Announcement • Dec 10

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HNI Corporation (NYSE:HNI) completed the acquisition of Steelcase Inc. (NYSE:SCS).

HNI Corporation (NYSE:HNI) entered into a definitive agreement to acquire Steelcase Inc. (NYSE:SCS) for $2.3 billion on August 3, 2025. Under the terms of the agreement, Steelcase shareholders will receive $7.20 in cash and 0.2192 shares of HNI common stock for each share of Steelcase, implying 61% stock and 39% cash consideration. Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company. J.P. Morgan and Wells Fargo have provided $1.1 billion of committed debt financing via a 364-day Senior Unsecured Bridge Facility to cover the cash consideration of the purchase price. In case of termination HNI will pay Steelcase $71 million or $134 million as applicable, and Steelcase will pay $67 million. Following the close of the transaction, the combined company will continue to be led by Jeffrey Lorenger, HNI’s Chairman, President, and Chief Executive Officer. HNI will continue to operate its corporate headquarters in Muscatine, Iowa, and Steelcase will maintain its headquarters in Grand Rapids, Michigan. HNI will maintain the Steelcase brand following the transaction’s close. In addition, post-closing, HNI’s Board of Directors will expand from 10 directors to 12, to include two of Steelcase’s current independent board members. The combined company will have pro forma annual revenue of approximately $5.8 billion, pro forma Adjusted EBITDA of approximately $745 million, and 2.1x net leverage. The transaction is expected to close by the end of calendar year 2025, is subject to approval by HNI and Steelcase shareholders, the receipt of required regulatory clearances, the effectiveness of the registration statement to be filed by HNI,the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act,listing of shares on NYSE and the satisfaction of other customary closing conditions. The transaction has been approved by the both board of directors. The combination is expected to be highly accretive to non-GAAP earnings per share beginning in 2027. At 11:59 p.m. Eastern time on October 31, 2025, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), expired. As of November 25, 2025, the deadline for Steelcase shareholders to elect the form of merger consideration has been set for 5:00 p.m., Eastern Time, on December 4, 2025. As on December 5, 2025, the transaction has been approved by both shareholders and is expected to be completed on December 10, 2025. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to HNI Corporation and will be paid a fee of $17.25 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the proposed transaction, including $1.25 million which is payable at HNI’s sole discretion. James Dougherty, Shanu Bajaj, Adam Kaminsky, Christopher Nairn-Kim, Hillary A. Coleman, Frank Azzopardi, William A. Curran, Nathaniel L. Asker and Matthew Yeowart of Davis Polk & Wardwell LLP acted as legal advisor to HNI Corporation. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to Steelcase Inc. and will be paid a fee of $10.9 million, $1.5 million of which was payable upon delivery its opinion, and the remainder of which is payable immediately prior to or upon the consummation of the mergers. BofA Securities, Inc. acted as financial advisor and fairness opinion provider, Brian W. Duwe,Richard C. Witzel, Jr., Joseph M Penko, Eric B Sensenbrenner and David R. Clark of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Steelcase Inc. James Langston of Paul, Weiss, Rifkind, Wharton & Garrison LLP represented Goldman Sachs as a financial advisor to Steelcase. Georgeson LLC acted as information agent to HNI Corporation and will be paid of fee of $0.05 million. Georgeson LLC acted as information agent to Steelcase Inc and will be paid a fee of $0.04 million. HNI Corporation (NYSE:HNI) completed the acquisition of Steelcase Inc. (NYSE:SCS) on December 10, 2025

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HNI Corporation (NYSE:HNI) completed the acquisition of Steelcase Inc. (NYSE:SCS).

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