Roch Michael J. 4

What Happened

• Michael J. Roch, Chief Commercial Officer (CCO) of HNI CORP, had restricted stock units vest on Feb 14 and Feb 15, 2026. To cover the tax withholding obligations from those vestings, the issuer withheld 279 shares on Feb 14 (at $50.03 each, $13,958) and 978 shares on Feb 15 (at $50.03 each, $48,929), for a combined 1,257 shares and roughly $62,887 in value. No shares were sold in an open-market transaction; these were tax-withholding dispositions.

Key Details

• Transaction dates and amounts:
  • 2026-02-14: 279 shares withheld @ $50.03 = $13,958 (Footnote F1)
  • 2026-02-15: 978 shares withheld @ $50.03 = $48,929 (Footnote F2)
• Transaction code: F — shares withheld by issuer to cover taxes upon RSU vesting.
• Filing: Form 4 filed Feb 18, 2026; report period covers transactions on Feb 14–15, 2026.
• Footnote F3: The filing notes that the total reported holdings (column 5) includes 206 dividend-equivalent shares that accrued on unvested RSUs.
• Shares owned after the transactions: not specified in the provided excerpt.

Context

• These transactions are routine tax withholdings tied to RSU vesting (not open-market sales). Tax withholding reduces the net shares the insider receives but does not by itself indicate buying or selling sentiment.
• For retail investors tracking insider activity, purchases or open-market sales can be more informative than withholding transactions like these.