HNI Corp (HNI) executive stock award with 3,505.0000 shares withheld for tax

Rhea-AI Filing Summary

HNI Corp executive Brian Scott Smith reported equity award activity involving the company’s Common Stock. On February 25, 2026, he acquired 7,686.0000 shares at $0.0000 per share, reflecting shares underlying Performance Stock Units granted on February 15, 2023 under HNI’s 2017 Stock-Based Compensation Plan.

On the same date, 3,505.0000 shares were disposed of at $50.1400 per share to cover tax liabilities upon vesting; footnotes state these shares were withheld by HNI and that no shares were sold on the market. After these transactions, Smith directly owned 21,354.7563 shares, with an additional 1,617.5730 shares held indirectly through a Profit-Sharing Retirement Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Smith Brian Scott

Role President, Hearth & Home Tech

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,686	$0.00	--
Tax Withholding	Common Stock	3,505	$50.14	$176K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 24,859.756 shares (Direct); Common Stock — 1,617.573 shares (Indirect, Profit-Sharing Retirement Plan)

Footnotes (1)

1. Reflects shares of Common Stock of Issuer with respect to Performance Stock Units granted under Issuer's 2017 Stock-Based Compensation Plan on February 15, 2023. These shares were withheld by Issuer to cover taxes upon vesting of Performance Stock Units that vested on February 25, 2026. No shares were sold.

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^*

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)
02/25/2026

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	02/25/2026		A		7,686(1)	A	$0	24,859.7563	D
Common Stock	02/25/2026		F		3,505(2)	D	$50.14	21,354.7563	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. Reflects shares of Common Stock of Issuer with respect to Performance Stock Units granted under Issuer's 2017 Stock-Based Compensation Plan on February 15, 2023.

2. These shares were withheld by Issuer to cover taxes upon vesting of Performance Stock Units that vested on February 25, 2026. No shares were sold.

Remarks:

	/s/ Steven M. Bradford as attorney-in-fact for Brian S. Smith	02/27/2026
	** 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 stock transactions did HNI (HNI) executive Brian Scott Smith report?

Brian Scott Smith reported acquiring 7,686.0000 HNI Common Stock shares linked to Performance Stock Units and a disposition of 3,505.0000 shares withheld for taxes. Both transactions occurred on February 25, 2026, and involved awards under HNI’s 2017 Stock-Based Compensation Plan.

Were any HNI (HNI) shares sold on the open market in this Form 4?

No open-market sales occurred. The Form 4 states 3,505.0000 shares were withheld by HNI to cover taxes when Performance Stock Units vested on February 25, 2026, and explicitly notes that no shares were sold, indicating a tax-withholding disposition instead of a market transaction.

How many HNI (HNI) shares does Brian Scott Smith own after these transactions?

After the reported transactions, Brian Scott Smith directly owned 21,354.7563 HNI Common Stock shares. He also had 1,617.5730 shares held indirectly through a Profit-Sharing Retirement Plan, reflecting both direct and indirect ownership positions following the vesting-related activity.

What is the nature of the 7,686.0000 HNI shares acquired by Brian Scott Smith?

The 7,686.0000 shares represent HNI Common Stock issued in connection with Performance Stock Units. These units were granted on February 15, 2023 under HNI’s 2017 Stock-Based Compensation Plan and converted into shares on February 25, 2026 when the award vested.

At what price were HNI (HNI) shares withheld for Brian Scott Smith’s tax obligations?

The 3,505.0000 HNI Common Stock shares withheld to cover tax liabilities were valued at $50.1400 per share. This withholding occurred on February 25, 2026 when Performance Stock Units vested, and the filing clarifies that this was for taxes, not an open-market sale.