Polaris (NYSE: PII) SVP-CHRO defers 3,543 shares into deferred stock units

Rhea-AI Filing Summary

Polaris Inc. executive James P. Williams, SVP-CHRO, reported a compensation-related share deferral. On 01/30/2022, upon vesting of restricted stock units, he disposed of 3,543 shares of Polaris common stock to the issuer and simultaneously acquired 3,543 deferred stock units under the company’s Supplemental Retirement Savings Plan.

Each deferred stock unit represents the right to receive one share of Polaris common stock at a future settlement date elected under the Supplemental Executive Retirement Plan. After these transactions, Williams directly held 45,102 shares of common stock and 34,104 deferred stock units. The deferral was reported on a delayed basis due to an administrative error.

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^*

Williams James P

(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)
	SVP-CHRO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2022

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	01/30/2022		D		3,543(1)	D	(2)	45,102	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
Deferred Stock Units	(2)	01/30/2022		A		3,543(1)		(3)	(3)	Common Stock	3,543	(2)	34,104	D

Explanation of Responses:

1. Upon the vesting of restricted stock units granted to the reported person, the reported person deferred the receipt of 3,543 shares of common stock and received instead 3,543 deferred stock units pursuant to the Issuer's Supplemental Retirement Savings Plan ("SERP"). The deferral is being reported on a delayed basis due to administrative error.

2. Each deferred stock unit represents the right to receive one (1) share of the Issuer's common stock, and is received in exchange for one (1) restricted stock unit upon the vesting of such restricted stock unit.

3. 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.

Remarks:

	Sarah Maveus, Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Polaris (PII) report for James P. Williams?

Polaris reported that SVP-CHRO James P. Williams disposed of 3,543 shares of common stock to the issuer and acquired 3,543 deferred stock units. The transaction reflects a deferral of vested restricted stock units into the company’s retirement savings plan, not an open-market sale or purchase.

What are the key details of James P. Williams’ deferred stock unit grant at Polaris (PII)?

On 01/30/2022, Williams received 3,543 deferred stock units at a price of $0.00 per unit. Each unit entitles him to one share of Polaris common stock at settlement, under the company’s executive retirement plans, replacing an equivalent number of vested restricted stock units.

How many Polaris (PII) shares and deferred stock units does James P. Williams hold after this Form 4?

Following the reported transactions, Williams directly owned 45,102 shares of Polaris common stock and 34,104 deferred stock units. These holdings reflect his ongoing equity-based compensation, including the 3,543 restricted stock units that were deferred into deferred stock units on 01/30/2022.

Did James P. Williams sell Polaris (PII) shares on the open market in this Form 4?

No, the Form 4 shows a disposition of 3,543 common shares to the issuer and a matching acquisition of 3,543 deferred stock units. This represents an internal deferral of compensation under Polaris retirement plans, not an open-market sale or purchase of stock.

How do Polaris (PII) deferred stock units reported for James P. Williams work?

Each deferred stock unit gives Williams the right to receive one Polaris common share at a future settlement date he elected under the Supplemental Executive Retirement Plan. The units can later be moved into an alternative investment account after six months and one day.

Why was the Polaris (PII) share deferral for James P. Williams reported late?

The footnotes state that the 3,543-share deferral into deferred stock units was reported on a delayed basis due to administrative error. Despite the delay, the filing clarifies the original transaction date as 01/30/2022 and explains its compensation-related nature.