# Polaris (PII) 10-Q SEC filing - Q1 FY2025

- Filed: Apr 30, 2025
- Fiscal quarter: Q1 FY2025
- Calendar quarter: Q1 2025
- Accession: 0001628280-25-020876
- OpenCapital page: https://www.opencapital.sh/filings/0001628280-25-020876
- Markdown URL: https://www.opencapital.sh/filings/0001628280-25-020876.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/931015/0001628280-25-020876-index.htm

## Filing documents

- [10-Q (pii-20250331.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/pii-20250331.htm)
- [EX-10.A (exhibit10aexecrsu2025.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit10aexecrsu2025.htm)
- [EX-10.B (exhibit10bceoseveranceagre.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit10bceoseveranceagre.htm)
- [EX-10.C (exhibit10ccfoseveranceagre.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit10ccfoseveranceagre.htm)
- [EX-10.D (exhibit10dsection16officer.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit10dsection16officer.htm)
- [EX-31.A (exhibit31a-03312025.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit31a-03312025.htm)
- [EX-31.B (exhibit31b-03312025.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit31b-03312025.htm)
- [EX-32.A (exhibit32a-03312025.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit32a-03312025.htm)
- [EX-32.B (exhibit32b-03312025.htm)](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit32b-03312025.htm)

---

## 10-Q

SEC source: [pii-20250331.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/pii-20250331.htm)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

### OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-11411

POLARIS INC.

(Exact name of registrant as specified in its charter)

|  |  |  |
| --- | --- | --- |
| Delaware |  | 41-1790959 |
| (State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.) |
| MN |  | 55340 |
| (Address of principal executive offices) |  | (Zip Code) |
|  | 542-0500 |  |
|  | (Registrant’s telephone number, including area code) |  |
|  | N/A |  |
|  | (Former name, former address and former fiscal year, if changed since last report) |  |

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 PII New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

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. ¨ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No   x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 23, 2025, 56,197,770 shares of Common Stock, $.01 par value, of the registrant were outstanding.

### POLARIS INC.

### FORM 10-Q

### For Quarterly Period Ended March 31, 2025

Page

[Part I FINANCIAL INFORMATION](#i690f70564bc845829eb5295098412e7f_10)

[Item 1 – Financial Statements](#i690f70564bc845829eb5295098412e7f_13) [3](#i690f70564bc845829eb5295098412e7f_10)

[Consolidated Balance Sheets](#i690f70564bc845829eb5295098412e7f_16) [3](#i690f70564bc845829eb5295098412e7f_16)

[Consolidated Statements of (Loss) Income](#i690f70564bc845829eb5295098412e7f_19) [4](#i690f70564bc845829eb5295098412e7f_19)

[Consolidated Statements of Comprehensive Loss](#i690f70564bc845829eb5295098412e7f_22) [5](#i690f70564bc845829eb5295098412e7f_22)

[Consolidated Statements of Equity](#i690f70564bc845829eb5295098412e7f_25) [6](#i690f70564bc845829eb5295098412e7f_25)

[Consolidated Statements of Cash Flows](#i690f70564bc845829eb5295098412e7f_28) [7](#i690f70564bc845829eb5295098412e7f_28)

[Notes to Consolidated Financial Statements](#i690f70564bc845829eb5295098412e7f_31) [8](#i690f70564bc845829eb5295098412e7f_31)

[Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i690f70564bc845829eb5295098412e7f_67) [20](#i690f70564bc845829eb5295098412e7f_67)

[Results of Operations](#i690f70564bc845829eb5295098412e7f_70) [21](#i690f70564bc845829eb5295098412e7f_70)

[Liquidity and Capital Resources](#i690f70564bc845829eb5295098412e7f_73) [26](#i690f70564bc845829eb5295098412e7f_73)

[Critical Accounting Policies](#i690f70564bc845829eb5295098412e7f_76) [28](#i690f70564bc845829eb5295098412e7f_76)

[Note Regarding Forward Looking Statements](#i690f70564bc845829eb5295098412e7f_79) [28](#i690f70564bc845829eb5295098412e7f_79)

[Item 3 – Quantitative and Qualitative Disclosures About Market Risk](#i690f70564bc845829eb5295098412e7f_82) [29](#i690f70564bc845829eb5295098412e7f_82)

[Item 4 – Controls and Procedures](#i690f70564bc845829eb5295098412e7f_85) [30](#i690f70564bc845829eb5295098412e7f_85)

[Part II OTHER INFORMATION](#i690f70564bc845829eb5295098412e7f_88)

[Item 1 – Legal Proceedings](#i690f70564bc845829eb5295098412e7f_91) [31](#i690f70564bc845829eb5295098412e7f_91)

[Item 1A – Risk Factors](#i690f70564bc845829eb5295098412e7f_94) [31](#i690f70564bc845829eb5295098412e7f_94)

[Item 2 –](#i690f70564bc845829eb5295098412e7f_97)Unregistered Sales of Equity Securities and Use of Proceeds [32](#i690f70564bc845829eb5295098412e7f_97)

[Item](#i690f70564bc845829eb5295098412e7f_100)[5](#i690f70564bc845829eb5295098412e7f_100)[–](#i690f70564bc845829eb5295098412e7f_100)[O](#i690f70564bc845829eb5295098412e7f_100)ther Information [32](#i690f70564bc845829eb5295098412e7f_100)

[Item 6 – Exhibits](#i690f70564bc845829eb5295098412e7f_106) [33](#i690f70564bc845829eb5295098412e7f_106)

[SIGNATURES](#i690f70564bc845829eb5295098412e7f_109) [34](#i690f70564bc845829eb5295098412e7f_109)

Part I FINANCIAL INFORMATION

## Item 1 – FINANCIAL STATEMENTS

**POLARIS INC.**

### CONSOLIDATED BALANCE SHEETS

_(In millions, except per share data)_

| Line item | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
|  | (Unaudited) |  |
| Assets |  |  |
| Current assets: |  |  |
| Cash and cash equivalents | $291.7 | $287.8 |
| Trade receivables, net | 211.3 | 192.3 |
| Inventories, net | 1,748.0 | 1,741.5 |
| Prepaid expenses and other | 313.5 | 395.7 |
| Income taxes receivable | 29.2 | 15.1 |
| Total current assets | 2,593.7 | 2,632.4 |
| Property and equipment, net | 1,159.0 | 1,186.7 |
| Investment in finance affiliate | 141.1 | 136.7 |
| Deferred tax assets | 379.2 | 384.6 |
| Goodwill and other intangible assets, net | 933.4 | 936.2 |
| Operating lease assets | 123.7 | 127.2 |
| Other long-term assets | 120.3 | 121.4 |
| Total assets | $5,450.4 | $5,525.2 |
| Liabilities and Equity |  |  |
| Current liabilities: |  |  |
| Current financing obligations | $434.3 | $434.3 |
| Accounts payable | 723.6 | 562.8 |
| Accrued expenses | 1,115.7 | 1,259.7 |
| Other current liabilities | 37.9 | 36.4 |
| Total current liabilities | 2,311.5 | 2,293.2 |
| Long-term financing obligations | 1,621.4 | 1,638.1 |
| Other long-term liabilities | 282.4 | 293.4 |
| Total liabilities | $4,215.3 | $4,224.7 |
| Deferred compensation | $4.5 | $6.4 |
| Shareholders’ equity: |  |  |
| Preferred stock $0.01 par value per share, 20.0 shares authorized, no shares issued and outstanding | — | — |
| Common stock $0.01 par value per share, 160.0 shares authorized, 56.2 and 56.1 shares issued and outstanding, respectively | $0.6 | $0.6 |
| Additional paid-in capital | 1,278.8 | 1,265.9 |
| Retained earnings | 45.2 | 148.9 |
| Accumulated other comprehensive loss, net | (98.2) | (125.5) |
| Total shareholders’ equity | 1,226.4 | 1,289.9 |
| Noncontrolling interest | 4.2 | 4.2 |
| Total equity | 1,230.6 | 1,294.1 |
| Total liabilities and equity | $5,450.4 | $5,525.2 |

The accompanying footnotes are an integral part of these consolidated statements.

**POLARIS INC.**

### CONSOLIDATED STATEMENTS OF (LOSS) INCOME

_(In millions, except per share data) · (Unaudited)_

| Line item | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Sales | $1,535.8 | $1,736.4 |
| Cost of sales | 1,290.8 | 1,406.1 |
| Gross profit | 245.0 | 330.3 |
| Operating expenses: |  |  |
| Selling and marketing | 117.6 | 126.4 |
| Research and development | 82.9 | 87.8 |
| General and administrative | 102.7 | 99.0 |
| Total operating expenses | 303.2 | 313.2 |
| Income from financial services | 22.1 | 21.9 |
| Operating (loss) income | (36.1) | 39.0 |
| Non-operating expense: |  |  |
| Interest expense | 34.1 | 31.9 |
| Other expense (income), net | 0.9 | (0.6) |
| (Loss) income before income taxes | (71.1) | 7.7 |
| (Benefit) provision for income taxes | (4.4) | 3.8 |
| Net (loss) income | (66.7) | 3.9 |
| Net income attributable to noncontrolling interest | (0.1) | (0.1) |
| Net (loss) income attributable to Polaris Inc. | $(66.8) | $3.8 |
| Net (loss) income per share attributable to Polaris Inc. common shareholders: |  |  |
| Basic | $(1.17) | $0.07 |
| Diluted | $(1.17) | $0.07 |
| Weighted average shares outstanding: |  |  |
| Basic | 56.9 | 56.9 |
| Diluted | 56.9 | 57.2 |

The accompanying footnotes are an integral part of these consolidated statements.

**POLARIS INC.**

### CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

_(In millions) · (Unaudited)_

| Line item | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Net (loss) income | $(66.7) | $3.9 |
| Other comprehensive income (loss), net of tax: |  |  |
| Foreign currency translation adjustments | 22.2 | (11.0) |
| Unrealized gain on derivative instruments | 5.2 | 5.0 |
| Retirement plan and other activity | (0.1) | (0.1) |
| Comprehensive loss | (39.4) | (2.2) |
| Comprehensive income attributable to noncontrolling interest | (0.1) | (0.1) |
| Comprehensive loss attributable to Polaris Inc. | $(39.5) | $(2.3) |

The accompanying footnotes are an integral part of these consolidated statements.

**POLARIS INC.**

### CONSOLIDATED STATEMENTS OF EQUITY

_(In millions) · (Unaudited)_

| Line item | Number of Shares | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non Controlling Interest | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2024 | 56.1 | $0.6 | $1,265.9 | $148.9 | $(125.5) | $4.2 | $1,294.1 |
| Employee stock compensation | 0.2 | — | 12.6 | — | — | — | 12.6 |
| Deferred compensation | — | — | 0.1 | 1.8 | — | — | 1.9 |
| Proceeds from stock issuances under employee plans | — | — | 1.4 | — | — | — | 1.4 |
| Cash dividends paid (1) | — | — | — | (37.5) | — | — | (37.5) |
| Repurchase and retirement of common shares | (0.1) | — | (1.2) | (1.2) | — | — | (2.4) |
| Cash dividend to noncontrolling interest | — | — | — | — | — | (0.1) | (0.1) |
| Net income (loss) | — | — | — | (66.8) | — | 0.1 | (66.7) |
| Other comprehensive income | — | — | — | — | 27.3 | — | 27.3 |
| Balance, March 31, 2025 | 56.2 | $0.6 | $1,278.8 | $45.2 | $(98.2) | $4.2 | $1,230.6 |

| Line item | Number of Shares | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non Controlling Interest | Total Equity |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2023 | 56.5 | $0.6 | $1,231.8 | $243.5 | $(57.5) | $2.4 | $1,420.8 |
| Employee stock compensation | 0.2 | — | 12.5 | — | — | — | 12.5 |
| Deferred compensation | — | — | (0.4) | (0.5) | — | — | (0.9) |
| Proceeds from stock issuances under employee plans | — | — | 3.7 | — | — | — | 3.7 |
| Cash dividends paid (1) | — | — | — | (37.3) | — | — | (37.3) |
| Repurchase and retirement of common shares | (0.2) | — | (3.8) | (12.2) | — | — | (16.0) |
| Net income | — | — | — | 3.8 | — | 0.1 | 3.9 |
| Other comprehensive loss | — | — | — | — | (6.1) | — | (6.1) |
| Balance, March 31, 2024 | 56.5 | $0.6 | $1,243.8 | $197.3 | $(63.6) | $2.5 | $1,380.6 |

(1) Polaris Inc. declared and paid a dividend of $0.67 per share for the three month period ended March 31, 2025 and a dividend of $0.66 per share for the three month period ended March 31, 2024.

The accompanying footnotes are an integral part of these consolidated statements.

**POLARIS INC.**

### CONSOLIDATED STATEMENTS OF CASH FLOWS

_(In millions) · (Unaudited)_

| Line item | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Operating Activities: |  |  |
| Net (loss) income | $(66.7) | $3.9 |
| Adjustments to reconcile net (loss) income to net cash provided by (used for) operating activities: |  |  |
| Depreciation and amortization | 73.4 | 62.9 |
| Noncash compensation | 12.6 | 12.5 |
| Noncash income from financial services | (11.7) | (13.8) |
| Deferred income taxes | 5.6 | (4.3) |
| Other, net | (0.5) | (0.6) |
| Changes in operating assets and liabilities: |  |  |
| Trade receivables | (15.0) | 46.4 |
| Inventories | 1.2 | (161.0) |
| Accounts payable | 158.4 | 68.6 |
| Accrued expenses | (151.8) | (128.0) |
| Income taxes payable/receivable | (15.9) | (5.9) |
| Prepaid expenses and other, net | 93.6 | 13.9 |
| Net cash provided by (used for) operating activities | 83.2 | (105.4) |
| Investing Activities: |  |  |
| Purchase of property and equipment | (35.6) | (72.1) |
| Distributions from (investment in) finance affiliate, net | 7.3 | 15.4 |
| Net cash used for investing activities | (28.3) | (56.7) |
| Financing Activities: |  |  |
| Borrowings under financing obligations | 704.5 | 842.0 |
| Repayments under financing obligations | (722.8) | (676.7) |
| Repurchase and retirement of common shares | (2.4) | (16.0) |
| Cash dividends to shareholders | (37.5) | (37.3) |
| Cash dividend to noncontrolling interest | (0.1) | — |
| Proceeds from stock issuances under employee plans | 1.4 | 3.7 |
| Net cash provided by (used for) financing activities | (56.9) | 115.7 |
| Impact of currency exchange rates on cash balances | 6.1 | (2.8) |
| Net increase (decrease) in cash, cash equivalents and restricted cash | 4.1 | (49.2) |
| Cash, cash equivalents and restricted cash at beginning of period | 303.0 | 382.9 |
| Cash, cash equivalents and restricted cash at end of period | $307.1 | $333.7 |
| Supplemental Cash Flow Information: |  |  |
| Interest paid on financing obligations | $37.1 | $37.6 |
| Income taxes paid | $8.1 | $15.8 |
| Leased assets obtained for operating lease liabilities | $2.5 | $7.6 |
| The following presents the classification of cash, cash equivalents and restricted cash within the consolidated balance sheets: |  |  |
| Cash and cash equivalents | $291.7 | $318.8 |
| Other long-term assets | 15.4 | 14.9 |
| Total | $307.1 | $333.7 |

The accompanying footnotes are an integral part of these consolidated statements.

POLARIS INC.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### Note 1. Basis of Presentation and Significant Accounting Policies

Basis of presentation. The accompanying unaudited consolidated financial statements of Polaris Inc. (“Polaris” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and, therefore, do not include all information and disclosures of results of operations, financial position, and changes in cash flow in conformity with accounting principles generally accepted in the United States for complete financial statements. Accordingly, such statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 previously filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, such statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations, equity, and cash flows for the periods presented. Due to the seasonality trends for certain products and certain changes in production and shipping cycles, results of such periods are not necessarily indicative of the results to be expected for the complete year.

Fair value measurements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:

#### Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

#### Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. The Company utilizes the market approach to measure fair value for its non-qualified deferred compensation assets and liabilities, and the income approach for foreign currency contracts, interest rate contracts, and commodity contracts. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities, and for the income approach, the Company uses significant other observable inputs to value its derivative instruments used to hedge foreign currency, interest rate transactions, and commodity transactions.

