Equity award and tax withholding reported by HNI (HNI) executive Roch

Rhea-AI Filing Summary

HNI CORP executive Michael J. Roch reported equity compensation activity involving the company’s common stock. He received a grant or award of 5,392 shares at $0.0000 per share, increasing his direct holdings to 25,429 shares immediately after that acquisition.

On the same date, 1,661 shares were disposed of at $50.1400 per share to satisfy tax withholding obligations related to previously granted performance stock units that vested on February 25, 2026. The footnotes clarify these shares were withheld by the issuer and that no shares were sold on the open market, leaving him with 23,768 directly owned shares following the tax-withholding disposition.

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

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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^*

Roch Michael J.

(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)
	CCO, WP & Health, Kimball Intl

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		5,392(1)	A	$0	25,429	D
Common Stock	02/25/2026		F		1,661(2)	D	$50.14	23,768	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. 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 as attorney-in-fact for Michael J. Roch	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).
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FAQ

What insider transactions did HNI (HNI) executive Michael J. Roch report?

Michael J. Roch reported one equity award and one tax-withholding disposition. He received 5,392 HNI common shares as a grant and had 1,661 shares withheld by the issuer to cover taxes on vested performance stock units.

Did the HNI (HNI) insider sell any shares in this Form 4 filing?

No, the filing states that no shares were sold. Instead, 1,661 shares of HNI common stock were withheld by the issuer to cover taxes when performance stock units vested on February 25, 2026, a non-market tax-withholding disposition.

How did Michael J. Roch’s HNI (HNI) share ownership change after these transactions?

After the 5,392-share award, Roch held 25,429 HNI common shares directly. Following the 1,661-share tax-withholding disposition, his directly owned balance became 23,768 shares, reflecting routine equity compensation and related tax-settlement mechanics.

What type of equity award did HNI (HNI) grant in this Form 4?

The Form 4 reflects shares associated with performance stock units granted under HNI’s 2017 Stock-Based Compensation Plan on February 15, 2023. The 5,392 shares reported were acquired as a grant or award at a stated price of $0.0000 per share.

Why were HNI (HNI) shares withheld at $50.1400 in the insider transaction?

Shares were withheld at $50.1400 per share to cover taxes upon vesting of performance stock units on February 25, 2026. This tax-withholding disposition involves delivering shares back to the issuer for tax obligations, rather than selling shares on the open market.