HNI Corp (HNI) withholds executive shares to cover RSU tax

Rhea-AI Filing Summary

HNI CORP executive Jason Dean Hagedorn reported share dispositions tied to restricted stock unit vesting, not open-market sales. On February 14, 2026, 813 common shares at $50.03 each were withheld to cover taxes, leaving 36,543.408 directly owned shares.

On February 15, 2026, an additional 971 shares at $50.03 were withheld for tax obligations, reducing his direct holdings to 35,572.408 shares. Footnotes state that in both cases shares were withheld by the issuer to satisfy tax liabilities and that no shares were sold. He also has 1,286.777 shares held indirectly through a Profit-Sharing Retirement Plan.

Insider Trade Summary

Net Seller: 1,784 shares

Net Sell 3 txns

Insider Hagedorn Jason Dean

Role Pres, Workplace Furnishings

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	971	$50.03	$49K
Exercise Price or Tax Liability	Common Stock	813	$50.03	$41K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 35,572.408 shares (Direct); Common Stock — 1,286.777 shares (Indirect, Profit-Sharing Retirement Plan)

Footnotes (2)

1. F1. 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. F2. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/18/2026 - 03:27 PM Learn about SEC filing dates

FAQ

What did HNI (HNI) executive Jason Dean Hagedorn report in this Form 4?

Hagedorn reported share dispositions related to tax withholding on vested restricted stock units, not market sales. On February 14 and 15, 2026, HNI withheld shares at $50.03 per share to cover taxes when his restricted stock units vested.

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

No, no HNI shares were sold on the open market. Footnotes explain that the company withheld shares solely to cover tax liabilities upon RSU vesting on February 14 and 15, 2026, a common administrative step for equity compensation.

How many HNI (HNI) shares were withheld to cover taxes for Hagedorn?

HNI withheld 813 shares on February 14, 2026, and 971 shares on February 15, 2026, both at $50.03 per share. These amounts were used to satisfy tax obligations triggered by restricted stock unit vesting.

What are Jason Dean Hagedorn’s HNI (HNI) direct share holdings after these transactions?

After the tax-withholding dispositions, Hagedorn directly owns 35,572.408 HNI common shares. This figure reflects the net position following the 813 and 971 shares withheld by the issuer to meet his RSU-related tax liabilities.

Does Hagedorn have any indirect ownership of HNI (HNI) shares?

Yes, Hagedorn also has 1,286.777 HNI shares held indirectly through a Profit-Sharing Retirement Plan. This indirect position is separate from his directly owned 35,572.408 shares reported after the tax-withholding transactions.

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

Transaction code F indicates payment of tax liability by delivering securities. In this case, HNI withheld shares from Hagedorn’s RSU vesting to cover taxes, as confirmed by the footnotes stating that no shares were sold.

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^*

Hagedorn Jason Dean

(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)
	Pres, Workplace Furnishings

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		813(1)	D	$50.03	36,543.408	D
Common Stock	02/15/2026		F		971(2)	D	$50.03	35,572.408	D
Common Stock								1,286.777	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; by Power of Attorney	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.