HNI (HNI) executive reports tax withholding of deferred shares

Rhea-AI Filing Summary

HNI Corp executive Brian S. Smith reported a routine tax‑related share withholding by the company, not an open‑market sale. On 01/19/2026, 16.5444 shares of HNI common stock were withheld by the issuer at a price of $47.19 per share to cover taxes on a distribution of deferred shares from an Executive Deferred Compensation Plan, and the filing states that no shares were sold. After this withholding, Smith directly beneficially owned 13,225.7563 HNI common shares and indirectly held 1,617.573 shares through a Profit-Sharing Retirement Plan.

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)
01/19/2026

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	01/19/2026		F		16.5444(1)	D	$47.19	13,225.7563	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 for payment of the tax liability incurred upon the distribution of deferred shares to the reporting person held in an Executive Deferred Compensation Plan. No shares were sold.

Remarks:

	/s/ Steven M. Bradford as attorney-in-fact for Brian S. Smith	01/21/2026
	** 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 insider transaction did HNI (HNI) report for Brian S. Smith?

The filing shows that on 01/19/2026, 16.5444 shares of HNI common stock were withheld by the issuer to pay taxes on a distribution of deferred shares from an Executive Deferred Compensation Plan. The footnote clarifies that no shares were sold.

Was the HNI (HNI) insider transaction a sale of shares?

No. The footnote explains that the shares were withheld by the issuer for tax liability related to deferred share distribution and that no shares were sold in the market.

How many HNI (HNI) shares does Brian S. Smith own after this Form 4?

After the reported transaction, Brian S. Smith beneficially owned 13,225.7563 HNI common shares directly and 1,617.573 shares indirectly through a Profit-Sharing Retirement Plan.

What does transaction code "F" mean in the HNI (HNI) Form 4?

The transaction is coded "F", which in this context corresponds to shares withheld by the issuer to satisfy a tax obligation arising from a distribution of deferred shares, as described in the footnote.

What role does Brian S. Smith hold at HNI (HNI)?

Brian S. Smith is reported as an officer of HNI Corp, serving as President, Hearth & Home Tech, and he filed this Form 4 as a single reporting person.

How are HNI (HNI) shares indirectly held for Brian S. Smith?

The Form 4 shows that 1,617.573 HNI common shares are held indirectly for Brian S. Smith through a Profit-Sharing Retirement Plan, separate from his directly held shares.