Kontoor Brands (NYSE: KTB) CEO shifts 90,680 shares to GRAT and trust entities

Rhea-AI Filing Summary

Kontoor Brands, Inc. Chairman, President and CEO Scott H. Baxter reported an internal reallocation of his holdings in Kontoor Brands common stock. On February 5, 2026, a code G transaction moved 90,680 shares at $0 per share from his direct ownership to indirect ownership.

After the transaction, Baxter directly held 169,568.418 shares of common stock. The same 90,680 shares were reported as indirectly owned by 2026 GRAT #1. Additional indirect holdings were reported as 56,370 shares through 2025 GRAT #1, 380 shares held "By Son," and 172,130.214 shares held "by Trust." A footnote states the reported common stock total includes 1,466.845 shares received as dividend equivalents on restricted stock units, and that common stock includes restricted stock units.

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).

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)
02/05/2026

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	02/05/2026		G		90,680	D	$0	169,568.418(1)	D
Common Stock	02/05/2026		A		90,680	A	$0	90,680	I	by 2026 GRAT #1
Common Stock								56,370	I	2025 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. Includes 1,466.845 shares received as dividend equivalents on restricted stock units. Common stock includes restricted stock units.

	/s/ Thomas L. Doerr, Jr. for Scott H. Baxter (Pursuant to Signing Authority on File)	02/06/2026
	** 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).
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FAQ

What insider transaction did KTB CEO Scott Baxter report on February 5, 2026?

Scott Baxter reported a code G movement of 90,680 Kontoor Brands common shares at $0 per share from direct ownership to indirect ownership. The same 90,680 shares are now reported as indirectly owned by an entity labeled 2026 GRAT #1.

How many KTB shares does Scott Baxter own directly after the reported transaction?

After the transaction, Scott Baxter directly owns 169,568.418 shares of Kontoor Brands common stock. This figure includes shares identified in a footnote as dividend equivalents on restricted stock units, because the filing states that common stock includes restricted stock units.

What indirect holdings of Kontoor Brands (KTB) stock are associated with Scott Baxter?

Indirect holdings include 90,680 shares by 2026 GRAT #1, 56,370 shares by 2025 GRAT #1, 380 shares labeled "By Son," and 172,130.214 shares "by Trust." These positions are reported as indirect beneficial ownership on the Form 4 for Baxter.

What does the Form 4 say about dividend equivalents on KTB restricted stock units?

The Form 4 notes that the reported common stock figure includes 1,466.845 shares received as dividend equivalents on restricted stock units. It further states that common stock in the report includes restricted stock units, integrating those awards into the share counts.

What role does Scott Baxter hold at Kontoor Brands (KTB) in this Form 4 filing?

Scott Baxter is identified as Chairman, President and CEO of Kontoor Brands in the Form 4. The filing shows he is an officer but not a director or 10% owner, based on the boxes checked in the relationship section of the report.

Were any options or other derivative securities reported for KTB in this Form 4?

The Form 4 includes a table for derivative securities but lists no transactions or holdings in that section. All reported positions and movements relate to Kontoor Brands common stock, including both direct and indirect non-derivative holdings.