HNI (HNI) VP Petersen has RSU tax-withholding share dispositions, no sales

Rhea-AI Filing Summary

HNI CORP vice president reports tax-withholding share dispositions, not open-market sales. Officer Jennifer Sue Petersen had 406 shares of common stock withheld on February 15, 2026 and 395 shares withheld on February 14, 2026 to cover taxes upon restricted stock unit vesting. Footnotes state that no shares were sold; these withholdings reduced her directly held balance to 5,851 and 6,257 shares after the respective events. She also reports 1,683.207 shares held indirectly 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^*

Petersen Jennifer Sue

(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)
	VP, Member Relations

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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	02/14/2026		F		395(1)	D	$50.03	6,257	D
Common Stock	02/15/2026		F		406(2)	D	$50.03	5,851	D
Common Stock								1,683.207	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. These shares were withheld by Issuer to cover taxes upon vesting of restricted stock units that vested on February 14, 2026. No shares were sold.

2. These shares were withheld by Issuer to cover taxes upon vesting of restricted stock units that vested on February 15, 2026. No shares were sold.

Remarks:

	/s/ Steven M. Bradford as attorney-in-fact for Jennifer Petersen	02/18/2026
	** 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.
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FAQ

What insider transactions did HNI (HNI) report for Jennifer Sue Petersen?

HNI reported that executive Jennifer Sue Petersen had shares withheld to cover taxes on restricted stock units vesting on February 14 and 15, 2026. These were tax-withholding dispositions, and footnotes clarify that no shares were sold in the market.

How many HNI (HNI) shares were withheld for Jennifer Petersen’s tax obligations?

A total of 801 HNI common shares were withheld for taxes: 395 shares on February 14, 2026, and 406 shares on February 15, 2026. The transactions are coded as tax-withholding dispositions related to restricted stock unit vesting.

Were any HNI (HNI) shares sold by Jennifer Petersen in this Form 4?

No, the Form 4 explicitly states that no shares were sold. The reported F-code transactions reflect shares withheld by HNI to satisfy tax obligations arising from restricted stock units that vested on February 14 and 15, 2026.

What is Jennifer Petersen’s HNI (HNI) share ownership after these transactions?

After the February 15, 2026 tax-withholding transaction, Jennifer Petersen directly owned 5,851 HNI common shares. She also reported 1,683.207 additional shares held indirectly through a Profit-Sharing Retirement Plan, reflecting retirement-plan ownership separate from her direct holdings.

What does transaction code F mean in HNI (HNI) insider filings?

Transaction code F in this HNI filing indicates payment of tax liability by delivering securities. For Jennifer Petersen, it means HNI withheld common shares upon restricted stock unit vesting on specific dates to cover taxes, rather than her selling those shares on the open market.

What role does Jennifer Sue Petersen hold at HNI (HNI)?

Jennifer Sue Petersen is an officer at HNI with the title “VP, Member Relations.” Her Form 4 reflects insider ownership and tax-withholding share dispositions related to restricted stock unit vesting, a common mechanism for handling tax obligations on equity compensation.