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HNI (HNI) exec awarded shares, with portion withheld to cover taxes

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

Rhea-AI Filing Summary

HNI CORP Chief Info and Digital Officer Radhakrishna S. Rao reported equity compensation activity in company common stock. He received a grant of 6,942 shares at no cost tied to performance stock units under HNI's 2017 stock-based compensation plan. On the same date, 2,937 shares were disposed of at $50.14 per share, with the footnotes explaining these shares were withheld by HNI to cover taxes upon vesting and that no shares were sold in the market. Following these transactions, he directly held 26,038.6602 shares, with an additional 2,539.4310 shares held indirectly through a Profit-Sharing Retirement Plan.

Positive

  • None.

Negative

  • None.
Insider Rao Radhakrishna S
Role Chief Info and Digital Officer
Type Security Shares Price Value
Grant/Award Common Stock 6,942 $0.00 --
Tax Withholding Common Stock 2,937 $50.14 $147K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 28,975.66 shares (Direct); Common Stock — 2,539.431 shares (Indirect, Profit-Sharing Retirement Plan)
Footnotes (1)
  1. Reflects shares of Common Stock of Issuer with respect to Performance Stock Units granted under Issuer's 2017 Stock-Based Compensation Plan on February 15, 2023. These shares were withheld by Issuer to cover taxes upon vesting of Performance Stock Units that vested on February 25, 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*
Rao Radhakrishna S
(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)
Chief Info and Digital Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026
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 02/25/2026 A 6,942(1) A $0 28,975.6602 D
Common Stock 02/25/2026 F 2,937(2) D $50.14 26,038.6602 D
Common Stock 2,539.431 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. Reflects shares of Common Stock of Issuer with respect to Performance Stock Units granted under Issuer's 2017 Stock-Based Compensation Plan on February 15, 2023.
2. These shares were withheld by Issuer to cover taxes upon vesting of Performance Stock Units that vested on February 25, 2026. No shares were sold.
Remarks:
/s/ Steven M. Bradford; by Power of Attorney 02/27/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did HNI (HNI) report for Radhakrishna S. Rao?

HNI reported that Chief Info and Digital Officer Radhakrishna S. Rao received 6,942 shares of common stock as an equity award. On the same date, 2,937 shares were withheld by HNI to cover tax obligations upon vesting of performance stock units, with no market sale executed.

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

No open market sale occurred. The Form 4 states that 2,937 shares were withheld by HNI to satisfy tax obligations upon vesting of performance stock units. The footnote clearly notes that these shares covered taxes and that no shares were sold in the market.

How many HNI (HNI) shares does Radhakrishna S. Rao hold after these transactions?

After the transactions, Radhakrishna S. Rao directly holds 26,038.6602 shares of HNI common stock. He also has 2,539.4310 shares held indirectly through a Profit-Sharing Retirement Plan, reflecting both direct ownership and retirement-plan-linked indirect ownership positions disclosed in the filing.

What is the nature of the HNI (HNI) share grant reported for Radhakrishna S. Rao?

The grant reflects common stock underlying performance stock units awarded under HNI’s 2017 Stock-Based Compensation Plan. The footnotes specify these units were originally granted on February 15, 2023, with the Form 4 showing shares delivered upon vesting and related tax withholding.

How were taxes handled on the vested HNI (HNI) performance stock units?

To cover taxes on vested performance stock units, 2,937 HNI shares were withheld by the company at $50.14 per share. The disclosure states this withholding satisfied tax liabilities upon vesting and emphasizes that no shares were sold into the market as part of this process.