KTB Form 4: Director converts fees to 628.95 cash-settled phantom units

Rhea-AI Filing Summary

Kontoor Brands director Robert K. Shearer acquired 628.9506 phantom stock units (PSUs) on 09/26/2025 under the company's Deferred Savings Plan for Non-Employee Directors by electing to defer director fees. Each PSU was credited at a value of $79.4975 (the amount of fees deferred per PSU). The filing states PSUs are settled 100% in cash upon the director's retirement and may change over time because of deemed dividend reinvestment. After the transaction the reporting person is shown as beneficially owning 38,483.5484 shares equivalent under the plan. The Form 4 was signed by an authorized representative on 09/29/2025.

Positive

• Director elected to defer fees into PSUs, aligning compensation with company performance without immediate dilution
• PSUs are cash-settled at retirement, providing economic alignment while preserving current share count

Negative

• None.

Insights

Financial Analyst

TL;DR: Director deferred fees into cash-settled phantom stock units, increasing beneficial economic exposure without share issuance.

The filing documents a routine non-derivative acquisition of 628.9506 PSUs through fee deferral at $79.4975 per unit, which are cash-settled at retirement. This structure grants the director economic exposure tied to Kontoor's share price without diluting equity. The reported beneficial ownership of 38,483.5484 shares reflects aggregated holdings under the plan, but the filing provides no timetable for settlement or materiality relative to outstanding shares, limiting assessment of market impact.

Corporate Governance Expert

TL;DR: This is a standard director compensation election that aligns pay with shareholder outcomes while avoiding immediate share issuance.

The disclosure shows the director exercised an available deferral election to convert fees into PSUs that will be paid in cash at retirement. Such arrangements are common for non-employee directors and serve to align incentives. The Form 4 clarifies mechanics (1-for-1 PSU-to-share equivalence and dividend reinvestment) but does not indicate any unusual governance concerns or changes to compensation policy within this filing.

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).

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)
09/26/2025

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)	09/26/2025		A		628.9506		(3)	(3)	Common Stock	628.9506	$79.4975(4)	38,483.5484	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 $79.4975 of fees per PSU.

Remarks:

	/s/ Thomas L. Doerr, Jr. for Robert K. Shearer (Pursuant to Signing Authority on File)	09/29/2025
	** 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 did Robert K. Shearer report on the Form 4 for Kontoor Brands (KTB)?

He reported acquiring 628.9506 phantom stock units (PSUs) on 09/26/2025 via fee deferral under the directors' deferred savings plan.

How much was each PSU credited at in the filing?

Each PSU was acquired at the director's election by deferring $79.4975 of fees per PSU.

How will the PSUs be settled according to the Form 4?

The PSUs are to be settled 100% in cash upon the reporting person's retirement.

What is the reported beneficial ownership after the transaction?

The filing shows beneficial ownership equivalent to 38,483.5484 shares following the reported transaction.

Does this Form 4 indicate any share issuance or dilution?

No. The filing describes cash-settled phantom stock units, not the issuance of new common shares.