Armstrong Cecil Earl III 4

4 · HOOKER FURNISHINGS Corp · Filed Feb 24, 2026

AI-generated summary of this filing

Updated Feb 24, 2026

HOFT CFO Cecil Armstrong Exercises RSUs and Sells Shares

What Happened

Cecil Armstrong, CFO of Hooker Furnishings (HOFT), converted/vested 3,831 restricted stock units (RSUs) on February 20, 2026. As part of the settlement, 1,293 shares were withheld to cover tax withholding at $14.61 per share, representing $18,891.
The filing shows the RSU-to-share conversion (derivative exercise) and the tax-withholding disposition; this appears to be a routine vesting/settlement event rather than an open-market sale or purchase.

Key Details

Transaction date: 2026-02-20; Form 4 filed 2026-02-24 (filed within the required two business days).
Converted/vested: 3,831 RSUs (reported as derivative exercise, code M).
Tax withholding: 1,293 shares withheld/disposed at $14.61 each for $18,891 (code F).
Reported disposition of 3,831 shares at $0.00 reflects the derivative conversion mechanics (not an open-market sale).
Shares owned after the transaction are not provided in the excerpt of the filing.
Footnotes: F1 — each RSU equals one share; F2 — these RSUs were part of a 11,494‑RSU grant on 2025-02-20 that vests ratably over 2026–2028; F3 — RSU payments may be made in shares, cash (based on fair market value), or both.

Context

This transaction appears to be a standard vesting/settlement of RSUs with shares withheld to satisfy tax obligations (a common, routine practice). For derivative transactions like RSU conversions, a withheld-share settlement to cover taxes should not be interpreted the same as an open-market sale.

Form 4

Period: 2026-02-20

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-20+3,831→ 10,698 total
Tax Payment
Common Stock
2026-02-20$14.61/sh−1,293$18,891→ 9,405 total
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F2][F3]
2026-02-20−3,831→ 7,663 total
→ Common Stock (3,831 underlying)

Footnotes (3)

[F1]Each RSU represents a contingent right to receive one share of HOFT common stock.
[F2]On February 20, 2025, the reporting person was granted 11,494 restricted stock units. Each RSU grant vests ratably by entitling the executive officer to receive one third of the grant if he or she remains continuously employed with the Company through the end of each service period that ends February 20, 2026, February 20, 2027, and February 20, 2028, respectively.
[F3]At the direction of the issuer's Compensation Committee, the RSUs may be paid in shares of HOFT common stock, cash (based on the fair market value of a share of HOFT common stock on the date payment is made) or both.

Signature

/s/ Yumin Yang Attorney in Fact for C. Earl Armstrong III|2026-02-24

1 file