Polaris (NYSE: PII) director defers fees into Common Stock Equivalents

Rhea-AI Filing Summary

Polaris Inc. director Shotwell Gwynne reported a compensation-related share acquisition. On the reported date, 559.87 Common Stock Equivalents were credited to the director’s account under Polaris’s Deferred Compensation Plan for Directors instead of a quarterly cash retainer payment.

Each Common Stock Equivalent may be settled in one share of Polaris common stock. Following this transaction, the director’s reported balance was 26,074.42 shares, which includes the 559.87 newly credited Common Stock Equivalents and 329.35 additional Common Stock Equivalents and deferred stock units acquired through the plan’s dividend reinvestment feature.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shotwell Gwynne

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	559.87	$54.70	$31K

Holdings After Transaction: Common Stock — 26,074.42 shares (Direct)

Footnotes (1)

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Key Figures

Common Stock Equivalents granted: 559.87 units Price reference per share: $54.70 per share Total holdings after transaction: 26,074.42 shares-equivalent +1 more

4 metrics

Common Stock Equivalents granted 559.87 units Credited in lieu of quarterly cash retainer

Price reference per share $54.70 per share Form 4 transaction price field for the grant

Total holdings after transaction 26,074.42 shares-equivalent Reported total following the compensation grant

Dividend reinvestment units 329.35 units Common Stock Equivalents and deferred stock units from dividend reinvestment

Key Terms

Common Stock Equivalents, Deferred Compensation Plan for Directors, dividend reinvestment feature, grant, award, or other acquisition

4 terms

Common Stock Equivalents financial

"The reported transaction involved the crediting of 559.87 Common Stock Equivalents (CSEs)"

Common stock equivalents are financial instruments that can be converted into common shares or have a similar effect on a company's stock ownership, such as stock options or convertible bonds. They matter to investors because they can increase the total number of shares outstanding, potentially diluting existing ownership and affecting the company's stock value. Recognizing these equivalents helps investors understand the true potential for future share issuance and company ownership structure.

Deferred Compensation Plan for Directors financial

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

A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.

dividend reinvestment feature financial

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

grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

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^*

Shotwell Gwynne

(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)
04/01/2026

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	04/01/2026		A		559.87	A	$54.7	26,074.42(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 559.87 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 559.87 newly acquired CSEs, and 329.35 CSEs and deferred stock units acquired pursuant to the dividend reinvestment feature of the DC Plan.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	04/02/2026
	** 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 Shotwell Gwynne report in this Form 4?

Polaris director Shotwell Gwynne reported receiving 559.87 Common Stock Equivalents as compensation. These were credited under the Deferred Compensation Plan for Directors instead of a quarterly cash retainer, increasing the director’s total reported holdings to 26,074.42 shares-equivalent.

Is Shotwell Gwynne buying or selling Polaris (PII) stock in this filing?

The filing shows an acquisition of 559.87 Common Stock Equivalents as a grant, not an open-market trade. They were received in lieu of cash fees under the director deferred compensation plan, so it is compensation-related rather than a discretionary stock purchase or sale.

How many Polaris (PII) shares or equivalents does the director hold after this transaction?

After this transaction, the director’s total reported holdings are 26,074.42 shares-equivalent. This figure includes the 559.87 newly credited Common Stock Equivalents and 329.35 additional Common Stock Equivalents and deferred stock units from the plan’s dividend reinvestment feature.

What are Common Stock Equivalents in Polaris (PII)’s director compensation plan?

Common Stock Equivalents are units credited under Polaris’s Deferred Compensation Plan for Directors. Each unit may be settled in one share of common stock, allowing directors to defer cash retainers into equity-linked units that track Polaris’s common stock value over time.

How were the 559.87 Common Stock Equivalents for Polaris (PII) director determined?

The 559.87 Common Stock Equivalents were credited in connection with the director’s election to defer a quarterly cash retainer. The filing notes these units were added under the Deferred Compensation Plan for Directors instead of paying that retainer in cash.