pii-20251010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

October 10, 2025

Date of Report (date of earliest event reported)

POLARIS INC.

(Exact name of registrant as specified in its charter)

Delaware

1-11411

41-1790959

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

2100 Highway 55

Medina

Minnesota

55340

(Address of Principal Executive Offices)

(Zip Code)

(763) 542-0500

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	PII	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 Results of Operations and Financial Condition.

On October 13, 2025, Polaris Inc. (the "Company") issued a press release announcing its decision to separate the Indian Motorcycle business (the "Indian Motorcycle Business") from its portfolio and into a standalone business (the "Transaction"). The press release included the Company's preview on its preliminary results for the third quarter ended September 30, 2025.

A copy of the Company’s press release is furnished as Exhibit 99.1 and is attached to this Current Report on Form 8-K.

The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 2.06 Material Impairments.

On October 10, 2025, certain wholly owned subsidiaries of the Company entered into a definitive agreement to sell the Indian Motorcycle Business. Under U.S. generally accepted accounting principles, the Indian Motorcycle Business will be classified as held for sale. Accordingly, the Company will be required to record the assets related to the Indian Motorcycle Business at fair value, less an amount of estimated transaction costs. Further, the Company recorded related impairment charges in the third quarter of 2025. The Company currently expects estimated pre-tax charges of approximately $275 million to $325 million, or approximately $230 million to $280 million net of an expected tax benefit of approximately $45 million. The majority of these charges are expected to be recorded in the fourth quarter of 2025. These charges include future cash expenditures of approximately $100 million. All of the estimates described in Item 2.06 of this Current Report on Form 8-K may change in the future.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transaction Bonus and Separation Benefits Agreement with Michael D. Dougherty

On October 10, 2025, Michael D. Dougherty, President of the Company's On Road and International business notified the Company of his intention to retire from the Company upon the closing of the Transaction and the Company entered into a Transaction Bonus and Separation Benefits Agreement (the "Transaction Bonus and Separation Benefits Agreement") with Mr. Dougherty. The Transaction Bonus and Separation Benefits Agreement provides that, upon the closing of the Transaction, Mr. Dougherty will be eligible to receive (i) a transaction bonus equal to four times his then-current base salary and (ii) his 2025 annual bonus based on the greater of target and actual performance, payable at the same time the Company pays 2025 annual bonuses to its other employees, in each case, subject to Mr. Dougherty remaining continuously employed through the closing of the Transaction. In addition, upon the closing of the Transaction, Mr. Dougherty's equity awards will be treated in accordance with the retirement provisions of the Severance Agreement, dated as of April 30, 2025, by and between the Company and Mr. Dougherty (the "Existing Severance Agreement"), the form of which was filed as Exhibit 10.d to the Company's Form 10-Q for the quarterly period ended March 31, 2025, subject to Mr. Dougherty remaining continuously employed through the closing of the Transaction. Mr. Dougherty will also be eligible to continue to use Company products pursuant to the Company's Active Officer Product Program and be deemed to have retired as of the closing of the Transaction for purposes of the Company's executive retirement benefits and plans.

The foregoing description of the Transaction Bonus and Separation Benefits Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached as Exhibit 10.1 hereto, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Exhibit


10.1						Transaction Bonus and Separation Benefits Agreement, dated October 10, 2025, by and between the Company and Michael D. Dougherty
99.1						Press Release dated October 13, 2025 of Polaris Inc.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date:	October 14, 2025
		POLARIS INC.

		/s/ Robert P. Mack
		Robert P. Mack
		Chief Financial Officer

Exhibit 10.1

TRANSACTION BONUS AND SEPARATION BENEFITS AGREEMENT

This TRANSACTION BONUS AND SEPARATION BENEFITS AGREEMENT (“Agreement”) is made and entered into, as of October 10, 2025, by and between Polaris Industries Inc. (the “Company”) and Michael Dougherty (the “Employee”).

WHEREAS, the Company is exploring a potential, confidential transaction to divest all or substantially all of the equity interests or assets related to the Company’s Indian Motorcycle business (the “Business”), whether pursuant to a merger, joint venture, reorganization or other form of business combination transaction, or series of transactions (the “Transaction”); and

WHEREAS, the Company wishes to pay Employee as contemplated in this Agreement for the Employee’s services to assist with the Transaction.

