HNI Corporation to Acquire Steelcase Inc.

Highly Complementary Brand Portfolios, Dealer Networks, and Industry Segments will Enhance Customer Reach

Combined Capabilities to Drive Accretion and Accelerate Strategic Initiatives to Better Serve Customers

HNI Corporation and Steelcase Inc. announced that they have entered into a definitive agreement under which HNI will acquire Steelcase in a cash and stock transaction, with a total consideration of approximately $2.2 billion to Steelcase common shareholders.

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 they own. The implied per share purchase price of $18.30 is based on HNI’s closing share price of $50.62 on Friday, August 1, 2025, reflecting a valuation multiple at transaction close1 for Steelcase of approximately 5.8x TTM2 Adjusted EBITDA, inclusive of run-rate cost synergies of $120 million. Upon closing, HNI shareholders will own approximately 64% and Steelcase shareholders will own approximately 36% of the combined company.

“This acquisition brings together two respected companies with complementary strengths and represents an exciting milestone in HNI’s growth journey,” said Jeffrey Lorenger, HNI’s Chairman, President, and Chief Executive Officer. “We have long admired Steelcase for its insight-led approach, which has helped shape our industry for decades. With the Steelcase portfolio of brands and as in-office work trends accelerate, we will be even better positioned to meet the evolving needs of the workplace, enhance dealer and customer relationships, unlock new opportunities for growth, and create compelling value for the combined company’s shareholders.”

“Joining with HNI is a bold step that marks the next era for Steelcase, our customers, dealers, and employees,” said Sara Armbruster, President and Chief Executive Officer of Steelcase. “Together, we will be positioned to redefine what’s possible in the world of work, workers, and workplaces. Like Steelcase, HNI is an organization that leads with purpose, shares similar values, and puts the customer at the center of everything they do. I’m excited to see this combination shape our industry.”

Compelling Strategic Benefits

• Combines Complementary Portfolios and Dealer Networks to Enhance Customer Reach: HNI’s and Steelcase’s geographic footprints and dealer networks are highly complementary, which bolsters the combined company’s ability to serve more customers across diverse industry segments, including small and medium business, large corporate, healthcare, education, and hospitality customers. The companies have the industry’s most respected and widely recognized brands, allowing the combined company to better support an expanded customer base and capture growth opportunities from industry tailwinds.
• Brings Together World-Class Capabilities: Uniting a strong innovation engine with operational excellence, the combined organization will accelerate delivery of more advanced solutions to customers, while increasing value for shareholders.
• Strong Financial Profile: 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.3 These metrics are based on each company’s respective last reported 12-month results and are inclusive of annual run-rate synergies. Net leverage is expected to return to pre-acquisition levels within 18-24 months.
• Highly Synergistic Combination: With recent experience in M&A execution and a disciplined integration approach, HNI’s proven ability to successfully combine core capabilities and deliver cost synergies will maximize the new organization’s future success. Annual run-rate synergies are expected to total $120 million when fully mature. The company projects the combination will be highly accretive to non-GAAP earnings per share beginning in 2027.
• Accelerates Strategic Framework: The acquisition is fully aligned with HNI’s strategic framework focused on driving long-term profitable growth. With an enhanced financial profile, the new company will also be better positioned to accelerate and increase investments in long-term operational enhancements, digital transformation, and customer-centric buying experiences.

HNI and Steelcase share a deep commitment to respecting people, protecting the planet, operating with excellence, and acting with integrity. As a stronger and more diversified organization, the combined company will bring together the strengths of both HNI and Steelcase to create new career growth opportunities for team members, deliver more value for customers, and further support and invest in the communities where they operate.

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. Approvals, Financing, and Timing to Close The transaction, which 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, and the satisfaction of other customary closing conditions.

Certain shareholders of Steelcase have entered into a voting agreement to vote in favor of the transaction at the special meeting of Steelcase shareholders to be held in connection with the transaction.

In support of the transaction, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. have executed a commitment letter to provide committed financing to HNI, subject to the terms and conditions therein.

Advisors

J.P. Morgan Securities LLC is serving as exclusive financial advisor to HNI, and Davis Polk & Wardwell LLP is serving as legal counsel. Goldman Sachs & Co. LLC and BofA Securities are serving as financial advisors to Steelcase, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.

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.

Contact:

Marshall H. Bridges – Senior Vice President and Chief Financial Officer – (563) 272-7400

Source: HNI Corporation