Polaris (NYSE: PII) CFO awarded 71,552 options and 19,249 shares

Rhea-AI Filing Summary

Polaris Inc. CFO Robert Paul Mack reported new equity awards and deferred stock unit settlements. On January 28, 2026, he acquired 19,249 shares of common stock at $64.94 per share, bringing his directly held common stock to 96,697.25 shares.

He was also granted an employee stock option for 71,552 shares at an exercise price of $71.43 per share, expiring on January 28, 2036. According to the filing, this option vests in three equal installments on February 9, 2027, February 8, 2028, and February 13, 2029.

The filing additionally records quarterly conversions of Deferred Stock Units into small amounts of common stock under Polaris’s Supplemental Executive Retirement Plan (SERP), with each unit delivering one share of common stock. These SERP distributions are noted as being reported on a delayed basis due to an administrative error.

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^*

Mack Robert Paul

(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)
	CFO, EVP - Finance + Corp Dev

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2024

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	09/03/2024		M		23.08(1)	A	(2)	77,333.08	D
Common Stock	12/02/2024		M		22.79(1)	A	(2)	77,355.87	D
Common Stock	03/03/2025		M		23.18(1)	A	(2)	77,379.05	D
Common Stock	06/02/2025		M		23.6(1)	A	(2)	77,402.65	D
Common Stock	09/02/2025		M		23.04(1)	A	(2)	77,425.69	D
Common Stock	12/01/2025		M		22.56(1)	A	(2)	77,448.25	D
Common Stock	01/28/2026		A		19,249	A	$64.94	96,697.25	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
Deferred Stock Units	(2)	09/03/2024		M			23.08	(3)	(3)	Common Stock	23.08	(2)	2,890.92	D
Deferred Stock Units	(2)	12/02/2024		M			22.79	(3)	(3)	Common Stock	22.79	(2)	2,868.13	D
Deferred Stock Units	(2)	03/03/2025		M			23.18	(3)	(3)	Common Stock	23.18	(2)	2,844.95	D
Deferred Stock Units	(2)	06/02/2025		M			23.6	(3)	(3)	Common Stock	23.6	(2)	2,821.35	D
Deferred Stock Units	(2)	09/02/2025		M			23.04	(3)	(3)	Common Stock	23.04	(2)	2,798.31	D
Deferred Stock Units	(2)	12/01/2025		M			22.56	(3)	(3)	Common Stock	22.56	(2)	2,775.75	D
Employee Stock Option (right to buy)	$71.43	01/28/2026		A		71,552		(4)	01/28/2036	Common Stock	71,552	$0	71,552	D

Explanation of Responses:

1. Pursuant to the Issuer's Supplemental Executive Retirement Plan (SERP), the reporting officer has elected to receive quarterly distributions of one share of common stock for each deferred stock unit held. These distributions are being reported on a delayed basis due to administrative error.

2. Each deferred stock unit represents the right to receive one share of the Issuer's common stock upon the settlement of the units.

3. At the settlement date elected by the reporting officer under the Issuer's Supplemental Executive Retirement Plan (SERP), the reporting officer is entitled to receive one share of common stock for each deferred stock unit held. The deferred stock units may be transferred into an alternative investment account in the SERP after a period of six months and one day.

4. The option vests in three equal installments on February 9, 2027, February 8, 2028, and February 13, 2029.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Polaris (PII) CFO Robert Paul Mack report?

Polaris CFO Robert Paul Mack reported a grant of 71,552 stock options and acquisition of 19,249 common shares. The filing also shows several small quarterly conversions of deferred stock units into common stock under the company’s Supplemental Executive Retirement Plan (SERP).

How many Polaris (PII) stock options were granted to the CFO and at what price?

The CFO received an employee stock option covering 71,552 Polaris shares at an exercise price of $71.43 per share. The option expires on January 28, 2036, and represents a long-dated incentive tied directly to Polaris’s common stock performance.

When do the newly granted Polaris (PII) stock options to the CFO vest?

The stock option granted to the Polaris CFO vests in three equal installments. The scheduled vesting dates are February 9, 2027, February 8, 2028, and February 13, 2029, aligning the award with a multi‑year executive retention and performance horizon.

How many Polaris (PII) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, the Polaris CFO directly holds 96,697.25 shares of common stock. He also beneficially owns 71,552 stock options and a remaining balance of deferred stock units that can convert into additional common shares under the SERP.

What is the role of deferred stock units in Polaris (PII) CFO compensation?

Deferred stock units (DSUs) give the CFO the right to receive one Polaris common share per unit at settlement. Under the SERP, he elected quarterly distributions of one share per DSU, with small DSU-to-share conversions reported over time and subject to plan transfer provisions.

Why were some Polaris (PII) deferred stock unit distributions reported on a delayed basis?

The filing states that quarterly distributions of Polaris common stock from the SERP were reported late due to administrative error. These distributions convert deferred stock units into shares, one-for-one, and the company attributes the timing issue to administration rather than a change in award terms.