Polaris (PII) director defers cash retainer into 492 stock equivalents

Rhea-AI Filing Summary

Polaris Inc. director Gwenne A. Henricks received an equity-based compensation award instead of cash. She acquired 492.43 Common Stock Equivalents at a reference price of $64.73 per share by deferring her quarterly cash retainer into the company's Deferred Compensation Plan for Directors.

Each Common Stock Equivalent may be settled in one share of common stock in the future. After this award and prior accruals, including amounts from the plan's dividend reinvestment feature, her direct holdings under this plan total 40,789.69 units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Henricks Gwenne A.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	492.43	$64.73	$32K

Holdings After Transaction: Common Stock — 40,789.69 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Equity units granted: 492.43 Common Stock Equivalents Reference price per unit: $64.73 per share Total units after transaction: 40,789.69 units +1 more

4 metrics

Equity units granted 492.43 Common Stock Equivalents Credited for deferred quarterly cash retainer

Reference price per unit $64.73 per share Price reported for Common Stock equivalents

Total units after transaction 40,789.69 units Holdings under Deferred Compensation Plan following award

Dividend reinvestment units 375.56 units CSEs and deferred stock units from dividend reinvestment feature

Key Terms

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

4 terms

Common Stock Equivalents (CSEs) financial

"The reported transaction involved the crediting of 492.43 Common Stock Equivalents (CSEs), each of which may be settled in one share of common stock"

Deferred Compensation Plan for Directors (DC Plan) financial

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

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"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:11 PM Accepted by SEC EDGAR 07/02/2026 - 04:11 PM Learn about SEC filing dates

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^*

Henricks Gwenne A.

(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)
07/01/2026

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	07/01/2026		A		492.43	A	$64.73	40,789.69(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 492.43 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 492.43 newly acquired CSEs, and 375.56 CSEs and deferred stock units acquired pursuant to the dividend reinvestment feature of the DC Plan.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	07/02/2026
	** 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 insider transaction did Polaris Inc. (PII) report for Gwenne A. Henricks?

Polaris reported that director Gwenne A. Henricks acquired 492.43 Common Stock Equivalents as a compensation award. She deferred her quarterly cash retainer into the Deferred Compensation Plan for Directors, receiving equity units that may later be settled in Polaris common stock.

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

No, the Polaris transaction was not an open-market purchase. It was a grant of 492.43 Common Stock Equivalents under a director deferred compensation plan, reflecting conversion of a quarterly cash retainer into equity-based units, rather than buying existing shares in the market.

How many Polaris (PII) units does Gwenne A. Henricks hold after this Form 4?

After this transaction, Gwenne A. Henricks holds 40,789.69 units tied to Polaris. This total includes the 492.43 newly credited Common Stock Equivalents plus previously accumulated CSEs and deferred stock units, including those received through the plan’s dividend reinvestment feature.

What are Common Stock Equivalents in the Polaris (PII) director plan?

Polaris Common Stock Equivalents are bookkeeping units under the director deferred compensation plan. Each CSE may be settled in one share of Polaris common stock, allowing directors to defer cash retainers into equity-like units that track the company’s common stock.

How were dividends handled for Gwenne A. Henricks’ Polaris (PII) deferred units?

Dividends on deferred units were reinvested through the plan’s dividend reinvestment feature. The total of 40,789.69 units includes 375.56 Common Stock Equivalents and deferred stock units credited earlier as dividends were automatically reinvested within the director deferred compensation plan.