[Form 4] Kontoor Brands, Inc. Insider Trading Activity

Kontoor Brands, Inc. director Robert K. Shearer reported a routine deferred compensation transaction.

Rhea-AI Filing Summary

Kontoor Brands, Inc. director Robert K. Shearer reported a routine deferred compensation transaction. On 01/02/2026, he acquired 812.6778 phantom stock units (PSUs) tied to Kontoor Brands common stock, under the company’s Deferred Savings Plan for Non-Employee Directors.

Each PSU corresponds on a 1-for-1 basis to a share of common stock and was credited by deferring $61.5250 of director fees per PSU, based on the fair market value on the deferral date. After this transaction, Shearer beneficially holds 39,538.7645 PSUs, which are designed to be settled 100% in cash upon his retirement, with the PSU balance changing over time through deemed reinvestment of dividends.

Insider Trade Summary

Grant/Award: 812.6778 shares

Grant/Award 1 txn

Insider SHEARER ROBERT K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock-d	812.6778	$61.525	$50K

Holdings After Transaction: Phantom Stock-d — 39,538.7645 contracts (Direct)

Footnotes (4)

1. F1. Represents phantom stock units ("PSUs") accrued under the Kontoor Brands Deferred Savings Plan For Non-Employee Directors Plan ("Plan"), to be settled 100% in cash upon the reporting person's retirement. The number of PSUs acquired equals the amount of Directors' fees deferred by the reporting person divided by the fair market value (average of the high and low selling prices) per share on the date of deferral. The number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends.
2. F2. 1 for 1.
3. F3. There is no date that should appear in these columns. These columns are not applicable to this particular filing.
4. F4. Each PSU was acquired at the election of the Director by deferring $61.5250 of fees per PSU.

FAQ

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What did Kontoor Brands (KTB) disclose in this Form 4 filing?

The filing reports that director Robert K. Shearer acquired 812.6778 phantom stock units (PSUs) on 01/02/2026 by deferring his director fees under Kontoor Brands’ deferred savings plan.

How many phantom stock units does the KTB director hold after this transaction?

Following the reported transaction, director Robert K. Shearer beneficially owns 39,538.7645 phantom stock units under the Kontoor Brands deferred savings plan.

What are phantom stock units (PSUs) in the Kontoor Brands (KTB) director plan?

The PSUs represent phantom stock units accrued under the Kontoor Brands Deferred Savings Plan For Non-Employee Directors and are to be settled 100% in cash upon the director’s retirement, while tracking the value of Kontoor Brands common stock.

How was the number of PSUs for the KTB director calculated?

The number of PSUs acquired equals the amount of director fees deferred divided by the fair market value of Kontoor Brands common stock (average of the high and low selling prices) on the deferral date.

What price per unit applies to the KTB director’s phantom stock acquisition?

Each PSU reported in this Form 4 was acquired by deferring $61.5250 of director fees per unit.

Do the KTB phantom stock units pay dividends or change over time?

The filing states that the number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends under the plan.

Does each KTB phantom stock unit equal one share of common stock?

Yes. The filing notes a 1 for 1 relationship between each phantom stock unit and a share of Kontoor Brands common stock for measurement purposes.

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Accepted by SEC EDGAR 01/05/2026 - 04:17 PM Learn about SEC filing dates

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
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^*

SHEARER ROBERT K

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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

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
Phantom Stock-d(1)	(2)	01/02/2026		A		812.6778		(3)	(3)	Common Stock	812.6778	$61.525(4)	39,538.7645	D

Explanation of Responses:

1. Represents phantom stock units ("PSUs") accrued under the Kontoor Brands Deferred Savings Plan For Non-Employee Directors Plan ("Plan"), to be settled 100% in cash upon the reporting person's retirement. The number of PSUs acquired equals the amount of Directors' fees deferred by the reporting person divided by the fair market value (average of the high and low selling prices) per share on the date of deferral. The number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends.

2. 1 for 1.

3. There is no date that should appear in these columns. These columns are not applicable to this particular filing.

4. Each PSU was acquired at the election of the Director by deferring $61.5250 of fees per PSU.

Remarks:

	/s/ Thomas L. Doerr, Jr. for Robert K. Shearer (Pursuant to Signing Authority on File)	01/05/2026
	** 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.