Assets and liabilities measured at fair value on a recurring basis are summarized below (in millions):

| Line item | Input Level | March 31, 2025 | December 31, 2024 |
| --- | --- | --- | --- |
| Assets |  |  |  |
| Non-qualified deferred compensation assets | Level 1 | $48.8 | $50.1 |
| Foreign exchange contracts, net | Level 2 | $2.4 | — |
| Interest rate contracts, net | Level 2 | $0.3 | $1.0 |
| Liabilities |  |  |  |
| Non-qualified deferred compensation liabilities | Level 1 | $(48.8) | $(50.1) |
| Commodity contracts, net | Level 2 | $(0.1) | $(1.6) |
| Foreign exchange contracts, net | Level 2 | — | $(0.9) |

Fair value of other financial instruments. The carrying values of the Company’s short-term financial instruments, including cash and cash equivalents, trade receivables, accounts payable and current financing obligations, approximate their fair values due to their short-term nature. As of March 31, 2025 and December 31, 2024, the fair value of the Company’s financing obligations was approximately $2,097.2 million and $2,103.5 million, respectively, and was determined primarily using Level 2 inputs by discounting projected cash flows based on quoted market rates at which similar amounts of debt could currently be borrowed. The carrying value of financing obligations was $2,055.7 million and $2,072.4 million as of March 31, 2025 and December 31, 2024, respectively.

Property and equipment. The Company recorded $67.4 million and $58.4 million of depreciation expense for the three months ended March 31, 2025 and 2024, respectively. A majority of the Company’s property and equipment is located in North America.  

#### Product warranties. The activity in the warranty reserve during the periods presented was as follows (in millions):

| Line item | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Balance at beginning of period | $162.8 | $181.1 |
| Additions charged to expense | 29.5 | 40.8 |
| Warranty claims paid, net | (39.5) | (53.5) |
| Balance at end of period | $152.8 | $168.4 |

#### New accounting pronouncements.

Income Tax Disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily through changes to disclosures around the effective tax rate reconciliation and income taxes paid information. The amendments in ASU 2023-09 are to be applied prospectively and early adoption is permitted. This standard will be applicable for the Company’s Annual Report on Form 10-K for the year ending December 31, 2025 and annual periods thereafter. The Company is evaluating its disclosure approach for ASU 2023-09. The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s consolidated financial statements, but will require additional income tax disclosures when adopted in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025 and annual periods thereafter.

Apart from the item discussed above and those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, there are no other new accounting pronouncements that are expected to have a significant impact on the Company’s consolidated financial statements or related disclosures.

### Note 2. Supplemental Balance Sheet Information

| In millions | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Inventories |  |  |
| Raw materials and purchased components | $643.8 | $580.7 |
| Service parts, garments and accessories | 328.9 | 327.2 |
| Finished goods | 892.0 | 943.2 |
| Less: reserves | (116.7) | (109.6) |
| Inventories, net | $1,748.0 | $1,741.5 |
| Property and equipment |  |  |
| Land, buildings and improvements | $697.6 | $691.2 |
| Equipment and tooling | 1,812.3 | 1,779.2 |
|  | 2,509.9 | 2,470.4 |
| Less: accumulated depreciation | (1,350.9) | (1,283.7) |
| Property and equipment, net | $1,159.0 | $1,186.7 |
| Accrued expenses |  |  |
| Compensation | $109.4 | $145.9 |
| Warranties | 152.8 | 162.8 |
| Sales promotions and incentives | 274.3 | 249.0 |
| Dealer holdback | 136.8 | 157.3 |
| Other accrued expenses | 442.4 | 544.7 |
| Total accrued expenses | $1,115.7 | $1,259.7 |
| Other current liabilities |  |  |
| Current operating lease liabilities | $28.4 | $28.8 |
| Income taxes payable | 9.5 | 7.6 |
| Total other current liabilities | $37.9 | $36.4 |
| Other long-term liabilities |  |  |
| Long-term operating lease liabilities | $96.5 | $99.7 |
| Long-term income taxes payable | 9.2 | 12.5 |
| Deferred tax liabilities | 6.2 | 6.1 |
| Other long-term liabilities | 170.5 | 175.1 |
| Total other long-term liabilities | $282.4 | $293.4 |

### Note 3. Revenue Recognition

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or service to a customer. Revenue is measured based on the amount of consideration that the Company expects to be entitled to in exchange for the goods or services transferred. Sales, value add, and other taxes that are collected from a customer concurrent with revenue-producing activities are excluded from revenue. Revenue from goods and services transferred to customers at a point-in-time accounts for the majority of the Company’s revenue. Revenue from products or services transferred over time is discussed in the contract liabilities section below.

The following tables disaggregate the Company's revenue by major product type and geography (in millions):

_Three months ended March 31, 2025_

| Line item | Off Road | On Road | Marine | Total |
| --- | --- | --- | --- | --- |
| Revenue by product type |  |  |  |  |
| Wholegoods | $837.3 | $172.8 | $115.3 | $1,125.4 |
| PG&A | 361.3 | 49.0 | 0.1 | 410.4 |
| Total revenue | $1,198.6 | $221.8 | $115.4 | $1,535.8 |
| Revenue by geography |  |  |  |  |
| United States | $962.6 | $117.3 | $112.8 | $1,192.7 |
| Canada | 88.1 | 7.5 | 2.0 | 97.6 |
| EMEA | 93.8 | 86.1 | — | 179.9 |
| APLA | 54.1 | 10.9 | 0.6 | 65.6 |
| Total revenue | $1,198.6 | $221.8 | $115.4 | $1,535.8 |
|  | Three months ended March 31, 2024 |  |  |  |
|  | Off Road | On Road | Marine | Total |
| Revenue by product type |  |  |  |  |
| Wholegoods | $976.3 | $225.5 | $123.5 | $1,325.3 |
| PG&A | 359.4 | 51.7 | — | 411.1 |
| Total revenue | $1,335.7 | $277.2 | $123.5 | $1,736.4 |
| Revenue by geography |  |  |  |  |
| United States | $1,091.3 | $131.8 | $119.7 | $1,342.8 |
| Canada | 86.0 | 12.8 | 2.6 | 101.4 |
| EMEA | 94.4 | 122.6 | 0.2 | 217.2 |
| APLA | 64.0 | 10.0 | 1.0 | 75.0 |
| Total revenue | $1,335.7 | $277.2 | $123.5 | $1,736.4 |

For the majority of wholegood vehicles, boats, and parts, garments, and accessories (“PG&A”), the Company transfers control and recognizes a sale when it ships the product from its manufacturing facility, distribution center, or vehicle holding center to the customer. The amount of consideration the Company receives and revenue it recognizes varies with changes in marketing incentives and rebates it offers to its customers. Payment terms vary by customer and most of the Company’s sales are financed by the customer under floorplan financing arrangements whereby the Company receives payment within a few days of shipment of the product.

When the right of return exists, the Company adjusts the consideration for the estimated effect of returns. The Company estimates expected returns based on historical sales levels, the timing and magnitude of historical sales return levels as a percent of sales, type of product, type of customer, and a projection of this experience into the future. The Company adjusts its estimate of revenue at the earlier of when the most likely amount of consideration it expects to receive changes or when the consideration becomes fixed.

Depending on the terms of the arrangement, the Company may also defer the recognition of a portion of the consideration received because it has to satisfy a future obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations. The Company has elected to recognize the cost for freight and shipping as an expense in cost of sales when control over vehicles, boats, or PG&A has transferred to the customer.

The Company sells separately-priced extended service contracts (“ESCs”) that extend mechanical coverages beyond the base limited warranty as well as prepaid maintenance agreements to vehicle owners. Including the base limited warranty, these separately-priced service contracts have a duration ranging from 12 months to 84 months. The Company typically receives payment at the inception of the contract and recognizes revenue over the term of the agreement in proportion to the costs expected to be incurred in satisfying the obligations under the contract.

Contract Liabilities. Contract liabilities relate to deferred revenue recognized for cash consideration received at contract inception in advance of the Company's performance under the respective contract and generally relate to the sale of separately-priced ESCs. The Company finances its self-insured risks related to ESCs. The premiums for ESCs are primarily recognized in income over the term of the agreement in proportion to the costs expected to be incurred in satisfying obligations under the contract. Warranty costs are recognized as incurred.

The activity in the deferred revenue reserve for ESCs during the periods presented was as follows (in millions):

| Line item | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Balance at beginning of period | $111.3 | $110.3 |
| New contracts sold | 12.2 | 14.2 |
| Revenue recognized on existing contracts | (13.4) | (12.2) |
| Balance at end of period | $110.1 | $112.3 |

The Company expects to recognize approximately $35.2 million of the unearned amount over the 12 months following March 31, 2025, compared to $35.9 million as of March 31, 2024. These amounts were recorded in accrued expenses in the consolidated balance sheets. The amount recorded in other long-term liabilities totaled $74.9 million and $76.4 million as of March 31, 2025 and 2024, respectively.

### Note 4. Share-Based Compensation

Total share-based compensation expenses were as follows (in millions):

| Line item | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Option awards | $3.2 | $5.3 |
| Other share-based awards | 3.9 | 5.0 |
| Total share-based compensation before tax | 7.1 | 10.3 |
| Tax benefit | 1.8 | 2.5 |
| Total share-based compensation expense included in net income | $5.3 | $7.8 |

In addition to the above share-based compensation expenses, the Company sponsors a qualified non-leveraged employee stock ownership plan (“ESOP”). Shares allocated to eligible participants’ accounts vest at various percentage rates based on years of service and require no cash payments from the recipient.

As of March 31, 2025, there was $77.6 million of total unrecognized share-based compensation expense related to unvested share-based equity awards. Unrecognized share-based compensation expense is expected to be recognized over a weighted-average period of 1.6 years. Included in unrecognized share-based compensation expense was approximately $11.8 million related to stock options and $65.8 million for restricted stock.

### Note 5. Financing Agreements

The carrying value of financing obligations and the average related interest rates were as follows (in millions):

| Line item | Average interest rate as of March 31, 2025 | Maturity | March 31, 2025 | December 31, 2024 |
| --- | --- | --- | --- | --- |
| Incremental term loan facility | 5.93% | July 2025 | $400.0 | $400.0 |
| Revolving loan facility | 5.05% | December 2029 | 272.1 | 282.0 |
| Term loan facility | 5.92% | December 2029 | 493.8 | 500.0 |
| Private senior notes | 4.98% | July 2028 | 350.0 | 350.0 |
| Public senior notes | 6.95% | March 2029 | 500.0 | 500.0 |
| Finance lease obligations | 5.23% | Various through 2029 | 8.1 | 8.1 |
| Notes payable and other | 4.29% | Various through 2030 | 45.6 | 47.1 |
| Unamortized debt issuance costs and discounts |  |  | (13.9) | (14.8) |
| Total financing obligations |  |  | $2,055.7 | $2,072.4 |
| Less: Current financing obligations |  |  | 434.3 | 434.3 |
| Total long-term financing obligations |  |  | $1,621.4 | $1,638.1 |

Debt issuance costs and discounts are recognized as a reduction in the carrying value of the related long-term debt in the consolidated balance sheets and are amortized to interest expense in the consolidated statements of income over the expected remaining terms of the related debt.

As of March 31, 2025, the Company had open letters of credit totaling $43.3 million. The amounts are primarily related to inventory purchases and are reduced as the purchases are received.

Private senior notes. In December 2010, the Company entered into an unsecured Master Note Purchase Agreement, which has been amended and supplemented, under which it has issued senior notes. In July 2018, the Company issued $350 million of unsecured senior notes that remain outstanding as of March 31, 2025 and are due in full in July 2028. In December 2024, the Company entered into an amendment (the “NPA Amendment”) to the Master Note Purchase Agreement. The NPA Amendment amended the Note Purchase Agreement to revise the leverage ratio covenant from a gross leverage ratio to a net leverage ratio, revise the interest coverage ratio covenant definition to be based on EBITDA to interest expense, and increase the applicable interest rate by 0.50% per annum beginning in January 2025.

Unsecured credit facility. The Company maintains an unsecured credit facility which consists of a term loan facility (the “Term Loan Facility”) and a revolving loan facility (the “Revolving Loan Facility”). In July 2018, the Company amended the credit facility to increase its Term Loan Facility to $1,180 million. In December 2024, the Company further amended the credit facility (the “Credit Facility Amendment”) to reduce the Term Loan Facility to $500.0 million, of which $493.8 million was outstanding as of March 31, 2025, and extend the maturity date of the Term Loan Facility to December 2029. The Company is required to make principal payments under the Term Loan Facility totaling $25.0 million over the next 12 months. The Credit Facility Amendment completed in December 2024 also increased the Revolving Loan Facility to $1.4 billion, of which $272.1 million was outstanding as of March 31, 2025, and extend the maturity date to December 2029. Interest under the Term Loan Facility and Revolving Loan Facility is charged at rates based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the agreements governing the credit facility.

In July 2024, the Company amended the credit facility to provide for a new incremental 364-day term loan in the amount of $400.0 million (the “Incremental Term Loan Facility”). The Incremental Term Loan Facility is unsecured and has a term ending in July 2025. As with other borrowings under the credit facility, interest is charged at rates based on Adjusted Term SOFR plus the applicable add-on percentage, as defined in the agreements governing the credit facility.

The agreements governing the credit facility and the Master Note Purchase Agreement contain covenants that require the Company to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. The agreements require the Company to maintain an interest coverage ratio of not less than 3.00 to 1.00 and a leverage ratio of not more than 3.50 to 1.00 on a rolling four quarter basis. The Credit Facility Amendment completed in December 2024 revised the interest coverage ratio covenant definition to be based on EBITDA to interest expense. The Company was in compliance with all such covenants as of March 31, 2025.

Public senior notes. In November 2023, the Company issued $500 million aggregate principal amount of 6.95% Senior Notes pursuant to a public offering. The Company received approximately $492 million in net proceeds from the notes offering after deducting the underwriting discount and other fees and expenses. The notes bear interest at a rate of 6.95% per year, with interest payable semi-annually in arrears in March and September of each year. The notes mature in March of 2029. The indenture governing the notes is subject to customary covenants and make-whole provisions upon early redemption.

Acquisition-related deferred payments. On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29, 2018, the Company completed the acquisition of Boat Holdings, LLC, a privately held Delaware limited liability company, headquartered in Elkhart, Indiana that manufactures boats (“Boat Holdings”). As a component of the Boat Holdings merger agreement, the Company has committed to make a series of deferred payments to the former owners following the closing date of the merger through July 2030. The original discounted payable was for $76.7 million, of which $43.2 million was outstanding as of March 31, 2025. The outstanding balance is included in long-term financing obligations and current financing obligations in the consolidated balance sheets.

### Note 6. Goodwill and Other Intangible Assets

Goodwill and other intangible assets, net of accumulated amortization, as of March 31, 2025 and December 31, 2024 were as follows (in millions):

| Line item | March 31, 2025 | December 31, 2024 |
| --- | --- | --- |
| Goodwill | $396.3 | $393.5 |
| Other intangible assets, net | 537.1 | 542.7 |
| Total goodwill and other intangible assets, net | $933.4 | $936.2 |

The changes in the carrying amount of goodwill by reportable segment for the three months ended March 31, 2025 and 2024 were as follows (in millions):

| Line item | Off Road | On Road | Marine | Total |
| --- | --- | --- | --- | --- |
| Balance as of December 31, 2024 | $116.2 | $46.7 | $230.6 | $393.5 |
| Currency translation effect on foreign goodwill balances | 0.1 | 2.7 | — | 2.8 |
| Balance as of March 31, 2025 | $116.3 | $49.4 | $230.6 | $396.3 |

| Line item | Off Road | On Road | Marine | Total |
| --- | --- | --- | --- | --- |
| Balance as of December 31, 2023 | $116.6 | $50.7 | $227.1 | $394.4 |
| Currency translation effect on foreign goodwill balances | (0.4) | (1.6) | — | (2.0) |
| Balance as of March 31, 2024 | $116.2 | $49.1 | $227.1 | $392.4 |

The components of other intangible assets were as follows ($ in millions):

| Line item | Weighted-average useful life (years) | March 31, 2025 / Cost | March 31, 2025 / Accumulated amortization | March 31, 2025 / Net | December 31, 2024 / Cost | December 31, 2024 / Accumulated amortization | December 31, 2024 / Net |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Amortizable - dealer/customer related | 19 | $341.2 | $(119.2) | $222.0 | $341.2 | $(114.8) | $226.4 |
| Amortizable - developed technology | 10 | 62.7 | (5.8) | 56.9 | 62.7 | (4.2) | 58.5 |
| Non-amortizable - brand/trade names |  | 258.2 | — | 258.2 | 257.8 | — | 257.8 |
| Total other intangible assets, net | 18 | $662.1 | $(125.0) | $537.1 | $661.7 | $(119.0) | $542.7 |

Amortization expense for other intangible assets was $6.0 million and $4.5 million for the three months ended March 31, 2025 and 2024, respectively. Estimated future amortization expense for identifiable other intangible assets during the next five years is as follows (in millions):

| Line item | Remainder 2025 | 2026 | 2027 | 2028 | 2029 | 2030 |
| --- | --- | --- | --- | --- | --- | --- |
| Estimated amortization expense | $17.9 | $23.9 | $23.9 | $23.9 | $23.9 | $23.9 |

The preceding expected amortization expense is an estimate and actual amounts could differ due to additional other intangible asset acquisitions, changes in foreign currency rates, or impairments of other intangible assets.

