Dougherty Michael D. 4

What Happened

• Michael D. Dougherty, President — On Road and International at Polaris Inc. (PII), had shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock awards.
• Two withholding transactions: 815 shares on 2026-02-01 at $63.84 each ($52,030) and 8,111 shares on 2026-02-02 at $63.84 each ($517,806). Total withheld: 8,926 shares for approximately $569,836.
• This is a routine tax-withholding disposition (not an open-market sale or a buy) tied to award vesting.

Key Details

• Transaction dates and prices:
  • 2026-02-01: 815 shares @ $63.84 = $52,030 (withheld)
  • 2026-02-02: 8,111 shares @ $63.84 = $517,806 (withheld)
• Shares owned after transaction: not specified in the provided filing excerpt.
• Footnotes of note:
  • F1 — Shares were withheld to satisfy the reporting person's tax withholding obligation on vesting of a restricted stock award.
  • F2–F4 — Several holdings are described as held in transfer-on-death accounts and a revocable trust involving family members/trustees.
  • F5 — An estimate of shares held in the reporting person's ESOP fund as of Feb 1, 2026.
• Filing date: Form 4 filed Feb 4, 2026. The filing contains no late-filing flag in the provided excerpt.

Context

• This transaction is a cashless tax-withholding related to vesting of restricted stock — common and routine for executives receiving equity compensation. It should not be read as an active decision to sell shares on the open market or a direct signal of sentiment.
• For retail investors, purchases or open-market sales are typically more informative than routine withholdings; this filing documents compensation-related withholding only.