NOW THEREFORE, the parties agree as follows:

1.Compensation Committee Approval and Transaction Cooperation. Employee’s eligibility to receive any portion of the Transaction Bonus Opportunity (as defined below) set forth in Section 2, the 2025 Profit Sharing Bonus set forth in Section 3 and the equity award treatment described in Section 4 are each conditioned on the satisfaction of the requirements set forth in this Agreement and the determination by the Compensation Committee of the Board of Directors of the Company (the “Committee”), in the Committee’s sole and absolute discretion, that Employee has (a) followed the guidance and directive from the Company’s senior management concerning the Transaction process and the conduct and operation of the business and (b) used best efforts to facilitate the Transaction process, including participating in due diligence activities and management presentations. Notwithstanding any provision to the contrary, at any time prior to the Transaction Closing (as defined below), the Committee may, in its sole and absolute discretion, determine not to pay the Transaction Bonus Opportunity set forth in Section 2, the 2025 Profit Sharing Bonus set forth in Section 3 or provide the treatment of the equity awards as described in Section 4.

2.Transaction Bonus.

(a)Subject to the conditions in Section 1 and this Section 2, upon a Transaction Closing, Employee will be eligible to earn cash bonus payments equal to four times his then-current base salary in the aggregate, less applicable taxes and withholdings (the “Transaction Bonus Opportunity”), subject to Employee remaining Continuously Employed (as defined below) through the Transaction Closing. If Employee remains Continuously Employed until the Transaction Closing, the Company will pay, or cause to be paid, to Employee 100% of the Transaction Bonus Opportunity within 60 days following the date of the Transaction Closing.

(b)If Employee’s employment terminates for any reason prior to the Transaction Closing, Employee will not be entitled to receive any portion of the Transaction Bonus Opportunity.

(c)Notwithstanding anything in this Agreement to the contrary, in an event that the Company in its sole discretion determines that the Transaction Closing will not occur, the Company will pay, or cause to be paid, to Employee 100% of the Transaction Bonus Opportunity, the 2025 Profit Sharing Bonus and the 2026 Profit Sharing Bonus, in each case, as soon as practicable after such decision is made, subject to Employee remaining Continuously Employed through the date such determination is made (the “Determination Date”).

3.Profit Sharing (Bonus).

(a)Subject to the conditions in Section 1 and in this Section 3, upon the Transaction Closing, Employee will be eligible to earn cash payments equal to Employee’s target 2025 annual profit sharing incentive plan opportunity based on the greater of (x) target level performance and (y) actual performance, less applicable taxes and withholdings (the “2025 Profit Sharing Bonus”), which will be paid at the same time that the Company pays 2025 annual profit sharing incentive bonuses to its other employees (but in no event later than March 15, 2026), subject to Employee remaining Continuously Employed with the Company through the Transaction Closing.

(b)For the avoidance of doubt, Employee will not be entitled to any other payments under the Polaris 2015 Profit Sharing Plan or any other bonus or profit sharing plan at any affiliate of the Company with respect to the 2025 calendar year upon a Transaction Closing because Employee will be eligible to earn the 2025 Profit Sharing Bonus under this Section 3. If Employee’s employment terminates for any reason prior to the Transaction Closing, Employee will not be entitled to receive any portion of the 2025 Profit Sharing Bonus.

(c)In addition, upon a Transaction Closing, the Company will pay, or cause to be paid, to the Employee a pro-rata cash payment equal to Employee’s target 2026 annual profit sharing incentive plan opportunity (based on target level performance) (the “2026 Profit Sharing Bonus”), payable within sixty (60) days following the Transaction Closing, subject to Employee remaining Continuously Employed through the Transaction Closing. The prorated portion of the 2026 Profit Sharing Bonus that shall be paid pursuant to this Section 3(c) will be determined based on the number of days Employee worked for the Company during calendar year 2026 between January 1, 2026 and the Transaction Closing.

4.Equity Awards.

(a)Subject to the conditions of Section 1 and this Section 4, upon a Transaction Closing and Employee’s separation from service, with respect to each outstanding equity award (the “Equity Award”), granted under the 2007 Omnibus Incentive Plan, as amended or the 2024 Omnibus Incentive Plan, as applicable, that Employee holds as of the Transaction Closing, including, for the avoidance of doubt, any equity awards granted in 2025, the retirement provisions (the “Retirement Provisions”) set forth in the Severance Agreement, dated April 30, 2025, by and between the Company and the Employee shall become effective, and such awards shall be treated in accordance with the Retirement Provisions as if Employee’s separation from service had been a retirement, subject to Employee remaining Continuously Employed through the Transaction Closing. For the

avoidance of doubt, solely for purposes of this Section 4, the one-year retirement notice requirement in Employee’s outstanding equity award agreements shall not apply and Employee shall be treated, solely for purposes of his outstanding equity awards, as if Employee retired upon the Transaction Closing. Notwithstanding anything in this Agreement to the contrary, in an event that the Company in its sole discretion determines that the Transaction Closing will not occur, upon the Determination Date and subject to Employee remaining Continuously Employed through such date, upon Employee’s separation from service, Employee’s outstanding Equity Awards shall be treated in accordance with the Retirement Provisions.