### Note 7. Shareholders’ Equity

Share repurchase program. The Company did not repurchase shares of its common stock under the share repurchase program during the three months ended March 31, 2025. As of March 31, 2025, the Board of Directors has authorized the Company to repurchase up to an additional $1,109.3 million of the Company’s common stock.

#### Dividends. Cash dividends declared and paid per common share for the three months ended March 31, 2025 and 2024 were as follows:

| Line item | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Cash dividends declared and paid per common share | $0.67 | $0.66 |

Net (loss) income per share. Basic net (loss) income per share was computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during each period, including shares earned under the Deferred Compensation Plan for Directors (“Director Plan”), the ESOP and deferred stock units under the 2024 Omnibus Incentive Plan (“Omnibus Plan”). Diluted net (loss) income per share was computed under the treasury stock method and was calculated to compute the dilutive effect of outstanding stock options and certain share-based awards issued under the Omnibus Plan. As a result of the Company’s net loss during the three months ended March 31, 2025, outstanding stock options and certain share-based awards were not included in the computation of diluted net loss per share because the effect would have been anti-dilutive. Reconciliations of these amounts are as follows (in millions):

| Line item | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Weighted average number of common shares outstanding | 56.1 | 56.5 |
| Director Plan and deferred stock units | 0.3 | 0.2 |
| ESOP | 0.5 | 0.2 |
| Common shares outstanding—basic | 56.9 | 56.9 |
| Dilutive effect of restricted stock units | — | 0.2 |
| Dilutive effect of stock option awards | — | 0.1 |
| Common and potential common shares outstanding—diluted | 56.9 | 57.2 |

During the three months ended March 31, 2025, the number of options that were not included in the computation of diluted net income per share because the option exercise price was greater than the market price, and therefore the effect would have been anti-dilutive, was 3.2 million compared to 2.0 million for the same period in 2024. As a result of the Company’s net loss during the three months ended March 31, 2025, an additional 0.2 million of outstanding stock options and certain share-based awards under the Omnibus Plan were not included in the computation of diluted net (loss) income per share because the effect would have been anti-dilutive.

#### Accumulated other comprehensive loss. Changes in the accumulated other comprehensive loss balance were as follows (in millions):

| Line item | Foreign Currency Translation | Cash Flow Hedging Derivatives | Retirement Plan Activity | Accumulated Other Comprehensive Loss |
| --- | --- | --- | --- | --- |
| Balance as of December 31, 2024 | $(124.5) | $(3.8) | $2.8 | $(125.5) |
| Reclassification to the statement of income | — | 1.5 | (0.1) | 1.4 |
| Change in fair value | 22.2 | 3.7 | — | 25.9 |
| Balance as of March 31, 2025 | $(102.3) | $1.4 | $2.7 | $(98.2) |

See Note 10 for the amount of gains and losses, net of tax, reclassified from accumulated other comprehensive loss into the statements of income for cash flow derivatives designated as hedging instruments.

### Note 8. Financial Services Arrangements

Polaris Acceptance, a joint venture between the Company and Wells Fargo Commercial Distribution Finance Corporation, a direct subsidiary of Wells Fargo Bank, N.A., which is supported by a partnership agreement between their respective wholly owned subsidiaries, finances substantially all of the Company’s United States sales of off-road vehicles, snowmobiles, motorcycles, boats, and related PG&A, whereby the Company receives payment within a few days of shipment of the product. As of March 31, 2025, the total amount of receivables due from Polaris Acceptance was $24.9 million.

The Company’s subsidiary has a 50 percent equity interest in Polaris Acceptance. The Company’s allocable share of the income of Polaris Acceptance has been included as a component of income from financial services in the consolidated statements of income. The partnership agreement is effective through February 2027.

The Company’s total investment in Polaris Acceptance was $141.1 million as of March 31, 2025 and is accounted for under the equity method and recorded in investment in finance affiliate in the consolidated balance sheets. As of March 31, 2025, the outstanding amount of net receivables financed for dealers under this arrangement was $1,903.3 million.

The Company has agreed to repurchase products repossessed by Polaris Acceptance up to an annual maximum of 15 percent of the aggregate average month-end outstanding Polaris Acceptance receivables and Securitized Receivables during the prior calendar year. For calendar year 2025, the potential 15 percent aggregate repurchase obligation with respect to products repossessed by Polaris Acceptance is approximately $275.0 million.

Polaris Acceptance began financing substantially all of the Company’s United States sales of boats in the third quarter of 2024. This financing was previously completed by a subsidiary of Huntington Bancshares Incorporated (“Huntington”) and the Company may still be required to repurchase products repossessed by Huntington up to a maximum of 100 percent of the aggregate outstanding Huntington receivables balance. As of March 31, 2025, the potential aggregate repurchase obligation with respect to products repossessed by Huntington was approximately $82.1 million.

The Company has other financing arrangements related to its foreign subsidiaries in which it has agreed to repurchase repossessed products. For calendar year 2025, the potential aggregate repurchase obligations are approximately $46.8 million.

The Company’s financial exposure under these repurchase agreements is limited to the difference between the amounts unpaid by the dealer or distributor with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under these agreements during the periods presented.

The Company has agreements with third-party finance companies to provide financing options to end consumers of the Company’s products. The Company has no material contingent liabilities for residual value or credit collection risk under these agreements. The Company’s income generated from these agreements has been included as a component of income from financial services in the consolidated statements of income.

### Note 9. Commitments and Contingencies

Product liability. The Company is subject to product liability claims in the normal course of business. The Company purchases excess insurance coverage annually for product liability claims, which is subject to self-insured retention and aggregate limits. The estimated costs resulting from any losses are charged to operating expenses when it is probable a loss has been incurred and the amount of the loss is reasonably estimable. The Company utilizes actuarial analysis, which considers claims experience and historical trends, along with an analysis of current claims, to assist in determining the appropriate loss reserve levels. As of March 31, 2025, the Company had an accrual of $290.3 million for the probable payment of pending claims related to product liability litigation associated with the Company’s products. This accrual is included as a component of accrued expenses in the consolidated balance sheets. Amounts due from insurance carriers, to the extent applicable, reduce our financial exposures to product liability claims and are included as a component of prepaid expenses and other in the consolidated balance sheets. As of March 31, 2025, the Company recorded $155.9 million for probable insurance recoveries related to product liability accruals.

Litigation. The Company is subject to lawsuits and claims arising in the normal course of business, including matters related to intellectual property, commercial matters, employment, warranty, product liability claims and putative class actions. Additional details about certain of the pending class actions and putative class actions are provided in Part II, Item 1 – Legal Proceedings.

In the opinion of management, it is presently unlikely that any legal proceedings pending against or involving the Company will have a material adverse effect on the Company’s financial position, results of operations, or cash flows. However, in many of these matters, it is inherently difficult to determine whether a loss is probable or reasonably possible or to estimate the size or range of the possible loss given the variety of potential outcomes of actual and potential claims, including legal proceedings resulting in verdicts that exceed policy limits for a given year or seeking punitive damages for certain policy years for which we may not be insured, the uncertainty of future rulings, possible class certification, the behavior or incentives of adverse parties, and other factors outside of the control of the Company. Accordingly, the Company’s loss reserve may change from time to time, and actual losses could exceed the amounts accrued by an amount that could be material to the Company’s consolidated financial position, results of operations, or cash flows in any particular reporting period.

Regulatory. In the normal course of business, the Company’s products are subject to extensive laws and regulations relating to safety, environmental, and other regulations promulgated by the United States federal government and individual states, as well as international regulatory authorities. Failure to comply with applicable regulations could result in fines, penalties, or other costs. 

### Note 10. Derivative Instruments and Hedging Activities

The Company is exposed to certain risks from fluctuations in foreign currency exchange rates, interest rates, and commodity prices. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. The decision of whether and when to execute derivative instruments, along with the duration of the instrument, may vary from period to period depending on market conditions, the relative costs of the instruments and capacity to hedge. The duration is linked to the timing of the underlying exposure, with the connection between the two being regularly monitored. The Company does not use any financial contracts for trading purposes. The derivative contracts contain credit risk to the extent that our bank counterparties may be unable to meet the terms of the agreements. The amount of such credit risk is generally limited to the unrealized gains, if any, in such contracts. Such risk is minimized by limiting those counterparties to major financial institutions of high credit quality and spreading the risk among such financial institutions.

The Company conducts business in various locations throughout the world and is subject to market risk associated with certain product sourcing activities and intercompany cash flows due to changes in the value of foreign currencies in relation to its reporting currency, the U.S. dollar. The Company’s foreign currency management objective is to mitigate the potential impact of currency fluctuations on the value of its U.S. dollar cash flows and to reduce the variability of certain cash flows at the subsidiary level. The Company actively manages certain forecasted foreign currency exposures and uses a centralized currency management operation to take advantage of potential opportunities to naturally offset foreign currency exposures. The Company utilizes foreign currency exchange contracts to mitigate the effects of foreign currency exchange rate fluctuations related to the Australian dollar, Canadian dollar, and Mexican peso. The Company's foreign currency exchange contracts, generally with maturities of less than one year, met the criteria to be accounted for as cash flow hedges during the periods presented.

The Company mitigates its interest rate risk by managing its exposure to fixed and variable rates while attempting to optimize its interest costs. The Company enters into interest rate swap transactions to hedge the variable interest rate payments for the Term Loan Facility. In connection with these contracts, the Company pays interest based upon a fixed rate and receives variable rate interest payments based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the agreements governing the credit facility. These contracts, with maturities through February 2026, met the criteria to be accounted for as cash flow hedges during the periods presented.

Commodity hedging contracts are entered into in order to manage fluctuating market prices of certain purchased commodities and raw materials that are integrated into the Company’s end products. The Company's commodity contracts, with maturities of less than one year, met the criteria to be accounted for as cash flow hedges during the periods presented.

The notional and fair values of the Company’s derivative financial instruments designated as cash flow hedges were as follows (in millions):

| Line item | March 31, 2025 / Notional Value (in U.S. Dollars) | March 31, 2025 / Fair Value —Assets | March 31, 2025 / Fair Value —Liabilities | December 31, 2024 / Notional Value (in U.S. Dollars) | December 31, 2024 / Fair Value —Assets | December 31, 2024 / Fair Value —Liabilities |
| --- | --- | --- | --- | --- | --- | --- |
| Foreign currency contracts | $220.3 | $4.3 | $(1.9) | $193.7 | $5.9 | $(6.8) |
| Interest rate contracts | 400.0 | 0.3 | — | 400.0 | 1.0 | — |
| Commodity contracts | 63.1 | 0.5 | (0.6) | 62.5 | — | (1.6) |
| Total | $683.4 | $5.1 | $(2.5) | $656.2 | $6.9 | $(8.4) |

Assets are included in prepaid expenses and other and liabilities are included in accrued expenses in the consolidated balance sheets. Assets and liabilities are offset in the consolidated balance sheet if the right of offset exists.

The amounts of gains and losses related to the Company’s derivative financial instruments designated as cash flow hedges were as follows (in millions):

| Derivatives Designated as Cash Flow Hedges | Location of Gain (Loss) Reclassified from Accumulated OCI into Income | Three Months Ended March 31, 2025 / Gain (Loss) Reclassified from AOCI into Income | Three Months Ended March 31, 2025 / Gain (Loss) Recognized in OCI | Three Months Ended March 31, 2024 / Gain (Loss) Reclassified from AOCI into Income | Three Months Ended March 31, 2024 / Gain Recognized in OCI |
| --- | --- | --- | --- | --- | --- |
| Foreign currency contracts | Cost of sales | $0.6 | $2.6 | $5.0 | $1.3 |
| Interest rate contracts | Interest expense | 0.5 | (1.0) | 1.5 | 2.9 |
| Commodity contracts | Cost of sales | (2.6) | 3.6 | (0.7) | 0.8 |
| Total |  | $(1.5) | $5.2 | $5.8 | $5.0 |

The unrealized gains or losses, after tax, are recorded as a component of accumulated other comprehensive loss in shareholders’ equity. Gains and losses on derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized currently in the consolidated statements of income and were not material for the periods presented.

The net amount of the existing gains or losses as of March 31, 2025 that is expected to be reclassified into the statements of income within the next 12 months is not expected to be material.

### Note 11. Segment Reporting

The Company’s reportable segments are based on the Company’s method of internal reporting and are comprised of various product offerings that serve multiple end markets. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. The internal reporting of these operating segments is based, in part, on the reporting and review process used by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer. The Company primarily uses gross profit, a measure that is determined in accordance with U.S. GAAP, to evaluate segment profitability and make decisions about resource allocation. The Company’s CODM does not utilize segment asset information to evaluate performance and make resource allocation decisions, and thus such disclosures are not provided. The Company has three operating segments: 1) Off Road, 2) On Road, and 3) Marine, which are all reportable segments. The Company’s consolidated sales are derived entirely from the operations of its three reportable segments. The Corporate amounts include costs that are not allocated to segments, including certain

unallocated manufacturing costs, the impacts of certain foreign currency transactions, and certain unallocated incentive compensation costs and related adjustments.

The Company has determined its significant segment expense categories based on amounts regularly provided to the Company’s CODM to evaluate segment profitability and drive strategic decision making. Reportable segment sales and significant reportable segment expense categories and amounts included in the Company’s measure of segment profit or loss, gross profit, were as follows (in millions):

_For the Three Months Ended March 31, 2025_

| Line item | Off Road | On Road | Marine | Total |
| --- | --- | --- | --- | --- |
| Sales | $1,198.6 | $221.8 | $115.4 | $1,535.8 |
| Purchased materials, logistics and labor | 940.8 | 172.7 | 96.6 | 1,210.1 |
| Depreciation and amortization | 44.2 | 8.4 | 2.2 | 54.8 |
| Warranty | 22.2 | 5.0 | 2.3 | 29.5 |
| Reportable segment gross profit | $191.4 | $35.7 | $14.3 | $241.4 |
| Corporate costs and other |  |  |  | 3.6 |
| Total gross profit |  |  |  | $245.0 |

_For the Three Months Ended March 31, 2024_

| Line item | Off Road | On Road | Marine | Total |
| --- | --- | --- | --- | --- |
| Sales | $1,335.7 | $277.2 | $123.5 | $1,736.4 |
| Purchased materials, logistics and labor | 1,034.0 | 203.7 | 100.3 | 1,338.0 |
| Depreciation and amortization | 36.6 | 6.5 | 1.9 | 45.0 |
| Warranty | 32.1 | 6.6 | 2.1 | 40.8 |
| Reportable segment gross profit | $233.0 | $60.4 | $19.2 | $312.6 |
| Corporate costs and other |  |  |  | 17.7 |
| Total gross profit |  |  |  | $330.3 |

## Item 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion pertains to the results of operations and financial position of Polaris Inc., a Delaware corporation, for the three month period ended March 31, 2025 compared to the three month period ended March 31, 2024. The terms “Polaris,” the “Company,” “we,” “us,” and “our” as used herein refer to the business and operations of Polaris Inc., its subsidiaries and its predecessors, which began doing business in 1954. We design, engineer, manufacture and market powersports vehicles which include: off-road vehicles (“ORV”), including all-terrain vehicles (“ATV”) and side-by-side vehicles; military and commercial ORVs; snowmobiles; motorcycles; moto-roadsters; quadricycles; and boats. We also design and manufacture or source parts, garments and accessories (“PG&A”), which includes aftermarket accessories and apparel. Due to the seasonal trends for certain products and certain changes in production and shipping cycles, results of such periods are not necessarily indicative of the results to be expected for the complete year. Unless otherwise noted, all “quarter” comparisons are from the first quarter of 2025 to the first quarter of 2024. Estimates related to industry retail sales are unaudited and based on internally-generated management estimates, including estimates based on extrapolations from third-party surveys of the industries in which we compete, and are subject to change.

### Overview

First quarter sales totaled $1,535.8 million, a decrease of 12 percent from last year’s first quarter sales of $1,736.4 million. The decrease in sales for the quarter was primarily due to decreased shipments in all segments.

Our gross profit of $245.0 million decreased 26 percent from $330.3 million in the comparable prior year first quarter. Gross profit, as a percentage of sales, decreased primarily due to lower net pricing driven by higher promotional costs, partially offset by favorable operational costs.

