HNI Corp (HNI) director reports 13,348-share stock award from Steelcase merger terms

Rhea-AI Filing Summary

HNI Corp director reported acquiring additional company stock through a merger-related transaction. On December 10, 2025, the reporting person received 13,348 shares of HNI common stock, which are now held directly. These shares were issued under an Agreement and Plan of Merger dated August 3, 2025, involving HNI, Steelcase Inc., and merger subsidiaries.

Each share of Steelcase common stock held by the reporting person was converted into $7.20 in cash and 0.2192 shares of HNI common stock as mixed cash-and-stock consideration. The filing records this change in ownership as a routine insider report rather than an open-market purchase or sale.

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^*

Williams Linda K

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		A		13,348(1)	A	(1)	13,348	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. Represents shares of the issuer received in connection with the conversion set forth in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated August 3, 2025, by and among the issuer, Steelcase Inc., a Michigan corporation ("Steelcase"), Geranium Merger Sub I, Inc., a Michigan corporation and wholly owned subsidiary of the issuer and Geranium Merger Sub II, LLC, a Michigan limited liability company and direct wholly owned subsidiary of the issuer, pursuant to which each share of Steelcase common stock held by the reporting person were converted into $7.20 in cash and 0.2192 shares of the issuer's common stock in accordance with a mixed election to receive a combination of cash and stock consideration pursuant to the terms of the Merger Agreement.

Remarks:

	/s/ Steven M. Bradford, By Power of Attorney	12/10/2025
	** 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 insider transaction did HNI (HNI) report in this Form 4?

The Form 4 reports that a director of HNI Corp acquired 13,348 shares of HNI common stock on December 10, 2025, which are now held directly.

How did the HNI (HNI) director receive the 13,348 shares?

The 13,348 HNI shares were received in connection with a merger under an Agreement and Plan of Merger dated August 3, 2025, rather than through an open-market trade.

What consideration did Steelcase shareholders receive in the HNI–Steelcase merger?

For each share of Steelcase common stock, the reporting person received $7.20 in cash plus 0.2192 shares of HNI common stock, based on a mixed cash-and-stock election described in the merger agreement.

What is the relationship of the reporting person to HNI (HNI)?

The reporting person is identified as a director of HNI Corp, and the Form 4 is filed as a single reporting person filing.

Does this HNI (HNI) Form 4 involve derivatives or options?

No derivative securities are reported. The filing only shows common stock acquired in the merger, and the derivative securities table contains no entries.

Was the HNI (HNI) transaction related to a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions under a Rule 10b5-1(c) plan, but the content provided does not indicate that this specific merger-related transaction was made under such a plan.