PII Form 4: 496.51 CSEs added via director deferred compensation

Rhea-AI Filing Summary

Polaris Inc. director Gwenne A. Henricks reported on Form 4 that on 10/01/2025 she was credited with 496.51 Common Stock Equivalents (CSEs) under the company's Deferred Compensation Plan for Directors following her election to defer a quarterly cash retainer. The filing shows a price per share of $61.68 and reports 35,464.75 total shares/CSEs beneficially owned after the transaction. The registrant notes the deferred compensation plan permits settlement of each CSE into one share and that 379.86 additional units arose from dividend reinvestment.

Positive

• 496.51 CSEs credited to director via deferred compensation plan, indicating continued alignment of director pay with shareholder value
• 379.86 CSEs and deferred stock units added through the plan's dividend reinvestment feature

Negative

• None.

Insights

Corporate Governance Analyst

Director deferred compensation increased her stake by 496.51 CSEs on 10/01/2025.

The filing records the crediting of 496.51 Common Stock Equivalents to a director's deferred compensation account after electing to defer a quarterly retainer, showing continued use of equity-linked compensation for non-employee directors.

This transaction increased reported beneficial ownership to 35,464.75 shares/CSEs; the form clarifies each CSE may be settled for one share, and 379.86 units came from dividend reinvestment.

Compensation Specialist

Deferral election converted cash retainer into 496.51 CSEs at a reported price of $61.68.

The entry shows the director chose to receive equity equivalents instead of cash, reflecting the plan's mechanics rather than an open-market purchase or sale. The reported $61.68 figure appears in the filing's price column associated with the credited units.

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

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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).

1. Name and Address of Reporting Person^*

Henricks Gwenne A.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		496.51	A	$61.68	35,464.75(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 496.51 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 496.51 newly acquired CSEs, and 379.86 CSEs and deferred stock units acquired pursuant to the dividend reinvestment feature of the DC Plan.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	10/02/2025
	** 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 transaction did Polaris Inc. (PII) director Gwenne Henricks report on Form 4?

She reported being credited with 496.51 Common Stock Equivalents on 10/01/2025 under the company's Deferred Compensation Plan for Directors.

How many total shares or equivalents does Gwenne Henricks beneficially own after the transaction?

The Form 4 reports a total of 35,464.75 shares/CSEs beneficially owned following the reported transaction.

What is a Common Stock Equivalent (CSE) in this filing?

The filing states each CSE may be settled in one share of common stock, reflecting an equity-equivalent unit under the Deferred Compensation Plan.

Why were CSEs credited to the reporting person?

The credited CSEs resulted from the reporting person's election to defer receipt of her quarterly cash retainer under the company's Deferred Compensation Plan for Directors.

Did dividend reinvestment affect the reported holdings?

Yes; the filing notes 379.86 CSEs and deferred stock units were acquired pursuant to the plan's dividend reinvestment feature.