Net loss attributable to Polaris was $66.8 million, or $(1.17) per diluted share, compared to 2024 first quarter net income attributable to Polaris of $3.8 million, or $0.07 per diluted share. The decrease for the quarter was primarily the result of decreased shipments in all segments and lower net pricing driven by higher promotional costs, partially offset by favorable operating costs. We reported first quarter Adjusted EBITDA of $52.7 million, compared to 2024 first quarter Adjusted EBITDA of $110.0 million. For information on how we define and calculate Adjusted EBITDA, and a reconciliation from net income to Adjusted EBITDA, see “Non-GAAP Financial Measures”.

### Global Economic Conditions

We continue to monitor macroeconomic trends and uncertainties and changes in international trade relations and trade policy, including those related to tariffs. The U.S. government has recently announced a series of additional tariffs on goods imported into the United States, which prompted retaliatory tariffs from other countries. We currently procure components from China, which are utilized in our facilities in the United States and Mexico. A portion of our annual sales originate from products manufactured in our facilities in Mexico, and we sell our products globally. Incremental tariffs and changed trade policies did not have a significant impact on our financial results for the first quarter of 2025, but could adversely impact our results in the future. As a result of the U.S. tariffs, and potential tariff modifications or the imposition of tariffs or export controls by other countries, we anticipate increased supply chain challenges, commodity cost volatility, economic uncertainty, and economic pressures on customers and consumers as a result of the challenges of high inflation combined with the effects of increased tariffs. While we are implementing measures to mitigate these potential impacts, our preliminary analysis indicates the announced tariffs and these other factors may have a material negative effect on our profitability for the remainder of fiscal 2025. However, we are continuing to evaluate these factors and their potential effects.

### Consolidated Results of Operations

The consolidated results of operations were as follows:

| ($ in millions except percentages and share data) | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Three months ended March 31, / Change2025 vs. 2024 |
| --- | --- | --- | --- |
| Sales | $1,535.8 | $1,736.4 | (12)% |
| Cost of sales | $1,290.8 | $1,406.1 | (8)% |
| Gross profit | $245.0 | $330.3 | (26)% |
| Percentage of sales | 16.0% | 19.0% | -307 bps |
| Operating expenses: |  |  |  |
| Selling and marketing | $117.6 | $126.4 | (7)% |
| Research and development | 82.9 | 87.8 | (6)% |
| General and administrative | 102.7 | 99.0 | 4% |
| Total operating expenses | $303.2 | $313.2 | (3)% |
| Percentage of sales | 19.7% | 18.0% | +170 bps |
| Income from financial services | $22.1 | $21.9 | 1% |
| Operating (loss) income | $(36.1) | $39.0 | NM |
| Non-operating expense: |  |  |  |
| Interest expense | $34.1 | $31.9 | 7% |
| Other expense (income), net | $0.9 | $(0.6) | NM |
| (Loss) income before income taxes | $(71.1) | $7.7 | NM |
| (Benefit) provision for income taxes | $(4.4) | $3.8 | NM |
| Effective income tax rate | 6.1% | 49.3% | NM |
| Net (loss) income | $(66.7) | $3.9 | NM |
| Net income attributable to noncontrolling interest | (0.1) | (0.1) | — |
| Net (loss) income attributable to Polaris Inc. | $(66.8) | $3.8 | NM |
| Percentage of sales | (4.3)% | 0.2% | -457 bps |
| Adjusted EBITDA | $52.7 | $110.0 | (52)% |
| Adjusted EBITDA Margin | 3.4% | 6.3% | -291 bps |
| Diluted net (loss) income per share attributable to Polaris Inc. shareholders | $(1.17) | $0.07 | NM |
| Weighted average diluted shares outstanding | 56.9 | 57.2 | (1)% |
| NM = not meaningful |  |  |  |

### Sales:

The decrease in sales for the quarter was due to decreased shipments, lower net pricing driven by higher promotional costs, and unfavorable currency exchange rate movements, partially offset by product mix.

The components of the consolidated sales change were as follows:

_March 31, 2025_

| Line item | Percent change in total Company sales compared to corresponding period of the prior year / Three months ended |
| --- | --- |
| Volume | (10)% |
| Product mix and price | (1) |
| Currency | (1) |
|  | (12)% |

The decrease in sales for the quarter was primarily due to decreased shipments in all segments, as well as lower net pricing driven by higher promotional costs.

Sales by geographic region were as follows:

| ($ in millions) | Three months ended March 31, 2025 | Three months ended March 31, / Percent of Total Sales | Three months ended March 31, 2024 | Three months ended March 31, / Percent of Total Sales | Three months ended March 31, / Percent Change 2025 vs. 2024 |
| --- | --- | --- | --- | --- | --- |
| United States | $1,192.7 | 78% | $1,342.8 | 77% | (11)% |
| Canada | 97.6 | 6% | 101.4 | 6% | (4)% |
| Other countries | 245.5 | 16% | 292.2 | 17% | (16)% |
| Total sales | $1,535.8 | 100% | $1,736.4 | 100% | (12)% |

Sales in the United States decreased during the quarter primarily as a result of lower shipments in all segments.

Sales in Canada decreased during the quarter primarily as a result of decreased ORV and motorcycle shipments, partially offset by higher snowmobile shipments. Currency rate movements had an unfavorable impact of six percentage points on quarter-to-date sales.

Sales in other countries decreased during the quarter primarily as a result of reduced On Road and ORV shipments, primarily in Europe. Currency rate movements had an unfavorable impact of four percentage points on quarter-to-date sales.

### Cost of Sales:

The following table reflects our cost of sales in dollars and as a percentage of sales:

| ($ in millions) | Three months ended March 31, 2025 | Three months ended March 31, / Percent of Total Cost of Sales | Three months ended March 31, 2024 | Three months ended March 31, / Percent of Total Cost of Sales | Three months ended March 31, / Percent Change 2025 vs. 2024 |
| --- | --- | --- | --- | --- | --- |
| Purchased materials and logistics | $1,066.6 | 83% | $1,152.2 | 82% | (7)% |
| Labor costs | 137.9 | 11% | 164.8 | 12% | (16)% |
| Depreciation and amortization | 56.8 | 4% | 48.3 | 3% | 18% |
| Warranty | 29.5 | 2% | 40.8 | 3% | (28)% |
| Total cost of sales | $1,290.8 | 100% | $1,406.1 | 100% | (8)% |
| Percentage of sales | 84.0% |  | 81.0% | +307 bps |  |

Cost of sales decreased during the quarter primarily as a result of reduced sales volumes driving lower purchased materials and decreased labor costs.

### Gross Profit:

Gross profit for the quarter, as a percentage of sales, decreased primarily due to lower net pricing driven by higher promotional costs and unfavorable currency exchange rate movements, partially offset by favorable operational costs and reduced warranty expense.

### Operating Expenses:

Operating expenses, in absolute dollars, decreased for the quarter due to reduced selling and marketing and research and development expenses, partially offset by increased general and administrative expenses. Operating expenses, as a percentage of sales, increased for the quarter primarily due to decreased leverage of fixed costs as a result of reduced sales volumes.

### Income from Financial Services:

Income from financial services increased for the quarter, primarily as a result of higher retail credit income resulting from higher penetration rates. This increase was mostly offset by lower wholesale financing income from Polaris Acceptance due to reduced interest rates.

### Interest Expense:

Interest expense increased for the quarter primarily due to higher debt levels.

### Other expense (income), net:

Other expense (income) is primarily the result of currency exchange rate movements and the corresponding effects on currency transactions related to our international subsidiaries.

### (Benefit) provision for income taxes:

The income tax benefit was $4.4 million or 6.1% of the loss before income tax expense, compared to income tax expense of $3.8 million or 49.3% of income before income tax expense for the first quarter of 2024. The tax provision benefit for the quarter was primarily due to the pretax loss generated, partially offset by unfavorable adjustments related to share-based compensation.

### Adjusted EBITDA:

Adjusted EBITDA, in absolute dollars, decreased during the quarter primarily due to decreased shipments in all segments, lower net pricing driven by higher promotional costs, and unfavorable currency exchange rate movements, partially offset by favorable operating costs and reduced operating expenses.

### Weighted average diluted shares outstanding:

Over the time period within and between the comparable quarterly periods, weighted average diluted shares outstanding decreased, primarily due to share repurchases and a reduction in the dilutive effect of share-based equity awards.

### Cash Dividends:

We paid a regular cash dividend of $0.67 per common share on March 17, 2025 to holders of record at the close of business on March 3, 2025.

### Segment Results of Operations

The summary that follows provides a discussion of the results of operations of each of our three reportable segments, Off Road, On Road, and Marine. Each of these segments is comprised of various product offerings that serve multiple end markets. We evaluate performance based on sales and gross profit. The Corporate amounts include costs that are not allocated to segments, including certain unallocated manufacturing costs, the impacts from certain foreign currency transactions, and certain unallocated incentive compensation costs.

Our sales and gross profit by reporting segment, which includes the respective PG&A, were as follows:

| ($ in millions) | Three months ended March 31, 2025 | Three months ended March 31, / Percent of Sales | Three months ended March 31, 2024 | Three months ended March 31, / Percent of Sales | Three months ended March 31, / Percent Change 2025 vs. 2024 |
| --- | --- | --- | --- | --- | --- |
| Off Road | $1,198.6 | 78% | $1,335.7 | 77% | (10)% |
| On Road | 221.8 | 14% | 277.2 | 16% | (20)% |
| Marine | 115.4 | 8% | 123.5 | 7% | (7)% |
| Total sales | $1,535.8 | 100% | $1,736.4 | 100% | (12)% |

| ($ in millions) | Three months ended March 31, 2025 | Three months ended March 31, / Percent of Sales | Three months ended March 31, 2024 | Three months ended March 31, / Percent of Sales | Three months ended March 31, / Percent Change 2025 vs. 2024 |
| --- | --- | --- | --- | --- | --- |
| Off Road | $191.4 | 16.0% | $233.0 | 17.4% | (18)% |
| On Road | 35.7 | 16.1% | 60.4 | 21.8% | (41)% |
| Marine | 14.3 | 12.4% | 19.2 | 15.5% | (26)% |
| Corporate | 3.6 |  | 17.7 |  |  |
| Total gross profit | $245.0 |  | $330.3 |  | (26)% |
| Percentage of sales | 16.0% |  | 19.0% | -307 bps |  |

### Off Road:

Off Road sales, inclusive of PG&A sales, decreased 10 percent for the quarter, primarily due to decreased ORV shipments. The average per unit sales price for the Off Road segment decreased approximately seven percent for the quarter primarily due to lower net pricing driven by higher promotional costs.

Sales to customers outside of North America decreased seven percent for the quarter primarily as a result of lower ORV shipments.

Gross profit, as a percentage of sales, decreased during the quarter primarily due to lower net pricing driven by higher promotional costs, unfavorable foreign currency exchange rate movements, and higher finance interest, partially offset by product mix, lower warranty expense and favorable operating costs.

Additional information on our end markets for the quarter:

- Polaris North America utility unit retail sales down high-single digits percent
- Polaris North America recreation unit retail sales down high-teens percent
- Total Polaris North America ORV unit retail sales down low-double digits percent
- Estimated North America industry ORV unit retail sales down low-single digits percent
- Total Polaris North America ORV dealer inventories down approximately 15 percent
- Polaris North America snowmobile unit retail sales for the 2024-2025 season ending March 31, 2025 down low-twenties percent
- Estimated North America industry snowmobile unit retail sales for the 2024-2025 season ending March 31, 2025 down mid-teens percent
- Total Polaris North America snowmobile dealer inventories up approximately 5 percent

### On Road:

On Road sales, inclusive of PG&A sales, decreased 20 percent for the quarter, primarily due to decreased shipments in Europe. The average per unit sales price for the On Road segment decreased approximately four percent for the quarter primarily due to lower net pricing driven by higher promotional costs and product mix.

Sales to customers outside of North America decreased 27 percent for the quarter primarily as a result of reduced shipments in Europe.

Gross profit, as a percentage of sales, decreased for the quarter primarily due to lower net pricing driven by higher promotional costs and product mix, partially offset by favorable operating costs.

Additional information on our end markets for the quarter:

- Indian Motorcycle North America unit retail sales down low-teens percent
- Estimated North America industry 900cc cruiser, touring, and standard motorcycles unit retail sales down mid-twenties percent
- Polaris North America motorcycle dealer inventories up approximately 15 percent

### Marine:

Marine sales decreased seven percent for the quarter, primarily due to decreased shipments. The average per unit sales price for the Marine segment was flat for the quarter.

Gross profit, as a percentage of sales, decreased for the quarter due to decreased shipments, reduced leverage of fixed costs as a result of reduced sales volumes, and product mix.

Additional information on our end markets for the three-month period ended March 2025:

- Polaris U.S pontoon unit retail sales down high-single digits percent
- Estimated U.S. industry pontoon unit retail sales down low-double digits percent
- Polaris U.S deck boat unit retail sales down low-twenties percent
- Estimated U.S. industry deck boat unit retail sales down low-teens percent

### Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income, excluding interest expense, income tax expense, depreciation and amortization, and certain other non-cash, non-recurring, or non-operating items impacting net income from time to time. For example, costs associated with certain corporate restructuring activities, such as acquisitions and divestitures, are included as non-GAAP adjustments. We use the non-GAAP financial measure of Adjusted EBITDA Margin, which is defined as Adjusted EBITDA divided by adjusted net sales. We believe that Adjusted EBITDA and Adjusted EBITDA Margin help identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude from Adjusted EBITDA and Adjusted EBITDA Margin.

We believe that these measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management for financial and operational decision making. We are presenting these non-GAAP measures to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Adjusted EBITDA has limitations and should not be considered in isolation from, as a substitute for, or more meaningful than, net income as determined in accordance with GAAP. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance. Our presentation of Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our results will be unaffected by unusual or non-recurring items.

The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the periods presented:

| ($ in millions) | Three months ended March 31, 2025 | Three months ended March 31, 2024 |
| --- | --- | --- |
| Sales | $1,535.8 | $1,736.4 |
| Product wind downs (1) | 0.5 | — |
| Adjusted sales | $1,536.3 | $1,736.4 |
| Net (loss) income | $(66.7) | $3.9 |
| (Benefit) provision for income taxes | (4.4) | 3.8 |
| Interest expense | 34.1 | 31.9 |
| Depreciation | 67.4 | 58.4 |
| Intangible amortization (2) | 6.0 | 4.5 |
| Acquisition-related costs (3) | — | 0.3 |
| Restructuring (4) | 4.0 | 5.4 |
| Product wind downs (1) | 8.9 | — |
| Class action litigation expenses (5) | 3.4 | 1.8 |
| Adjusted EBITDA | $52.7 | $110.0 |
| Adjusted EBITDA Margin | 3.4% | 6.3% |

(1) Represents adjustments related to product wind downs, including the FTR product line within the Company’s On Road segment and the Timbersled product line within the Company’s Off Road segment

(2) Represents amortization expense for intangible assets acquired through business combinations and asset acquisitions

(3) Represents adjustments for integration and acquisition-related expenses

(4) Represents adjustments for corporate restructuring

(5) Represents adjustments for certain class action litigation-related expenses

### Liquidity and Capital Resources

Our primary sources of liquidity have been cash provided by operating and financing activities, including funds as needed from our credit facility and issuances of long-term debt. Our primary uses of funds have been for new product development, capital investments, cash dividends to shareholders, repurchases and retirements of common stock, and acquisitions. The seasonality of production and shipments cause working capital requirements to fluctuate during the year and from year to year.

We believe that existing cash balances and cash flows to be generated from operating activities, borrowing capacity under our credit facility and from future issuances or borrowings of long-term debt, will be sufficient to fund operations, new product development, cash dividends to shareholders, repurchases and retirement of common stock, and capital requirements for at least the next 12 months and for the foreseeable future thereafter.

### Cash Flows

The following table summarizes the cash flows from operating, investing and financing activities:

| ($ in millions) | Three months ended March 31, 2025 | Three months ended March 31, 2024 | Three months ended March 31, / Change |
| --- | --- | --- | --- |
| Total cash provided by (used for): |  |  |  |
| Operating activities | $83.2 | $(105.4) | $188.6 |
| Investing activities | (28.3) | (56.7) | 28.4 |
| Financing activities | (56.9) | 115.7 | (172.6) |

### Operating Activities:

The increase in net cash from operating activities was primarily the result of reduced working capital in the three months ended March 31, 2025 compared to working capital additions in the prior year comparable period, partially offset by lower net income. Net loss was $66.7 million for the three months ended March 31, 2025, compared to 2024 first quarter net income of $3.9 million.

### Investing Activities:

The primary sources and uses of cash were for the purchase of property, equipment and tooling for continued capacity and capability at our manufacturing, distribution, and product development facilities, and distributions from and contributions to Polaris Acceptance. Net cash used for investing activities decreased due to a reduction in property, equipment and tooling purchases, as well as lower net distributions from Polaris Acceptance in 2025.

