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Kontoor Brands (KTB) CEO gets 51,994-share award, uses shares for tax

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kontoor Brands, Inc. reported that Chairman, President and CEO Scott H. Baxter received a grant of 51,994 shares of common stock on April 1, 2026 as a share-based award. The award was recorded at $0.00 per share, reflecting compensation rather than a market purchase.

On the same date, a total of 21,947 shares of common stock were withheld at $69.18 per share to satisfy tax withholding obligations on settled restricted stock units, described as payment of tax liability by delivering securities. After these transactions, Baxter held 261,092.128 shares directly. He also reported indirect holdings of common stock through vehicles including "2025 GRAT #1," "2026 GRAT #1," a trust, and his son. Footnotes state that common stock amounts include restricted stock units and 784.289 shares received as dividend equivalents since the last statement.

Positive

  • None.

Negative

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Insights

CEO received a stock award while shares were withheld only to cover taxes.

Kontoor Brands’ CEO Scott H. Baxter was granted 51,994 shares of common stock as equity compensation at a stated price of $0.00 per share. This is a non-cash award, recorded as stock-based compensation rather than an open-market share purchase.

To cover tax obligations on settled restricted stock units, 21,947 shares were withheld at $69.18 per share, classified as tax-withholding dispositions rather than market sales. Following these entries, Baxter directly owned 261,092.128 shares, with additional indirect holdings through GRATs, a trust, and a family account.

Overall, these transactions look like routine equity compensation and related tax withholding, not discretionary buying or selling, so they do not materially change the investment view on Kontoor Brands, Inc..

Insider Baxter Scott H
Role Chairman, President and CEO
Type Security Shares Price Value
Grant/Award Common Stock 51,994 $0.00 --
Tax Withholding Common Stock 7,899 $69.18 $546K
Tax Withholding Common Stock 6,979 $69.18 $483K
Tax Withholding Common Stock 7,069 $69.18 $489K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 283,039.128 shares (Direct); Common Stock — 56,370 shares (Indirect, 2025 GRAT #1)
Footnotes (1)
  1. Represents the number of shares withheld to satisfy applicable tax withholding obligations on settled restricted stock units. Includes 784.289 shares received as dividend equivalents on restricted stock units since the last statement. Common stock includes restricted stock units.
Stock award 51,994 shares Common stock grant to CEO on April 1, 2026
Tax withholding shares 7,899 shares Withheld to cover RSU taxes at $69.18/share
Additional tax withholding 6,979 shares Second RSU tax-withholding entry at $69.18/share
Additional tax withholding 7,069 shares Third RSU tax-withholding entry at $69.18/share
Tax withholding price $69.18 per share Price used for RSU-related share withholding
Direct holdings after transactions 261,092.128 shares CEO’s direct common stock ownership after Form 4 entries
Largest indirect holding 172,130.214 shares Indirectly held by trust associated with the CEO
Dividend equivalents on RSUs 784.289 shares Shares received as dividend equivalents since last statement
restricted stock units financial
"Represents the number of shares withheld to satisfy applicable tax withholding obligations on settled restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalents financial
"Includes 784.289 shares received as dividend equivalents on restricted stock units since the last statement."
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
2025 GRAT #1 financial
"Common Stock holding entry listed as indirect with nature of ownership "2025 GRAT #1"."
Grant, award, or other acquisition financial
"Transaction code A is described as Grant, award, or other acquisition."
Payment of exercise price or tax liability by delivering securities financial
"Transaction code F is described as Payment of exercise price or tax liability by delivering securities."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Baxter Scott H
(Last)(First)(Middle)
400 N. ELM STREET
(Street)
GREENSBORO NORTH CAROLINA 27401
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Kontoor Brands, Inc. [ KTB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman, President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026A51,994A$0283,039.128(2)D
Common Stock04/01/2026F7,899(1)D$69.18275,140.128(2)D
Common Stock04/01/2026F6,979(1)D$69.18268,161.128(2)D
Common Stock04/01/2026F7,069(1)D$69.18261,092.128(2)D
Common Stock56,370I2025 GRAT #1
Common Stock90,680Iby 2026 GRAT #1
Common Stock380IBy Son
Common Stock172,130.214IBy Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the number of shares withheld to satisfy applicable tax withholding obligations on settled restricted stock units.
2. Includes 784.289 shares received as dividend equivalents on restricted stock units since the last statement. Common stock includes restricted stock units.
/s/ Thomas L. Doerr, Jr. for Scott H. Baxter (Pursuant to Signing Authority on File)04/03/2026
** Signature of Reporting PersonDate
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).
** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Kontoor Brands (KTB) CEO Scott H. Baxter report in this Form 4?

Scott H. Baxter reported receiving a grant of 51,994 shares of Kontoor Brands common stock as equity compensation. He also reported share withholding transactions tied to tax obligations on restricted stock units and updated his direct and indirect ownership positions in the company’s stock.

How many Kontoor Brands (KTB) shares was the CEO granted and at what price?

The CEO was granted 51,994 shares of Kontoor Brands common stock at a stated price of $0.00 per share. This indicates a compensation-related stock award rather than a market purchase, increasing his equity-based stake without cash consideration changing hands in the market.

Why were shares of Kontoor Brands (KTB) withheld in this filing?

A total of 21,947 Kontoor Brands shares were withheld to satisfy tax withholding obligations on settled restricted stock units. These are reported as tax-withholding dispositions, meaning shares were used to cover taxes owed rather than being sold in open-market transactions for investment reasons.

What is Scott H. Baxter’s direct share ownership in Kontoor Brands after these transactions?

After the grant and tax-withholding entries, Scott H. Baxter directly owned 261,092.128 shares of Kontoor Brands common stock. This figure includes restricted stock units, as the filing notes that common stock totals encompass those units as part of his overall direct equity position.

What indirect Kontoor Brands (KTB) holdings are associated with the CEO?

The filing lists indirect holdings of Kontoor Brands common stock through 2025 GRAT #1, 2026 GRAT #1, a trust, and an account identified as held by his son. These entities collectively represent additional indirect ownership beyond his direct holdings reported in his own name.

What do the dividend equivalents mentioned in the Kontoor Brands Form 4 mean?

The filing notes that 784.289 shares were received as dividend equivalents on restricted stock units since the last statement. Dividend equivalents are share-based credits that mirror dividends on underlying stock, increasing the number of units or shares tied to existing equity awards.