HNI and Steelcase release preliminary shareholder election results for merger

HNI Corporation (NYSE: HNI) and Steelcase Inc. (NYSE: SCS) announced preliminary results of Steelcase shareholder elections regarding merger consideration forms for HNI's proposed acquisition of Steelcase.

Based on elections made by the December 4 deadline, holders of 95.5 million Steelcase shares elected to receive mixed consideration consisting of 0.2192 HNI shares plus $7.20 in cash per share. This total includes shareholders who failed to make an election and are deemed to have chosen mixed consideration under the merger agreement.

Holders of 8.0 million shares elected cash consideration, while holders of 12.0 million shares chose stock consideration. The cash consideration equals $7.20 plus the product of 0.2192 multiplied by HNI's volume-weighted average closing price over 10 trading days before closing. Stock consideration equals 0.2192 shares plus $7.20 divided by that same HNI reference price.

The companies signed their merger agreement on August 3, 2025, with election forms mailed to Steelcase shareholders beginning November 6. The transaction requires approval from both companies' shareholders and satisfaction of customary closing conditions.

The preliminary results remain subject to completion of guaranteed delivery procedures. Final allocation of consideration types will be calculated according to merger agreement terms, with cash paid instead of fractional HNI shares.

HNI manufactures workplace furnishings and residential building products, while Steelcase designs and manufactures furnishings for offices, homes, and learning environments. The companies filed a joint proxy statement with the Securities and Exchange Commission on November 5, 2025.

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