### Financing Activities:

Net cash used for financing activities was $56.9 million for the three months ended March 31, 2025, compared to cash provided by financing activities of $115.7 million for the comparable period in 2024. This change was primarily the result of net repayments under debt arrangements in the three months ended March 31, 2025 compared to net borrowings under debt arrangements during the comparable period in 2024. Net repayments totaled $18.3 million for the three months ended March 31, 2025, compared to $165.3 million of net borrowings for the comparable period in 2024.

### Financing Arrangements:

We are party to an unsecured Master Note Purchase Agreement, as amended and supplemented, under which we have issued senior notes. As of March 31, 2025, outstanding borrowings under the Master Note Purchase Agreement totaled $350.0 million.

We are also party to an unsecured credit facility, which includes a $1.4 billion variable interest rate Revolving Loan Facility that matures in December 2029, under which we have unsecured borrowings. As of March 31, 2025, there were borrowings of $272.1 million outstanding under the Revolving Loan Facility. Our credit facility also includes a Term Loan Facility, on which $493.8 million was outstanding as of March 31, 2025. We are required to make principal payments under the Term Loan Facility totaling $25 million over the next 12 months. For the credit facility, interest is charged at rates based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the agreements governing the credit facility. As of March 31, 2025, we had $1,120.7 million of availability on the Revolving Loan Facility.

In July 2024, the Company amended the credit facility to provide for an incremental 364-day term loan in the amount of $400.0 million (the “Incremental Term Loan Facility”). The Incremental Term Loan Facility is unsecured and has a term ending in July 2025. As with other borrowings under the credit facility, interest is charged at rates based on Adjusted Term SOFR plus the applicable add-on percentage, as defined in the agreements governing the credit facility.

The agreements governing the facility and the Master Note Purchase Agreement contain covenants that require the Company to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. The agreements require us to maintain an interest coverage ratio of not less than 3.00 to 1.00 and a leverage ratio of not more than 3.50 to 1.00 on a rolling four quarter basis. In December 2024, the Company entered into an amendment (the “NPA Amendment”) to the Master Note Purchase Agreement. The NPA Amendment amended the Note Purchase Agreement to revise the leverage ratio covenant from a gross leverage ratio to a net leverage ratio and revise the interest coverage ratio covenant definition to be based on EBITDA to interest expense. The credit facility was also amended in December 2024 and, as part of such amendment, the interest coverage ratio covenant definition was revised to be based on EBITDA to interest expense.

In November 2023, we issued $500 million aggregate principal amount of 6.95% Senior Notes pursuant to a public offering. We received approximately $492 million in net proceeds from the notes offering after deducting the underwriting discount and other fees and expenses. The notes bear interest at a rate of 6.95% per year, with interest payable semi-annually in arrears in March and September of each year. The notes mature in March of 2029. The indenture governing the notes is subject to customary covenants and make-whole provisions upon early termination.

On July 2, 2018, pursuant to the Agreement and Plan of Merger dated May 29, 2018, the Company completed the acquisition of Boat Holdings, LLC, a privately held Delaware limited liability company, headquartered in Elkhart, Indiana which manufactures boats (“Boat Holdings”). As a component of the Boat Holdings merger agreement, we have committed to make a series of deferred payments to the former owners through July 2030. The original discounted payable was for $76.7 million, of which $43.2 million was outstanding as of March 31, 2025.

As of March 31, 2025, we were in compliance with all debt covenants and our debt to total capital ratio was 63 percent. Additionally, as of March 31, 2025, we had letters of credit outstanding of $43.3 million, primarily related to purchase obligations for raw materials.

### Share Repurchases:

We did not repurchase shares of our common stock under our share repurchase program during the first three months of 2025. As of March 31, 2025, up to an additional $1,109.3 million of shares of our common stock remain available for repurchase under our share repurchase program.

### Wholesale Customer Financing Arrangements:

We have arrangements with certain finance companies to provide secured floor plan financing for our dealers. These arrangements provide liquidity by financing dealer purchases of our products without the use of our working capital. A majority of the worldwide sales of snowmobiles, ORVs, motorcycles, boats and related PG&A are financed under similar arrangements whereby we receive payment within a few days of shipment of the product. We participate in the cost of dealer financing up to certain limits.

Under these arrangements, we have agreed to repurchase products repossessed by these finance companies. As of March 31, 2025, the potential aggregate repurchase obligations were approximately $403.9 million. Our financial exposure under these repurchase agreements is limited to the difference between the amounts unpaid by the dealer with respect to the repossessed product plus costs of repossession and the amount received on the resale of the repossessed product. No material losses have been incurred under these agreements during the periods presented.

### Retail Customer Financing Arrangements:

We have agreements with third-party finance companies to provide financing options to end consumers of our products. We have no material contingent liabilities for residual value or credit collection risk under these agreements.

### Critical Accounting Policies

See our most recent Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our critical accounting policies. There have been no material changes to our critical accounting policies discussed in such report.

### Note Regarding Forward Looking Statements

This report 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 “believes,” “anticipates,” “expects,” “estimates” or words of similar import. Similarly, statements that describe our future plans, objectives or goals, such as future sales, future cash flows and capital requirements, operational initiatives, supply chain, tariffs, currency fluctuations, interest rates, and commodity costs, are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements, are also forward-looking. 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 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 the policies of the new 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 report 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 report 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.

## Item 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a complete discussion on the Company’s market risk. There have been no material changes in market risk from those disclosed in the Company’s Form 10-K for the year ended December 31, 2024. Refer below for further discussion on commodity cost risk, foreign currency exchange rate risk, and interest rate risk.

### Inflation:

We are subject to market risk from fluctuating market prices of certain purchased commodities and raw materials, including steel, aluminum, copper, petroleum-based resins, certain rare earth metals and diesel fuel. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum, rubber and others, which are integrated into our end products. While such materials are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. Further, the ultimate cost of certain commodities, raw materials, components and parts can fluctuate based on changes in international trade relations and trade policy, including those related to tariffs. We generally buy commodities and components based upon market prices that are established with the vendor as part of the purchase process. We enter into commodity hedging contracts in order to manage fluctuating market prices of certain commodities such as steel and diesel fuel. Based on our current outlook for commodity prices, excluding the impact of tariffs and related items, we expect total commodities to have a neutral impact on our gross profit margins for full-year 2025 when compared to 2024.

### Foreign Exchange Rates:

The changing relationships of the U.S. dollar to foreign currencies can have a material impact on our financial results.

Euro: We have operations in the Eurozone through wholly owned subsidiaries and distributors. We also purchase components from certain suppliers directly for our U.S. operations in transactions denominated in Euros. Fluctuations in the Euro to U.S. dollar exchange rate impacts sales, cost of sales and net income.

Canadian Dollar: We operate in Canada through a wholly owned subsidiary. The relationship of the U.S. dollar in relation to the Canadian dollar impacts sales, cost of sales and net income.

Other currencies: We operate in various countries, principally in Europe, Mexico and Australia, through wholly owned subsidiaries. We also sell to certain distributors in other countries and purchase components from certain suppliers directly for our U.S. operations in transactions denominated in these foreign currencies. The relationship of the U.S. dollar in relation to these other currencies impacts sales, cost of sales and net income.

We actively manage our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange hedging contracts. A portion of our foreign currency exposure is mitigated with the following open foreign currency hedging contracts as of March 31, 2025:

| Foreign Currency | Currency Position | Foreign currency hedging contracts / Notional amounts (in millions of U.S. Dollars) | Foreign currency hedging contracts / Average exchange rate of open contracts |
| --- | --- | --- | --- |
| Australian Dollar | Long | $22.9 | $0.64 to 1 AUD |
| Canadian Dollar | Long | 148.9 | $0.72 to 1 CAD |
| Mexican Peso | Short | 48.5 | 19.9 Peso to $1 |

During the quarter ended March 31, 2025, after consideration of the existing foreign currency hedging contracts, foreign currencies had a negative impact on net income compared to 2024. We expect currencies to have a negative impact on full-year net income in 2025 compared to 2024.

The assets and liabilities in all of our international entities are translated at the foreign exchange rate in effect at the balance sheet date. Translation gains and losses are reflected as a component of accumulated other comprehensive loss, net in the shareholders’ equity section of the consolidated balance sheets. Revenues and expenses in all of our international entities are translated at the average foreign exchange rate in effect for each month of the year. Certain assets and liabilities related to intercompany positions reported on our consolidated balance sheets that are denominated in a currency other than the entity’s functional currency are translated at the foreign exchange rates at the balance sheet date and the associated gains and losses are included in net income.

### Interest Rates:

We are a party to an unsecured credit facility with various lenders consisting of a $1.4 billion Revolving Loan Facility, a $500.0 million Term Loan Facility and a $400.0 million Incremental Term Loan Facility. Interest accrues on the revolving loan, term loans and Incremental Term Loan Facility at variable rates based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the agreements governing the credit facility. As of March 31, 2025, there was $272.1 million outstanding on the Revolving Loan Facility, $493.8 million outstanding on the Term Loan Facility and $400.0 million outstanding on the Incremental Term Loan Facility. We enter into interest rate swaps in order to manage our exposure to fixed and variable interest rates associated with our debt. We expect interest rates to have a positive impact on full-year net income in 2025 compared to 2024.

Borrowings pursuant to our private senior notes and public senior notes bear interest at fixed rates. We are subject to changes in the fair value of fixed-rate borrowings as a result of potential changes in prevailing interest rates. Changes in the fair value of fixed-rate borrowings have no impact on the amount of interest incurred, cash flows or our financial position.

## Item 4 – CONTROLS AND PROCEDURES

### Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

### Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

### Part II OTHER INFORMATION

## Item 1 – LEGAL PROCEEDINGS

We are involved in a number of legal proceedings incidental to our business, none of which is presently expected to have a material effect on our financial position, results of operations or cash flows, or the financial results of our business.

As of the date hereof, we are party to certain class action and putative class action lawsuits brought by the same plaintiff’s counsel and largely repeating the same allegations regarding various state consumer protection laws focused on rollover protection structures’ certifications for various Polaris off-road vehicles sold in California. The first case brought in federal court in California related to this matter—Guzman/Albright—was first reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The district court granted summary judgment against both plaintiffs’ claims, which the plaintiffs appealed. The Ninth Circuit issued two rulings in September 2022 that reversed the district court’s summary judgment rulings and remanded the case to the district court with instructions to dismiss one plaintiff’s claims without prejudice. The plaintiff whose claims were dismissed without prejudice refiled the putative class action in California State Court under the name Albright. In June 2023, the Albright court granted the parties’ stipulation to stay that case pending a decision on class certification in federal court in the Guzman case. On September 27, 2023, the district court in Guzman entered an order granting in part and denying in part plaintiff’s motion for class certification. The district court certified a California class for plaintiff’s claim seeking money damages under the California Consumers Legal Remedies Act but denied class certification on plaintiff’s claim seeking injunctive relief under Fed. R. Civ. P. 23(b)(2). On October 11, 2023, Polaris filed a petition to appeal the portion of the district court’s order granting class certification. On December 14, 2023, the Ninth Circuit denied Polaris’s petition. On December 18, 2024, the state court in Albright entered an order setting a hearing for June 20, 2025 to review the stay of proceedings in that case. Plaintiff’s counsel’s related case—Hellman/Berlanga—was first reported in the Company’s quarterly report for the period ended June 30, 2021. Since then, the Hellman plaintiff has been dismissed and, in May 2023, the remaining plaintiff in the Berlanga case filed a motion for class certification, which we opposed. On July 16, 2024, the federal district court entered an order granting in part and denying in part plaintiff’s motion for class certification. The federal district court certified a California class for plaintiff’s claim seeking money damages but denied class certification on plaintiff’s claim seeking injunctive relief. On July 17, 2024, the federal district court ordered that the Guzman case and the Berlanga case be consolidated for all purposes. On February 27, 2025, the federal district court vacated the pretrial deadlines and the May 5, 2025 trial date. The court will issue a new schedule and trial date upon its rulings on the pending summary judgment and class decertification motions.

With respect to each of the aforementioned class action and putative class action lawsuits, we are unable to provide any reasonable evaluation of the likelihood that a loss will be incurred or any reasonable estimate of the range of possible loss.

## Item 1A – RISK FACTORS

Please consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. Other than the supplemental risk factor provided below, there have been no material changes or additions to our risk factors discussed in such report which could materially affect the Company’s business, financial condition, or future results.

### Our business may be adversely affected by trade matters, including tariffs.

The recent imposition by the United States of tariffs on goods imported to the United States, or countermeasures imposed in response to such tariffs, will likely increase the cost of goods for our products and may reduce our ability to sell our products globally, which may adversely affect our operating results and financial condition. The U.S. government recently announced a series of additional tariffs on goods imported into the United States, which prompted retaliatory tariffs from other countries. We currently procure components from China, which are utilized in our facilities in the United States and Mexico. A portion of our annual sales originate from products manufactured in our facilities in Mexico, and we sell our products globally. As a result of the U.S. tariffs, and potential tariff modifications or the imposition of tariffs or export controls by other countries, we anticipate increased supply chain challenges, commodity cost volatility, economic uncertainty, and economic pressures on customers and consumers as a result of the challenges of high inflation combined with the effects of increased tariffs. The ultimate impact of any tariffs will depend on various factors, including how long such tariffs remain in place, the ultimate levels of such tariffs and how other countries respond to the U.S. tariffs. While we are implementing measures to mitigate these potential impacts, our preliminary analysis indicates the announced tariffs and these other factors may have a material negative effect on our profitability for the remainder of fiscal 2025. However, we are continuing to evaluate these factors and their potential effects.

## Item 2. –

Item 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth the information with respect to purchases made by or on behalf of Polaris of its own stock during the first quarter of the fiscal year ended December 31, 2025.

| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program (1) |
| --- | --- | --- | --- | --- |
| January 1 — 31, 2025 | — | — | — | $1,109,330,034 |
| February 1 — 28, 2025 | — | — | — | $1,109,330,034 |
| March 1 — 31, 2025 | — | — | — | $1,109,330,034 |
| Total | — | — | — |  |

(1) In October 2023, the Company’s Board of Directors authorized the purchase of up to an additional $1.0 billion of the Company’s outstanding common stock, in addition to the amount still outstanding on its April 2021 share repurchase program. As of March 31, 2025, the Company was authorized to repurchase up to an additional $1,109.3 million of the Company’s common stock. The share repurchase program does not have an expiration date.

## Item 5. Item

Item 5 – OTHER INFORMATION

### Trading Arrangements

During the fiscal quarter ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).

### Executive Officer Severance Agreements

On April 30, 2025, the Compensation Committee of the Company’s Board of Directors approved severance agreements (the “Severance Agreements”) with each of the Company’s named executive officers and “officers” (as defined in Rule 16a-1(f) of the Exchange Act). The Severance Agreements replace each individual’s existing severance agreements with the Company.

Each Severance Agreement provides, upon the executive’s termination by the Company without cause (and, for the Chief Executive Officer (“CEO”) only, upon a resignation for good reason) outside of the Change in Control Protection Period (as defined below) for the following: (i) an amount equal to 1x, 1.5x (solely for the Chief Financial Officer (“CFO”) or 2x (solely for the CEO) (x) the executive’s annual base salary and (y) the executive’s annual target cash incentive award under the Company’s Senior Executive Incentive Plan (“SEIP”); (ii) a pro-rated payment in respect of the executive’s annual target cash incentive award under the SEIP for the year in which the termination occurs; (iii) payment of any unpaid cash incentive award under the SEIP for the prior fiscal year; (iv) eligibility to receive continuation coverage under the Company’s group health plans for 12 months, 18 months (solely for the CFO) or 24 months (solely for the CEO); and (v) outplacement services. In addition, any outstanding and unvested stock options and restricted stock units held by the executive as of the termination date would accelerate and vest on a pro-rated basis, and any outstanding and unvested performance restricted stock units would remain outstanding and remain eligible to vest on a pro-rated basis in the same form and at the same time that the awards were originally scheduled to vest based on actual performance.

Each Severance Agreement provides, upon an executive’s termination of employment by the Company without cause or resignation for good reason on or within 24 months following a Change in Control (the “Change in Control Protection Period”), for the following: (i) an amount equal to 2x, 2.5x (solely for the CFO) or 3x (solely for the CEO) (x) the executive’s annual base salary and (y) annual target cash incentive award under the Company’s SEIP; (ii) a pro-rated payment in respect of the executive’s annual target cash incentive award under the SEIP for the year in which the termination occurs; and (iii) payment of any unpaid cash incentive award under the SEIP for the prior fiscal year. In addition, any outstanding and unvested stock options, restricted stock units and performance restricted stock units held by the executive as of the termination date would accelerate and vest in full, with performance restricted stock units vesting based on target performance.

