Form 4: Rao Radhakrishna S reports disposition transactions in HNI

Rhea-AI Filing Summary

Rao Radhakrishna S reported disposition transactions in a Form 4 filing for HNI. The filing lists transactions totaling 481 shares at a weighted average price of $51.72 per share. Following the reported transactions, holdings were 18,682 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^*

Rao Radhakrishna S

(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)
	Chief Info and Digital Officer

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		481(1)	D	$51.72	18,681.6602	D
Common Stock								2,539.431	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, By Power of Attorney	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 insider transaction did HNI (HNI) report for Rao Radhakrishna S?

HNI reported a tax-related share disposition by officer Rao Radhakrishna S. On February 12, 2026, 481 common shares were withheld to cover taxes upon vesting of restricted stock units, and the filing clearly notes that no shares were sold into the market.

Was the HNI (HNI) Form 4 transaction an open-market stock sale?

The Form 4 does not show an open-market sale. Code F indicates shares were withheld to satisfy tax obligations on vesting restricted stock units, and the footnote explicitly states that no shares were sold, distinguishing this from a discretionary market sale by the insider.

How many HNI (HNI) shares were withheld for taxes on February 12, 2026?

The filing shows 481 HNI common shares withheld for taxes. These shares were valued at $51.72 each and were used to cover tax liabilities when restricted stock units vested on February 12, 2026, according to the footnote explanation provided.

How many HNI (HNI) shares does Rao Radhakrishna S own after the reported transaction?

After the tax withholding, he beneficially owns 18,681.6602 HNI common shares directly. In addition, the Form 4 reports 2,539.431 shares held indirectly through a Profit‑Sharing Retirement Plan, reflecting his total reported interests following the February 12, 2026 transaction.

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

Transaction code F indicates a tax-withholding disposition. In this HNI filing, it means 481 shares were surrendered to cover tax liabilities triggered by restricted stock units vesting, rather than being sold on the open market by the reporting officer.

What role does the reporting person hold at HNI (HNI)?

The reporting person, Rao Radhakrishna S, serves as HNI Corp’s Chief Info and Digital Officer. His Form 4 reflects equity compensation activity, specifically shares withheld to pay taxes when restricted stock units vested on February 12, 2026, as described in the footnote.