Kontoor Brands (KTB) director defers fees into new phantom stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Kontoor Brands, Inc. director Robert K. Shearer reported receiving a grant of phantom stock units as part of his deferred director compensation. He acquired 722.8045 phantom stock units on April 2, 2026, based on deferring fees at a rate of $69.175 per unit. These phantom stock units are credited under the company’s Deferred Savings Plan for non-employee directors and are designed to be settled 100% in cash upon his retirement, rather than in actual shares. Following this grant and the addition of dividend equivalents, his total phantom stock units beneficially owned increased to 40,580.897, reflecting ongoing deferral of fees and reinvested dividends.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SHEARER ROBERT K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock-d	722.805	$69.175	$50K

Holdings After Transaction: Phantom Stock-d — 40,580.897 shares (Direct)

Footnotes (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. 1 for 1. There is no date that should appear in these columns. These columns are not applicable to this particular filing. Each PSU was acquired at the election of the Director by deferring $69.175 of fees per PSU. Includes 319.328 shares received as dividend equivalents on PSUs since the last statement.

Key Figures

Phantom units granted: 722.8045 units Implied fee deferral per unit: $69.175 per unit Total phantom units after grant: 40,580.897 units +2 more

5 metrics

Phantom units granted 722.8045 units Phantom stock units acquired on April 2, 2026

Implied fee deferral per unit $69.175 per unit Directors’ fees deferred for each phantom stock unit

Total phantom units after grant 40,580.897 units Phantom stock units beneficially owned following transaction

Dividend equivalent units 319.328 units Units received as dividend equivalents since last statement

Underlying security 1-for-1 with common stock Each phantom unit tracks one share of common stock

Key Terms

Phantom Stock, Deferred Savings Plan For Non-Employee Directors, dividend equivalents, phantom stock units ("PSUs"), +1 more

5 terms

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.

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

"Includes 319.328 shares received as dividend equivalents on PSUs since the last statement."

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.

phantom stock units ("PSUs") financial

"Represents phantom stock units ("PSUs") accrued under the Kontoor Brands Deferred Savings Plan"

to be settled 100% in cash financial

"to be settled 100% in cash upon the reporting person's retirement."

Form 4 Insider Transactions: What Each Field Means →

04/10/2026 - 05:16 PM

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock-d⁽¹⁾	⁽²⁾	04/02/2026		A		722.8045		⁽³⁾	⁽³⁾	Common Stock	722.8045	$69.175⁽⁴⁾	40,580.897⁽⁵⁾	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 $69.175 of fees per PSU.

5. Includes 319.328 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)	04/10/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Kontoor Brands (KTB) director Robert K. Shearer report on this Form 4?

Robert K. Shearer reported receiving 722.8045 phantom stock units as deferred director compensation. These units were credited under Kontoor Brands’ deferred savings plan and increase his total phantom stock holdings to 40,580.897 units, reflecting both deferred fees and dividend equivalents.

Is the Kontoor Brands (KTB) Form 4 a stock purchase or sale by the director?

The filing shows no open-market purchase or sale. Instead, Shearer received a grant of 722.8045 phantom stock units in exchange for deferring director fees, so it is a compensation-related acquisition rather than a traditional stock trade in Kontoor Brands shares.

How are the phantom stock units for Kontoor Brands (KTB) director valued and credited?

Each phantom stock unit was acquired by deferring $69.175 of director fees. The number of units equals fees deferred divided by the fair market value per share on the deferral date, with additional units credited over time as dividend equivalents on existing phantom stock holdings.

Will Kontoor Brands (KTB) phantom stock units be paid in shares or cash?

The phantom stock units are set to be settled 100% in cash upon the director’s retirement. Although they track Kontoor Brands common stock on a one-for-one basis, they do not represent actual share ownership and instead create a cash-based obligation for the company.

How many phantom stock units does the Kontoor Brands (KTB) director hold after this transaction?

After this transaction, Shearer beneficially holds 40,580.897 phantom stock units. This total reflects the 722.8045 new units from fee deferrals plus previously accumulated units, including 319.328 units received as dividend equivalents since the prior reporting statement.

What is the role of dividend equivalents in the Kontoor Brands (KTB) phantom stock plan?

Dividend equivalents increase the number of phantom stock units over time. When Kontoor Brands pays dividends on its common stock, additional phantom units, such as the 319.328 noted in the filing, are credited so the director’s deferred balance mirrors the economics of holding shares.