HNI Corp (HNI) president sells 2,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

HNI Corp executive Brian Scott Smith reported an option exercise and share sale. On 02/09/2026, he exercised 2,000 non‑qualifying employee stock options at $46.62 per share, acquiring 2,000 shares of common stock. That same day, he sold 2,000 common shares at $52.20 per share under a pre‑arranged Rule 10b5‑1 trading plan adopted on November 10, 2025.

After these transactions, Smith directly owned 13,225.7563 HNI common shares and indirectly held 1,617.573 shares through a Profit‑Sharing Retirement Plan. The filing indicates these trades were structured and automated rather than discretionary market‑timing decisions.

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).

X

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)
02/09/2026

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	02/09/2026		M		2,000	A	$46.62	15,225.7563	D
Common Stock	02/09/2026		S(1)		2,000	D	$52.2(2)	13,225.7563	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
Non-qualifying employee stock option (right to buy)	$46.62	02/09/2026		M			2,000	02/15/2021	02/15/2027	Common Stock	2,000	$0	1,676	D

Explanation of Responses:

1. The transaction reported in this Form 4 was effectuated pursuant to a Rule 10b5-1 plan adopted on November 10, 2025.

2. The dollar amount in column 4 is a result of multiple lots for the same price that have been combined.

Remarks:

	/s/ Steven M. Bradford as attorney-in-fact for Brian S. Smith	02/10/2026
	** 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 insider transactions did HNI (HNI) report for Brian Scott Smith?

HNI reported that executive Brian Scott Smith exercised 2,000 stock options at $46.62 and sold 2,000 common shares at $52.20 on February 9, 2026. These moves converted option rights into shares and then into cash through an open‑market sale.

Was the HNI (HNI) insider sale by Brian Scott Smith pre‑planned?

Yes. The Form 4 states the sale was executed under a Rule 10b5‑1 trading plan adopted on November 10, 2025. Such plans are pre‑arranged schedules designed to allow insiders to sell shares over time, reducing the appearance of trading on nonpublic information.

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

After the reported trades, Brian Scott Smith directly owned 13,225.7563 HNI common shares. He also indirectly held 1,617.573 additional shares through a Profit‑Sharing Retirement Plan, reflecting both his personal and plan‑related positions in the company’s stock.

What happened to Brian Scott Smith’s HNI stock options in this Form 4?

He exercised 2,000 non‑qualifying employee stock options with a $46.62 exercise price on February 9, 2026. Following this exercise, he held 1,676 derivative securities (stock options) remaining, showing part of his option grant was converted into common shares.

What prices were involved in the HNI (HNI) insider’s transactions?

The option exercise price was $46.62 per share for the 2,000 options converted into stock. The subsequent sale price for the 2,000 common shares was $52.20 per share. The filing notes the sale amount reflects multiple lots combined at the same price.

How is the indirect ownership of HNI (HNI) shares reported for Brian Scott Smith?

The Form 4 shows 1,617.573 HNI common shares held indirectly for Brian Scott Smith through a Profit‑Sharing Retirement Plan. This indirect holding is reported separately from his directly owned 13,225.7563 shares, clarifying the structure of his overall beneficial ownership.