Polaris Inc. (NYSE: PII) executive reports multiple common stock sales

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Polaris Inc. President-Marine Benjamin D. Duke reported several transactions in Polaris common stock. On February 10, 2026, 2,644 shares were withheld at $67.7 per share to cover tax obligations from a vested restricted stock award.

On February 11, 2026, Duke executed two open-market sales: 296 shares at a weighted average price of $67.40 per share and 9,794 shares at a weighted average price of $66.80 per share, across multiple trades within stated price ranges. After these transactions, he directly owned 30,242 shares and indirectly held 165 shares through an ESOP.

Insider Trade Summary

Net Seller: 10,090 shares ($674,190)

Net Sell 4 txns

Insider Duke Benjamin D

Role President-Marine

Sold 10,090 shs ($674K)

Type	Security	Shares	Price	Value
Sale	Common Stock	296	$67.40	$20K
Sale	Common Stock	9,794	$66.80	$654K
Tax Withholding	Common Stock	2,644	$67.70	$179K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 40,036 shares (Direct); Common Stock — 165 shares (Indirect, by ESOP)

Footnotes (1)

Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock award. Reflects the weighted average price of 296 shares of Common Stock sold by the reporting person in multiple transactions on February 11, 2026 with sale prices ranging from $67.40 to $67.41 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Reflects the weighted average price of 9,794 shares of Common Stock sold by the reporting person in multiple transactions on February 11, 2026 with sale prices ranging from $66.40 to $67.38 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 08:14 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^*

Duke Benjamin D

(Last)

(First)

(Middle)

2100 HIGHWAY 55

(Street)

MEDINA

55340

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Polaris Inc. [ PII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
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)
Common Stock	02/10/2026		F		2,644⁽¹⁾	D	$67.7	40,332	D
Common Stock	02/11/2026		S		296	D	$67.4⁽²⁾	40,036	D
Common Stock	02/11/2026		S		9,794	D	$66.8⁽³⁾	30,242	D
Common Stock								165	I	by ESOP

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)

Explanation of Responses:

1. Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock award.

2. Reflects the weighted average price of 296 shares of Common Stock sold by the reporting person in multiple transactions on February 11, 2026 with sale prices ranging from $67.40 to $67.41 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. Reflects the weighted average price of 9,794 shares of Common Stock sold by the reporting person in multiple transactions on February 11, 2026 with sale prices ranging from $66.40 to $67.38 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	Sarah Maveus, Attorney-in-Fact	02/12/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Polaris Inc. (PII) report for Benjamin D. Duke?

Benjamin D. Duke reported tax-related share withholding and two stock sales. On February 10, 2026, 2,644 shares were withheld for taxes. On February 11, 2026, he sold 296 shares and 9,794 shares of Polaris common stock in open-market transactions.

How many Polaris (PII) shares did Benjamin D. Duke sell and at what prices?

Benjamin D. Duke sold 296 Polaris shares at a weighted average price of $67.40 and 9,794 shares at a weighted average price of $66.80. Both transactions occurred on February 11, 2026, through multiple trades within specified price ranges.

How many Polaris Inc. (PII) shares does Benjamin D. Duke own after the reported Form 4?

After the reported transactions, Benjamin D. Duke directly owned 30,242 Polaris common shares. He also had an indirect holding of 165 shares through an ESOP, reflecting both his remaining direct stake and a smaller indirect interest in the company.

What was the purpose of the 2,644 Polaris (PII) shares withheld on February 10, 2026?

The 2,644 Polaris shares were withheld to cover Benjamin D. Duke’s tax withholding obligation when a restricted stock award vested. Instead of paying cash taxes, a portion of the vested shares was retained to satisfy this liability for the reporting person.

What is Benjamin D. Duke’s role at Polaris Inc. (PII) in this Form 4 filing?

In this Form 4, Benjamin D. Duke is identified as an officer of Polaris Inc., serving as President-Marine. His position is disclosed to show he is a Section 16 reporting person with ongoing obligations to report transactions in Polaris common stock.

Were Benjamin D. Duke’s Polaris (PII) stock sales on February 11, 2026 single trades or multiple trades?

Both reported sales on February 11, 2026 were weighted-average transactions executed in multiple trades. The 296-share sale ranged from $67.40 to $67.41 per share, and the 9,794-share sale ranged from $66.40 to $67.38 per share.