Polaris (PII) SVP covers tax on restricted stock vesting with shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Polaris Inc. senior vice president and general counsel Matthew S. Winings reported a routine tax-related share disposition. On the vesting of a restricted stock award, 438 shares of common stock were withheld at $66.28 per share to satisfy his tax withholding obligation. Following this, he holds 26,647 Polaris common shares directly and an additional 260.49 shares indirectly through an ESOP account.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Winings Matthew S

Role SVP General Counsel Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	438	$66.28	$29K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,647 shares (Direct, null); Common Stock — 260.49 shares (Indirect, by ESOP)

Footnotes (1)

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Key Figures

Tax-withheld shares: 438 shares Withholding price: $66.28 per share Direct holdings after transaction: 26,647 shares +1 more

4 metrics

Tax-withheld shares 438 shares Withheld to satisfy tax obligation on restricted stock vesting

Withholding price $66.28 per share Value used for 438 tax-withheld Polaris common shares

Direct holdings after transaction 26,647 shares Polaris common stock held directly by Matthew S. Winings

Indirect ESOP holdings 260.49 shares Polaris common stock held indirectly through ESOP

Key Terms

tax withholding obligation, restricted stock award, ESOP, Form 4

4 terms

tax withholding obligation financial

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

restricted stock award financial

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

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

ESOP financial

"total_shares_following_transaction": "260.4900" ... "nature_of_ownership": "by ESOP""

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

Form 4 regulatory

"INSIDER FILING DATA (Form 4): { "issuerName": "Polaris Inc.""

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 05:07 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^*

Winings Matthew S

(Last)

(First)

(Middle)

2100 HIGHWAY 55

(Street)

PLYMOUTH

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP General Counsel Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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)
Common Stock	05/11/2026		F		438⁽¹⁾	D	$66.28	26,647	D
Common Stock								260.49	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.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Polaris (PII) executive Matthew Winings report in this Form 4?

Matthew S. Winings reported a routine tax-related disposition. Polaris withheld 438 common shares upon vesting of a restricted stock award to cover his tax obligation, at a value of $66.28 per share, rather than selling shares on the open market.

How many Polaris (PII) shares were withheld for Matthew Winings' taxes?

Polaris withheld 438 common shares to satisfy Matthew Winings’ tax obligation tied to a restricted stock award vesting. The shares were valued at $66.28 each, reflecting a tax-withholding mechanism instead of a discretionary sale of stock in the open market.

How many Polaris (PII) shares does Matthew Winings hold after this transaction?

After the tax withholding transaction, Matthew Winings holds 26,647 Polaris common shares directly. He also has an additional 260.49 shares held indirectly through an ESOP account, according to the Form 4, giving context to his overall reported equity position.

Was the Polaris (PII) Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. The 438 shares were withheld by Polaris to cover Matthew Winings’ tax obligation upon vesting of a restricted stock award, a common administrative mechanism for equity compensation.

What is the significance of the ESOP holdings in this Polaris (PII) filing?

The filing notes 260.49 Polaris shares held indirectly for Matthew Winings through an ESOP. This entry reflects beneficial ownership via an employee stock ownership plan and complements his 26,647 directly held shares, giving a fuller view of his reported equity stake.