HNI (HNI) tech chief reports RSU tax share withholdings

Rhea-AI Filing Summary

HNI CORP Chief Info and Digital Officer Radhakrishna S. Rao reported share dispositions tied to restricted stock unit vesting, not open-market sales. The company withheld 526 shares on February 14, 2026 and 551 shares on February 15, 2026 to cover taxes. Rao now directly holds 17,604.6602 common shares and indirectly holds 2,539.431 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^*

Rao Radhakrishna S

(Last) (First) (Middle)

600 E. 2ND 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)
	Chief Info and Digital Officer

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		526(1)	D	$50.03	18,155.6602	D
Common Stock	02/15/2026		F		551(2)	D	$50.03	17,604.6602	D
Common Stock								2,539.431	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; by Power of Attorney	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did HNI (HNI) report for Radhakrishna S. Rao?

HNI reported that Chief Info and Digital Officer Radhakrishna S. Rao had common shares withheld to pay taxes on vested restricted stock units. These were Form 4 code F transactions, indicating tax-withholding dispositions rather than open-market purchases or sales of HNI stock.

How many HNI shares were withheld for Rao’s RSU tax obligations?

A total of 1,077 HNI common shares were withheld to cover taxes on RSU vesting. This included 526 shares on February 14, 2026 and 551 shares on February 15, 2026, both at an indicated price of $50.03 per share for tax-reporting purposes.

Were any HNI shares actually sold in this Form 4 filing?

No, the Form 4 footnotes state that no shares were sold. Instead, HNI withheld shares upon RSU vesting on February 14 and 15, 2026 to satisfy tax liabilities, which is a common administrative method of paying taxes on equity awards.

How many HNI shares does Rao own after these tax withholdings?

After the reported tax-withholding dispositions, Rao directly owns 17,604.6602 HNI common shares. He also has an additional 2,539.431 shares held indirectly through a Profit-Sharing Retirement Plan, as disclosed in the Form 4’s ownership detail section.

What does transaction code F mean in HNI’s Form 4 for Rao?

Transaction code F on the Form 4 indicates payment of an exercise price or tax liability by delivering securities. In Rao’s case, it reflects HNI withholding common shares that resulted from restricted stock units vesting, specifically to cover associated tax obligations on those equity awards.

How is Rao’s indirect ownership in HNI stock structured?

Rao’s indirect ownership is through a Profit-Sharing Retirement Plan, which holds 2,539.431 HNI common shares on his behalf. The filing classifies this as indirect ownership, separate from his directly held 17,604.6602 shares, providing clarity on how his total stake is structured.