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Director at Kontoor Brands (NYSE: KTB) receives 2,586-share award

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

Rhea-AI Filing Summary

SHEARER ROBERT K reported acquisition or exercise transactions in this Form 4 filing.

Kontoor Brands, Inc. director Robert K. Shearer received 2,586 shares of Common Stock as a compensation award. The shares were granted at a stated price of $0.00 per share and increased his directly owned Common Stock position to 54,437.992 shares, which includes restricted stock units and 94.761 shares credited as dividend equivalents.

Shearer also holds 40,889.7619 phantom stock units under the company’s deferred savings plan for non-employee directors, tied 1-for-1 to the value of Common Stock but settled 100% in cash upon retirement. These phantom units include 308.8649 shares credited as dividend equivalents since the last statement.

Positive

  • None.

Negative

  • None.
Insider SHEARER ROBERT K
Role null
Type Security Shares Price Value
Grant/Award Common Stock 2,586 $0.00 --
holding Phantom Stock-d -- -- --
Holdings After Transaction: Common Stock — 54,437.992 shares (Direct, null); Phantom Stock-d — 40,889.762 shares (Direct, null)
Footnotes (1)
  1. Includes 94.761 shares received as dividend equivalents on restricted stock units since the last statement. Common stock includes restricted stock units. 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. 1 for 1. There is no date that should appear in these columns. These columns are not applicable to this particular filing. Includes 308.8649 shares received as dividend equivalents on PSUs since the last statement.
Director share award 2,586 shares Common Stock grant on 2026-05-01
Common Stock holdings 54,437.992 shares Direct Common Stock after award, including RSUs and dividend equivalents
Phantom stock units 40,889.7619 units Deferred Savings Plan units tied 1-for-1 to Common Stock value
RSU dividend equivalents 94.761 shares Dividend equivalents on restricted stock units since last statement
PSU dividend equivalents 308.8649 shares Dividend equivalents on phantom stock units since last statement
Phantom Stock financial
"Represents phantom stock units ("PSUs") accrued under the Kontoor Brands Deferred Savings Plan"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
restricted stock units financial
"Includes 94.761 shares received as dividend equivalents on restricted stock units since the last statement."
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.
Deferred Savings Plan For Non-Employee Directors financial
"accrued under the Kontoor Brands Deferred Savings Plan For Non-Employee Directors Plan ("Plan")"
dividend equivalents financial
"The number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends."
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.
1 for 1 financial
"1 for 1."
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*
SHEARER ROBERT K
(Last)(First)(Middle)
400 NORTH ELM STREET
(Street)
GREENSBORO NORTH CAROLINA 27403
(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		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 Stock05/01/2026A2,586A$054,437.992(1)D
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
Phantom Stock-d(2)(3) (4) (4)Common Stock40,889.761940,889.7619(5)D
Explanation of Responses:
1. Includes 94.761 shares received as dividend equivalents on restricted stock units since the last statement. Common stock includes restricted stock units.
2. 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.
3. 1 for 1.
4. There is no date that should appear in these columns. These columns are not applicable to this particular filing.
5. Includes 308.8649 shares received as dividend equivalents on PSUs since the last statement.
/s/ Thomas L. Doerr, Jr. for Robert K. Shearer (Pursuant to Signing Authority on File)05/05/2026
** 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 insider transaction did Kontoor Brands (KTB) report for director Robert K. Shearer?

Kontoor Brands reported that director Robert K. Shearer received a grant of 2,586 shares of Common Stock. This award is compensation-related, not an open-market purchase, and increased his directly owned Common Stock holdings to 54,437.992 shares, including restricted stock units and dividend equivalents.

How many Kontoor Brands (KTB) shares does Robert K. Shearer hold after this Form 4?

After the reported award, Robert K. Shearer directly holds 54,437.992 shares of Kontoor Brands Common Stock. This figure includes restricted stock units and 94.761 shares credited as dividend equivalents since the last statement, reflecting his total direct equity-related position in the stock.

What are the phantom stock units reported for Kontoor Brands (KTB) director Robert K. Shearer?

Shearer holds 40,889.7619 phantom stock units under Kontoor Brands’ Deferred Savings Plan for Non-Employee Directors. These units track the value of Common Stock on a 1-for-1 basis but are settled entirely in cash at retirement, and their amount changes with deemed dividend reinvestment.

Were the phantom stock units in the Kontoor Brands (KTB) Form 4 an open-market transaction?

The phantom stock units reflect deferred directors’ fees under a savings plan, not an open-market trade. The number of units equals deferred fees divided by the share’s fair market value at deferral and can vary over time due to deemed reinvestment of dividends rather than active buying or selling.

How do dividend equivalents affect Robert K. Shearer’s Kontoor Brands (KTB) holdings?

Dividend equivalents increase his reported balances in both restricted stock units and phantom stock units. Since the last statement, 94.761 shares were added to Common Stock via RSU dividend equivalents and 308.8649 shares were credited to phantom stock units, reflecting reinvested dividends rather than new market purchases.