SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Petersen Jennifer Sue

(Last)

(First)

(Middle)

600 EAST SECOND STREET

(Street)

MUSCATINE

52761

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Member Relations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,562⁽¹⁾	D
Common Stock	1,543.515	I	Profit-Sharing Retirement Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-qualifying employee stock options (right to buy)	02/15/2017⁽²⁾	02/15/2027	Common Stock	616	$46.62	D
Non-qualifying employee stock options (right to buy)	02/14/2018⁽²⁾	02/14/2028	Common Stock	868	$38.68	D
Non-qualifying employee stock options (right to buy)	02/13/2019⁽²⁾	02/13/2029	Common Stock	1,985	$39.77	D
Performance Standard Units	12/31/2024	⁽³⁾	Common Stock	1,336	$0	D
Performance Standard Units	12/31/2025	⁽⁴⁾	Common Stock	2,510	$0	D
Performance Standard Units	12/31/2026	⁽⁵⁾	Common Stock	2,034	$0	D
Performance Standard Units	12/31/2026	⁽⁶⁾	Common Stock	408	$0	D

Explanation of Responses:

1. Represents 4,562 shares of Common Stock underlying restricted stock units ("RSUs") as follows: (a) 446 RSUs granted on February 16, 2022, which vest on February 16, 2025; (b) 1,674 RSUs granted on February 15, 2023, which vest in two equal annual installments on February 15, 2025 and February 15, 2026; (c) 2,034 RSUs granted on February 14, 2024, which vest in three equal annual installments on February 14, 2025, February 14, 2026, and February 14, 2027; and (d) 408 RSUs granted on August 12, 2024, which vest in three equal annual installments on February 14, 2025, February 14, 2026 and February 14, 2027.

2. The option became fully vested and exercisable in one installment on the fourth anniversary of the grant date.

3. On February 16, 2022, the reporting person was granted performance standard units to become fully vested on December 31, 2024. These shares will not be distributed until after HNI Corporation's February 2025 Board Meeting and only upon achievement of performance goals.

4. On February 15, 2023, the reporting person was granted performance standard units to become fully vested on December 31, 2025. These shares will not be distributed until after HNI Corporation's February 2026 Board Meeting and only upon achievement of performance goals.

5. On February 14, 2024, the reporting person was granted performance standard units to become fully vested on December 31, 2026. These shares will not be distributed until after HNI Corporation's February 2027 Board Meeting and only upon achievement of performance goals.

6. On August 12, 2024, the reporting person was granted performance standard units to become fully vested on December 31, 2026. These shares will not be distributed until after HNI Corporation's February 2027 Board Meeting and only upon achievement of performance goals.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Steven M. Bradford as attorney-in-fact for Jennifer Petersen	09/09/2024
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.