HNI (HNI) executive has shares withheld to cover RSU tax bill

Rhea-AI Filing Summary

HNI CORP President, Hearth & Home Tech Brian Scott Smith reported routine equity activity related to restricted stock units. On February 14 and 15, 2026, a total of 980 common shares were withheld by the company at about $50.03 per share to cover tax obligations upon RSU vesting, and the footnotes state that no shares were sold. After these tax-withholding dispositions, he directly owned 11,610.7563 common shares and indirectly held 1,617.573 shares through a Profit-Sharing Retirement Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Smith Brian Scott

Role President, Hearth & Home Tech

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	555	$50.03	$28K
Tax Withholding	Common Stock	425	$50.03	$21K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 11,610.756 shares (Direct); Common Stock — 1,617.573 shares (Indirect, Profit-Sharing Retirement Plan)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
02/14/2026

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		425(1)	D	$50.03	12,165.7563	D
Common Stock	02/15/2026		F		555(2)	D	$50.03	11,610.7563	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

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 Brian S. Smith	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.
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) executive Brian Scott Smith report?

Brian Scott Smith reported two tax-withholding dispositions tied to restricted stock units. On February 14 and 15, 2026, HNI withheld 425 and 555 common shares, respectively, to satisfy tax liabilities upon vesting, with footnotes clarifying that no shares were actually sold.

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

No open-market sales occurred. The Form 4 shows shares withheld by HNI to cover taxes when restricted stock units vested on February 14 and 15, 2026, and the footnotes explicitly state that no shares were sold in these transactions.

How many HNI (HNI) shares were withheld for taxes from Brian Scott Smith?

A total of 980 HNI common shares were withheld for taxes. The filing shows 425 shares withheld on February 14, 2026, and 555 shares on February 15, 2026, at a price of $50.03 per share in connection with restricted stock unit vesting.

What is Brian Scott Smith’s HNI (HNI) share ownership after these transactions?

After the tax-withholding dispositions, Brian Scott Smith directly owned 11,610.7563 HNI common shares. He also indirectly held 1,617.573 shares through a Profit-Sharing Retirement Plan, reflecting both his direct and retirement-plan-related ownership positions as of the reported dates.

What does transaction code F mean in the HNI (HNI) Form 4 filing?

Transaction code F indicates shares used to pay an exercise price or tax liability. In this case, HNI withheld common shares when restricted stock units vested on February 14 and 15, 2026, to satisfy taxes, and the footnotes confirm no shares were sold.

How are indirect HNI (HNI) holdings reported for Brian Scott Smith?

Indirect holdings are reported separately as shares held through another vehicle. The Form 4 shows 1,617.573 HNI common shares held indirectly for Brian Scott Smith via a Profit-Sharing Retirement Plan, distinct from his directly owned 11,610.7563 shares after the reported transactions.