[Form 4] HNI Corporation Insider Trading Activity

Rhea-AI Filing Summary

Robert David Martin, a director of HNI Corp (HNI), reported an acquisition of 235 shares of HNI common stock on 08/12/2025. The shares were issued under the company’s 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees totaling $10,483.35, at an effective price of $44.61 per share. After this transaction, Mr. Martin beneficially owns 6,222 shares in a direct capacity. The Form 4 was signed on behalf of the reporting person by power of attorney and dated 08/14/2025.

Positive

• Director alignment: Director elected to receive compensation in company stock, increasing his direct ownership to 6,222 shares.
• Timely disclosure: Transaction reported on Form 4 and signed by power of attorney dated 08/14/2025.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received director compensation in stock; transaction size is small relative to typical market-moving events.

This Form 4 documents a non-cash, routine issuance of 235 shares as director compensation under the 2017 non-employee director plan, priced at $44.61 and replacing a quarterly cash retainer of $10,483.35. Such share-based compensation is common and typically neutral for near-term equity valuation. The post-transaction direct holding of 6,222 shares provides limited incremental alignment with shareholders but is not a material ownership shift.

Corporate Governance Expert

TL;DR: A standard director equity election was executed; filing meets Section 16 reporting requirements.

The report indicates adherence to the company’s director compensation plan and timely disclosure via Form 4, with execution noted by power of attorney. The nature of the transaction—shares issued in lieu of cash retainer—is a routine governance practice to conserve cash and align directors with shareholder interests. There are no red flags in the filing text regarding impropriety or unusual timing.

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^*

ROBERTS DAVID MARTIN

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		A		235(1)	A	$44.61	6,222	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 acquired under the Corporation's 2017 Plan for Non-Employee Directors in lieu of quarterly board retainer fees of $10,483.35.

Remarks:

	/s/ Steven M. Bradford; by Power of Attorney	08/14/2025
	** 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 transaction did HNI director Robert David Martin report on Form 4?

He reported the acquisition of 235 shares of HNI common stock on 08/12/2025, issued in lieu of quarterly cash retainer fees.

At what price were the 235 shares recorded on the Form 4 for HNI (HNI)?

The shares were recorded at a price of $44.61 per share.

How much cash compensation was converted into stock for Robert David Martin?

The issuance replaced a quarterly board retainer of $10,483.35 under the 2017 Plan for Non-Employee Directors.

How many HNI shares does Robert David Martin own after the reported transaction?

Following the transaction he beneficially owns 6,222 shares in a direct capacity.

When was the Form 4 filed or signed for this HNI disclosure?

The signature on the Form 4 was dated 08/14/2025 and the transaction date was 08/12/2025.