Hooker Furnishings (HOFT) CFO exercises RSUs and withholds shares for tax

Rhea-AI Filing Summary

HOOKER FURNISHINGS Corp Chief Financial Officer Cecil Earl Armstrong III reported equity compensation activity involving restricted stock units and common shares. On February 20, 2026, he exercised 3,831 restricted stock units, converting them into 3,831 shares of HOFT common stock at a stated price of $0.00 per share.

In a related tax-withholding transaction on the same date, 1,293 shares of common stock at $14.61 per share were used to satisfy tax obligations, a disposition classified as payment of tax liability rather than an open-market sale. After these transactions, he directly owned 9,405 shares of common stock and 7,663 RSUs. Footnotes explain that each RSU represents a contingent right to one share and that a prior grant of 11,494 RSUs made on February 20, 2025 vests in three equal annual installments through February 20, 2028.

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^*

Armstrong Cecil Earl III

(Last) (First) (Middle)

440 COMMONWEALTH BLVD E

(Street)

MARTINSVILLE VA 24112

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		M		3,831	A	(1)	10,698	D
Common Stock	02/20/2026		F		1,293	D	$14.61	9,405	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
Restricted Stock Unit (RSU)	(1)	02/20/2026(2)		M			3,831(2)	(2)	(2)	Common Stock	3,831(3)	$0	7,663	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 11,494 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 C. Earl Armstrong III	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did HOOKER FURNISHINGS (HOFT) CFO report?

The CFO exercised 3,831 restricted stock units into 3,831 common shares and used 1,293 common shares, valued at $14.61 each, to cover tax obligations. These moves reflect routine equity compensation vesting and tax withholding, not an open-market purchase or sale.

How many HOOKER FURNISHINGS (HOFT) shares does the CFO own after these transactions?

After the reported activity, the CFO directly owns 9,405 shares of HOOKER FURNISHINGS common stock and 7,663 restricted stock units. These holdings combine current share ownership with additional equity awards that can convert into common stock as vesting conditions are met.

Was the HOOKER FURNISHINGS (HOFT) CFO’s Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 1,293 shares of common stock at $14.61 per share were delivered to satisfy tax obligations tied to restricted stock unit vesting and exercise, which is standard for equity compensation.

What restricted stock unit grant does the HOOKER FURNISHINGS (HOFT) filing describe?

The filing notes an 11,494 restricted stock unit grant made on February 20, 2025. This award vests in three equal installments if continuous employment continues through February 20, 2026, February 20, 2027, and February 20, 2028, aligning compensation with multi-year service.

How can the HOOKER FURNISHINGS (HOFT) RSUs reported be settled?

Footnotes state that each RSU may be settled in HOFT common stock, cash, or a combination. The Compensation Committee directs whether units convert into shares, cash based on fair market value, or both when payment is made, providing flexibility in how awards are delivered.

What does each HOOKER FURNISHINGS (HOFT) restricted stock unit represent?

Each restricted stock unit represents a contingent right to receive one share of HOOKER FURNISHINGS common stock. Delivery depends on vesting conditions and settlement decisions, so RSUs function as deferred equity compensation rather than immediate share ownership until they convert.