HNI Corp director receives 58 shares via Steelcase merger terms

HNI Corp reported that one of its directors acquired company stock in connection with the closing of the Steelcase merger.

Rhea-AI Filing Summary

HNI Corp reported that one of its directors acquired company stock in connection with the closing of the Steelcase merger. On 12/10/2025, the reporting person received 58 shares of HNI common stock, which are now held directly. These shares were issued under an Agreement and Plan of Merger dated August 3, 2025, among HNI, Steelcase Inc. and merger subsidiaries.

Each share of Steelcase common stock held by the director was converted into $7.20 in cash plus 0.2192 HNI common shares, reflecting a mixed cash-and-stock election under the merger terms. This filing is a Form 4 disclosure of that equity received as part of the merger consideration.

Insider Trade Summary

Grant/Award: 58 shares

Grant/Award 1 txn

Insider Brown Timothy C. E.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	58	$0.00	$0.00

Holdings After Transaction: Common Stock — 58 shares (Direct)

Footnotes (1)

1. F1. Represents shares of the issuer received in connection with the conversion set forth in that certain Agreement and Plan of Merger (the "Merger Agreement'), dated August 3, 2025, by and among the issuer, Steelcase Inc., a Michigan corporation ("Steelcase"), Geranium Merger Sub I, Inc., a Michigan corporation and wholly owned subsidiary of the issuer and Geranium Merger Sub II, LLC, a Michigan limited liability company and direct wholly owned subsidiary of the issuer, pursuant to which each share of Steelcase common stock held by the reporting person were converted into $7.20 in cash and 0.2192 shares of the issuer's common stock in accordance with a mixed election to receive a combination of cash and stock consideration pursuant to the terms of the Merger Agreement.

FAQ

What insider transaction did HNI (HNI) disclose in this Form 4?

The filing shows that a director of HNI Corp acquired 58 shares of HNI common stock on 12/10/2025, held directly after the transaction.

Why did the HNI (HNI) director receive 58 shares of common stock?

The 58 shares were received as part of the merger consideration under the Agreement and Plan of Merger involving HNI and Steelcase Inc., converting the director’s Steelcase shares into cash and HNI stock.

What were the merger terms between HNI and Steelcase affecting this insider?

For each share of Steelcase common stock held, the director received $7.20 in cash and 0.2192 shares of HNI common stock, reflecting a mixed cash-and-stock election under the merger agreement dated August 3, 2025.

What is the reporting person’s relationship to HNI (HNI)?

The reporting person is disclosed as a Director of HNI Corp, filing individually on this Form 4.

Is this HNI (HNI) Form 4 transaction a purchase on the open market?

No. The 58 HNI shares were received in connection with the Steelcase merger as consideration for Steelcase shares, not as an open-market purchase.

How many HNI (HNI) shares does the director own after this reported transaction?

Following the transaction, the director beneficially owns 58 shares of HNI common stock, held in direct ownership.

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Accepted by SEC EDGAR 12/10/2025 - 03:01 PM Learn about SEC filing dates

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^*

Brown Timothy C. E.

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		A		58(1)	A	(1)	58	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. Represents shares of the issuer received in connection with the conversion set forth in that certain Agreement and Plan of Merger (the "Merger Agreement'), dated August 3, 2025, by and among the issuer, Steelcase Inc., a Michigan corporation ("Steelcase"), Geranium Merger Sub I, Inc., a Michigan corporation and wholly owned subsidiary of the issuer and Geranium Merger Sub II, LLC, a Michigan limited liability company and direct wholly owned subsidiary of the issuer, pursuant to which each share of Steelcase common stock held by the reporting person were converted into $7.20 in cash and 0.2192 shares of the issuer's common stock in accordance with a mixed election to receive a combination of cash and stock consideration pursuant to the terms of the Merger Agreement.

Remarks:

	/s/ Steven M. Bradford, By Power of Attorney	12/10/2025
	** 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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