5.Release. Employee will not be entitled to any such payments under this Agreement unless Employee timely executes and delivers to the Company (and does not revoke), during the period specified by the Company, which will not exceed 45 days after the Transaction Closing, a signed Confidential Release of Claims acceptable to the Company, which will be provided to Employee under separate cover at the time of termination.

6.Definitions.

(a)Continuously Employed. “Continuously Employed” means Employee’s continuous employment with the Company or any of its affiliates through the date specified.

(b)Purchaser. “Purchaser” means the purchaser in the Transaction.

(c)Senior Executive Incentive Plan. “Senior Executive Incentive Plan” means the Polaris Industries Inc. Senior Executive Annual Incentive Compensation Plan, as amended and restated, or any successor plan(s).

(d)Termination Date. “Termination Date” means the date on which the Employee’s employment with the Company is terminated.

(e)Transaction Closing. “Transaction Closing” means, directly or indirectly, the consummation of the Transaction on or before the seven-month anniversary of the execution of the definitive purchase agreement, which is expected to be executed in October 2025.

7.Continued Participation in the Active Officer Product Program and Executive Retirement Benefits or Plans. Employee will be eligible to continue to use Company products, including up to: (i) eight Off Road/On Road products for B2 level officers, (ii) 10 Off Road/On Road products for B1 level officers, (iii) 12 Off Road/On Road products for A2 level officers, and (iv) one boat with clothing and accessories included, in each case, annually and subject to the terms and conditions of the Active Officer Product Program. In addition, solely for purposes of participating in the Company’s executive retirement benefits or plans, as applicable, Employee shall be deemed to have retired as of the Transaction Closing or the Determination Date, as applicable, and, as a result of such deemed retirement, Employee shall be entitled to participate in all of the Company’s executive retirement benefits or plans, as applicable, in effect as of the Transaction Closing.

8.Employee Agreement. Employee understands and agrees that this Agreement does not and will not confer upon Employee any right to be retained in any position, as an employee, officer, consultant, manager or director of the Company, Purchaser, any of their affiliates, or any other entity.

9.Assignment. Employee acknowledges and agrees that this Agreement may be assigned by the Company and, in the event of such an assignment, Employee will be obligated to meet the criteria outlined above to the benefit of Company’s assignee in order to be eligible to receive any payment hereunder.

10.Severability. If any provision of this Agreement or its application to any party or circumstances will be declared void, illegal, or unenforceable, the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable law. In such event, the parties will use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.

11.Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any applicable law, regulation or ruling. To the extent applicable, it is intended that this Agreement will comply with or be exempt from the provisions of Section 409A of the Internal Revenue Code, as amended (the “Code”). If the Employee is a “specified employee” (within the meaning of Section 409A of the Code) on the Termination Date, and if the amount otherwise payable by reason of such Termination Date to the Employee under this Agreement during the six-month period beginning on the Termination Date is nonqualified deferred compensation under Section 409A of the Code, then, to the extent required to comply with Section 409A of the Code, such amounts shall instead be paid at the end of such six-month period. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee any particular tax result for Employee with respect to any payment provided to Employee hereunder, and Employee shall be responsible for any taxes imposed on Employee with respect to any such payment. Each payment under this Agreement shall each be considered a separate payment and not one of a series of payments for purposes of Section 409A of the Code.

12.Interpretation of Agreement. The parties acknowledge that: (a) this Agreement and its reduction to final written form are the result of good faith negotiations between the parties; (b) said parties have carefully reviewed and examined this Agreement before execution by said parties; and (c) any statute or rule of construction that provides that ambiguities are to be resolved against the drafting parties will not be employed in the interpretation of this Agreement. This Agreement will be construed according to and governed by the laws of the State of Minnesota, without giving effect to that State’s conflicts of law provisions.