Each Severance Agreement also provides that upon an executive’s termination of employment due to retirement, the executive would be eligible to receive: (i) a pro-rated payment in respect of the executive’s annual target cash incentive award under the SEIP for the year in which the termination occurs based on actual performance and (ii) payment of any unpaid cash incentive award under the SEIP for the prior fiscal year. In addition, any outstanding and unvested stock options and restricted stock units held by the executive as of the termination date would accelerate and vest in full, and any outstanding and unvested performance restricted stock units would remain outstanding and remain eligible to vest in the same form and at the same time that the awards were originally scheduled to vest based on actual performance.

The foregoing benefits are subject to the applicable executive’s execution and non-revocation of a general waiver and release of claims and continued compliance with restrictive covenants and other continuing obligations to the Company.

The foregoing description of the Severance Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Severance Agreements, the forms of which are filed herewith as Exhibit 10.b, Exhibit 10.c, and Exhibit 10.d and incorporated herein by reference.

## Item 6 – EXHIBITS

| Exhibit Number | Description |
| --- | --- |
| 3.a | Certificate of Incorporation of Polaris Inc. effective April 28, 2023, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 1, 2023. |
| 3.b | Bylaws of Polaris Inc., effective April 28, 2023, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 1, 2023. |
| 10.a | Form of Restricted Stock Award Agreement (2024) made under the Polaris Inc. 2024 Omnibus Incentive Plan.* |
| 10.b | Form of CEO Severance Agreement, effective April 30, 2025.* |
| 10.c | Form of CFO Severance Agreement, effective April 30, 2025.* |
| 10.d | Form of Section 16 Officer Severance Agreement, effective April 30, 2025.* |
| 31.a | Certification of Chief Executive Officer required by Exchange Act Rule 13a-14(a). |
| 31.b | Certification of Chief Financial Officer required by Exchange Act Rule 13a-14(a). |
| 32.a | Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.b | Certification furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101 | The following financial information from Polaris Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2025, filed with the SEC on April 30, 2025, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024, (ii) the Consolidated Statements of (Loss) Income for the three month periods ended March 31, 2025 and 2024, (iii) the Consolidated Statements of Comprehensive Loss for the three month periods ended March 31, 2025 and 2024, (iv) the Consolidated Statements of Equity for the three month periods ended March 31, 2025 and 2024, (v) the Consolidated Statements of Cash Flows for the three month periods ended March 31, 2025 and 2024, and (vi) Notes to Consolidated Financial Statements. |
| 104 | The cover page from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2025 formatted in iXBRL. |

* Management contract or compensatory plan.

SIGNATURES

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.

POLARIS INC.   (Registrant)

Date: April 30, 2025 /s/ MICHAEL T. SPEETZEN

Michael T. Speetzen   Chief Executive Officer   (Principal Executive Officer)

Date: April 30, 2025 /s/ ROBERT P. MACK

Robert P. Mack   Chief Financial Officer   (Principal Financial and Accounting Officer)

---

## EX-10.A

SEC source: [exhibit10aexecrsu2025.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit10aexecrsu2025.htm)

Exhibit 10.a

POLARIS INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

NAME   ADDRESS Grant:

Plan:

ID:

In accordance with the terms of the Polaris Inc. 2024 Omnibus Incentive Plan (the "Plan"), Polaris Inc. (the “Company”) has granted to you, the Participant named above, an award of Restricted Stock Units for the number of such Units set forth in the table below. The terms and conditions of this Award are set forth in this Restricted Stock Units Award Agreement (the “Agreement”), consisting of this cover page, the Award Terms and Conditions on the following pages, and in the Plan document, a copy of which has been made available to you. Any capitalized term that is not defined in this Agreement will have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

- Number of Restricted Stock Units Granted:
- Grant Date: [
- ], 2025
- Vesting Schedule: Vesting Date Number of Units That Vest
- [
- ], 2026 [
- ]
- [
- ], 2027 [
- ]
- [
- ], 2028 [
- ]

All terms, provisions and conditions applicable to the Restricted Stock Units set forth in the Plan and not set forth in this Agreement are incorporated by reference into this Agreement.

By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all the terms and conditions contained in this Agreement and in the Plan. Unless you notify the Company of your non-acceptance within 30 days of the Grant Date, you will be deemed to have accepted this Agreement and to be bound by all of the terms and conditions contained in this Agreement and in the Plan. If you notify the Company of your non-acceptance of this Restricted Stock Units Award, then this Restricted Stock Units Award will be canceled and no longer effective. This Agreement supersedes any prior agreement between you and the Company related to equity vesting or retirement eligibility or retirement benefits. You acknowledge that you have received and reviewed these documents and that they set forth the entire agreement between you and the Company regarding your rights and obligations in connection with this Restricted Stock Units Award.

POLARIS INC.

/s/ James P. Williams

James P. Williams

SVP, CHRO

Attachments: Award Terms and Conditions

Polaris Inc.

2024 Omnibus Incentive Plan

Restricted Stock Unit Award Agreement

Award Terms and Conditions

1.Award of Restricted Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of the number of Restricted Stock Units identified on the cover page of this Agreement (the "Units"). Each Unit represents the right to receive one Share of the Company’s Common Stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account will be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.

2. Restrictions Applicable to Units. Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section 2 will be void and ineffective. The Units and your right to receive Shares in settlement of the Units under this Agreement will be subject to forfeiture except to extent the Units have vested as provided in Section 4.

3. No Shareholder Rights. The Units subject to this Award do not entitle you to any rights of a shareholder of the Company, including with respect to dividends or dividend equivalents. You will not have any of the rights of a shareholder of the Company in connection with the grant of Units subject to this Agreement unless and until Shares are issued to you upon settlement of the Units as provided in Section 5.

4. Vesting and Forfeiture of Units. The Units will vest at the earliest of the following times and to the degree specified. For purposes of this Agreement, use of the terms “employment” and “employed” refers to providing services to the Company and its Affiliates in the capacity of an Employee, Nonemployee Director or Third-Party Service Provider.

(a)Scheduled Vesting. The Units will vest in accordance with the Vesting Schedule set forth on the cover page to this Agreement, so long as your employment has been continuous since the Grant Date.

(b)Change of Control. If a Change of Control occurs after the Grant Date while you continue to be employed and before all of the Units have otherwise vested in accordance with the Vesting Schedule, then the following shall apply:

(1) If this Award is continued, assumed or replaced in connection with a Change of Control but you experience an involuntary termination of employment for reasons other than Cause, or you terminate your employment for Good Reason (as defined below), and in either case such termination occurs within one year after the Change of Control, then all of the Units subject to this Award shall vest as of the termination date.

(2) If this Award is not continued, assumed or replaced in connection with a Change of Control, then all of the Units subject to this Award shall vest as of the date of and immediately prior to the Change of Control.

For purposes of this Section 4(b), “Good Reason” means, without your express written consent, (w) any material reduction in the scope of your authority, duties or responsibilities; (x) any material reduction in your base compensation; (y) any material change in the geographic location of your principal place of employment; or (z) any action or inaction that constitutes a material breach by the Company of any agreement under

which you provide services to the Company. Good Reason shall not, however, exist unless you have first provided written notice to the Company of the initial occurrence of one or more of the events under clauses (w) through (z) above within ninety (90) days of the event’s occurrence, and such event is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice from you.

(c)Retirement. If your employment terminates by reason of your Retirement, then any unvested Units shall continue to vest in accordance with the Vesting Schedule set forth on the cover page to this Agreement. For these purposes, “Retirement” means any termination of your employment with the Company and its Affiliates, other than termination for Cause, that occurs (i) at least twelve (12) months after the Grant Date, and (ii) at or after you reach the age of fifty-five (55) and have completed at least ten (10) years of continuous service with the Company or its Affiliates, provided that in the event of your Retirement, you must give the Company written notice that you are considering Retirement at least one year prior to the date of termination to be entitled to such vesting of this Award. Notwithstanding any provision to the contrary, if the Award is continued, assumed or replaced in connection with a Change of Control, in the event of a Retirement within one year after the Change of Control, then all of the unvested Units subject to this Award shall vest as of such Retirement.

(d)Forfeiture of Unvested Units. If your employment terminates prior to the final scheduled Vesting Date under circumstances other than as set forth in Section 4(b), 4(c), or 4(e), all unvested Units shall immediately be forfeited.

(e)Death or Disability. If your employment terminates by reason of your death or disability (within the meaning of Section 22(e)(3) of the Code) (“Disability”), then all of the Units subject to this Award shall continue to vest in accordance with the Vesting Schedule set forth on the cover page to this Agreement. Notwithstanding any provision to the contrary, if the Award is continued, assumed or replaced in connection with a Change of Control, in the event your employment terminates by reason of your Disability within one year of a Change of Control, then all of the unvested Units subject to this Award shall vest as of such termination of employment.

5. Settlement of Units. After any Units vest pursuant to Section 4, the Company will, as soon as practicable (but no later than the later of (a) the end of the calendar year in which such Units vest or (b) the 15th day of the third calendar month after the vesting date), cause to be issued or transferred and delivered to you, or to your designated beneficiary or estate in the event of your death, one Share in payment and settlement of each vested Unit. Delivery of the Shares will be effected by the issuance of a stock certificate, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided, or by the electronic delivery of the Shares to a designated brokerage account, will be subject to satisfaction of withholding tax obligations as provided in Section 6 and compliance with all applicable legal requirements as provided in Section 19.6 of the Plan, and will be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with respect to the issuance and delivery of the Shares to you, and all fees and expenses incurred by it in connection therewith. If the Award is continued, assumed or replaced in connection with a Change of Control, notwithstanding any provision to the contrary, any Units at the time of the Change of Control that are outstanding and not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be vested at the time of such Change of Control.

6. Withholding Taxes. The Company will make such provisions for the withholding or payment of taxes as it deems necessary under applicable law. Unless expressly agreed otherwise between you and the Company, the Company will satisfy any withholding or payment of taxes by delivering a number of Shares with respect to the Units that is net of taxes and applicable withholdings, unless the Company (the Committee, if you are subject to reporting under Section 16 of the Exchange Act) determines otherwise in its sole discretion, in which case the Company will have

the right to deduct from payments of any kind otherwise due to you or alternatively to require you to remit to the Company an amount in cash, by wire transfer of immediately available funds, certified check or such other form as may be acceptable to the Company, sufficient to satisfy at the time when due any federal, state, or local taxes or other withholdings of any kind required by law to be withheld with respect to the Units.

7. Compensation Recovery. Notwithstanding any other provision of this Agreement to the contrary, you acknowledge and agree that this Agreement and the award described herein (and any settlement thereof) are subject to (a) the terms and conditions of the Company’s clawback policies as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Shares may be traded) (the “NYSE Compensation Clawback Policy”), and that, to the extent the NYSE Compensation Clawback Policy, by its terms, is applicable to your Units, relevant sections of this Agreement shall be (if necessary) deemed superseded by and subject to the terms and conditions of the NYSE Compensation Clawback Policy from and after the effective date thereof; and (b) forfeiture to or reimbursement of the Company under the circumstances and to the extent provided in Section 304 of the Sarbanes-Oxley Act of 2002 if you are one of the individuals expressly subject to such Section 304. Further, by accepting the Units covered by this Agreement, you (i) consent to be bound by the terms of this Section 7 and the NYSE Compensation Clawback Policy, as applicable, (ii) agree and acknowledge that you are obligated to and will cooperate with, and will provide any and all assistance necessary to, the Company in any effort to recover or recoup any compensation or other amounts subject to clawback or recovery pursuant to this Section 7, the NYSE Compensation Clawback Policy and/or applicable laws, rules, regulations, stock exchange listing standards or other Company policy, and (iii) agree that the Company may enforce its rights under this Section 7 and the NYSE Compensation Clawback Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the NYSE Compensation Clawback Policy.

8. Governing Plan Document. This Agreement and Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

9. Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.

10. Entire Agreement; Amendment; Severability. This Agreement and the Plan embody the entire understanding of the parties regarding the subject matter hereof and will supersede all prior agreements and understandings, oral or written, between the parties with respect thereto. Except as otherwise provided in Section 15.4 (Amendment to Conform to Law) of the Plan, no change, alteration or modification of this Agreement may adversely affect in any material way your rights under this Agreement without your prior written consent. If any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby.

11. Certain References. References to you in any provision of this Agreement under circumstances where the provision should logically be construed to apply to your executors or administrators, or to the person or persons to whom all or any portion of the Units may be transferred by will or the laws of descent and distribution, will be deemed to include such person or persons.

12. Notices. Unless and until some other address is so designated, all notices or communications by you to the Company will be mailed or delivered to the Company at:

Polaris Inc.

Attn: Chief Human Resources Officer

2100 Highway 55, Medina, Minnesota 55340

With a copy to:

Polaris Inc.

Attn: General Counsel

2100 Highway 55, Medina, Minnesota 55340

13. Choice of Law. This Agreement will be governed by, and interpreted and enforced in accordance with, the laws of the state of Delaware (without regard to its conflicts or choice of law principles).

14. Electronic Delivery. The Company may deliver any documents or notices related to this Award by electronic means, including through its third-party stock plan administrator. You hereby consent to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or the Company’s third-party stock plan administrator.

15. Country of Residence Appendix. This Restricted Stock Units Award and any Shares or cash acquired under such Award shall be subject to any and all special terms and provisions, if any, as set forth in the Appendix for your country of residence, which Appendix is incorporated into and made a part of this Agreement.

* * * * *

---

## EX-10.B

SEC source: [exhibit10bceoseveranceagre.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit10bceoseveranceagre.htm)

Exhibit 10.b

AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”), is made and entered into as of _______, 2025 and amends and restates that certain Severance Agreement between POLARIS INC., a Delaware corporation (the “Company”), and Michael Speetzen (the “Employee”), dated as of July 31, 2015.

R E C I T A L S:

WHEREAS, Employee currently serves as Chief Executive Officer of the Company; and

WHEREAS, to enhance the loyalty and performance of Employee with the Company, the Company desires to provide the Employee with certain compensation and benefits in the event of a termination of employment under the circumstances set forth herein.

NOW, THEREFORE, in consideration of the mutual premises and agreements set forth herein, the parties hereby agree as follows:

1.Definitions. As used in this Agreement, these terms shall have the following meanings:

(a)Award. “Award” shall have the meaning of “Award” (or any term of similar import) set forth in the LTIP.

(b)Board. “Board” means the Board of Directors of the Company.

(c)Cause. For purposes of this Agreement only, “Cause” means (i) repeated violations of the Employee’s employment obligations (other than as a result of incapacity due to physical or mental illness), which are demonstrably willful and deliberate on Employee’s part and which are not remedied in a reasonable period after written notice from the Company specifying such violations; or (ii) conviction for (or plea of nolo contendere to) a felony.

(d)Change in Control. A “Change in Control” shall be deemed to have occurred if, prior to the Termination Date (as defined below):

(i)Any election has occurred of persons to the Board that causes at least one-half of the Board to consist of persons other than (x) persons who were members of the Board as of the date of this Agreement and (y) persons who were nominated for election by the Board as members of the Board at a time when more than one-half of the members of the Board consisted of persons who were members of the Board as of the date of this Agreement; provided, however, that any person nominated for election by the Board at a time when at least one-half of the members of the Board were persons described in clauses (x) and/or (y) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (x) (persons described or deemed described in clauses (x) and/or (y) are referred to herein as “Incumbent Directors”); or

(ii)The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of

Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities equal to or greater than 35% of the Company Voting Securities unless such acquisition has been designated by the Incumbent Directors as an acquisition not constituting a Change in Control for purposes hereof; or

(iii)A liquidation or dissolution of the Company; or a reorganization, merger or consolidation of the Company unless, following such reorganization, merger or consolidation, the Company is the surviving entity resulting from such reorganization, merger or consolidation or at least one-half of the Board of Directors of the entity resulting from such reorganization, merger or consolidation consists of Incumbent Directors; or a sale or other disposition of all or substantially all of the assets of the Company unless, following such sale or disposition, at least one-half of the Board of Directors of the transferee consists of Incumbent Directors.

As used herein, “Company Voting Securities” means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of the Board.

(e)Change in Control Termination. “Change in Control Termination” shall have the meaning set forth in Paragraph 2.

(f)Code. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(g)Compensation Committee. “Compensation Committee” means the Compensation Committee of the Board.

