HNI (NYSE: HNI) CFO receives stock award, withholds shares to cover taxes

Rhea-AI Filing Summary

HNI Corporation’s Executive Vice President and Chief Financial Officer, Vincent P. Berger, reported equity compensation activity in the company’s common stock. He acquired 23,240 shares at a price of $0.00 per share through a grant or award tied to previously granted performance stock units.

On the same date, 10,029 shares of common stock were disposed of at $50.14 per share to cover tax obligations upon vesting, and the footnotes clarify that no shares were sold on the open market. After these transactions, Berger directly owned 107,510.492 shares of common stock and indirectly held 2,188.771 shares through a profit-sharing retirement plan.

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^*

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)
02/25/2026

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		23,240(1)	A	$0	117,539.492	D
Common Stock	02/25/2026		F		10,029(2)	D	$50.14	107,510.492	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. 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; by Power of Attorney	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).
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FAQ

What insider stock transactions did HNI (HNI) CFO Vincent Berger report?

HNI CFO Vincent P. Berger reported receiving a 23,240‑share stock award and a related 10,029‑share share disposal to cover taxes. The tax withholding used shares rather than a market sale, according to the disclosure footnotes.

Did the HNI (HNI) CFO sell any shares on the open market in this filing?

The disclosure states that no shares were sold on the open market. Instead, 10,029 shares were withheld by HNI to satisfy tax liabilities upon vesting of performance stock units, functioning as a tax-withholding disposition rather than a discretionary sale.

How many HNI (HNI) shares does the CFO own after these transactions?

After these transactions, CFO Vincent P. Berger directly owns 107,510.492 HNI common shares. He also indirectly holds 2,188.771 shares through a Profit-Sharing Retirement Plan, reflecting both his direct and retirement-plan-related ownership positions in the company.

What was the size and nature of the HNI (HNI) stock award to the CFO?

The CFO received a 23,240‑share award of HNI common stock at $0.00 per share. Footnotes explain it reflects common shares deliverable under performance stock units granted under HNI’s 2017 Stock-Based Compensation Plan on February 15, 2023, now vesting into stock.

At what price were HNI (HNI) shares used to cover the CFO’s tax obligations?

Shares withheld for taxes were valued at $50.14 per share, with 10,029 shares used to satisfy tax liabilities upon vesting of performance stock units. This reduced his share count without an open-market sale, as clarified in the accompanying footnote language.

How are the indirectly held HNI (HNI) shares owned by the CFO structured?

The filing lists 2,188.771 HNI common shares as indirectly owned by the CFO through a Profit-Sharing Retirement Plan. This indicates those shares are held within an employer-sponsored retirement arrangement rather than in his direct personal brokerage account.