HNI Corp (NYSE: HNI) COO receives stock grant, tax shares withheld

Rhea-AI Filing Summary

HNI Corp insider filing shows equity compensation activity for COO Kourtney L. Smith. On February 25, 2026, she acquired 8,294 shares of common stock at $0.00 per share through a grant related to performance stock units originally granted on February 15, 2023. On the same date, 2,468 shares were disposed of at $50.14 per share as a tax-withholding disposition, with shares withheld by HNI to cover taxes upon vesting; the footnotes state that no shares were sold in the market. Following these transactions, her directly held common stock totaled 45,164 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SMITH KOURTNEY L

Role COO, Kimball International

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	8,294	$0.00	--
Tax Withholding	Common Stock	2,468	$50.14	$124K

Holdings After Transaction: Common Stock — 47,632 shares (Direct)

Footnotes (1)

1. Reflects shares of Common Stock of Issuer with respect to Performance Stock Units granted under Issuer's 2017 Stock-Based Compensation Plan on February 15, 2023. These shares were withheld by Issuer to cover taxes upon vesting of Performance Stock Units that vested on February 25, 2026. No shares were sold.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH KOURTNEY L

(Last) (First) (Middle)

600 E. 2ND STREET

(Street)

MUSCATINE IA 52761

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HNI CORP [ HNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	COO, Kimball International

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		A		8,294(1)	A	$0	47,632	D
Common Stock	02/25/2026		F		2,468(2)	D	$50.14	45,164	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares of Common Stock of Issuer with respect to Performance Stock Units granted under Issuer's 2017 Stock-Based Compensation Plan on February 15, 2023.

2. These shares were withheld by Issuer to cover taxes upon vesting of Performance Stock Units that vested on February 25, 2026. No shares were sold.

Remarks:

	/s/ Steven M. Bradford; by Power of Attorney	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did HNI (HNI) COO Kourtney L. Smith report in this Form 4?

Kourtney L. Smith reported an equity grant and related tax withholding. She received 8,294 HNI common shares from performance stock units and had 2,468 shares withheld by HNI to cover taxes when the units vested on February 25, 2026.

How many HNI shares did the COO acquire in the latest filing?

The COO acquired 8,294 shares of HNI common stock. These shares reflect performance stock units granted under HNI’s 2017 Stock-Based Compensation Plan on February 15, 2023, which converted into shares when vesting conditions were met on February 25, 2026.

Were any HNI (HNI) shares sold on the market in this Form 4?

No market sale occurred in this Form 4. The filing states 2,468 shares were withheld by HNI to cover tax obligations upon vesting of performance stock units on February 25, 2026, and explicitly notes that no shares were sold.

Why were 2,468 HNI shares disposed of in the COO’s Form 4?

The 2,468 shares were disposed of to satisfy tax obligations. According to the filing, HNI withheld these shares upon vesting of performance stock units on February 25, 2026, treating them as a tax-withholding disposition rather than an open-market sale.

What is the COO’s HNI share ownership after these transactions?

After the reported transactions, the COO directly holds 45,164 HNI common shares. This figure reflects the grant of 8,294 shares tied to performance stock units and the withholding of 2,468 shares by HNI to cover associated tax liabilities at vesting.

What compensation plan governed the HNI performance stock units in this filing?

The performance stock units came from HNI’s 2017 Stock-Based Compensation Plan. The filing notes the 8,294 shares reflect common stock related to performance stock units granted on February 15, 2023, which vested and converted into shares on February 25, 2026.