HNI CCO has shares withheld for RSU taxes

HNI CORP executive Michael J. Roch, Chief Commercial Officer for Workplace & Health at Kimball International, reported two tax-withholding dispositions of common stock related to restricted stock units.

Accepted by SEC EDGAR 02/18/2026 - 03:32 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

HNI CORP executive Michael J. Roch, Chief Commercial Officer for Workplace & Health at Kimball International, reported two tax-withholding dispositions of common stock related to restricted stock units. On February 14, 2026, the issuer withheld 279 shares to cover taxes. On February 15, 2026, the issuer withheld another 978 shares for the same purpose. Footnotes state that no shares were sold; the shares were retained by the company to satisfy tax liabilities upon RSU vesting. After these transactions, Roch directly owned 17,774 shares of HNI common stock, including 206 dividend shares that had accrued on his unvested RSUs.

Insider Trade Summary

Exercise Price or Tax Liability: 1,257 shares

Exercise Price or Tax Liability 2 txns

Insider Roch Michael J.

Role CCO, WP & Health, Kimball Intl

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	978	$50.03	$49K
Exercise Price or Tax Liability	Common Stock	279	$50.03	$14K

Holdings After Transaction: Common Stock — 17,774 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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.
3. F3. The total in column 5 includes dividends of 206 shares that accrued on the reporting person's unvested restricted stock units.

FAQ

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

What insider activity did HNI (HNI) report for Michael J. Roch?

HNI reported that executive Michael J. Roch had common shares withheld by the company to cover taxes on vesting restricted stock units. These were tax-withholding dispositions, and footnotes clarify that no shares were actually sold into the market.

How many HNI (HNI) shares were withheld for Michael J. Roch’s taxes?

HNI withheld 279 common shares on February 14, 2026 and 978 shares on February 15, 2026 to satisfy tax obligations on vesting RSUs for Michael J. Roch, according to the Form 4 and accompanying footnotes.

Were any HNI (HNI) shares sold on the open market in this Form 4?

No open-market sales occurred. Footnotes state the shares were withheld by HNI to cover tax liabilities when restricted stock units vested, and explicitly note that no shares were sold, indicating this was a non-market tax-withholding event.

How many HNI (HNI) shares does Michael J. Roch own after these transactions?

After the February 15, 2026 tax-withholding disposition, Michael J. Roch directly owned 17,774 shares of HNI common stock. This total includes 206 dividend shares that accrued on his unvested restricted stock units, as specified in the filing footnotes.

What do the Form 4 tax-withholding dispositions mean for HNI (HNI) investors?

The dispositions reflect routine tax withholding when restricted stock units vest, rather than discretionary buying or selling by the executive. Such events are common in equity compensation plans and do not represent open-market trades in HNI shares by Michael J. Roch.

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

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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^*

Roch Michael J.

(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)
	CCO, WP & Health, Kimball Intl

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		279(1)	D	$50.03	18,546	D
Common Stock	02/15/2026		F		978(2)	D	$50.03	17,774(3)	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 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.

3. The total in column 5 includes dividends of 206 shares that accrued on the reporting person's unvested restricted stock units.

Remarks:

	/s/ Steven M. Bradford as attorney-in-fact for Michael J. Roch	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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