13.Jurisdiction/Venue and Governing Law. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of Minnesota for purposes of any action or proceeding arising out of or relating to this Agreement. Each party hereby consents to such personal jurisdiction and agrees that venue will lie in the state and federal courts within the State of Minnesota with respect to any claim or cause

of action arising under or relating to this Agreement. Each party hereby waives any objection based upon a forum non-conveniens and waives any objection to the venue of any action instituted hereunder.

14.Counterparts. The parties may execute this Agreement in counterparts, each of which will be deemed an original, and all of which taken together will constitute one and the same instrument. Delivery of an executed counterpart’s signature page of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.

15.Entire Agreement. This Agreement, including the Confidential Release of Claims which are contemplated hereby, contains the entire agreement between the parties on the subject matter herein and supersedes all prior agreements or understandings, written or otherwise, which are expressly hereby agreed to be of no further force or effect, and without regard to, this Agreement. No modification or amendment to this Agreement will be valid or binding unless made in writing and signed by the parties. Employee acknowledges that Employee has not relied upon any statements, promises, or agreements of any kind made to Employee in connection with Employee’s decision to enter into this Agreement except for those contained in this Agreement.

* * * * *

[Signature page to follow]

IN WITNESS WHEREOF, the parties, having read the foregoing Transaction Bonus and Separation Benefits Agreement carefully, and knowing and understanding its contents and effects, sign the same as their own free act and deed.


EMPLOYEE:			Company:
/s/ Michael Dougherty Name: Michael Dougherty			Polaris Industries Inc. /s/ Robert P. Mack Name: Robert P. Mack Title: CEO

Polaris to Separate Indian Motorcycle into a Standalone Company, Will Sell Majority Stake to Carolwood LP

Separation of Indian Motorcycle Sharpens Strategic and Operating Focus for Both Polaris and Indian Motorcycle

Enables Polaris to Concentrate Resources on Most Attractive Areas for Profitable Growth

Sale Expected to be Accretive to Polaris’ Adjusted EBITDA Margins and Adjusted Earnings Per Share

Polaris President of On Road and International Mike Dougherty Announces Intent to Retire

Polaris Provides Preliminary Results for Q3 2025

MINNEAPOLIS (October 13, 2025)— Polaris Inc. (NYSE: PII) (“Polaris” or “the Company”) today announced its decision to separate Indian Motorcycle (“the Business”) from its portfolio and into a standalone business. The Company has entered into a definitive agreement to sell a majority stake in Indian Motorcycle to Carolwood LP, an independent private equity firm founded in 2014 and headquartered in Los Angeles, California. Indian Motorcycle contributed approximately $478 million, or 7.0%, of Polaris’ revenues for the trailing twelve-month period ended June 30, 2025.

Upon close, the transaction is expected to be accretive to Polaris’ annualized adjusted EBITDA by approximately $50 million and to adjusted earnings per share (“EPS”) by approximately $1.00. The close of the transaction is expected to occur in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions. Polaris is confident in Indian Motorcycle’s future success under Carolwood ownership and will maintain a small equity position in the Business after the transaction closes. Additional terms of the deal were not disclosed.

“Polaris and Indian Motorcycle both stand to benefit from this deal, which will enable each business to move faster, deliver industry-leading innovation, and lean further into our respective market strengths,” said Polaris Chief Executive Officer Mike Speetzen. “For Polaris, the sale will further strengthen our focus on the areas of our portfolio that offer the strongest growth potential and allow us to accelerate investments in key initiatives and create wins with customers and dealers. It also will unlock greater long-term value for Polaris and our shareholders, with immediate value creation that we expect will become increasingly meaningful over time.”

Speetzen continued, “Under Polaris’ ownership and investment, Indian Motorcycle has been re-established as a celebrated brand and major player in the global motorcycle market. With its current product portfolio, global dealer network, category expertise and manufacturing resources, the Business is well positioned to succeed as a standalone company with a dedicated focus on its industry. We were highly intentional and selective in our search and planning efforts for Indian Motorcycle’s next chapter of growth. In Carolwood, Indian Motorcycle has a partner that believes in building on the Business’ current momentum and supporting its next stage of success. We are confident and committed to making this a seamless transition for Indian Motorcycle dealers, customers and employees.”

“Indian Motorcycle is an iconic brand built on American heritage, craftsmanship, and most importantly, a community of riders,” said Andrew Shanfeld, Principal at Carolwood. “We’re honored to help usher in its next chapter as an independent company and to support its continued growth as a symbol of

performance and pride. At Carolwood, we target iconic brands that we can passionately impact. Indian Motorcycle allows us to do just that.”

