Polaris (NYSE: PII) president withholds shares to cover taxes on awards

Rhea-AI Filing Summary

Polaris Inc. President Michael D. Dougherty reported routine share withholding tied to equity compensation. On February 1, 2026, 815 shares of common stock were withheld at $63.84 per share to cover taxes on a vested restricted stock award, leaving him with 43,486 directly held shares. On February 2, 2026, a further 8,111 shares were withheld at $63.84, after which he directly owned 35,375 shares.

He also reports indirect beneficial ownership, including 3,868 shares held by his daughter, 3,840 by his son, 28,299 in his spouse's revocable trust, and an estimated 4,733 shares in his ESOP fund as of February 1, 2026.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Dougherty Michael D.

Role President - On Road and Int'l

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	8,111	$63.84	$518K
Tax Withholding	Common Stock	815	$63.84	$52K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 35,375 shares (Direct); Common Stock — 3,868 shares (Indirect, by daughter)

Footnotes (1)

1. Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock award. Shares held by daughter in a transfer of death account of which the beneficiary is the reporting person's spouse's revocable trust. The reporting person and his spouse are trustees of the revocable trust, and the reporting person and his spouse, or other members of their family, are the beneficiaries. Shares held by son in a transfer of death account of which the beneficiary is the reporting person's spouse's revocable trust. The reportingperson and his spouse are trustees of the revocable trust, and the reporting person and his spouse, or other members of their family, are thebeneficiaries. Shares held in a revocable trust of which the reporting person and his spouse are trustees, and the reporting person and his spouse, or other members of their family, are the beneficiaries. Estimate of the number of shares held in the reporting person's ESOP fund as of February 1, 2026.

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

X

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^*

Dougherty Michael D.

(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)
	President - On Road and Int'l

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		F		815(1)	D	$63.84	43,486	D
Common Stock	02/02/2026		F		8,111(1)	D	$63.84	35,375	D
Common Stock								3,868	I	by daughter(2)
Common Stock								3,840	I	by son(3)
Common Stock								28,299	I	By spouse's trust(4)
Common Stock								4,733(5)	I	ESOP

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. Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a restricted stock award.

2. Shares held by daughter in a transfer of death account of which the beneficiary is the reporting person's spouse's revocable trust. The reporting person and his spouse are trustees of the revocable trust, and the reporting person and his spouse, or other members of their family, are the beneficiaries.

3. Shares held by son in a transfer of death account of which the beneficiary is the reporting person's spouse's revocable trust. The reportingperson and his spouse are trustees of the revocable trust, and the reporting person and his spouse, or other members of their family, are thebeneficiaries.

4. Shares held in a revocable trust of which the reporting person and his spouse are trustees, and the reporting person and his spouse, or other members of their family, are the beneficiaries.

5. Estimate of the number of shares held in the reporting person's ESOP fund as of February 1, 2026.

Remarks:

	/s/ Sarah Maveus, as attorney-in-fact	02/04/2026
	** 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 (PII) report for Michael D. Dougherty?

Polaris reported that President Michael D. Dougherty had company shares withheld to cover taxes on vested restricted stock awards. Transactions on February 1 and 2, 2026 used transaction code F, indicating tax withholding rather than an open-market sale.

How many Polaris (PII) shares were withheld for Michael Dougherty’s taxes and at what price?

On February 1, 2026, 815 Polaris common shares were withheld at $63.84 each. On February 2, 2026, 8,111 additional shares were withheld at the same $63.84 price, all to satisfy tax obligations from restricted stock vesting.

How many Polaris (PII) shares does Michael Dougherty own directly after these transactions?

After the February 2, 2026 tax-withholding transaction, Michael Dougherty directly owned 35,375 Polaris common shares. Following the earlier February 1, 2026 withholding event, his directly held balance had been 43,486 shares before the second withholding reduced it further.

What indirect Polaris (PII) share holdings are reported for Michael Dougherty’s family and trusts?

Indirectly, the filing shows 3,868 shares held by his daughter, 3,840 by his son, and 28,299 in his spouse’s revocable trust. These accounts list the family as beneficiaries, with Dougherty and his spouse serving as trustees of the revocable trust.

What Polaris (PII) shares are reported for Michael Dougherty through the ESOP?

The filing estimates that Michael Dougherty holds 4,733 Polaris shares in his ESOP fund as of February 1, 2026. This amount is reported as an approximate balance and is separate from his directly held and other indirectly held family and trust shares.

What does transaction code F mean in the Polaris (PII) Form 4 for Michael Dougherty?

Transaction code F indicates shares were withheld to pay taxes on the vesting of restricted stock, not sold in the open market. In this case, Polaris withheld shares from Michael Dougherty’s awards at $63.84 per share to satisfy his tax obligations.