Berger Vincent P 4

What Happened
Vincent P. Berger, Chief Financial Officer of HNI Corp (HNI), was credited with 23,240 shares related to performance stock units that vested on February 25, 2026. To cover tax liabilities on the vested award, 10,029 shares were withheld by the company at an imputed value of $50.14 per share, representing approximately $502,854. No shares were sold on the open market.

Key Details

• Transaction date: 2026-02-25
  • Award/Acquisition (Code A): 23,240 shares @ $0.00 (performance stock units)
  • Tax withholding (Code F): 10,029 shares disposed @ $50.14 = $502,854 (withheld to satisfy tax liability)
• Footnotes:
  • F1: These shares relate to Performance Stock Units granted under HNI’s 2017 Stock‑Based Compensation Plan (grant originally on Feb 15, 2023).
  • F2: The 10,029 shares were withheld by the issuer to cover taxes upon vesting; no open‑market sale occurred.
• Shares owned after the transaction: Not specified in the provided filing.
• Filing timeliness: Reported on 2026-02-27 for a 2026-02-25 transaction (filed within typical 2‑business‑day window).

Context
This was an award/vesting event rather than a purchase or an open‑market sale. Withholding shares to cover taxes is a common administrative step when equity awards vest and does not by itself signal insider buying or selling intent. The economically meaningful figure here is the tax withholding value (~$503K), not a change in investment stance.