[Form 4] Polaris Inc. Insider Trading Activity

Rhea-AI Filing Summary

GBank Financial Holdings Inc. (GBFH) has released its 2025 Definitive Proxy Statement in advance of the virtual Annual Meeting scheduled for 2:00 p.m. PT on Friday, 1 August 2025. Only holders of the 14,042,011 outstanding shares of common stock as of the 13 June 2025 record date are entitled to vote.

Key voting items

• Proposal 1 – Election of three Class III directors (Kathryn S. Lever, Todd A. Nigro, Alan C. Sklar) to serve until the 2028 AGM. Directors are elected by plurality; cumulative voting is not permitted.
• Proposal 2 – Ratification of RSM US LLP as independent registered public accounting firm for fiscal year ending 31 Dec 2025. Requires majority of votes cast.

The Board unanimously recommends shareholders vote FOR all proposals. Proxies are solicited by the Board and may be voted via mail, internet, telephone, or at the meeting platform (Zoom ID 856 1782 9948; password 066066).

Corporate governance highlights

• Board size fixed at ten; currently 60 % (6/10) independent under Nasdaq rules.
• Separate Chair (Edward M. Nigro) and CEO (T. Ryan Sullivan) roles; majority-independent Audit, Compensation, and Nominating & Governance Committees.
• Audit Committee chaired by Kathryn S. Lever; Lever and Charles W. Griege, Jr. are designated “audit committee financial experts.”
• Average 2024 Board attendance exceeded 75 % except for Ms. Lever.
• Virtual-only meeting structure is allowed under Nevada law, expected to reduce cost and expand access.

Executive compensation (FY 2024)

• Executive Chairman Edward M. Nigro: total comp $829k (base $250k; bonus $194k; stock $366k; other $20k).
• CEO T. Ryan Sullivan: total comp $1.0 m (base $400k; bonus $194k; stock $366k; other $43k).
• EVP & Chief SBA Officer Nancy M. DeCou: total comp $4.37 m, driven by $4.00 m in SBA-related commissions.

The company qualifies as an “emerging growth company” and therefore provides scaled disclosure; no Say-on-Pay vote is required this year.

Notable operational context from biographies

• GBFH shares began trading on Nasdaq in 2025; the bank has appeared on OTCQX “Best 50” for three consecutive years and S&P’s Top-100 community bank list (2016-2022).
• The bank continues to expand its Gaming FinTech initiatives, including launch of a Visa credit card tailored to the gaming sector (2022).

Shareholders can access full proxy materials, the 2024 Annual Report and voting instructions at www.gbankfinancialholdings.com/annual-meeting.

Positive

• Majority-independent board with fully independent key committees enhances oversight credibility.
• Separate Chair and CEO structure supports balanced governance and mitigates key-person risk.
• Virtual-only AGM format may improve shareholder participation while reducing costs.

Negative

• Family relationship on the board (Executive Chair Edward Nigro and Vice-Chair/Director Todd Nigro) may limit true independence.
• Director attendance shortfall – Kathryn S. Lever attended fewer than 75 % of 2024 meetings.
• Disproportionate compensation – EVP DeCou’s $4 m commission-based pay could raise incentive-risk concerns.

Insights

Corporate Governance Expert

TL;DR – Routine ballot, majority-independent board, but family ties and meeting attendance gap temper governance strength.

The proxy outlines a fairly standard two-item agenda: staggered board elections and auditor ratification. Six of ten directors meet Nasdaq independence standards, committees are properly constituted, and audit-committee financial-expert requirements are satisfied. Separation of Chair and CEO roles is positive, yet concentration of influence within the Nigro family (Executive Chair Edward and Vice-Chair/Secretary Todd) and the re-nomination of Todd as a Class III director weaken perceived independence. Kathryn Lever’s sub-75 % attendance and her simultaneous roles on multiple audit-critical committees may draw ISS attention. Overall governance posture is adequate for a community-bank peer set, but investors focused on best-practice independence may withhold on Proposal 1 for leverage.

Portfolio Manager

TL;DR – No market-moving items; proxy confirms continuity and stable oversight.

From an investment perspective, the filing contains no new financial outlook, capital actions, or strategic transactions. Auditor ratification is typically non-controversial, and director elections maintain a steady board composition. Compensation appears in line with peers except for the outsized SBA-commission component for EVP DeCou, which is tied to robust SBA originations—important given community-bank revenue drivers. Nasdaq uplisting and FinTech initiatives are reiterated in biographies but were previously disclosed. Shareholder dilution is not at issue; no new equity plans are proposed. I classify the proxy as non-impactful to near-term valuation.

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^*

KESSLER BERND F

(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)
07/01/2025

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	07/01/2025		A		738.24	A	$44.87	55,502.3(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 738.24 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 738.24 newly acquired CSEs, and 873.62 CSEs and deferred stock units acquired pursuant to the dividend reinvestment feature of the DC Plan.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	07/02/2025
	** 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

When and how can GBFH shareholders attend the 2025 virtual annual meeting?

The meeting is at 2:00 p.m. PT on 1 Aug 2025 via Zoom (ID 856 1782 9948, password 066066); log in 15 minutes early.

What items are up for vote at GBank Financial Holdings' 2025 AGM?

Shareholders will vote to elect three Class III directors and to ratify RSM US LLP as 2025 independent auditor.

How many shares are entitled to vote at the GBFH 2025 AGM?

14,042,011 shares of common stock outstanding as of the 13 June 2025 record date are eligible.

Is the GBFH board considered independent under Nasdaq rules?

Yes, 6 of 10 directors are independent; Audit, Compensation, and Nominating committees are fully independent.

What was CEO T. Ryan Sullivan's total compensation for 2024?

Mr. Sullivan received $1.0 million, including $400k salary, $194k bonus, $366k stock awards, and $43k other compensation.

Who are the nominees for Class III director seats in 2025?

The board has nominated Kathryn S. Lever, Todd A. Nigro, and Alan C. Sklar.