HNI (NYSE: HNI) director granted stock in lieu of cash fees

Rhea-AI Filing Summary

HNI CORP director Timothy C. E. Brown reported two stock awards of common shares. He acquired 349 shares at $50.14 per share under the 2017 Equity Plan for Non-Employee Directors in lieu of a $17,500 quarterly board retainer, and a separate award of 1,080 shares at the same price under the same plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Brown Timothy C. E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	349	$50.14	$17K
Grant/Award	Common Stock	1,080	$50.14	$54K

Holdings After Transaction: Common Stock — 407 shares (Direct)

Footnotes (1)

1. These shares were acquired by the reporting person under the Corporation's 2017 Equity Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $17,500. These shares were acquired by the reporting person under the Corporation's 2017 Equity Plan for Non-Employee Directors.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
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^*

Brown Timothy C. E.

(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)
02/18/2026

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	02/18/2026		A		349(1)	A	$50.14	407	D
Common Stock	02/18/2026		A		1,080(2)	A	$50.14	1,487	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. These shares were acquired by the reporting person under the Corporation's 2017 Equity Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $17,500.

2. These shares were acquired by the reporting person under the Corporation's 2017 Equity Plan for Non-Employee Directors.

Remarks:

	/s/ Steven M. Bradford, By Power of Attorney	02/20/2026
	** 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.
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 transactions did HNI (HNI) director Timothy C. E. Brown report?

Timothy C. E. Brown reported acquiring HNI common shares through two stock awards. One grant was 349 shares and the other was 1,080 shares, both at $50.14 per share, under HNI’s 2017 Equity Plan for Non-Employee Directors.

Were HNI (HNI) shares bought on the market in this Form 4?

No, the Form 4 shows stock awards, not open-market purchases. Brown received 349 shares in lieu of a $17,500 cash board retainer and 1,080 additional shares, all granted under HNI’s 2017 Equity Plan for Non-Employee Directors.

What is the value of the HNI (HNI) director fee paid in stock?

The filing states that 349 shares were issued instead of a cash quarterly board retainer of $17,500. This means Brown chose to receive that portion of his director compensation in HNI common stock rather than in cash.

Does Timothy C. E. Brown hold HNI (HNI) shares directly or indirectly?

The reported holdings are classified as direct ownership. The Form 4 lists the ownership code as “D” and includes no footnote disclaimers transferring voting or investment power to another entity, indicating Brown personally holds the awarded HNI common shares.

Under what plan were the HNI (HNI) stock awards to the director granted?

Both stock awards were granted under HNI’s 2017 Equity Plan for Non-Employee Directors. One 349-share grant was explicitly in lieu of a $17,500 quarterly board retainer, and the second 1,080-share grant was also issued under this equity compensation plan.