KTB Form 4: Director Robert Lynch acquires 298.75 phantom units

Rhea-AI Filing Summary

Kontoor Brands director Robert Lynch acquired 298.7515 phantom stock units (PSUs) on 09/26/2025 by deferring director fees under the Kontoor Brands Deferred Savings Plan for Non-Employee Directors. Each PSU reflects a $79.4975 deferral of fees and will be settled 100% in cash upon his retirement. The filing reports 8,044.6237 shares beneficially owned by Mr. Lynch following the transaction and notes that PSU counts may change due to deemed reinvestment of dividends. The Form 4 was signed on behalf of Mr. Lynch and filed on 09/29/2025.

Positive

• 298.7515 PSUs acquired through a director fee deferral on 09/26/2025
• 8,044.6237 shares reported as beneficially owned following the transaction
• Clear disclosure of valuation method and cash settlement terms

Negative

• PSUs are settled 100% in cash upon retirement, not settled in company stock
• Transaction does not create equity and therefore does not reflect a direct increase in share ownership by issuance

Insights

Corporate Governance Expert

TL;DR: Routine director fee deferral into cash-settled phantom units, disclosed per Section 16 reporting rules.

The filing documents a non-derivative acquisition of 298.7515 phantom stock units by a non-employee director through fee deferral. The units are recorded under the company’s deferred savings plan for directors and will be paid in cash at retirement, with dividend reinvestment affecting unit counts. This is a compliance-focused disclosure showing director compensation election rather than an equity issuance or option exercise.

Securities Analyst

TL;DR: Transaction is immaterial to capital structure but important for insider disclosure completeness.

The transaction increases the reporting person’s beneficial ownership to 8,044.6237 shares on record via cash-settled PSUs. No exercise or conversion dates apply and the document clarifies per-unit fee deferral and valuation method (average of high and low selling prices on deferral date). This is a routine disclosure under Section 16 with no immediate equity dilution or cash-flow event recorded in the 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

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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^*

Lynch Robert

(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		298.7515		(3)	(3)	Common Stock	298.7515	$79.4975(4)	8,044.6237	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 Lynch (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 Lynch report on Form 4 for Kontoor Brands (KTB)?

He reported acquisition of 298.7515 phantom stock units on 09/26/2025 via fee deferral, increasing beneficial ownership to 8,044.6237 shares.

How were the phantom stock units (PSUs) valued?

Each PSU was acquired at the director’s election by deferring $79.4975 of fees per PSU, using the average of the high and low selling prices on the deferral date.

Will the PSUs convert into shares of Kontoor Brands (KTB)?

No; the PSUs are to be settled 100% in cash upon the reporting person's retirement, not converted into common stock.

When was the Form 4 filed and signed?

The earliest transaction date is 09/26/2025 and the Form 4 was signed on behalf of Robert Lynch and dated 09/29/2025.

Do the number of PSUs change over time?

Yes; the filing states PSU counts may vary due to deemed reinvestment of dividends.