Winings Matthew S 4

What Happened
Matthew S. Winings, SVP, General Counsel and Secretary of Polaris Inc. (PII), was reported on Form 4 to have received awards/acquisitions on 2026-01-28 totaling 43,585 shares. The filing shows 9,240 shares acquired at a reported price of $64.94 per share (total value $600,046) and 34,345 derivative shares reported with a $0.00 per-share price (no immediate cash reported). These were award-type acquisitions (transaction code A), not open-market purchases or sales.

Key Details

• Transaction date: January 28, 2026. Filing date: January 30, 2026 (timely filed).
• Reported items:
  • 9,240 shares @ $64.94 — value reported $600,046.
  • 34,345 derivative shares @ $0.00 — reported as a derivative award.
• Vesting/plan notes:
  • F1: Estimate of number of shares held in the reporting person's ESOP fund as of Jan 28, 2026 (unit accounting; balance varies with Polaris share price).
  • F2: An option referenced in the filing vests in three equal installments on Feb 9, 2027; Feb 8, 2028; and Feb 13, 2029.
• Shares owned after the transactions are not specified in the supplied summary of the filing.
• Transaction type: Award/grant (A) — not a sale. No 10b5-1 or gift code indicated.

Context

• The award/derivative entries likely represent equity compensation (e.g., restricted stock units or option-related awards) rather than an outright cash purchase. The $0.00 per-share line indicates a derivative award rather than a market purchase price.
• Vesting dates in the footnote mean the derivative portion is subject to future vesting; this is a compensation/retention event, not an immediate market signal.
• Purchases are often seen as more indicative of insider conviction; this filing documents company-granted compensation (routine for executives).