HNI Form 4 reports disposition transactions

Berger Vincent P reported disposition transactions in a Form 4 filing for HNI.

Accepted by SEC EDGAR 02/17/2026 - 12:09 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Berger Vincent P reported disposition transactions in a Form 4 filing for HNI. The filing lists transactions totaling 1,404 shares at a weighted average price of $51.72 per share. Following the reported transactions, holdings were 87,063 shares.

Insider Trade Summary

Exercise Price or Tax Liability: 1,404 shares

Exercise Price or Tax Liability 1 txn

Insider Berger Vincent P

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,404	$51.72	$73K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 87,063.492 shares (Direct); Common Stock — 2,188.771 shares (Indirect, Profit-Sharing Retirement Plan)

Holdings Before and After: Common Stock, 88,467.492 to 87,063.492 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did HNI (HNI) report for Vincent P. Berger?

HNI reported that EVP and CFO Vincent P. Berger had 1,404 common shares withheld to cover tax obligations on vested restricted stock units. The company clarifies in the footnotes that no shares were actually sold in the market during this transaction.

Was the HNI (HNI) insider Form 4 transaction a stock sale?

The filing states it was not a sale. The 1,404 HNI common shares were withheld by the issuer solely to satisfy tax liabilities from vesting restricted stock units, and the explanatory footnote explicitly notes that no shares were sold into the market.

How many HNI (HNI) shares does Vincent P. Berger own after this transaction?

Following the tax-withholding disposition, Vincent P. Berger holds 87,063.492 HNI common shares directly. He also has an indirect position of 2,188.771 common shares held through a profit-sharing retirement plan, as disclosed in the ownership table.

What was the price used for the HNI (HNI) tax-withholding shares?

The 1,404 HNI common shares withheld for taxes were valued at $51.72 per share. This price is listed in the Form 4 transaction table describing the tax-withholding disposition related to the vesting of restricted stock units on February 12, 2026.

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

Transaction code “F” in this Form 4 indicates payment of a tax liability by delivering securities. Here it reflects issuer share withholding to cover taxes on vesting restricted stock units, rather than an open-market purchase or sale by the executive.

How is indirect ownership reported for HNI (HNI) in this filing?

The filing shows 2,188.771 HNI common shares as indirectly owned by Vincent P. Berger through a profit-sharing retirement plan. This is marked with indirect ownership code “I” and identified in the Form 4 table under nature of indirect beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
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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^*

Berger Vincent P

(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)
	EVP & Chief Financial 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		1,404(1)	D	$51.72	87,063.492	D
Common Stock								2,188.771	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).
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