(h)Good Reason. “Good Reason” means any of the following actions taken by the Company without the Employee’s express written consent: (i) a material reduction in the Employee’s annual base salary, except for any reduction of no more than 10% that applies as part of a reduction to substantially all senior executives of the Company; (ii) any material diminution of the duties, responsibilities, authority, positions or titles of the Employee; (iii) the Company requiring the Employee to be based at any location more than a 50-mile radius from the Employee’s principal office (it being acknowledged and agreed that this prong (iii) will not apply if the Employee works remotely, or is permitted to work remotely); or (iv) any material breach by the Company of any material term or provision of any employment agreement entered into between the Company and the Employee; provided, however, that none of the events described in the foregoing clauses will constitute Good Reason unless the Employee has notified the Company in writing describing the events that constitute Good Reason within thirty (30) calendar days following the first occurrence of such events and then only if the Company fails to cure such events within thirty (30) calendar days after the Company’s receipt of such written notice, and the Employee has terminated the Employee’s employment with the Company promptly following the expiration of such cure period.

(i)LTIP. “LTIP” means the Polaris Inc. 2007 Omnibus Incentive Plan, as amended and restated, the Polaris Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time, and any successor plan(s).

(j)Non-Change in Control Termination. “Non-Change in Control Termination” shall have the meaning set forth in Paragraph 3.

(k)Retirement. “Retirement” means termination of the Employee’s employment with the Company, other than a termination by the Company for Cause, in which the Termination Date occurs on or after the date the Employee has reached the age of fifty-five (55) and has completed at least ten (10) years of continuous employment, provided that the Employee gives the Company written notice that the Employee is considering retirement at least one (1) year prior to the date of such termination.

(l)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).

(m)Termination Date. “Termination Date” means the date on which the Employee’s employment with the Company is terminated, with termination of employment being deemed to have occurred using the standard under Section 409A of the Code (also referred to as a “separation from service”).

2.Termination upon Change in Control. If a Change in Control occurs and, upon or within twenty-four (24) months after such Change in Control, the Employee terminates his employment for Good Reason or the Employee’s employment is terminated by the Company for any reason other than for Cause (a “Change in Control Termination”), then the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to (i) three (3) times the sum of Employee’s (x) annual base salary and (y) annual target cash incentive award under the Senior Executive Incentive Plan, in each case, as in effect on the Termination Date, (ii) the Employee’s target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (iii) the value of the Employee’s accrued but unused vacation time measured as of the Termination Date.

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Termination upon Change in Control. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payment to be made pursuant to Paragraph 2(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)Treatment of Awards upon Change in Control Termination. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, then, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, all outstanding and unvested Awards held by the Employee, as of the Termination Date, shall accelerate and vest in full, with any outstanding and unvested performance restricted stock unit Awards vesting based on

target performance. Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award that becomes vested pursuant to this Paragraph 2(c) shall remain exercisable until the original option expiration date.

3.Non-Change in Control Termination. Notwithstanding the foregoing, if the Employee terminates his employment for Good Reason or the Employee’s employment is terminated by the Company for any reason other than for Cause, and such termination does not occur upon or within twenty-four (24) months after a Change in Control (a “Non-Change in Control Termination”), then the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to two (2) times the sum of Employee’s (x) annual base salary and (y) annual target cash incentive award under the Senior Executive Incentive Plan, in each case, as in effect on the Termination Date, which amount shall be payable over a period of two (2) years beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices, provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date and (ii) a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the sum of (A) Employee’s target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (B) the value of the Employee’s accrued but unused vacation time measured as of the Termination Date. If the Employee is a “specified employee” (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a) during the six (6)-month period beginning on the Termination Date exceeds two (2) times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Code, then such excess amount shall be paid at the end of such six (6)-month period.

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Non-Change in Control Termination. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payments to be made pursuant to Paragraph 3(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)COBRA Premium. If the Employee elects to receive COBRA benefits upon termination, the Company shall pay the premium for coverage of the Employee and the Employee’s eligible spouse and/or dependents under the Company’s group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act for the two-year period beginning on the Termination Date.

(d)Outplacement Counseling. The Company shall provide the Employee with reasonable executive outplacement services, in accordance with Company policies for senior executives as in effect on the Termination Date.

(e)Treatment of Awards upon Non-Change in Control Termination. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, (i) all outstanding and unvested Awards in the form of outstanding restricted stock units and outstanding stock options that are held by the Employee, as of the Termination Date, shall accelerate and vest on a pro-rated basis based on the number of days that have elapsed in the vesting period from the grant date through the Termination Date and (ii) all outstanding and unvested Awards in the form of performance restricted stock units held by the Employee, as of the Termination Date, shall remain outstanding and eligible to vest in the same form and at the same time that such Awards were originally scheduled to vest on a pro-rated basis based on actual performance (as certified by the Compensation Committee) and the number of days that have elapsed in the vesting period from the grant date through the Termination Date. Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award (or portion thereof) that becomes vested pursuant to this Paragraph 3(e) shall remain exercisable until the original option expiration date.

4.Retirement. Upon the Employee’s Retirement, the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Pro-Rata Annual Bonus Payment upon Retirement. Subject to the discretion of the Board and approval by the Compensation Committee, the Company shall pay the Employee in respect of the Employee’s annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, an amount equal to the Employee’s cash incentive award under the Senior Executive Incentive Plan for such fiscal year based on actual performance, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year. Such bonus payment shall be made as soon as the performance achievement is certified by the Compensation Committee (but no later than two and one-half (2 ½) months after the end of such fiscal year).

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Retirement. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payments to be made pursuant to Paragraph 4(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)Treatment of Vacation upon Retirement. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the value of the Employee’s accrued but unused vacation time measured as of the Termination Date.

(d)Treatment of Awards upon Retirement. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, (i) all outstanding and unvested Awards in the form of stock options and restricted stock units that are held by the Employee, as of the Termination Date, shall accelerate and vest in full and be paid to the Employee no later than sixty (60)

days after the Termination Date and (ii) all outstanding and unvested Awards in the form of performance restricted stock units that are held by the Employee, as of the Termination Date, shall remain outstanding and will vest in the same form and at the same time that such Awards otherwise would have vested as if the Employee had remained continuously employed by the Company through the full vesting period, with any outstanding and unvested performance restricted stock unit Awards vesting based on actual performance (as certified by the Compensation Committee). Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award that becomes vested pursuant to this Paragraph 4(d) shall remain exercisable until the original option expiration date.

5.All Other Terminations. For the avoidance of doubt, if the Employee’s employment with the Company terminates for any reason except as explicitly set forth in Paragraphs 2, 3 and 4, the Employee shall be eligible to receive any accrued but unpaid annual base salary through the Termination Date and a payment in respect of any accrued but unused vacation days, and any Awards then held by the Employee shall be treated in accordance with the terms of the LTIP and the applicable award agreement. In addition, and notwithstanding any provisions in the Senior Executive Incentive Plan or any other applicable documentation to the contrary, the Employee shall only be required to be employed by the Company through December 31 of the applicable plan year (rather than through the date that awards under the Senior Executive Incentive Plan are paid) in order to be eligible to receive payouts under the Senior Executive Incentive Plan.

6.Condition to Receipt of Severance Benefits. As a condition to receiving any severance benefits in connection with a Change in Control Termination under Paragraph 2, in connection with a Non-Change in Control Termination under Paragraph 3 or in connection with a Retirement under Paragraph 4, the Employee shall have executed and not rescinded a general waiver and release (the “Waiver and Release”) in the form provided by the Company at the time of termination of employment, and shall be and remain in compliance with Employee’s continuing obligations to the Company under this Agreement or any other written agreement between the Employee and the Company (including the Non-Competition and Non-Solicitation Agreement referenced in Paragraph 19). The Waiver and Release shall become effective in accordance with the rescission provisions set forth therein.

7.Benefits in Lieu of Severance Pay. The severance benefits provided for in Paragraphs 2, 3 and 4 are in lieu of any benefits that would otherwise be provided to the Employee under any Company severance pay policy or practice and the Employee shall not be entitled to any benefits under any Company severance pay policy or practice in the event that severance benefits are paid hereunder.

8.Rights in the Event of Dispute. In the event of a Change of Control Termination, if there is a claim or dispute arising out of or relating to this Agreement or any breach thereof, regardless of the party by whom such claim or dispute is initiated, the Company shall, in connection with settlement in the Employee’s favor of any such matter or upon payment of any judgment entered in the Employee’s favor, upon presentation of appropriate vouchers, pay all legal expenses, including reasonable attorneys’ fees, court costs, and ordinary and necessary out-of-pocket cost of attorneys, billed to and payable by the Employee or by anyone claiming under or through the Employee.

9.Effect on Employment. Neither this Agreement nor anything contained herein shall be construed as conferring upon Employee the right to continue in the employment of the Company or any of its affiliates, or as interfering with or limiting the right of the Company to terminate the Employee’s employment with or without cause at any time.

10.Limitation in Action. Prior to the occurrence of a Change in Control, the Board shall have the power and the rights, within its sole discretion, to modify or amend Paragraphs 2, 3 and 4 of this Agreement, but not in a manner that would be less favorable to the Employee without the consent of Employee. In all other cases, and notwithstanding the authority granted to the Board to exercise any discretion to modify or amend Paragraphs 2, 3 and 4 of this Agreement contained herein, the Board will not, following a Change in Control, have the power or right to exercise such authority or otherwise take any action that is inconsistent with the provisions of this Agreement.

11.Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no succession had taken place unless, in the opinion of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee’s rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee’s legal representative or other successors in interest, but shall not otherwise be assignable or transferable.

12.Severability. If any provision of this Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

13.Survival. The rights and obligations of the parties pursuant to this Agreement shall survive the termination of the Employee’s employment with the Company to the extent that any performance is required hereunder after such termination.

14.Governing Law. This Agreement shall be governed by and construed under the laws of the State of Minnesota, without giving effect to the conflicts of law provisions thereof.

15.Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company’s case, to its Secretary) or 48 hours after deposit thereof in the U.S. mails, postage prepaid, addressed, in the case of the Employee, to his last known address as carried on the personnel records of the Company and, in the case of the Company, to the corporate headquarters, attention of the Secretary, or to such other address as the party to be notified may specify by written notice to the other party.

16.Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements and understandings between the parties, whether written or oral, with respect to the subject matter hereof.

17.Amendments and Construction. Except as set forth in Paragraph 10, this Agreement may only be amended in a writing signed by the parties hereto. Paragraph headings are for convenience only and shall not be considered a part of the terms and provisions of this Agreement.

18.Non-Competition and Non-Solicitation Agreement. The Non-Competition and Non-Solicitation Agreement entered into between the Employee and the Company remains in full force and effect and nothing contained herein is intended to amend or modify the provisions of that agreement or any replacements thereof.

19.Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company determines are required or authorized to be withheld pursuant to any applicable law or regulation. Except for any tax amounts withheld by the Company from any compensation that Employee may receive in connection with Employee’s employment with the Company and any employer taxes required to be paid by the Company under applicable laws or regulations, Employee is solely responsible for payment of any and all taxes owed in connection with any compensation, benefits, reimbursement amounts or other payments Employee receives from the Company under this Agreement or otherwise in connection with Employee’s employment with the Company.

20.Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A.

[Remainder of page intentionally blank; signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Severance Agreement as of the day and year first written above.

POLARIS INC.   By:    Jim Williams   SVP and CHRO EMPLOYEE   By:    Name: Michael Speetzen

[Signature Page to Amended and Restated Severance Agreement]

EXHIBIT A  
FORM OF  
WAIVER AND RELEASE

This Release (hereafter, “Agreement”) is made and entered into this _________ day of _________ 20__, by and between Michael Speetzen (hereafter, the “Employee”) and Polaris Inc., a Delaware corporation (hereafter, the “Company”).

WHEREAS, the Company and the Employee are parties to that certain Severance Agreement, dated as of _________ (the “Severance Agreement”), pursuant to which the Employee is entitled to certain severance benefits in the event of a Change in Control Termination, a Non-Change in Control Termination or a Retirement (each as defined in the Severance Agreement); and

WHEREAS, the Company and the Employee agree and acknowledge that the Employee has become entitled to severance benefits specified in the Severance Agreement in connection with a Change in Control Termination, a Non-Change in Control Termination or a Retirement; and

WHEREAS, under the Severance Agreement, as a condition to receipt of severance benefits in connection with a Change in Control Termination, a Non-Change in Control Termination or a Retirement, Employee has agreed to execute this Agreement in order to settle, compromise, and resolve fully and finally any and all claims and disputes with respect to the Company, whether known or unknown, which exist or could exist.

NOW, THEREFORE, in consideration of the mutual promises and covenants established in this Agreement, the parties agree as follows:

I. TERMINATION DATE

The Employee’s effective date of termination of employment is ____________ (the “Effective Date”).

II.VOLUNTARY RELEASE

In return for the benefits set forth in the Severance Agreement, the Employee, on behalf of Employee, Employee’s heirs, executors, family members, beneficiaries, assignees, administrators, successors, and executors or anyone acting or claiming to act on the Employee’s behalf, hereby releases and forever discharges the Company and all divisions, parent, subsidiaries, and successors, and all affiliated organizations, companies, foundations, and other corporations as well as past and present employees, agents, officials, officers, directors, Board members and representatives, both individually and in their representative capacities, from any and all claims or causes of action of any type, both known or unknown, asserted and unasserted, direct and indirect, and of any kind, nature, or description whatsoever, under any local, state, or federal law(s), or the common law of the State of Minnesota, arising or such may have arisen at any time up to and including the Effective Date which date is set forth in Section I of this

Agreement. This includes, but is not limited to, any and all claims arising from the Employee’s employment with the Company and the termination of that employment, including claims arising under any applicable state Human Rights laws, Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Federal, Minnesota State Fair Labor Standards Acts, the Employee Retirement Income Security Act, and any other local, state, or federal law(s) relating to illegal discrimination in the workplace on the basis of race, religion, disability, sex, age, or other characteristics or traits, as well as any claims that the Employee may have been wrongfully discharged, that an employment contract has been breached, that the Employee has been harassed or otherwise treated unfairly during employment, or that the Employee has been defamed in any fashion. This release includes any claims for attorneys’ fees that the Employee has or may have had. The Employee acknowledges that the severance benefits set forth in the Severance Agreement constitute adequate consideration for this release.

The Employee also understands that while the Employee retains the right to pursue an administrative action through an agency such as the Equal Employment Opportunity Commission or the Minnesota Department of Human Rights, the Employee is releasing, and does hereby release, any claims for monetary damages, by such administrative charge or otherwise, whether brought by the Employee on the Employee’s own behalf or by any other party, governmental or otherwise.

III.NON-ADMISSION

It is understood and agreed that this Agreement does not constitute an admission by the Company of any liability, wrongdoing, or violation of any law. Further, the Company expressly denies any wrongdoing of any kind whatsoever in its actions and dealings with the Employee.

IV.COMPANY PROPERTY, EQUIPMENT & MONEY OWED

The Employee agrees to immediately return all records, programs, information and Company product and property assigned, loaned or otherwise in Employee’s possession including demo or management units, cell phones and laptop computers except as specifically set forth herein. In addition, the Employee agrees to reimburse the Company for expense account advances less any expenses incurred prior to the Effective Date. This includes payment for outstanding personal account balances, business equipment, and demo units assigned in Employee’s name.

V.CONFIDENTIALITY AND NONDISPARAGEMENT

The Employee agrees not to make any disparaging or negative remarks, orally or in writing, regarding the Company or any affiliated divisions or corporations, as well as any past or present Board members, officers, employees, or agents of the Company or any affiliated entities. The Employee acknowledges that this term is a material part of the Severance Agreement. In the event it is determined that the employee has breached this provision, the Company, at its option, may declare the Severance Agreement void and without effect, and the Employee shall be obligated to immediately return the severance benefits paid to Employee under the Severance Agreement.

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Employee acknowledges Employee’s ongoing obligation to not disclose the Company’s confidential and proprietary information to any third parties in accordance with Company policies. This obligation survives the termination of the Employee’s employment.

VI.AGREEMENT TO COOPERATE

The Employee hereby agrees that the Employee shall cooperate and assist the Company to the extent necessary to assist the Employee’s counsel or the Company in handling any claims made against it by employees, former employees or third parties of which the Employee has some knowledge or information. The Employee further agrees that the Employee will not hereafter volunteer any information to third parties or their agents or representatives regarding claims that the party or any other person may have or could have against the Company, nor will the Employee in any way cooperate with any third party to assist in any way asserting a claim against the Company unless subpoenaed or ordered to do so by a court of competent jurisdiction.

