Polaris (PII) SVP shifts 34,104 deferred stock units within SERP

Rhea-AI Filing Summary

Polaris Inc. senior vice president and chief human resources officer James P. Williams reported an internal retirement-plan transaction involving deferred stock units. On the company’s Supplemental Executive Retirement Plan, he executed an exempt discretionary transaction under Rule 16b-3(f), transferring the value of 34,104 deferred stock units into another investment option within the plan at a deemed price of $69.08 per unit. Each deferred stock unit represents the right to receive one share of Polaris common stock at the settlement date elected under the plan, so this filing reflects a reallocation within the plan rather than an open-market purchase or sale of Polaris shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Williams James P

Role SVP-CHRO

Type	Security	Shares	Price	Value
I	Deferred Stock Units	34,104	$0.00	--

Holdings After Transaction: Deferred Stock Units — 0 shares (Direct, null)

Footnotes (1)

1. Each deferred stock unit represents the right to receive one share of the Issuer's common stock. 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. Pursuant to an exempt Discretionary Transaction under Rule 16b-3(f), the reporting person transferred the value of 34,104 deferred stock units, inclusive of fees, held under the SERP into another investment within the SERP, at a deemed price per unit of $69.08.

Key Figures

Deferred stock units transferred: 34,104 units Deemed price per unit: $69.08 per unit Underlying common stock rights: 1 share per unit +2 more

5 metrics

Deferred stock units transferred 34,104 units Value moved within SERP under discretionary transaction

Deemed price per unit $69.08 per unit Used to value transfer of deferred stock units in SERP

Underlying common stock rights 1 share per unit Each deferred stock unit equals one Polaris common share at settlement

Deferred stock units following transaction 0 units Total deferred stock units reported after the discretionary transaction

Transaction date 2026-05-28 Date of discretionary SERP transaction

Key Terms

Deferred Stock Units, Supplemental Executive Retirement Plan, Discretionary Transaction, Rule 16b-3(f), +1 more

5 terms

Deferred Stock Units financial

"Each deferred stock unit represents the right to receive one share"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Supplemental Executive Retirement Plan financial

"under the Issuer's Supplemental Executive Retirement Plan ("SERP")"

Discretionary Transaction regulatory

"Pursuant to an exempt Discretionary Transaction under Rule 16b-3(f)"

Rule 16b-3(f) regulatory

"Pursuant to an exempt Discretionary Transaction under Rule 16b-3(f)"

deemed price per unit financial

"at a deemed price per unit of $69.08"

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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^*

Williams James P

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

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

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	(1)	05/28/2026		I			34,104	(2)	(2)	Common Stock	34,104	(3)	0	D

Explanation of Responses:

1. Each deferred stock unit represents the right to receive one share of the Issuer's common stock.

2. 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.

3. Pursuant to an exempt Discretionary Transaction under Rule 16b-3(f), the reporting person transferred the value of 34,104 deferred stock units, inclusive of fees, held under the SERP into another investment within the SERP, at a deemed price per unit of $69.08.

Remarks:

	Sarah Maveus, Attorney-in-Fact	06/01/2026
	** 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 (PII) report for James P. Williams?

Polaris reported that SVP-CHRO James P. Williams made an internal discretionary transaction in the Supplemental Executive Retirement Plan, transferring the value of 34,104 deferred stock units into another plan investment, rather than buying or selling Polaris shares in the open market.

How many Polaris (PII) deferred stock units were involved in the Form 4?

The Form 4 shows 34,104 deferred stock units. Each deferred stock unit represents the right to receive one share of Polaris common stock, so this number equals potential future shares deliverable under the Supplemental Executive Retirement Plan, subject to the elected settlement terms.

Was the Polaris (PII) insider transaction an open-market trade?

No, the transaction was not an open-market trade. It was an exempt discretionary transaction under Rule 16b-3(f), moving the value of deferred stock units between investment alternatives inside Polaris’s Supplemental Executive Retirement Plan, with no direct market purchase or sale of shares.

What price per unit was used in the Polaris (PII) deferred stock unit transfer?

The transfer used a deemed price of $69.08 per deferred stock unit. This price applied to 34,104 deferred stock units when their value was shifted from deferred stock units into another investment alternative within Polaris’s Supplemental Executive Retirement Plan structure.

What do Polaris (PII) deferred stock units entitle the holder to receive?

Each Polaris deferred stock unit entitles the holder to receive one share of common stock at the settlement date elected under the Supplemental Executive Retirement Plan. The units can later be moved into another SERP investment account after a specified holding period.