Polaris Inc. (PII) director adds 460.66 stock equivalents in Form 4 filing

Rhea-AI Filing Summary

Polaris Inc. director reported an automatic acquisition of equity under a deferred compensation arrangement. On 01/02/2026, the reporting person was credited with 460.66 Common Stock Equivalents (CSEs) at a reference price of $66.48 per share in lieu of receiving a quarterly cash retainer payment. Each CSE may be settled in one share of Polaris common stock under the company’s Deferred Compensation Plan for Directors.

Following this transaction, the reporting person beneficially owned 25,185.2 common shares or equivalents in direct form. The total includes the newly acquired 460.66 CSEs and 240.74 additional CSEs and deferred stock units credited through the plan’s dividend reinvestment feature.

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

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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^*

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)
01/02/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		A		460.66	A	$66.48	25,185.2(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 460.66 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 460.66 newly acquired CSEs, and 240.74 CSEs and deferred stock units acquired pursuant to the dividend reinvestment feature of the DC Plan.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	01/05/2026
	** 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.

FAQ

What insider transaction did Polaris Inc. (PII) report in this Form 4?

A Polaris Inc. director reported automatic acquisition of 460.66 Common Stock Equivalents (CSEs) on 01/02/2026 under the Deferred Compensation Plan for Directors.

At what price were the Polaris Inc. (PII) Common Stock Equivalents credited?

The 460.66 Common Stock Equivalents were credited at a reference price of $66.48 per share in connection with the director’s deferred quarterly cash retainer.

How many Polaris Inc. (PII) shares or equivalents does the director own after this transaction?

After the reported transaction, the director beneficially owned 25,185.2 Polaris common shares or equivalents in direct form, as shown in column 5 of Table I.

What is a Common Stock Equivalent (CSE) in the Polaris Inc. (PII) director plan?

Each Polaris Common Stock Equivalent (CSE) may be settled in one share of common stock and is credited under the Deferred Compensation Plan for Directors.

Why did the Polaris Inc. (PII) director receive CSEs instead of cash?

The director elected to defer their quarterly cash retainer payment, resulting in crediting of 460.66 CSEs to their account under the company’s Deferred Compensation Plan for Directors.

How were additional Polaris Inc. (PII) deferred units created for the director?

The total in column 5 includes 240.74 CSEs and deferred stock units that were acquired through the dividend reinvestment feature of the Deferred Compensation Plan.