Form 4: Polaris Director Defers Compensation, Acquires Stock Equivalents

Polaris Inc. Director Gwynne Shotwell acquired 460.66 common stock equivalents through a deferred compensation plan, increasing her beneficial ownership to 25,185.2 units.

Summary

• Gwynne Shotwell, a Director of Polaris Inc. (PII), acquired 460.66 Common Stock Equivalents (CSEs) on January 2, 2026.
• The acquisition was made at a price of $66.48 per CSE.
• This transaction resulted from Ms. Shotwell's election to defer her quarterly cash retainer payment under the Company's Deferred Compensation Plan for Directors (DC Plan).
• Following this transaction, Ms. Shotwell's total beneficial ownership stands at 25,185.2 CSEs.
• The reported total includes the newly acquired 460.66 CSEs, along with 240.74 CSEs and deferred stock units previously acquired through the DC Plan's dividend reinvestment feature.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The sentiment is positive as a director is increasing their equity stake in the company by deferring cash compensation, signaling confidence and aligning interests with shareholders. The transaction being pre-planned under Rule 10b5-1 adds to the routine and expected nature, but the underlying action is still favorable.

Positives

• A Director, Gwynne Shotwell, increased her beneficial ownership in Polaris Inc. by acquiring 460.66 Common Stock Equivalents.
• The acquisition was a result of deferring cash compensation into company equity, demonstrating alignment of the director's interests with shareholders.
• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-planned and systematic approach to equity ownership.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

Insider transactions, particularly those involving directors deferring cash compensation into equity, are common across industries. Such actions are generally viewed as a positive signal, indicating management's confidence in the company's long-term prospects and aligning their financial interests with those of shareholders.

Related Party Transactions

• Director Gwynne Shotwell deferred her quarterly cash retainer payment, resulting in the crediting of 460.66 Common Stock Equivalents to her account under the Company's Deferred Compensation Plan for Directors.

Stakeholder Impact

• Shareholders: The increase in a director's equity ownership through deferred compensation can be seen as a positive sign, indicating management's commitment and alignment with shareholder interests.

Key Dates

Keywords

Polaris, PII, Insider Transaction, Form 4, Director, Stock Acquisition, Deferred Compensation, Equity Ownership, Rule 10b5-1