HNI (HNI) Form 4 HNI / Vincent P Berger ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Berger Vincent P

(Last) (First) (Middle)

600 EAST SECOND STREET

(Street)

MUSCATINE IA 52761

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HNI CORP [ HNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, HNI Corp

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/16/2024		M		3,554	A	$51.54	82,393.949	D
Common Stock	10/16/2024		S(1)		3,554	D	$55.03(2)	78,839.949	D
Common Stock	10/16/2024		M		14,242	A	$46.62	93,081.949	D
Common Stock	10/16/2024		S(1)		14,242	D	$55.03(3)	78,839.949	D
Common Stock	10/17/2024		M		1,247	A	$51.54	80,086.949	D
Common Stock	10/17/2024		S(1)		1,247	D	$55.07(4)	78,839.949	D
Common Stock	10/17/2024		M		4,611	A	$46.62	83,450.949	D
Common Stock	10/17/2024		S(1)		4,611	D	$55.15(4)	78,839.949	D
Common Stock	10/18/2024		M(5)		164	A	$51.54	79,003.949	D
Common Stock	10/18/2024		M(5)		1,680	A	$46.62	80,683.949	D
Common Stock								1,921.582	I	Profit-Sharing Retirement Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualifying employee stock option (right to buy)	$51.54	10/16/2024		M			3,554	02/18/2019	02/18/2025	Common Stock	3,554	$0	1,411	D
Non-qualifying employee stock option (right to buy)	$46.62	10/16/2024		M			14,242	02/15/2021	02/15/2027	Common Stock	14,242	$0	6,291	D
Non-qualifying employee stock option (right to buy)	$51.54	10/17/2024		M			1,247	02/18/2019	02/18/2025	Common Stock	1,247	$0	164	D
Non-qualifying employee stock option (right to buy)	$46.62	10/17/2024		M			4,611	02/15/2021	02/15/2027	Common Stock	4,611	$0	1,680	D
Non-qualifying employee stock option (right to buy)	$51.54	10/18/2024		M			164	02/18/2019	02/18/2025	Common Stock	164	$0	0	D
Non-qualifying employee stock option (right to buy)	$46.62	10/18/2024		M			1,680	02/15/2021	02/15/2027	Common Stock	1,680	$0	0	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted on May 20, 2024 (the "Plan").

2. The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 - $55.13, inclusive. The reporting person undertakes to provide HNI Corporation, any security holder of HNI Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2, 3 and 4 to this Form 4.

3. The price is column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 - $55.11, inclusive.

4. The price in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 - $55.59, inclusive.

5. This transaction is the second in a two step transaction initiated on October 16, 2024, under the Plan where options were exercised and a portion of the shares received were sold to cover taxes and expenses.

Remarks:

	/s/ Steven M. Bradford, By Power or Attorney	10/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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