Polaris (PII) director Bernd Kessler receives 2,641 deferred stock units as equity pay

Rhea-AI Filing Summary

KESSLER BERND F reported acquisition or exercise transactions in this Form 4 filing.

Polaris Inc. director Bernd F. Kessler received a grant of deferred stock units as equity compensation. The award covers 2,641 deferred stock units valued at $66.27 per unit, granted under the Amended & Restated Polaris Inc. 2024 Omnibus Incentive Plan and credited to the Company's Deferred Compensation Plan for Directors.

Each deferred stock unit may be settled in one share of common stock. Following this award, Kessler directly holds a total of 61,717.77 shares of Polaris common stock, reflecting a routine, compensation-related increase rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider KESSLER BERND F

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,641	$66.27	$175K

Holdings After Transaction: Common Stock — 61,717.77 shares (Direct, null)

Footnotes (1)

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Key Figures

Deferred stock units granted: 2,641 units Grant value per unit: $66.27 per unit Total shares after transaction: 61,717.77 shares

3 metrics

Deferred stock units granted 2,641 units Grant under 2024 Omnibus Incentive Plan

Grant value per unit $66.27 per unit Value used for reported grant on April 30, 2026

Total shares after transaction 61,717.77 shares Direct Polaris common stock holdings after grant

Key Terms

deferred stock units, Amended & Restated Polaris Inc. 2024 Omnibus Incentive Plan, Deferred Compensation Plan for Directors

3 terms

deferred stock units financial

"The reported transaction involved the crediting of 2,641 deferred stock units granted under the Amended & Restated Polaris Inc. 2024 Omnibus Incentive Plan"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Amended & Restated Polaris Inc. 2024 Omnibus Incentive Plan financial

"deferred stock units granted under the Amended & Restated Polaris Inc. 2024 Omnibus Incentive Plan"

Deferred Compensation Plan for Directors financial

"each of which may be settled in one share of common stock pursuant to the Company's Deferred Compensation Plan for Directors"

A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.

Form 4 Insider Transactions: What Each Field Means →

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 MINNESOTA 55340

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/30/2026		A		2,641	A	$66.27	61,717.77(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 2,641 deferred stock units granted under the Amended & Restated Polaris Inc. 2024 Omnibus Incentive Plan, each of which may be settled in one share of common stock pursuant to the Company's Deferred Compensation Plan for Directors.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	05/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Polaris (PII) report for Bernd F. Kessler?

Polaris reported that director Bernd F. Kessler received 2,641 deferred stock units as equity compensation. The units were granted under Polaris’ 2024 Omnibus Incentive Plan and credited to the Deferred Compensation Plan for Directors, rather than acquired through an open-market stock purchase.

How many Polaris (PII) shares does Bernd F. Kessler hold after this grant?

After this grant, Bernd F. Kessler directly holds 61,717.77 shares of Polaris common stock. This total includes the impact of the 2,641 newly credited deferred stock units, which each may be settled into one share of Polaris common stock under the company’s plan terms.

Was the Polaris (PII) insider transaction a stock purchase or a compensation grant?

The transaction was a compensation grant, not an open-market purchase. Polaris credited 2,641 deferred stock units to director Bernd F. Kessler under its 2024 Omnibus Incentive Plan and Deferred Compensation Plan for Directors as part of his director compensation structure.

What are deferred stock units in the Polaris (PII) director plan?

Deferred stock units are bookkeeping entries representing the right to receive shares later. For Polaris directors, each of the 2,641 granted units may be settled in one share of common stock under the company’s Deferred Compensation Plan for Directors, aligning director pay with shareholder interests.

At what value were the Polaris (PII) deferred stock units granted to Kessler?

The 2,641 deferred stock units were valued at $66.27 per unit for reporting purposes. This per-unit value is used to quantify the size of the equity grant to director Bernd F. Kessler under Polaris’ Amended & Restated 2024 Omnibus Incentive Plan.