Polaris (PII) director defers cash, gains 531 stock equivalents

Rhea-AI Filing Summary

Polaris Inc. director Bernd F. Kessler acquired 531.05 Common Stock Equivalents through a grant under the company’s Deferred Compensation Plan for Directors. These units were credited in connection with his election to defer his quarterly cash retainer at a reference price of $64.73 per share. Following this transaction, his deferred account holds a total of 62,847.52 Common Stock Equivalents and deferred stock units, including 598.70 units accumulated through the plan’s dividend reinvestment feature.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KESSLER BERND F

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	531.05	$64.73	$34K

Holdings After Transaction: Common Stock — 62,847.52 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Common Stock Equivalents granted: 531.05 units Reference price per unit: $64.73 per share Total deferred units after transaction: 62,847.52 units +1 more

4 metrics

Common Stock Equivalents granted 531.05 units Grant under Deferred Compensation Plan for Directors

Reference price per unit $64.73 per share Value used to convert quarterly cash retainer

Total deferred units after transaction 62,847.52 units Common Stock Equivalents and deferred stock units in account

Units from dividend reinvestment 598.70 units Accumulated via dividend reinvestment feature of director plan

Key Terms

Common Stock Equivalents (CSEs), Deferred Compensation Plan for Directors (DC Plan), dividend reinvestment feature

3 terms

Common Stock Equivalents (CSEs) financial

"The reported transaction involved the crediting of 531.05 Common Stock Equivalents (CSEs), each of which may be settled in one share of common stock"

Deferred Compensation Plan for Directors (DC Plan) financial

"to the reporting person's account under the Company's Deferred Compensation Plan for Directors (DC Plan)"

dividend reinvestment feature financial

"CSEs and deferred stock units acquired pursuant to the dividend reinvestment feature of the DC Plan"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:13 PM Accepted by SEC EDGAR 07/02/2026 - 04:12 PM Learn about SEC filing dates

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^*

KESSLER BERND F

(Last) (First) (Middle)

2100 HIGHWAY 55

(Street)

MEDINA MINNESOTA 55340

(City) (State) (Zip)

UNITED STATES

(Country)

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

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)
07/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		A		531.05	A	$64.73	62,847.52(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction involved the crediting of 531.05 Common Stock Equivalents (CSEs), each of which may be settled in one share of common stock, to the reporting person's account under the Company's Deferred Compensation Plan for Directors (DC Plan) in connection with the reporting person's election to defer receipt of the reporting person's quarterly cash retainer payment. The total reported in column 5 includes the 531.05 newly acquired CSEs, and 598.70 CSEs and deferred stock units acquired pursuant to the dividend reinvestment feature of the DC Plan.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	07/02/2026
	** 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)

FAQ

What did Polaris (PII) director Bernd F. Kessler report in this Form 4?

Bernd F. Kessler reported acquiring 531.05 Common Stock Equivalents under Polaris’s Deferred Compensation Plan for Directors. These units reflect his decision to defer his quarterly cash retainer and are settled in shares of common stock instead of immediate cash payment.

How many Polaris (PII) units does Bernd F. Kessler hold after this transaction?

After this grant, Bernd F. Kessler’s deferred account holds 62,847.52 Common Stock Equivalents and deferred stock units. This total includes both the 531.05 newly credited units and 598.70 units accumulated earlier through the plan’s dividend reinvestment feature.

What are Common Stock Equivalents (CSEs) in the Polaris (PII) director plan?

Common Stock Equivalents are bookkeeping units in the Polaris director deferred compensation plan, each designed to be settled in one share of common stock. They track the value of deferred fees and dividends instead of paying cash immediately to the director.

How was the price for the Polaris (PII) Common Stock Equivalents determined?

The credited 531.05 Common Stock Equivalents were valued at $64.73 per equivalent. This per-unit value is used to convert the director’s deferred quarterly cash retainer into stock-based units within the Deferred Compensation Plan for Directors rather than paying that retainer in cash.

Did Polaris (PII) director Bernd F. Kessler buy shares on the open market?

No open-market purchase occurred. The Form 4 shows a grant of 531.05 Common Stock Equivalents under the director deferred compensation plan, reflecting fee deferral and dividend reinvestment, not discretionary buying or selling in the public market.