Shotwell Defers Retainer into 496.51 Common Stock Equivalents for Polaris (PII)

Rhea-AI Filing Summary

Gwynne Shotwell, a director of Polaris Inc. (PII), had 496.51 Common Stock Equivalents (CSEs) credited to her account under the companys Deferred Compensation Plan for Directors on 10/01/2025 after she elected to defer her quarterly cash retainer. Each CSE may be settled in one share of common stock and the transaction is reported at a price of $61.68 per share. The filing shows 24,483.8 shares beneficially owned following the transaction; that total includes the newly credited 496.51 CSEs and 269.83 CSEs/deferred stock units acquired under the plans dividend reinvestment feature. The Form 4 was signed via attorney-in-fact on 10/02/2025.

Positive

• 496.51 Common Stock Equivalents credited to director under Deferred Compensation Plan
• Post-transaction beneficial ownership reported at 24,483.8 shares, including 269.83 units from dividend reinvestment

Negative

• None.

Insights

Corporate Governance Analyst

Director deferred cash to equity: 496.51 CSEs credited on 10/01/2025.

This Form 4 records a director-level deferral election under Polariss Deferred Compensation Plan for Directors, converting a quarterly cash retainer into 496.51 Common Stock Equivalents that may convert to one share each. The filing lists a post-transaction beneficial ownership of 24,483.8 shares, which includes 269.83 additional units from dividend reinvestment.

From a governance perspective, electing to defer cash into equity aligns the directors compensation with shareholder equity exposure. The report is a routine disclosure of insider ownership changes and includes the transaction price reported as $61.68.

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
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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).

1. Name and Address of Reporting Person^*

Shotwell Gwynne

(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	24,483.8(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 269.83 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 did Gwynne Shotwell report on the Form 4 for Polaris (PII)?

The Form 4 reports the crediting of 496.51 Common Stock Equivalents to Gwynne Shotwells account under the Deferred Compensation Plan for Directors on 10/01/2025.

How many shares does Shotwell beneficially own after the transaction?

The filing shows 24,483.8 shares beneficially owned following the reported transaction.

Why were the Common Stock Equivalents credited to the director?

They were credited in connection with the reporting persons election to defer receipt of her quarterly cash retainer into the companys Deferred Compensation Plan for Directors.

What price is listed for the reported transaction?

The transaction is reported at a price of $61.68 per share.

When was the Form 4 filed and who signed it?

The Form 4 reflects the transaction dated 10/01/2025 and was signed via attorney-in-fact on 10/02/2025.