Form 4: Smith Brian Scott reports disposition transactions in HNI

Rhea-AI Filing Summary

Smith Brian Scott reported disposition transactions in a Form 4 filing for HNI. The filing lists transactions totaling 635 shares at a weighted average price of $51.72 per share. Following the reported transactions, holdings were 12,591 shares.

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

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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 Brian Scott

(Last) (First) (Middle)

600 EAST SECOND 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)
	President, Hearth & Home Tech

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		F		635(1)	D	$51.72	12,590.7563	D
Common Stock								1,617.573	I	Profit-Sharing Retirement Plan

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. These shares were withheld by Issuer to cover taxes upon vesting of restricted stock units that vested on February 12, 2026. No shares were sold.

Remarks:

	/s/ Steven M. Bradford as attorney-in-fact for Brian S. Smith	02/17/2026
	** 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.
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FAQ

What did HNI (HNI) disclose in this Form 4 for Brian Scott Smith?

The Form 4 reports a tax-withholding disposition related to restricted stock units. On February 12, 2026, 635 HNI common shares were withheld by the company to cover taxes when the units vested, with no open-market sale occurring.

How many HNI shares were withheld for taxes in Brian Scott Smith’s filing?

The filing shows 635 HNI common shares were withheld to satisfy tax obligations. This occurred when restricted stock units vested on February 12, 2026, and the footnote clarifies the withholding was by the issuer, not a voluntary sale by Smith.

What is Brian Scott Smith’s role at HNI (HNI) in this Form 4?

Brian Scott Smith is identified as an officer of HNI, serving as President, Hearth & Home Tech. The Form 4 reflects his insider status and reports the tax-related share withholding tied to his equity compensation vesting on February 12, 2026.

How many HNI shares does Brian Scott Smith own after the reported transaction?

After the tax-withholding disposition, Smith directly beneficially owned 12,590.7563 HNI common shares. He also indirectly held 1,617.573 shares through a Profit-Sharing Retirement Plan, as shown in the ownership tables of the Form 4 filing.

Was the HNI Form 4 transaction a stock sale by Brian Scott Smith?

No, the Form 4 states that no shares were sold. Instead, 635 shares were withheld by HNI to cover taxes when restricted stock units vested on February 12, 2026, which is a standard tax-withholding mechanism for equity awards.

What indirect HNI share ownership is reported for Brian Scott Smith?

The Form 4 reports 1,617.573 HNI common shares held indirectly for Smith through a Profit-Sharing Retirement Plan. This indirect holding is separate from his directly owned 12,590.7563 shares following the February 12, 2026 tax-withholding transaction.