Rao Radhakrishna S 4

What Happened

• Rao Radhakrishna, Chief Information and Digital Officer at HNI Corp (HNI), had 6,942 Performance Stock Units (PSUs) vest on February 25, 2026 and was issued 6,942 shares (award, code A) at no cash cost. To cover tax withholding on the vesting, 2,937 of those shares were withheld by the company (code F) at an implied value of $50.14 per share, equal to $147,261. No shares were sold on the market.

Key Details

• Transaction date: February 25, 2026; Form 4 filed February 27, 2026 (filed within the typical 2-business-day window).
• Award: 6,942 shares granted/issued (A) at $0.00 acquisition price (these were vested PSUs).
• Tax withholding: 2,937 shares withheld (F) at $50.14 per share, withholding value $147,261; withholding used to satisfy tax liability (no open-market sale).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes: F1 — shares relate to PSUs granted under the 2017 Stock-Based Compensation Plan on Feb 15, 2023. F2 — shares were withheld to cover taxes upon vesting; no shares sold.

Context

• This was a vesting of previously awarded performance shares, not a market purchase or discretionary sale. Withholding shares for taxes is a common administrative step and does not necessarily indicate a change in the insider's market view. For derivative transactions like PSUs, the key point is that the award vested and taxes were satisfied via share withholding (a cashless/withhold settlement), rather than a public sale.