Future Indian Motorcycle Leadership

Carolwood has selected Mike Kennedy to serve as CEO of the new independent Indian Motorcycle organization once the deal closes. A more than 30-year motorcycle industry veteran, Kennedy has a proven track record as a leader in and around the motorcycle industry. He previously served as CEO of RumbleOn, the nation’s largest powersports dealership group; CEO and President of Vance & Hines, a leading manufacturer of high-performance aftermarket motorcycle exhaust systems and accessories; and spent 26 years at Harley-Davidson in various leadership roles.

Adam Rubin, Principal at Carolwood, said, “Indian Motorcycle has defined American motorcycling for over a century, and Carolwood’s role is to ensure that legacy thrives for the next hundred years. Mike Kennedy brings over 30 years of experience leading iconic motorcycle and performance brands and will play a critical role in stewarding Indian Motorcycle’s growth. At Carolwood, we’re deeply committed to preserving what makes Indian Motorcycle special, supporting its growth, and empowering the team to write its next great chapter.”

Continuity for Indian Motorcycle

As a part of the deal, approximately 900 employees will transition as a part of the new Indian Motorcycle Company. Indian Motorcycle will retain the majority of its team, including engineers, designers and staff, along with manufacturing resources. Manufacturing facilities in Spirit Lake, Iowa, and Monticello, Minn., as well as the industrial design and technology center in Burgdorf, Switzerland, will transition to the new standalone motorcycle company as a part of the deal.

Indian Motorcycle will continue to provide sales, service, and support for dealers and customers throughout this transition. After the sale is finalized, Indian Motorcycle will operate independently of Polaris and continue selling motorcycles and parts, garments and accessories (PG&A) and providing service through its global Indian Motorcycle dealer network.

Polaris Leadership Update

Until the transaction closes, Polaris President of On Road and International Mike Dougherty will continue to lead the On Road and International businesses, including Indian Motorcycle, at Polaris. Over the next several months, he will help shepherd Indian Motorcycle in its transition to becoming a standalone company. Dougherty, with a distinguished nearly 28-year career with Polaris, has announced his intent to retire upon the closing of the transaction.

“During his tenure with Polaris, Mike’s passionate leadership is responsible for countless contributions. As a result of his tenacity and guidance, Mike shaped our international business into what it is today, scaling it over the last 25 years and establishing a direct presence in more than fifteen countries. He has expanded our business outside of North America, growing revenue from under $100 million in 2000 to more than $1 billion today, as well as strengthened our On Road businesses within their respective markets, including Indian Motorcycle achieving the No. 1 market share position in the United States for mid-size cruisers last year,” said Speetzen. “More than that, Mike is known for the teams he builds, the talent he cultivates and the culture he fosters, and I want to thank Mike for his dedication to Polaris all these years. We wish him the very best in his future retirement.”

Preliminary View of Polaris Third Quarter Earnings Results

The Company is scheduled to publish its third quarter 2025 results on Tuesday, October 28, 2025. At that time, management will provide additional details regarding today’s announced transaction and quarterly performance.

Commenting on preliminary Third Quarter results, Speetzen said: “As we prepare to report our third quarter results, we’re encouraged by improving retail trends with ORV ex-Youth up low double digits and continued strong share gains in ORV. Based on preliminary data, we expect third quarter sales to be at the high end of our previously issued guidance range of $1.6 billion to $1.8 billion. We anticipate third quarter adjusted EPS to be in the range of $0.31 to $0.41, which is meaningfully higher than our original expectations, driven by higher-than-expected shipments, strong cost management and ongoing progress within our operational efficiency initiatives.”

Polaris’ estimates for the three months ended September 30, 2025 are preliminary and represent the most current information available to its management. Polaris’ actual results may differ from the preliminary estimates due to the completion of its financial closing procedures, final adjustments and other developments that may arise between the date of this press release and the time that financial results for the three months ended September 30, 2025 are finalized.

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to Polaris.

Sheppard, Mullin, Richter & Hampton LLP is serving as legal advisor to Carolwood LP. Carolwood is also being advised by RSM, Alliant, and Finnea Group.

Non-GAAP Financial Measures

This press release contains adjusted earnings per share (“Adjusted EPS”), which is a non-GAAP measure, as a measure of our operating performance. Management believes this measure may be useful in performing meaningful comparisons of past and present operating results, and to understand the performance of its ongoing operations and how management views the business.

