Hoff Jeremy R 4

What Happened

• Jeremy R. Hoff, CEO of Hooker Furnishings (HOFT), had 13,461 restricted stock units (RSUs) vest/convert into common shares on February 20, 2026. To satisfy tax withholding, 4,308 of those shares were surrendered at $14.61 each, totaling $62,940. Net shares received by Hoff from this vesting were 9,153.

Key Details

• Transaction date: February 20, 2026; Form filed: February 24, 2026 (timely filing).
• Vest/Conversion: 13,461 RSUs converted to shares (reported as derivative exercise/conversion, code M).
• Tax withholding: 4,308 shares withheld/disposed to cover taxes (code F) at $14.61/share = $62,940.
• Net shares delivered to Hoff: 9,153 (13,461 vested minus 4,308 withheld).
• Shares owned after transaction: Not specified in this Form 4.
• Footnotes: RSUs represent a contingent right to one share each (F1). These RSUs were part of a 40,383 RSU grant on Feb 20, 2025 that vests in three equal annual tranches (F2). The Compensation Committee may pay RSUs in shares, cash (based on fair market value), or both (F3).
• Filing timeliness: No late filing indicated.

Context

• This was a standard RSU vesting and tax-withholding transaction, not an open-market sale or purchase. The withholding of shares to cover taxes is a common, routine practice and does not necessarily indicate a change in the insider’s view of the company. The derivative entries reflect RSU settlement (conversion of the award into shares) and the corresponding surrender/withholding for tax purposes.