Polaris (NYSE: PII) CFO discloses February 2026 stock sales and tax withholding

Rhea-AI Filing Summary

Polaris Inc. CFO Robert Paul Mack reported several stock transactions involving the company’s common stock. On February 1, 2026 and February 10, 2026, a total of 8,465 shares were disposed of at prices of $63.84 and $67.70 per share to cover tax withholding obligations tied to a restricted stock award. On February 12, 2026, he executed two open‑market sales of 3,963 shares at a weighted average price of $67.08 and 3,823 shares at a weighted average price of $66.57. Following these transactions, he directly owned 80,446.25 shares of Polaris common stock.

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)
02/01/2026

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	02/01/2026		F		1,900(1)	D	$63.84	94,797.25	D
Common Stock	02/10/2026		F		6,565(1)	D	$67.7	88,232.25	D
Common Stock	02/12/2026		S		3,963	D	$67.08(2)	84,269.25	D
Common Stock	02/12/2026		S		3,823	D	$66.57(3)	80,446.25	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

Explanation of Responses:

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

2. Reflects the weighted average price of 3,693 shares of Common Stock sold by the reporting person in multiple transactions on February 12, 2026 with sale prices ranging from $66.88 to $67.48 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. Reflects the weighted average price of 3,823 shares of Common Stock sold by the reporting person in multiple transactions on February 12, 2026 with sale prices ranging from $66.125 to $66.85 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	02/12/2026
	** 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.
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FAQ

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

Polaris reported that CFO Robert Paul Mack disposed of shares through tax-withholding transactions and open-market sales. The transactions occurred in February 2026 and involved Polaris common stock at prices between about $63.84 and $67.70 per share.

How many Polaris (PII) shares did the CFO sell on February 12, 2026?

On February 12, 2026, the CFO sold 3,963 Polaris common shares at a weighted average price of $67.08 and 3,823 shares at a weighted average price of $66.57. Both were reported as open-market or private sale transactions.

Why were some Polaris (PII) shares disposed of in the February 2026 Form 4?

Some shares were withheld to satisfy the reporting person’s tax withholding obligation upon vesting of a restricted stock award. These dispositions are coded as tax-withholding transactions rather than discretionary open-market sales and use existing shares to cover tax liabilities.

What is the reporting person’s role at Polaris (PII)?

The reporting person, Robert Paul Mack, serves as Polaris’s Chief Financial Officer and Executive Vice President – Finance and Corporate Development. His position makes him a Section 16 officer, so his trades in Polaris common stock must be reported on Form 4.

How many Polaris (PII) shares did the CFO own after these transactions?

After the reported February 2026 transactions, the CFO directly owned 80,446.25 shares of Polaris common stock. This figure reflects his holdings immediately following the tax-withholding dispositions and the open-market sales disclosed in the Form 4 filing.

What price ranges applied to the Polaris (PII) stock sales on February 12, 2026?

The reported prices on February 12, 2026 are weighted averages. One sale reflects prices from $66.88 to $67.48 per share, while the other reflects prices from $66.125 to $66.85. Exact breakdowns by price are available upon request to the parties specified.