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HNI (HNI) CEO logs major stock award vesting and tax withholding in Form 4

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

Rhea-AI Filing Summary

HNI CORP President & CEO Jeffrey D. Lorenger reported equity award activity and related tax withholding in company stock. He acquired 112,952 shares of Common Stock on a grant/award basis at $0.0000 per share, linked to Performance Stock Units granted under HNI’s 2017 Stock-Based Compensation Plan on February 15, 2023.

To cover taxes upon vesting of these Performance Stock Units on February 25, 2026, 48,739 shares of Common Stock were withheld by HNI at $50.1400 per share; the footnote clarifies that no shares were sold. After these transactions, Lorenger directly held 244,497 shares of Common Stock, with additional indirect holdings of 217,054.462 shares by trust and 7,674.193 shares in a profit sharing retirement plan.

Positive

  • None.

Negative

  • None.

Insights

Routine stock award vesting with tax withholding; no open‑market trades reported.

The disclosure shows HNI CORP President & CEO Jeffrey D. Lorenger receiving 112,952 Common Stock shares from vesting Performance Stock Units granted under the 2017 Stock-Based Compensation Plan. This is non-cash compensation, recorded at a per-share price of $0.0000 for the award.

To satisfy tax obligations on vesting, 48,739 shares were withheld at $50.1400 per share. A footnote explicitly states that no shares were sold, distinguishing this from discretionary selling in the market. Following the transactions, Lorenger’s reported ownership consists of 244,497 directly held shares, plus indirect interests via a trust and a profit sharing retirement plan.

Overall, this appears to be routine executive equity compensation administration rather than a directional bet on HNI’s stock. The net impact for investors is primarily governance and dilution awareness, with the economic effect depending on the company’s broader equity grant and share repurchase policies disclosed elsewhere.

Insider Lorenger Jeffrey D
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock 112,952 $0.00 --
Tax Withholding Common Stock 48,739 $50.14 $2.44M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 293,236 shares (Direct); Common Stock — 217,054.462 shares (Indirect, By Trust)
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*
Lorenger Jeffrey D
(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
X Officer (give title below) Other (specify below)
President & CEO
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 112,952(1) A $0 293,236 D
Common Stock 02/25/2026 F 48,739(2) D $50.14 244,497 D
Common Stock 217,054.462 I By Trust
Common Stock 7,674.193 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 did HNI (HNI) CEO Jeffrey D. Lorenger report in this Form 4 filing?

Jeffrey D. Lorenger reported vesting-related equity activity, acquiring 112,952 HNI Common Stock shares from Performance Stock Units and having 48,739 shares withheld to cover taxes. The filing reflects routine stock-based compensation rather than open-market share purchases or sales.

Were any HNI (HNI) shares sold by the CEO in this Form 4?

No, the filing states that no shares were sold. Instead, 48,739 HNI Common Stock shares were withheld by the company to cover taxes upon vesting of Performance Stock Units on February 25, 2026, which is treated as a tax-withholding disposition.

How many HNI (HNI) shares did the CEO acquire through awards in this transaction?

The CEO acquired 112,952 shares of HNI Common Stock through a grant or award. These shares relate to Performance Stock Units granted under HNI’s 2017 Stock-Based Compensation Plan, originally awarded on February 15, 2023, and vesting on February 25, 2026.

What is Jeffrey D. Lorenger’s direct ownership in HNI (HNI) after these transactions?

After the reported transactions, Jeffrey D. Lorenger directly holds 244,497 shares of HNI Common Stock. This figure reflects the award of 112,952 shares and the withholding of 48,739 shares to satisfy tax obligations associated with vesting Performance Stock Units.

Does the HNI (HNI) CEO have additional indirect share holdings reported in this Form 4?

Yes. The filing reports 217,054.462 HNI Common Stock shares held indirectly by a trust and 7,674.193 shares held through a profit sharing retirement plan. These positions are disclosed as indirect ownership interests separate from the CEO’s directly held shares.

What do the tax-withholding shares in the HNI (HNI) Form 4 represent?

The 48,739 withheld shares represent stock retained by HNI to pay taxes due when Performance Stock Units vested on February 25, 2026. This is described as covering tax liability, and the accompanying footnote clarifies that no open-market stock sales occurred.