Hooker Furnishings cancels excess CEO share awards

Rhea-AI Filing Summary

HOOKER FURNISHINGS Corp (HOFT) reports that its Compensation Committee determined certain prior equity awards to Chief Executive Officer and Director Jeremy R. Hoff exceeded the per-participant share limit in the company’s 2024 Amendment and Restatement of the Stock Incentive Plan. The plan caps equity awards to any individual in a fiscal year at 75,000 shares.

For fiscal 2026 awards granted on February 20, 2025 and fiscal 2027 awards granted on April 13, 2026, a total of 46,149 excess shares and 31,968 excess shares, respectively, were identified and have been rescinded and cancelled from Mr. Hoff’s performance-based restricted stock unit awards. Related grant agreements were amended and additional control procedures were adopted, and the company states these actions do not relate to the performance of Mr. Hoff or the company.

Filing Explained

The filing clarifies the cancellation mechanics: for 2026, 40,383 shares were removed from TSR PSUs and 5,766 from EPS PSUs; for 2027, all 31,968 excess shares were removed from TSR PSUs, with the related grant agreements amended, reducing the awards’ potential share count.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual Plan Limit: 75,000 shares Fiscal 2026 time-based RSUs: 40,383 units Fiscal 2026 EPS and TSR PSUs maximum payout: 40,383 shares each +5 more

8 metrics

Annual Plan Limit 75,000 shares Maximum number of shares subject to equity awards per participant in any fiscal year under the Stock Incentive Plan

Fiscal 2026 time-based RSUs 40,383 units Time-based restricted stock units granted to CEO for fiscal 2026 on February 20, 2025

Fiscal 2026 EPS and TSR PSUs maximum payout 40,383 shares each Maximum number of shares for each type of performance-based RSUs granted for fiscal 2026

Fiscal 2027 time-based RSUs 35,656 units Time-based restricted stock units granted to CEO for fiscal 2027 on April 13, 2026

Fiscal 2027 EPS and TSR PSUs maximum payout 35,656 shares each Maximum number of shares for each type of performance-based RSUs granted for fiscal 2027

2026 Excess Shares cancelled 46,149 shares Total excess shares rescinded from CEO’s fiscal 2026 awards

2027 Excess Shares cancelled 31,968 shares Total excess shares rescinded from CEO’s fiscal 2027 awards

TSR PSUs cancellation (fiscal 2026) 40,383 shares Number of fiscal 2026 TSR performance-based RSUs rescinded as part of cancelling the 2026 Excess Shares

Key Terms

Stock Incentive Plan, Annual Plan Limit, time-based restricted stock units, performance-based restricted stock units, +2 more

6 terms

Stock Incentive Plan financial

"under the 2024 Amendment and Restatement of the Hooker Furnishings Corporation Stock Incentive Plan"

A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.

Annual Plan Limit financial

"limits the number of shares subject to equity awards that may be granted"

time-based restricted stock units financial

"was granted in fiscal 2026 the following equity awards ... 40,383 time-based restricted stock units"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

performance-based restricted stock units financial

"performance-based restricted stock units with an absolute earnings per share growth component"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

relative total shareholder return financial

"performance-based restricted stock units with a relative total shareholder return component"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

earnings per share growth financial

"performance-based restricted stock units with an absolute earnings per share growth component"

FAQ

What did HOFT disclose about CEO equity awards exceeding plan limits?

Hooker Furnishings disclosed that certain equity awards to CEO Jeremy R. Hoff exceeded the Stock Incentive Plan’s 75,000-share annual limit, and the Compensation Committee rescinded and cancelled the excess shares and amended the related grant agreements.

How many fiscal 2026 HOFT shares to the CEO exceeded the Annual Plan Limit?

For fiscal 2026, Hooker Furnishings identified 46,149 excess shares in CEO Jeremy R. Hoff’s awards. The Committee cancelled 40,383 shares from the TSR performance-based restricted stock units and 5,766 shares from the EPS performance-based restricted stock units.

How many fiscal 2027 HOFT CEO award shares were cancelled as excess?

For fiscal 2027, Hooker Furnishings determined that 31,968 shares in CEO Jeremy R. Hoff’s awards exceeded the Annual Plan Limit and cancelled these 31,968 shares entirely from the TSR performance-based restricted stock units.