The Company has not provided a reconciliation of preliminary results for adjusted earnings per share, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The Company is unable, without unreasonable efforts, to finalize certain items required to develop meaningful comparable GAAP financial measures.

Note Regarding Forward-Looking Statements

This press release contains not only historical information, but also “forward-looking statements” intended to qualify for the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements” can generally be identified as such because the context of the statement will include words such as we or our management “believe,” “anticipate,” “expect,” “estimate” or words of similar import. Our statements relating to our preliminary Third Quarter results and other statements that describe our future plans, objectives or goals, such as the benefits of the potential separation of Indian Motorcycle from our portfolio (including the expected impact on margins and adjusted EPS), the expected timing for the completion of the separation, future cash flows and capital requirements, operational initiatives are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking

statements. Forward-looking statements may also be made from time to time in oral presentations, including telephone conferences and/or webcasts open to the public.

Potential risks and uncertainties include such factors as the Company’s ability to complete the proposed separation of Indian Motorcycle in a successful and timely basis or at all; the Company’s ability to derive the expected benefits from the separation including the separation being accretive, within the expected timeline or at all; the Company’s ability to successfully implement its manufacturing operations strategy and supply chain initiatives; the Company’s ability to successfully source necessary parts and materials on a timely basis; the ability of the Company to manufacture and deliver products to dealers to meet demand, including as a result of supply chain disruptions; the Company’s ability to identify and meet optimal dealer inventory levels; the Company’s ability to accurately forecast and sustain consumer demand; the Company’s ability to mitigate increasing input costs through pricing or other measures; product offerings, promotional activities and pricing strategies by competitors that may make our products less attractive to consumers; the Company’s ability to strategically invest in innovation and new products, including as compared to our competitors; economic conditions that impact consumer spending or consumer credit, including recessionary conditions and changes in interest rates; disruptions in manufacturing facilities; product recalls and/or warranty expenses; product rework costs; impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; environmental and product safety regulatory activity; effects of weather on the Company’s supply chain, manufacturing operations and consumer demand; commodity costs; freight and tariff costs (tariff relief or ability to mitigate tariffs, particularly in light of policies of the current presidential administration and retaliatory actions in response thereto); changes to international trade policies and agreements; uninsured product liability and class action claims (including claims seeking punitive damages) and other litigation expenses incurred due to the nature of our business; uncertainty in the consumer retail and wholesale credit markets; performance of affiliate partners; changes in tax policy; relationships with dealers and suppliers; and the general global economic, social and political environment. The risks and uncertainties discussed in this press release are not exclusive and other factors that we may consider immaterial or do not anticipate may emerge as significant risks and uncertainties. Any forward-looking statements made in this press release or otherwise speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures made on related subjects in future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are filed with or furnished to the Securities and Exchange Commission.

ABOUT POLARIS

As the global leader in powersports, Polaris Inc. (NYSE: PII) pioneers product breakthroughs and enriching experiences and services that have invited people to discover the joy of being outdoors since our founding in 1954. Polaris’ high-quality product line-up includes the RANGER, RZR and Polaris XPEDITION and GENERAL side-by-side off-road vehicles; Sportsman all-terrain off-road vehicles; military and commercial off-road vehicles; snowmobiles; Indian Motorcycle mid-size and heavyweight motorcycles; Slingshot moto-roadsters; Aixam quadricycles; Goupil electric vehicles; and pontoon and deck boats, including industry-leading Bennington pontoons. Polaris enhances the riding experience with a robust portfolio of parts, garments, and accessories. Headquartered in Minnesota, Polaris serves nearly 100 countries across the globe. www.polaris.com

ABOUT CAROLWOOD LP

Carolwood is an independent, multi-strategy private equity firm based in Los Angeles. Founded in 2014, the firm’s objective is to acquire a diverse portfolio of assets with significant repositioning potential and long-term growth opportunities. The firm has specifically designed its systems and infrastructure to support scaled, heavily entangled corporate subsidiaries as they transition into standalone companies. Carolwood is committed to enhancing the value of the companies and communities in which it invests.

Media Relations Contacts

Polaris

Jessica Rogers

Phone: 763.513.3445

[email protected]

Carolwood LP

Spencer Towill

Phone: 213.221.8361

[email protected]

Investor Relations Contacts

Polaris

JC Weigelt

Phone: 763.542.0525

[email protected]