HNI (NYSE: HNI) CFO receives 10,299-share restricted stock grant

Rhea-AI Filing Summary

HNI CORP executive Vincent P. Berger reported an equity award of 10,299 shares of Common Stock-equivalent Restricted Stock Units. The grant was made at a price of $0.00 per share under the company’s 2017 Stock-Based Compensation Plan.

The Restricted Stock Units convert into Common Stock in three equal annual installments starting on the first anniversary of the grant date, contingent on Berger’s continued service on each vesting date. Following the award, he directly holds 94,299.492 Common Stock shares and indirectly holds 2,188.771 shares through a Profit-Sharing Retirement Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Berger Vincent P

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,299	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 94,299.492 shares (Direct); Common Stock — 2,188.771 shares (Indirect, Profit-Sharing Retirement Plan)

Footnotes (1)

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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^*

Berger Vincent P

(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)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		A		10,299(1)	A	$0	94,299.492	D
Common Stock								2,188.771	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 underlying Restricted Stock Units granted under the Issuer's 2017 Stock-Based Compensation Plan convertible to such Common Stock subject to vesting in three equal annual installments commencing on the first anniversary of the grant date, subject to the reporting person's continued service on each applicable vesting date.

Remarks:

	/s/ Steven M. Bradford; by Power of Attorney	02/20/2026
	** 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.

FAQ

What did HNI (HNI) executive Vincent P. Berger report on this Form 4?

Vincent P. Berger reported an acquisition of 10,299 Restricted Stock Units tied to HNI Common Stock. These units were granted at $0.00 per share as equity compensation under HNI’s 2017 Stock-Based Compensation Plan, reflecting non-cash compensation rather than an open-market stock purchase.

How do Vincent P. Berger’s new HNI Restricted Stock Units vest?

The 10,299 Restricted Stock Units vest in three equal annual installments starting on the first anniversary of the grant date. Each installment is contingent on Berger’s continued service with HNI on the applicable vesting date, aligning his compensation with longer-term employment and company performance.

How many HNI shares does Vincent P. Berger hold after this award?

After the award, Berger directly holds 94,299.492 shares of HNI Common Stock. In addition, he indirectly holds 2,188.771 shares through a Profit-Sharing Retirement Plan, as reported on the Form 4. These figures reflect his post-transaction ownership positions.

Was there any cash paid for the HNI shares reported in this Form 4?

No cash changed hands for this transaction; the 10,299 units were granted at $0.00 per share. The filing shows these were equity awards under HNI’s 2017 Stock-Based Compensation Plan, representing compensation rather than a purchase in the open market.

What plan governs the Restricted Stock Units granted to HNI’s CFO?

The Restricted Stock Units granted to Berger are issued under HNI’s 2017 Stock-Based Compensation Plan. The footnote explains they represent HNI Common Stock subject to conversion and vesting conditions, including three equal annual installments and continued service requirements on each vesting date.

Are all of Vincent P. Berger’s reported HNI holdings directly owned?

No, his holdings are split between direct and indirect ownership. He directly holds 94,299.492 shares of HNI Common Stock and indirectly holds 2,188.771 shares through a Profit-Sharing Retirement Plan, as disclosed in the Form 4’s ownership detail fields.