Form 4: Roch Michael J. reports disposition transactions in HNI

Rhea-AI Filing Summary

Roch Michael J. reported disposition transactions in a Form 4 filing for HNI. The filing lists transactions totaling 256 shares at a weighted average price of $51.72 per share. Following the reported transactions, holdings were 18,825 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

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^*

Roch Michael J.

(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)
	CCO, WP & Health, Kimball Intl

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		256(1)	D	$51.72	18,825	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 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 as attorney-in-fact for Michael J. Roch	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.
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 did HNI (HNI) executive Michael J. Roch report in this Form 4?

Michael J. Roch reported a tax-related share withholding of 256 HNI common shares. The issuer withheld these shares at vesting of restricted stock units to cover taxes, and the filing states explicitly that no shares were sold on the open market.

How many HNI (HNI) shares were withheld for taxes in this transaction?

The transaction shows 256 HNI common shares withheld to satisfy tax obligations. These shares were taken when restricted stock units vested on February 12, 2026, functioning as a tax payment in shares rather than a cash outlay by the executive.

At what price were the withheld HNI (HNI) shares valued in the filing?

The withheld shares were valued at $51.72 per HNI common share. This price is used in the Form 4 to calculate the value of the 256-share tax-withholding disposition tied to the vesting of restricted stock units on February 12, 2026.

Did Michael J. Roch sell any HNI (HNI) shares in this Form 4 transaction?

No, the filing states that no shares were sold. The 256 shares of HNI common stock were withheld by the issuer solely to cover taxes due upon the vesting of restricted stock units, which is recorded as a tax-withholding disposition, not an open-market sale.

How many HNI (HNI) shares does Michael J. Roch own after this transaction?

After the tax-withholding transaction, Michael J. Roch directly owns 18,825 HNI common shares. This figure reflects his beneficial ownership following the 256-share withholding to cover taxes associated with the vesting of his restricted stock units.

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

Transaction code F indicates a tax-withholding disposition, where shares are delivered to cover tax or exercise costs. In this case, 256 HNI shares were withheld by the issuer to pay taxes when restricted stock units vested, with no market sale involved.