Smith Brian Scott 4

What Happened

• Brian Scott Smith, President of Hearth & Home Tech at HNI Corp (HNI), had 7,686 performance-based shares (PSUs) vest on February 25, 2026. The vesting is reported as an award/acquisition (code A) at $0.00.
• To cover tax withholding on the vested PSUs, 3,505 shares were withheld by the issuer (code F) at a reported per-share value of $50.14, equal to $175,741. No shares were sold on the open market; the net shares delivered to Smith were 4,181 (7,686 vested − 3,505 withheld).

Key Details

• Transaction date: 2026-02-25 (filed on 2026-02-27).
• Award: 7,686 shares reported as acquired at $0.00 (vesting of PSUs originally granted 2/15/2023 under the 2017 Stock-Based Compensation Plan).
• Tax withholding: 3,505 shares withheld at $50.14/share for $175,741; withholding reported as a disposition (F) — not an open-market sale.
• Net shares retained by insider: 4,181.
• Shares owned after the transaction: not specified in the provided filing.
• Filing timeliness: Report covers 2/25/2026 activity and was filed 2/27/2026 (appears timely).

Context

• These were vested performance stock units (PSUs) converting to common shares; withholding of shares to cover taxes is a routine administrative step and does not indicate a market sale.
• For retail investors, this is not a cash sale of shares by the insider but a standard post-vesting tax withholding on an equity award.