Disclosures | 3. PLANNED MERGER On August 3, 2025, Steelcase entered into an Agreement and Plan of Merger (the "Merger Agreement") with (i) HNI Corporation, an Iowa corporation ("HNI"), (ii) Geranium Merger Sub I, Inc., a Michigan corporation and a direct wholly owned subsidiary of HNI ("Merger Sub Inc."), and (iii) Geranium Merger Sub II, LLC, a Michigan limited liability company and a direct wholly owned subsidiary of HNI ("Merger Sub LLC"). The Merger Agreement provides, among other things, that, on the terms and subject to the conditions set forth therein (i) Merger Sub Inc. will be merged with and into Steelcase (the “first merger”), whereupon the separate existence of Merger Sub Inc. will cease, and Steelcase will continue as the surviving corporation of the first merger and a direct wholly owned subsidiary of HNI and (ii) immediately after the first merger, Steelcase will be merged with and into Merger Sub LLC (the “second merger” and, together with the first merger, the “mergers”), whereupon the separate existence of Steelcase will cease, and Merger Sub LLC will continue as the surviving entity of the second merger and a direct wholly owned subsidiary of HNI. Pursuant to the Merger Agreement, at the effective time of the first merger (the “first effective time”), each share of Steelcase Class A Common Stock, no par value (“Steelcase common stock”), issued and outstanding immediately before the first effective time (other than shares owned by HNI, Merger Sub Inc. and Merger Sub LLC) will convert into the right to receive, in accordance with and subject to the terms, conditions and procedures in the Merger Agreement, the following consideration (collectively with, if applicable, cash in lieu of fractional shares as described below, the “merger consideration”), without interest and subject to any required tax withholding, at the election of the holder of such share, subject to adjustment as described below: •0.2192 shares of common stock of HNI (“HNI common stock”) and $7.20 in cash (the “mixed consideration”); •an amount of cash (the “cash consideration”), equal to the sum (rounded to two decimal places) of $7.20 and 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 (the “NYSE”) for the period of 10 consecutive trading days ending on the second full trading day prior to the date on which the closing of the mergers occurs (the “HNI common stock reference price”); or •a number of shares of HNI common stock (the “stock consideration”) equal to the sum of 0.2192 and the quotient (rounded to four decimal places) obtained by dividing $7.20 by the HNI common stock reference price. The merger consideration to be paid to holders of Steelcase common stock electing to receive the cash consideration or the stock consideration in connection with the mergers is subject, pursuant to the Merger Agreement, 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 mergers 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 first effective time. No fractional shares of HNI common stock will be issued in the mergers, and holders of Steelcase common stock will receive cash in lieu of any fractional shares of HNI common stock. The HNI common stock reference price 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 of the closing sale price per share of HNI common stock on the NYSE during the applicable 10-consecutive-trading-day period. The completion of the mergers is subject to Steelcase and HNI shareholder approval and other customary closing conditions, including regulatory approvals. The Merger Agreement provides for the payment by Steelcase to HNI of a termination fee of $67 if the Merger Agreement is terminated in specified circumstances, and for payment by HNI to Steelcase of a termination fee of $71 or $134, as applicable, if the Merger Agreement is terminated in specified circumstances. If the mergers are consummated, Steelcase common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934. Under the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the transactions completed by the Merger Agreement, each of our outstanding restricted stock unit ("RSU") and performance unit ("PSU") awards will be assumed by HNI and converted into an RSU award that settles in an amount in cash (that accrues interest) and a number of shares of HNI common stock (rounded to the nearest whole share) that the holder would have received if the holder would have converted all of the Steelcase common stock underlying the award based on an election to receive mixed consideration (with the performance-based vesting condition that applied to the PSUs deemed attained as provided in the Merger Agreement). In Q2 2026, in connection with the Merger Agreement, and pursuant to an Event of Automatic Conversion (as defined under our Second Restated Articles of Incorporation, dated as of July 13, 2011, as amended), all outstanding shares of our Class B Common Stock converted into shares of our Class A Common Stock, on a one-for-one basis. The shares of Class B Common Stock that were converted into shares of Class A Common Stock were retired and canceled. The conversion of shares from Class B Common Stock into shares of Class A Common Stock does not impact the calculation of earnings per share, on a basic or diluted basis. As of August 29, 2025, there were 114,727,802 shares of our Class A Common Stock and no shares of our Class B Common Stock outstanding.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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