Williams James P 4

What Happened

• James P. Williams, Senior Vice President & Chief Human Resources Officer at Polaris (PII), had 3,543 restricted stock units (RSUs) vest on 2022-01-30. Instead of receiving shares, he deferred receipt into 3,543 deferred stock units under Polaris’s Supplemental Executive Retirement Plan (SERP). The Form 4 reports a disposition to the issuer of 3,543 shares and a simultaneous acquisition (derivative) of 3,543 deferred stock units. No price or cash value was reported for these entries.

Key Details

• Transaction date: 2022-01-30 (reported on Form 4 filed 2026-02-13 — delayed reporting due to administrative error).
• Reported codes: D (disposition to issuer) for 3,543 shares; A (award/acquisition, derivative) for 3,543 deferred stock units.
• Price: N/A (no cash sale or market trade).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Notable footnotes:
  • F1: The deferral of the vested RSUs into 3,543 deferred stock units under the SERP was reported late due to administrative error.
  • F2: Each deferred stock unit equals the right to one share of common stock, exchanged 1:1 for a vested RSU.
  • F3: At the elected settlement date under the SERP, each deferred unit is payable as one share; deferred units may be moved into an alternative investment account after six months and one day.

Context

• This was not a market purchase or sale — it’s an administrative deferral of vested RSUs into a retirement plan vehicle. Such deferrals are common for tax or retirement planning and do not directly signal buying or selling intent in the open market.
• The filing was made well after the transaction date; delayed reporting reduces near-term transparency but does not change the underlying economics of the deferral.