What equity awards did HOFT’s CEO originally receive for fiscal 2026 and 2027?

For fiscal 2026, the CEO received 40,383 time-based RSUs plus EPS and TSR PSUs each with a 40,383-share maximum payout. For fiscal 2027, he received 35,656 time-based RSUs plus EPS and TSR PSUs each with a 35,656-share maximum payout.

Did Hooker Furnishings link the award corrections to CEO or company performance?

No. Hooker Furnishings explicitly states that the rescission and cancellation of excess shares, and related actions, do not in any way relate to the performance of CEO Jeremy R. Hoff or the company.

What governance steps did HOFT take after finding excess equity awards?

The Compensation Committee amended the affected grant agreements to reflect the cancelled 2026 and 2027 excess shares and adopted additional control procedures so that the Annual Plan Limit and other Stock Incentive Plan terms are more closely reviewed for future equity awards.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 3, 2026

HOOKER FURNISHINGS CORPORATION

(Exact name of registrant as specified in its charter)

Virginia		000-25349		54-0251350
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

440 East Commonwealth Boulevard, Martinsville, Virginia		24112		(276) 632-2133
(Address of principal executive offices)		(Zip Code)		(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		HOFT		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Compensation Committee (the “Committee”) of the Board of Directors of Hooker Furnishings Corporation (the “Company”) has determined that certain equity stock awards granted to Jeremy R. Hoff, the Company’s Chief Executive Officer and Director, exceeded the limit on the number of shares subject to equity awards that could be granted to any one participant in a fiscal year under the 2024 Amendment and Restatement of the Hooker Furnishings Corporation Stock Incentive Plan (the “Stock Incentive Plan”).

As previously reported, Mr. Hoff was granted in fiscal 2026 the following equity awards under the Stock Incentive Plan on February 20, 2025 (the “Fiscal 2026 Awards”): (1) 40,383 time-based restricted stock units, (2) performance-based restricted stock units with an absolute earnings per share growth component (the “EPS PSUs”) having a maximum payout of 40,383 shares of common stock, and (3) performance-based restricted stock units with a relative total shareholder return component (the “TSR PSUs”) having a maximum payout of 40,383 shares of common stock. In addition, as previously reported, Mr. Hoff was granted in fiscal 2027 the following equity awards under the Stock Incentive Plan on April 13, 2026 (the “Fiscal 2027 Awards”): (1) 35,656 time-based restricted stock units, (2) EPS PSUs having a maximum payout of 35,656 shares of common stock, and (3) TSR PSUs having a maximum payout of 35,656 shares of common stock. The Stock Incentive Plan limits the number of shares subject to equity awards that may be granted to any individual participant in any fiscal year to 75,000 shares (the “Annual Plan Limit”). The shares of common stock of the Company allocated to Mr. Hoff’s Fiscal 2026 Awards exceeded the Annual Plan Limit by 46,149 shares (the “2026 Excess Shares”) and the shares allocated to Mr. Hoff’s Fiscal 2027 Awards exceeded the Annual Plan Limit by 31,968 shares (the “2027 Excess Shares”). Consequently, to comply with the Annual Plan Limit, the Committee rescinded and cancelled the 2026 Excess Shares from Mr. Hoff’s Fiscal 2026 Awards (40,383 shares rescinded and cancelled from the TSR PSUs and 5,766 shares rescinded and cancelled from the EPS PSUs) and rescinded and cancelled the 2027 Excess Shares from Mr. Hoff’s Fiscal 2027 Awards (entirely from the TSR PSUs). In connection with the foregoing, the Committee amended the applicable grant agreements to reflect the rescission and cancellation of the 2026 Excess Shares and 2027 Excess Shares from Mr. Hoff’s awards, and adopted additional control procedures to ensure that the Annual Plan Limit and other terms and conditions of the Stock Incentive Plan are more closely reviewed for future equity awards granted thereunder. For the avoidance of doubt, the foregoing actions do not in any way relate to the performance of Mr. Hoff or the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibits
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

1

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOOKER FURNISHINGS CORPORATION
	By:	/s/ C. Earl Armstrong III
		C. Earl Armstrong III
		Chief Financial Officer and
		Senior Vice-President – Finance
Date: September 4, 2026

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB