Form 4: Polaris Director Defers Compensation into Company Stock Equivalents

Polaris Inc. Director Bernd F. Kessler has elected to defer his quarterly cash retainer, acquiring 738.24 Common Stock Equivalents at $44.87 each, increasing his total beneficial ownership to 55,502.3 units.

Summary

• Bernd F. Kessler, a Director of Polaris Inc. (PII), acquired 738.24 Common Stock Equivalents (CSEs) on July 1, 2025.
• The acquisition price for each CSE was $44.87.
• This transaction resulted from Mr. Kessler's election to defer his quarterly cash retainer payment under the Company's Deferred Compensation Plan for Directors (DC Plan).
• Each Common Stock Equivalent may be settled in one share of Polaris Inc. common stock.
• Following this transaction, Mr. Kessler's total beneficial ownership stands at 55,502.3 units, which includes the newly acquired 738.24 CSEs and an additional 873.62 CSEs and deferred stock units acquired through the DC Plan's dividend reinvestment feature.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The acquisition of Common Stock Equivalents by a director, particularly through a deferred compensation plan, generally indicates confidence in the company's long-term prospects and aligns management interests with shareholders.

Positives

• Director Bernd F. Kessler increased his beneficial ownership in Polaris Inc. by acquiring 738.24 Common Stock Equivalents, demonstrating continued alignment with shareholder interests.
• The transaction was conducted under a Rule 10b5-1(c) plan, indicating a pre-planned and systematic approach to stock acquisition.

Negatives

• NA

Risks

• NA

Future Outlook

NA

Management Comments

• Director Bernd F. Kessler elected to defer receipt of his quarterly cash retainer payment into Common Stock Equivalents.

Industry Context

This insider transaction by a Polaris Inc. director reflects individual confidence in the company's future performance within the powersports and off-road vehicle industry. Such deferrals into equity are common mechanisms for aligning director interests with long-term shareholder value.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• Acquisition of Common Stock Equivalents by Director Bernd F. Kessler through the Company's Deferred Compensation Plan for Directors, representing a standard compensation deferral arrangement.

Stakeholder Impact

• Shareholders: Increased alignment of director interests with shareholder value due to increased equity ownership.

Next Steps

• Continued beneficial ownership of Common Stock Equivalents by Director Bernd F. Kessler.

Key Dates

Keywords

Polaris, PII, Form 4, insider transaction, director compensation, stock equivalents, deferred compensation, common stock