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Board member at HNI (NYSE: HNI) awarded stock instead of cash fees

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HNI Corporation director David Martin Roberts reported stock-based compensation rather than open-market trading. On May 19, 2026, he acquired 427 shares of common stock at $29.25 per share, granted under HNI Corporation's 2017 Equity Plan for Non-Employee Directors. On the same date, he also acquired 4,786 common shares under the corporation's 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $12,500. Both transactions are classified as grants or awards, not discretionary market purchases or sales.

Positive

  • None.

Negative

  • None.
Insider ROBERTS DAVID MARTIN
Role null
Type Security Shares Price Value
Grant/Award Common Stock 4,786 $0.00 --
Grant/Award Common Stock 427 $29.25 $12K
Holdings After Transaction: Common Stock — 11,480 shares (Direct, null)
Footnotes (1)
  1. These shares were granted to the reporting person under HNI Corporation's 2017 Equity Plan for Non-Employee Directors. These shares were acquired under the Corporation's 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $12,500.
Director stock grant 427 shares at $29.25 Common stock grant under 2017 Equity Plan for Non-Employee Directors on May 19, 2026
Shares in lieu of fees 4,786 shares Common shares acquired under 2017 Plan for Non-Employee Directors in lieu of $12,500 quarterly board retainer
Board retainer amount $12,500 Quarterly board retainer fees replaced with stock under 2017 Plan for Non-Employee Directors
Post-transaction holding example 11,907 shares Total HNI common shares shown as owned directly following one reported acquisition
2017 Equity Plan for Non-Employee Directors financial
"These shares were granted to the reporting person under HNI Corporation's 2017 Equity Plan for Non-Employee Directors."
2017 Plan for Non-Employee Directors financial
"These shares were acquired under the Corporation's 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $12,500."
quarterly board retainer fees financial
"in lieu of quarterly board retainer fees of $12,500."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
ROBERTS DAVID MARTIN
(Last)(First)(Middle)
600 EAST SECOND STREET
(Street)
MUSCATINE IOWA 52761
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HNI CORP [ HNI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026A4,786(1)A$011,480D
Common Stock05/19/2026A427(2)A$29.2511,907D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares were granted to the reporting person under HNI Corporation's 2017 Equity Plan for Non-Employee Directors.
2. These shares were acquired under the Corporation's 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $12,500.
Remarks:
/s/ Steven M. Bradford; by Power of Attorney05/21/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HNI (HNI) director David Martin Roberts report?

HNI director David Martin Roberts reported receiving company stock as compensation, not trading in the open market. He acquired shares through equity plans for non-employee directors, including stock granted and additional shares taken instead of cash board fees.

How many HNI (HNI) shares did David Martin Roberts acquire on May 19, 2026?

On May 19, 2026, David Martin Roberts acquired 427 HNI common shares via a grant and 4,786 additional shares in lieu of his quarterly board retainer fees. Both entries are recorded as non-derivative acquisitions under HNI’s director equity compensation plans.

Were David Martin Roberts’ HNI (HNI) transactions open-market buys or sells?

The reported HNI transactions were not open-market buys or sells. They are coded as awards or other acquisitions under the company’s equity plans, reflecting stock-based compensation for a non-employee director rather than discretionary trading activity in HNI shares.

What price was used for David Martin Roberts’ HNI (HNI) stock grant?

For one grant, 427 HNI common shares were valued at $29.25 per share under the 2017 Equity Plan for Non-Employee Directors. A separate 4,786-share issuance linked to the $12,500 quarterly retainer showed a zero transaction price, reflecting stock issued instead of cash fees.

Why did HNI (HNI) issue 4,786 shares to David Martin Roberts at zero price?

HNI issued 4,786 common shares to David Martin Roberts at a recorded price of $0.00 because they were delivered under the 2017 Plan for Non-Employee Directors in lieu of $12,500 in quarterly board retainer fees, substituting stock compensation for cash payment.