Polaris executive has shares withheld for taxes

Q: Who reported this Form 4 transaction for Polaris Inc. (PII)?

The transaction was reported by Benjamin D. Duke, who serves as President-Marine at Polaris Inc.. He is an officer of the company, not a director or 10% owner, and filed the Form 4 as a single reporting person.

Q: What transaction did Polaris Inc. (PII) officer Benjamin Duke report?

Benjamin D. Duke reported 1,054 shares of Polaris common stock withheld on February 1, 2026. According to the footnote, these shares were withheld to satisfy his tax withholding obligation when a restricted stock award vested.

Q: At what price were the withheld Polaris (PII) shares reported on the Form 4?

The 1,054 withheld shares of Polaris common stock were reported at a price of $63.84 per share. This reflects the value used in connection with satisfying the reporting person’s tax withholding obligation at the time of restricted stock vesting.

Q: What does the Form 4 footnote say about the 1,054 Polaris (PII) shares?

The footnote explains that the 1,054 shares were withheld to satisfy the reporting person’s tax withholding obligation arising from the vesting of a restricted stock award, indicating this was a tax-related withholding rather than an open-market sale.

Q: How are ESOP shares reported for Benjamin Duke in Polaris (PII)?

The filing lists 165 Polaris common shares as held indirectly by Benjamin D. Duke “by ESOP.” A footnote states this is an estimate of the number of shares in his ESOP fund as of February 1, 2026.

Polaris Inc. President-Marine Benjamin D. Duke reported an automatic share withholding tied to equity compensation.

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Rhea-AI Filing Summary

Polaris Inc. President-Marine Benjamin D. Duke reported an automatic share withholding tied to equity compensation. On February 1, 2026, 1,054 shares of common stock were withheld at $63.84 per share to satisfy his tax withholding obligation upon vesting of a restricted stock award.

After this transaction, he beneficially owned 42,976 Polaris common shares directly and an estimated 165 shares indirectly through his ESOP fund as of February 1, 2026.

Insider Trade Summary

Exercise Price or Tax Liability: 1,054 shares

Exercise Price or Tax Liability 2 txns

Insider Duke Benjamin D

Role President-Marine

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	1,054	$63.84	$67K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 42,976 shares (Direct); Common Stock — 165 shares (Indirect, by ESOP)

Footnotes (2)

F1. Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock award.
F2. Estimate of the number of shares held in the reporting person's ESOP fund as of February 1, 2026.

FAQ

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Who reported this Form 4 transaction for Polaris Inc. (PII)?

The transaction was reported by Benjamin D. Duke, who serves as President-Marine at Polaris Inc.. He is an officer of the company, not a director or 10% owner, and filed the Form 4 as a single reporting person.

What transaction did Polaris Inc. (PII) officer Benjamin Duke report?

Benjamin D. Duke reported 1,054 shares of Polaris common stock withheld on February 1, 2026. According to the footnote, these shares were withheld to satisfy his tax withholding obligation when a restricted stock award vested.

At what price were the withheld Polaris (PII) shares reported on the Form 4?

The 1,054 withheld shares of Polaris common stock were reported at a price of $63.84 per share. This reflects the value used in connection with satisfying the reporting person’s tax withholding obligation at the time of restricted stock vesting.

How many Polaris (PII) shares does Benjamin Duke own after the reported transaction?

Following the withholding transaction, Benjamin D. Duke beneficially owned 42,976 Polaris common shares directly. In addition, an estimated 165 shares were held indirectly in his ESOP fund as of February 1, 2026, according to the filing.

What does the Form 4 footnote say about the 1,054 Polaris (PII) shares?

The footnote explains that the 1,054 shares were withheld to satisfy the reporting person’s tax withholding obligation arising from the vesting of a restricted stock award, indicating this was a tax-related withholding rather than an open-market sale.

How are ESOP shares reported for Benjamin Duke in Polaris (PII)?

The filing lists 165 Polaris common shares as held indirectly by Benjamin D. Duke “by ESOP.” A footnote states this is an estimate of the number of shares in his ESOP fund as of February 1, 2026.

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Accepted by SEC EDGAR 02/04/2026 - 07:50 PM EST

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^*

Duke Benjamin D

(Last)

(First)

(Middle)

2100 HIGHWAY 55

(Street)

MEDINA

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)
	President-Marine

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2026		F		1,054⁽¹⁾	D	$63.84	42,976	D
Common Stock								165⁽²⁾	I	by ESOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

2. Estimate of the number of shares held in the reporting person's ESOP fund as of February 1, 2026.

Remarks:

	Sarah Maveus, Attorney-in-Fact	02/04/2026
	** 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.

Source: View Original Filing on SEC EDGAR