HNI CFO reports tax share withholdings on RSUs

HNI CORP executive Vincent P. Berger reported tax-related share withholdings rather than open-market sales.

Accepted by SEC EDGAR 02/18/2026 - 03:24 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

HNI CORP executive Vincent P. Berger reported tax-related share withholdings rather than open-market sales. On February 14 and 15, 2026, a total of 1,391 and 1,672 shares of common stock, respectively, were withheld by the company at $50.03 per share to cover taxes due on vesting restricted stock units. Footnotes clarify that no shares were sold in the market. After these non-market dispositions, Berger directly holds 84,000.492 common shares, in addition to 2,188.771 shares held indirectly through a Profit-Sharing Retirement Plan.

Insider Trade Summary

Exercise Price or Tax Liability: 3,063 shares

Exercise Price or Tax Liability 2 txns

Insider Berger Vincent P

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,672	$50.03	$84K
Exercise Price or Tax Liability	Common Stock	1,391	$50.03	$70K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 84,000.492 shares (Direct); Common Stock — 2,188.771 shares (Indirect, Profit-Sharing Retirement Plan)

Holdings Before and After: Common Stock, 87,063.492 to 84,000.492 shares (Direct)

Footnotes (2)

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.

FAQ

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

What insider transaction did HNI (HNI) CFO Vincent P. Berger report?

Vincent P. Berger reported share withholdings to cover tax obligations on vested restricted stock units. The company withheld 1,391 and 1,672 HNI common shares on consecutive days, using them to satisfy tax liabilities instead of selling shares in the open market.

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

No open-market sales occurred in this Form 4. Footnotes state the shares were withheld by HNI to cover taxes upon vesting of restricted stock units on February 14 and 15, 2026, specifically noting that no shares were sold into the market.

How many HNI CORP shares were withheld for taxes from the CFO’s RSUs?

HNI withheld 1,391 shares on February 14, 2026, and 1,672 shares on February 15, 2026. These common shares were used to satisfy tax liabilities triggered by the vesting of restricted stock units, rather than being sold as discretionary transactions.

What is Vincent P. Berger’s direct HNI CORP shareholding after these transactions?

After the tax-withholding dispositions, Vincent P. Berger directly holds 84,000.492 HNI CORP common shares. This figure reflects his remaining direct ownership following the company’s withholding of shares to cover RSU-related tax obligations on February 14 and 15, 2026.

Does the HNI (HNI) CFO hold additional shares indirectly after this Form 4?

Yes. In addition to his direct holdings, Vincent P. Berger has 2,188.771 HNI common shares held indirectly through a Profit-Sharing Retirement Plan. This indirect position is reported separately from his directly owned shares in the Form 4 filing.

What does transaction code F mean in this HNI Form 4 filing?

Transaction code F indicates shares used to pay an exercise price or tax liability. Here, it shows HNI withheld common shares at $50.03 per share to cover taxes on vested restricted stock units, with footnotes confirming these were not regular market sales.

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^*

Berger Vincent P

(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)
	EVP & Chief Financial 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		1,391(1)	D	$50.03	85,672.492	D
Common Stock	02/15/2026		F		1,672(2)	D	$50.03	84,000.492	D
Common Stock								2,188.771	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.
* 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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