Polaris (NYSE: PII) CEO covers taxes with 6,503 withheld shares

Rhea-AI Filing Summary

Polaris Inc. CEO Michael T. Speetzen reported a routine tax-related share withholding. On 02/01/2026, 6,503 shares of Polaris common stock were withheld at $63.84 per share to satisfy his tax obligation upon vesting of a restricted stock award. After this transaction, he directly held 181,614 Polaris shares. He also reports 787 shares held as UTMA custodian for his granddaughter and 1,300 shares held by his daughter, for which he disclaims beneficial ownership.

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

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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^*

Speetzen Michael T

(Last) (First) (Middle)

2100 HIGHWAY 55

(Street)

MEDINA MN 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)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		F		6,503(1)	D	$63.84	181,614	D
Common Stock								787	I	as UTMA custodian for granddaughter
Common Stock								1,300	I(2)	by daughter

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

2. The reporting person disclaims beneficial ownership of the shares held by his daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of his daughter's shares for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	02/04/2026
	** 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.

FAQ

What did Polaris (PII) CEO Michael Speetzen report on this Form 4?

Polaris CEO Michael T. Speetzen reported that 6,503 common shares were withheld on 02/01/2026 to cover taxes due on a restricted stock award vesting. This is a tax-settlement event, not an open-market sale, and reflects standard equity compensation mechanics.

How many Polaris (PII) shares were withheld and at what price?

The Form 4 shows 6,503 Polaris common shares withheld at $63.84 per share. These shares were used to satisfy Michael Speetzen’s tax withholding obligation triggered by the vesting of a restricted stock award rather than being sold in a discretionary market transaction.

How many Polaris (PII) shares does the CEO directly own after this transaction?

After the 6,503-share tax withholding, Michael Speetzen directly owned 181,614 Polaris common shares. This figure reflects his direct holdings following the restricted stock vesting event and associated tax settlement recorded on the 02/01/2026 Form 4 filing.

What indirect Polaris (PII) holdings are reported for the CEO and his family?

The filing lists 787 Polaris shares held indirectly with Michael Speetzen as UTMA custodian for his granddaughter. It also reports 1,300 shares held by his daughter, where he expressly disclaims beneficial ownership and states the report should not treat him as their beneficial owner.

Is the Polaris (PII) CEO’s daughter’s stock treated as his beneficial ownership?

No. The footnote states Michael Speetzen disclaims beneficial ownership of the 1,300 Polaris shares held by his daughter. It further notes that the report should not be deemed an admission that he is the beneficial owner of those shares for any Section 16 purpose.

Was this Polaris (PII) CEO transaction a discretionary stock sale?

The transaction is coded “F,” indicating shares were withheld to cover taxes on a restricted stock award vesting. This means it was a tax-settlement mechanism rather than a discretionary open-market sale initiated by the CEO to change his investment position in Polaris stock.