Steelcase (SCS) terminates SEC registration as HNI-owned subsidiary

Rhea-AI Filing Summary

Steelcase Inc. is terminating the SEC registration of its Class A common stock and 5.125% Senior Notes due 2029 and suspending its duty to file periodic reports. This follows the New York Stock Exchange filing a Form 25 on December 10, 2025 to remove Steelcase’s Class A common stock from listing and registration. The company states that Steelcase is now a wholly owned subsidiary of HNI and has fewer than 300 record holders, which allows it to file this Form 15 to end public reporting for the covered securities.

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Corporate actions analyst

Steelcase is ending SEC registration and reporting after its NYSE delisting and acquisition by HNI.

Steelcase Inc. is using Form 15 to terminate registration of its Class A common stock and 5.125% Senior Notes due 2029 under the Exchange Act and to suspend its obligation to file ongoing reports. This step comes after the New York Stock Exchange filed Form 25 on December 10, 2025 to remove the Class A common stock from listing and registration.

The filing notes that Steelcase is a wholly owned subsidiary of HNI and has fewer than 300 record holders, which is a key threshold that permits deregistration. This indicates that public equity investors no longer hold Steelcase shares, and remaining holders are primarily tied to the listed debt security.

For investors focused on governance and transparency, the main change is that Steelcase will no longer provide standalone Exchange Act reports for these securities. Subsequent disclosures, if any, would be expected through HNI or other required communications, based on applicable rules and contractual terms.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-13873

Steelcase Inc.

(Exact name of registrant as specified in its charter)

901 44th Street SE, Grand Rapids, Michigan 49508

(616) 247-2710

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Class A Common Stock

5.125% Senior Notes due 2029

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)		☒
Rule 12g-4(a)(2)		☐
Rule 12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule 15d-6		☐
Rule 15d-22(b)		☐

Approximate number of holders of record as of the certification or notice date:

Class A Common Stock, no par value: One.*

5.125% Senior Notes due 2029: Forty-nine.

* On December 10, 2025, pursuant to the Agreement and Plan of Merger, dated August 3, 2025, by and among HNI Corporation, an Iowa corporation (“HNI”), Steelcase Inc., a Michigan corporation (“Steelcase”), Geranium Merger Sub I, Inc., a Michigan corporation and a wholly owned subsidiary of HNI (“Merger Sub Inc.”), and Geranium Merger Sub II, LLC, a Michigan limited liability company and a wholly owned subsidiary of HNI, Merger Sub Inc. merged with and into Steelcase (the “First Merger”), with Steelcase continuing as the surviving corporation of the First Merger and a wholly owned subsidiary of HNI.

On December 10, 2025, the New York Stock Exchange filed a Form 25 to remove Steelcase’s Class A Common Stock, no par value, from listing and registration pursuant to 17 CFR 240.12d2-2(a)(3).

Steelcase is a wholly owned subsidiary of HNI and, as such, has fewer than 300 record holders.

Pursuant to the requirements of the Securities Exchange Act of 1934, Steelcase Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

				STEELCASE INC.
Date: December 22, 2025				By:		/s/ David C. Sylvester
						David C. Sylvester
						Authorized Signatory

FAQ

What does Steelcase Inc. (SCS) report in this Form 15 filing?

Steelcase Inc. reports that it is filing Form 15 to certify the termination of registration of its covered securities under Section 12(g) of the Exchange Act and to suspend its duty to file reports under Sections 13 and 15(d).

Which Steelcase securities are covered by this deregistration?

The securities covered are Steelcase’s Class A Common Stock and its 5.125% Senior Notes due 2029, as listed under the title of each class of securities covered by this Form.

What happened to Steelcase Inc.’s Class A common stock on the NYSE?

On December 10, 2025, the New York Stock Exchange filed a Form 25 to remove Steelcase’s Class A common stock, no par value, from listing and registration pursuant to 17 CFR 240.12d2-2(a)(3).

Why is Steelcase Inc. eligible to terminate SEC registration?

Steelcase states that it is a wholly owned subsidiary of HNI and, as such, has fewer than 300 record holders, which allows it to file Form 15 to terminate registration and suspend reporting obligations for the covered securities.

Does Steelcase Inc. have any other securities that keep it reporting to the SEC?

In the filing, Steelcase lists "None" for titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains, indicating no other classes are keeping it subject to those reporting requirements.

Who signed Steelcase Inc.’s Form 15 and when?

The Form 15 was signed on behalf of Steelcase Inc. by David C. Sylvester as an Authorized Signatory, dated December 22, 2025.