HNI director receives stock grants as board compensation

HNI Corporation director Timothy C. E. Brown reported routine share-based compensation.

Rhea-AI Filing Summary

HNI Corporation director Timothy C. E. Brown reported routine share-based compensation. On May 19, 2026, he acquired 427 shares of Common Stock at $29.25 per share under HNI’s 2017 Equity Plan for Non-Employee Directors and 4,786 shares under the same 2017 plan in lieu of quarterly board retainer fees of $12,500.

These two awards total 5,213 shares of Common Stock as non-cash director compensation, rather than open-market purchases or sales, and reflect standard equity-based pay and fee settlement for a non-employee director.

Insider Trade Summary

Grant/Award: 5,213 shares

Grant/Award 2 txns

Insider Brown Timothy C. E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,786	$0.00	$0.00
Grant/Award	Common Stock	427	$29.25	$12K

Holdings After Transaction: Common Stock — 6,700 shares (Direct)

Footnotes (2)

1. F1. These shares were granted to the reporting person under HNI Corporation's 2017 Equity Plan for Non-Employee Directors.
2. F2. These shares were acquired under the Corporation's 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $12,500.

Key Figures

Equity plan grant: 427 shares at $29.25/share Fee-in-lieu shares: 4,786 shares at $0.00/share Total shares acquired: 5,213 shares +3 more

6 metrics

Equity plan grant 427 shares at $29.25/share Granted under 2017 Equity Plan for Non-Employee Directors on May 19, 2026

Fee-in-lieu shares 4,786 shares at $0.00/share Issued under 2017 plan in lieu of $12,500 quarterly board retainer

Total shares acquired 5,213 shares Combined grants reported in this Form 4

Retainer value $12,500 Quarterly board retainer paid in stock under 2017 plan

Holdings after grant (entry 1) 6,700 shares Total Common Stock following the 427-share grant

Holdings after grant (entry 2) 6,273 shares Total Common Stock following the 4,786-share award

Key Terms

2017 Equity Plan for Non-Employee Directors, 2017 Plan for Non-Employee Directors, Common Stock, quarterly board retainer fees

4 terms

2017 Equity Plan for Non-Employee Directors financial

"These shares were granted to the reporting person under HNI Corporation's 2017 Equity Plan for Non-Employee Directors."

2017 Plan for Non-Employee Directors financial

"These shares were acquired under the Corporation's 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $12,500."

Common Stock financial

"security_title: Common Stock for both acquisition transactions."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

quarterly board retainer fees financial

"in lieu of quarterly board retainer fees of $12,500."

FAQ

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

What did HNI (HNI) director Timothy C. E. Brown report in this Form 4?

He reported acquiring Common Stock as part of director compensation. One grant came under HNI’s 2017 Equity Plan for Non-Employee Directors and another in shares instead of a cash retainer, reflecting routine non-cash compensation rather than open-market trading.

How many HNI (HNI) shares did Timothy C. E. Brown acquire on May 19, 2026?

He acquired a total of 5,213 Common Stock shares. This includes 427 shares granted under HNI’s 2017 Equity Plan for Non-Employee Directors and 4,786 shares issued instead of a quarterly board retainer fee of $12,500.

Were Timothy C. E. Brown’s HNI (HNI) share acquisitions open-market purchases?

No, the acquisitions were not open-market purchases. They were stock grants and fee-in-lieu awards under HNI’s 2017 plans for non-employee directors, representing standard equity compensation and payment of board fees in stock form.

What is HNI’s 2017 Equity Plan for Non-Employee Directors mentioned in the Form 4?

It is a compensation plan that grants HNI Common Stock to non-employee directors. In this filing, 427 shares were granted under the plan, and additional shares were issued under a related 2017 plan in lieu of quarterly board retainer fees.

Why did HNI (HNI) issue 4,786 shares to Timothy C. E. Brown at $0.00 per share?

Those 4,786 shares were issued under HNI’s 2017 plan for non-employee directors in lieu of a $12,500 quarterly board retainer. The $0.00 per-share figure simply reflects that this was compensation, not a cash purchase in the market.

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

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Accepted by SEC EDGAR 05/21/2026 - 01:13 PM EDT Learn about SEC filing dates

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 IOWA 52761

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/19/2026		A		4,786(1)	A	$0	6,273	D
Common Stock	05/19/2026		A		427(2)	A	$29.25	6,700	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 granted to the reporting person under HNI Corporation's 2017 Equity Plan for Non-Employee Directors.

2. These shares were acquired under the Corporation's 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $12,500.

Remarks:

	/s/ Steven M. Bradford, By Power of Attorney	05/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)