Hooker Furnishings (HOFT) CEO exercises RSUs and uses shares for tax withholding

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Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HOOKER FURNISHINGS Corp Chief Executive Officer Jeremy R. Hoff reported equity award activity involving restricted stock units and common shares. On February 20, 2026, he exercised 13,461 Restricted Stock Units (RSUs), converting them into the same number of common shares at a stated price of $0.00 per share as part of an equity award. He then disposed of 4,308 common shares at $14.61 per share to satisfy tax withholding obligations related to this award. Following these transactions, he continued to hold common stock directly.

Insider Trade Summary

13,461 shares exercised/converted

Mixed 3 txns

Insider Hoff Jeremy R

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit (RSU)	13,461	$0.00	--
Exercise	Common Stock	13,461	$0.00	--
Tax Withholding	Common Stock	4,308	$14.61	$63K

Holdings After Transaction: Restricted Stock Unit (RSU) — 26,922 shares (Direct); Common Stock — 35,256 shares (Direct)

Footnotes (1)

Each RSU represents a contingent right to receive one share of HOFT common stock. On February 20, 2025, the reporting person was granted 40,383 restricted stock units. Each RSU grant vests ratably by entitling the executive officer to receive one third of the grant if he or she remains continuously employed with the Company through the end of each service period that ends February 20, 2026, February 20, 2027, and February 20, 2028, respectively. At the direction of the issuer's Compensation Committee, the RSUs may be paid in shares of HOFT common stock, cash (based on the fair market value of a share of HOFT common stock on the date payment is made) or both.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 01:35 PM

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^*

Hoff Jeremy R

(Last)

(First)

(Middle)

POB 4708

(Street)

MARTINSVILLE

24115

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOOKER FURNISHINGS Corp [ HOFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		M		13,461	A	⁽¹⁾	35,256	D
Common Stock	02/20/2026		F		4,308	D	$14.61	30,948	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)	⁽¹⁾	02/20/2026⁽²⁾		M			13,461⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	13,461⁽³⁾	$0	26,922	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of HOFT common stock.

2. On February 20, 2025, the reporting person was granted 40,383 restricted stock units. Each RSU grant vests ratably by entitling the executive officer to receive one third of the grant if he or she remains continuously employed with the Company through the end of each service period that ends February 20, 2026, February 20, 2027, and February 20, 2028, respectively.

3. At the direction of the issuer's Compensation Committee, the RSUs may be paid in shares of HOFT common stock, cash (based on the fair market value of a share of HOFT common stock on the date payment is made) or both.

	/s/ Yumin Yang Attorney in Fact for Jeremy R. Hoff	02/24/2026
	** 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 insider transactions did HOOKER FURNISHINGS (HOFT) report for Jeremy R. Hoff?

Jeremy R. Hoff exercised 13,461 restricted stock units into common shares and disposed of 4,308 common shares to cover tax withholding obligations. All transactions involved direct ownership of HOOKER FURNISHINGS common stock on February 20, 2026.

Was Jeremy R. Hoff’s Form 4 in HOOKER FURNISHINGS (HOFT) an open-market stock purchase or sale?

No, the filing shows an equity award exercise and a tax-withholding disposition, not open-market buying or selling. RSUs were converted into common shares, and a portion of shares was delivered to satisfy tax liabilities.

How many HOOKER FURNISHINGS (HOFT) RSUs did Jeremy R. Hoff convert to common stock?

He converted 13,461 Restricted Stock Units into 13,461 shares of HOOKER FURNISHINGS common stock. Each RSU represents a contingent right to receive one share of common stock, subject to the vesting conditions outlined in the equity award.

At what price were the HOOKER FURNISHINGS (HOFT) shares disposed of for taxes by Jeremy R. Hoff?

The 4,308 common shares delivered for tax withholding were valued at $14.61 per share. This disposition reflects payment of tax liabilities associated with the RSU award, rather than a discretionary open-market sale by the executive.

What do the HOOKER FURNISHINGS (HOFT) RSU footnotes say about Jeremy R. Hoff’s award?

The footnotes explain each RSU equals one share of common stock and reference a 40,383-unit grant vesting in thirds on specified service dates, with settlement potentially in stock, cash, or a combination, at the Compensation Committee’s direction.