Armstrong Cecil Earl III 4

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.