Kontoor Brands (KTB) CEO stock withheld to cover taxes

Rhea-AI Filing Summary

Kontoor Brands, Inc. Chairman, President and CEO Scott H. Baxter reported a tax-related stock transaction. On the settlement of performance share units, 47,457.566 shares of common stock were withheld at $78.62 per share to satisfy tax withholding obligations, rather than being sold on the open market.

After this withholding, Baxter directly holds 230,260.839 shares of Kontoor common stock. He also reports indirect ownership positions, including 56,370 shares through "2025 GRAT #1", 90,680 shares through "2026 GRAT #1", 380 shares held by his son, and 172,130.214 shares held by a trust.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

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 NC 27401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kontoor Brands, Inc. [ KTB ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		F		47,457.566(1)	D	$78.62	230,260.839(2)	D
Common Stock								56,370	I	2025 GRAT #1
Common Stock								90,680	I	by 2026 GRAT #1
Common Stock								380	I	By Son
Common Stock								172,130.214	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares withheld to satisfy applicable tax withholding obligations on settled performance share units.

2. Common stock includes restricted stock units.

	/s/ Thomas L. Doerr, Jr. for Scott H. Baxter (Pursuant to Signing Authority on File)	03/09/2026
	** 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).
** 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.

FAQ

What insider transaction did KTB CEO Scott H. Baxter report?

Scott H. Baxter reported a tax-related disposition where 47,457.566 shares of Kontoor Brands common stock were withheld to cover tax obligations on settled performance share units, rather than being sold in the market, as part of his equity compensation.

At what price were the withheld KTB shares valued in Baxter’s Form 4?

The withheld shares were valued at $78.62 per share. This price was used in calculating the tax-withholding disposition of 47,457.566 Kontoor Brands common shares tied to the settlement of performance share units for the Chairman, President and CEO.

How many KTB shares does Scott H. Baxter own directly after this filing?

After the tax-withholding disposition, Scott H. Baxter directly owns 230,260.839 shares of Kontoor Brands common stock. This figure reflects his remaining direct holdings following the withholding of shares to satisfy tax obligations on performance share unit settlements.

What indirect KTB share holdings are reported for Scott H. Baxter?

Scott H. Baxter reports indirect holdings of 56,370 shares through “2025 GRAT #1,” 90,680 shares through “2026 GRAT #1,” 380 shares held by his son, and 172,130.214 shares held by a trust, in addition to his directly owned Kontoor Brands common shares.

Does the Form 4 show an open-market sale of KTB stock by the CEO?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld to satisfy tax obligations on settled performance share units, meaning the shares were used for taxes rather than sold into the public market.