HNI Corp (HNI) COO reports RSU tax-withholding share disposals

Rhea-AI Filing Summary

HNI Corp executive Kourtney L. Smith reported two tax-related share dispositions tied to restricted stock units. On February 14, 2026, 333 common shares were withheld by the company to cover taxes, and on February 15, 2026, a further 1,409 shares were withheld. Footnotes state these were tax withholdings upon vesting of restricted stock units and that no shares were sold in the market.

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^*

SMITH KOURTNEY L

(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)
	COO, Kimball International

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		333(1)	D	$50.03	36,947	D
Common Stock	02/15/2026		F		1,409(2)	D	$50.03	35,856(3)	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. 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.

3. The total in column 5 includes dividends of 318 shares that accrued on the reporting person's unvested restricted stock units.

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).
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FAQ

What insider transactions did HNI (HNI) report for Kourtney L. Smith?

HNI reported that executive Kourtney L. Smith had common shares withheld to cover taxes on vested restricted stock units. On February 14, 2026, 333 shares were withheld, and on February 15, 2026, 1,409 shares were withheld by the company.

Were any HNI (HNI) shares sold by Kourtney L. Smith in this Form 4?

No open-market sales occurred. The filing explains that the reported transactions reflect shares withheld by HNI Corp to cover taxes upon vesting of restricted stock units on February 14 and 15, 2026, and explicitly notes that no shares were sold.

What is the nature of the Form 4 transactions reported for HNI (HNI)?

The transactions are coded as “F,” indicating payment of tax liability by delivering securities. They represent tax-withholding dispositions of common stock related to restricted stock unit vesting, rather than discretionary purchases or sales by the executive in the open market.

How many HNI (HNI) shares were withheld for taxes in the latest Form 4?

A total of 1,742 common shares were withheld across two dates: 333 shares on February 14, 2026, and 1,409 shares on February 15, 2026. These withholdings were to satisfy tax obligations from restricted stock unit vesting.

What additional detail is provided about Kourtney L. Smith’s HNI (HNI) holdings?

The filing notes that the total shares reported as owned include 318 shares that accrued as dividends on unvested restricted stock units. This clarifies that part of the reported holdings arises from dividend accruals tied to equity awards rather than separate market transactions.