VII.OPPORTUNITY TO SEEK ADVICE

The Employee has been advised by the Company that the Employee has the right to consult with an attorney prior to signing this Agreement, and that Employee has forty-five (45) days from the date on which the Employee receives this Agreement (noted below) to consider whether or not the Employee wishes to sign it. The date on which the Employee received this Agreement is accurately reflected on the line marked “DATE RECEIVED” on the signature page hereto. For acceptance of this Agreement to be effective, it must be in writing and hand delivered or mailed to Polaris Inc., Attn: Vice President, Global Compensation, 2100 Highway 55, Medina, MN 55340. If mailed, the acceptance must be postmarked within the forty-five (45)-day period, properly addressed as set forth in the preceding sentence and sent by certified mail, return receipt requested. If delivered by hand, it must be given to the Vice President, Global Compensation within the forty-five (45)-day period.

VIII.OPPORTUNITY TO CONSIDER

The Employee may cancel this Agreement within seven (7) days after the Employee has signed it for age related claims under the federal Age Discrimination in Employment Act or the Older Workers Benefit Protection Act or within fifteen (15) days after signing it for any claims under the Minnesota Human Rights Act (“MHRA”). The Employee understands and agrees that this Agreement does not become effective or enforceable until after the rescission period has passed. For cancellation to be effective, it must be in writing and hand delivered or mailed to Polaris Inc., Attn: Vice President, Global Compensation, 2100 Highway 55, Medina, MN 55340. If mailed, the cancellation must be postmarked within the seven (7)-day (federal age claims) or fifteen (15)-day (MHRA claims) period, properly addressed as set forth in the preceding sentence and sent by certified mail, return receipt requested. If delivered by hand, it must be given to the Vice President, Global Compensation within the seven (7)-day (federal age claims) or fifteen (15)-day (MHRA claims) period.

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IX.NON-ASSIGNMENT

The parties agree that this Agreement will not be assignable by either party unless the other party first agrees in writing.

X.COUNTERPARTS

This Agreement may be signed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document.

XI.SEVERABILITY CLAUSE

In the event that any provision of this Agreement shall be held void or unenforceable by a court of competent jurisdiction which is affirmed on appeal, said judgment shall not affect, impair, or invalidate the remainder of this Agreement unless the provision declared totally or partially unenforceable destroys the release of claims provided to the Company in Section II.

XII.COMPREHENSIVE NATURE OF AGREEMENT AND DRAFTSMANSHIP

This Agreement contains the entire agreement between the Employee and the Company regarding the subject matter herein except for the non-competition agreement between Company and Employee executed in conjunction with the stock options or restricted stock awarded to Employee and the agreement evidencing such awards, which remain in full force and effect in accordance with and subject to their respective terms and conditions. Employee acknowledges that the Employee has been advised in writing to consult the Employee’s own attorney; that the Employee has had an opportunity to consult with the Employee’s own attorney regarding the terms of this Agreement; that the Employee has read and understands the terms of this Agreement; that the Employee is voluntarily entering into this Agreement to take advantage of the benefits offered; that the Employee’s execution of this Agreement is without coercion or duress of any kind; and that there have been no promises leading to the signing of this Agreement except those that have been expressly contained in this written document.

XIII.BANKRUPTCY

The Employee represents that the Employee is not a party to a pending personal bankruptcy, and that the Employee is legally able and entitled to receive the money being paid to the Employee by the Company pursuant to the Severance Agreement.

XIV.GOVERNING LAW

This Agreement will be construed and interpreted in accordance with the laws of the State of Minnesota. It is further agreed that any action initiated in connection with the interpretation of or adherence to the terms and provisions of this Agreement shall be venued solely and exclusively in state court in the State of Minnesota in the County of Hennepin. The parties to this Agreement agree and acknowledge that this Agreement shall be considered to have been drafted equally by each of the parties.

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XV.WAIVER; AMENDMENT

No waiver, amendment, modification, or other change of any term, condition or provision of this Agreement shall be valid or have any force or effect unless made in writing and signed by the party hereto against whom such waiver, amendment, modification, or change shall operate or be enforced. No failure or delay on the part of any party in exercising any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof or of any other right, remedy, power or privilege of such party under this Agreement; nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other right, remedy, power, or privilege or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

DATE RECEIVED BY THE EMPLOYEE: ____________________________

Polaris Inc.

BY: Date: \_\_\_\_\_\_/\_\_\_\_\_\_/\_\_\_\_\_

ITS:

Employee

Signature: \_\_\_\_\_\_/\_\_\_\_\_\_/\_\_\_\_\_

Print Name:

Date Signed by the Employee

[Signature Page to Waiver and Release]

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## EX-10.C

SEC source: [exhibit10ccfoseveranceagre.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit10ccfoseveranceagre.htm)

Exhibit 10.c

AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”), is made and entered into as of ________, 2025 and amends and restates that certain Severance Agreement between POLARIS INC., a Delaware corporation (the “Company”), and Robert Mack (the “Employee”), dated as of March 31, 2016.

R E C I T A L S:

WHEREAS, Employee currently serves as an executive officer of the Company; and

WHEREAS, to enhance the loyalty and performance of Employee with the Company, the Company desires to provide the Employee with certain compensation and benefits in the event of a termination of employment under the circumstances set forth herein.

NOW, THEREFORE, in consideration of the mutual premises and agreements set forth herein, the parties hereby agree as follows:

1.Definitions. As used in this Agreement, these terms shall have the following meanings:

(a)Award. “Award” shall have the meaning of “Award” (or any term of similar import) set forth in the LTIP.

(b)Board. “Board” means the Board of Directors of the Company.

(c)Cause. For purposes of this Agreement only, “Cause” means (i) repeated violations of the Employee’s employment obligations (other than as a result of incapacity due to physical or mental illness), which are demonstrably willful and deliberate on Employee’s part and which are not remedied in a reasonable period after written notice from the Company specifying such violations; or (ii) conviction for (or plea of nolo contendere to) a felony.

(d)Change in Control. A “Change in Control” shall be deemed to have occurred if, prior to the Termination Date (as defined below):

(i)Any election has occurred of persons to the Board that causes at least one-half of the Board to consist of persons other than (x) persons who were members of the Board as of the date of this Agreement and (y) persons who were nominated for election by the Board as members of the Board at a time when more than one-half of the members of the Board consisted of persons who were members of the Board as of the date of this Agreement; provided, however, that any person nominated for election by the Board at a time when at least one-half of the members of the Board were persons described in clauses (x) and/or (y) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (x) (persons described or deemed described in clauses (x) and/or (y) are referred to herein as “Incumbent Directors”); or

(ii)The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of

Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities equal to or greater than 35% of the Company Voting Securities unless such acquisition has been designated by the Incumbent Directors as an acquisition not constituting a Change in Control for purposes hereof; or

(iii)A liquidation or dissolution of the Company; or a reorganization, merger or consolidation of the Company unless, following such reorganization, merger or consolidation, the Company is the surviving entity resulting from such reorganization, merger or consolidation or at least one-half of the Board of Directors of the entity resulting from such reorganization, merger or consolidation consists of Incumbent Directors; or a sale or other disposition of all or substantially all of the assets of the Company unless, following such sale or disposition, at least one-half of the Board of Directors of the transferee consists of Incumbent Directors.

As used herein, “Company Voting Securities” means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of the Board.

(e)Change in Control Termination. “Change in Control Termination” shall have the meaning set forth in Paragraph 2.

(f)Code. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(g)Compensation Committee. “Compensation Committee” means the Compensation Committee of the Board.

(h)Good Reason. “Good Reason” means any of the following actions taken by the Company without the Employee’s express written consent: (i) a material reduction in the Employee’s annual base salary, except for any reduction of no more than 10% that applies as part of a reduction to substantially all senior executives of the Company; (ii) any material diminution of the duties, responsibilities, authority, positions or titles of the Employee; (iii) the Company requiring the Employee to be based at any location more than a 50-mile radius from the Employee’s principal office (it being acknowledged and agreed that this prong (iii) will not apply if the Employee works remotely, or is permitted to work remotely); or (iv) any material breach by the Company of any material term or provision of any employment agreement entered into between the Company and the Employee; provided, however, that none of the events described in the foregoing clauses will constitute Good Reason unless the Employee has notified the Company in writing describing the events that constitute Good Reason within thirty (30) calendar days following the first occurrence of such events and then only if the Company fails to cure such events within thirty (30) calendar days after the Company’s receipt of such written notice, and the Employee has terminated the Employee’s employment with the Company promptly following the expiration of such cure period.

(i)LTIP. “LTIP” means the Polaris Inc. 2007 Omnibus Incentive Plan, as amended and restated, the Polaris Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time, and any successor plan(s).

(j)Non-Change in Control Termination. “Non-Change in Control Termination” shall have the meaning set forth in Paragraph 3.

(k)Retirement. “Retirement” means termination of the Employee’s employment with the Company, other than a termination by the Company for Cause, in which the Termination Date occurs on or after the date the Employee has reached the age of fifty-five (55) and has completed at least ten (10) years of continuous employment, provided that the Employee gives the Company written notice that the Employee is considering retirement at least one (1) year prior to the date of such termination.

(l)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).

(m)Termination Date. “Termination Date” means the date on which the Employee’s employment with the Company is terminated, with termination of employment being deemed to have occurred using the standard under Section 409A of the Code (also referred to as a “separation from service”).

2.Termination upon Change in Control. If a Change in Control occurs and, upon or within twenty-four (24) months after such Change in Control, the Employee terminates his employment for Good Reason or the Employee’s employment is terminated by the Company for any reason other than for Cause (a “Change in Control Termination”), then the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to (i) two-and-a-half (2.5) times the sum of Employee’s (x) annual base salary and (y) annual target cash incentive award under the Senior Executive Incentive Plan, in each case, as in effect on the Termination Date, (ii) the Employee’s target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (iii) the value of the Employee’s accrued but unused vacation time measured as of the Termination Date.

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Termination upon Change in Control. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payment to be made pursuant to Paragraph 2(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)Treatment of Awards upon Change in Control Termination. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, then, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, all outstanding and unvested Awards held by the Employee, as of the Termination Date, shall accelerate and vest in full, with any outstanding and unvested performance restricted stock unit Awards vesting based on

target performance. Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award that becomes vested pursuant to this Paragraph 2(c) shall remain exercisable until the original option expiration date.

3.Non-Change in Control Termination. Notwithstanding the foregoing, if the Employee’s employment is terminated by the Company for any reason other than for Cause, and such termination does not occur upon or within twenty-four (24) months after a Change in Control (a “Non-Change in Control Termination”), then the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to one-and-a-half (1.5) times the sum of Employee’s (x) annual base salary and (y) annual target cash incentive award under the Senior Executive Incentive Plan, in each case, as in effect on the Termination Date, which amount shall be payable over a period of one and a half (1.5) years beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices, provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date and (ii) a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the sum of (A) Employee’s target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (B) the value of the Employee’s accrued but unused vacation time measured as of the Termination Date. If the Employee is a “specified employee” (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a) during the six (6)-month period beginning on the Termination Date exceeds two (2) times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Code, then such excess amount shall be paid at the end of such six (6)-month period.

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Non-Change in Control Termination. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payments to be made pursuant to Paragraph 3(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)COBRA Premium. If the Employee elects to receive COBRA benefits upon termination, the Company shall pay the premium for coverage of the Employee and the Employee’s eligible spouse and/or dependents under the Company’s group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act for the one-and-a-half-year period beginning on the Termination Date.

(d)Outplacement Counseling. The Company shall provide the Employee with reasonable executive outplacement services, in accordance with Company policies for senior executives as in effect on the Termination Date.

(e)Treatment of Awards upon Non-Change in Control Termination. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, (i) all outstanding and unvested Awards in the form of outstanding restricted stock units and outstanding stock options that are held by the Employee, as of the Termination Date, shall accelerate and vest on a pro-rated basis based on the number of days that have elapsed in the vesting period from the grant date through the Termination Date and (ii) all outstanding and unvested Awards in the form of performance restricted stock units held by the Employee, as of the Termination Date, shall remain outstanding and eligible to vest in the same form and at the same time that such Awards were originally scheduled to vest on a pro-rated basis based on actual performance (as certified by the Compensation Committee) and the number of days that have elapsed in the vesting period from the grant date through the Termination Date. Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award (or portion thereof) that becomes vested pursuant to this Paragraph 3(e) shall remain exercisable until the original option expiration date.

4.Retirement. Upon the Employee’s Retirement, the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Pro-Rata Annual Bonus Payment upon Retirement. Subject to the discretion of the Chief Executive Officer of the Company and approval by the Compensation Committee, the Company shall pay the Employee in respect of the Employee’s annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, an amount equal to the Employee’s cash incentive award under the Senior Executive Incentive Plan for such fiscal year based on actual performance, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year. Such bonus payment shall be made as soon as the performance achievement is certified by the Compensation Committee (but no later than two and one-half (2 ½) months after the end of such fiscal year).

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Retirement. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payments to be made pursuant to Paragraph 4(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)Treatment of Vacation upon Retirement. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the value of the Employee’s accrued but unused vacation time measured as of the Termination Date.

(d)Treatment of Awards upon Retirement. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, (i) all outstanding and unvested Awards in the form of stock options and restricted stock units that are held by the Employee, as of the Termination

Date, shall accelerate and vest in full and be paid to the Employee no later than sixty (60) days after the Termination Date and (ii) all outstanding and unvested Awards in the form of performance restricted stock units that are held by the Employee, as of the Termination Date, shall remain outstanding and will vest in the same form and at the same time that such Awards otherwise would have vested as if the Employee had remained continuously employed by the Company through the full vesting period, with any outstanding and unvested performance restricted stock unit Awards vesting based on actual performance (as certified by the Compensation Committee). Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award that becomes vested pursuant to this Paragraph 4(d) shall remain exercisable until the original option expiration date.

5.All Other Terminations. For the avoidance of doubt, if the Employee’s employment with the Company terminates for any reason except as explicitly set forth in Paragraphs 2, 3 and 4, the Employee shall be eligible to receive any accrued but unpaid annual base salary through the Termination Date and a payment in respect of any accrued but unused vacation days, and any Awards then held by the Employee shall be treated in accordance with the terms of the LTIP and the applicable award agreement. In addition, and notwithstanding any provisions in the Senior Executive Incentive Plan or any other applicable documentation to the contrary, the Employee shall only be required to be employed by the Company through December 31 of the applicable plan year (rather than through the date that awards under the Senior Executive Incentive Plan are paid) in order to be eligible to receive payouts under the Senior Executive Incentive Plan.

6.Condition to Receipt of Severance Benefits. As a condition to receiving any severance benefits in connection with a Change in Control Termination under Paragraph 2, in connection with a Non-Change in Control Termination under Paragraph 3 or in connection with a Retirement under Paragraph 4, the Employee shall have executed and not rescinded a general waiver and release (the “Waiver and Release”) in the form provided by the Company at the time of termination of employment, and shall be and remain in compliance with Employee’s continuing obligations to the Company under this Agreement or any other written agreement between the Employee and the Company (including the Non-Competition and Non-Solicitation Agreement referenced in Paragraph 19). The Waiver and Release shall become effective in accordance with the rescission provisions set forth therein.

7.Benefits in Lieu of Severance Pay. The severance benefits provided for in Paragraphs 2, 3 and 4 are in lieu of any benefits that would otherwise be provided to the Employee under any Company severance pay policy or practice and the Employee shall not be entitled to any benefits under any Company severance pay policy or practice in the event that severance benefits are paid hereunder.

8.Rights in the Event of Dispute. In the event of a Change of Control Termination, if there is a claim or dispute arising out of or relating to this Agreement or any breach thereof, regardless of the party by whom such claim or dispute is initiated, the Company shall, in connection with settlement in the Employee’s favor of any such matter or upon payment of any judgment entered in the Employee’s favor, upon presentation of appropriate vouchers, pay all legal expenses, including reasonable attorneys’ fees, court costs, and ordinary and necessary out-of-pocket cost of attorneys, billed to and payable by the Employee or by anyone claiming under or through the Employee.

9.Effect on Employment. Neither this Agreement nor anything contained herein shall be construed as conferring upon Employee the right to continue in the employment of the Company or any of its affiliates, or as interfering with or limiting the right of the Company to terminate the Employee’s employment with or without cause at any time.

10.Limitation in Action. Prior to the occurrence of a Change in Control, the Board shall have the power and the rights, within its sole discretion, to modify or amend Paragraphs 2, 3 and 4 of this Agreement, but not in a manner that would be less favorable to the Employee without the consent of Employee. In all other cases, and notwithstanding the authority granted to the Board to exercise any discretion to modify or amend Paragraphs 2, 3 and 4 of this Agreement contained herein, the Board will not, following a Change in Control, have the power or right to exercise such authority or otherwise take any action that is inconsistent with the provisions of this Agreement.

11.Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no succession had taken place unless, in the opinion of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee’s rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee’s legal representative or other successors in interest, but shall not otherwise be assignable or transferable.

12.Severability. If any provision of this Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

13.Survival. The rights and obligations of the parties pursuant to this Agreement shall survive the termination of the Employee’s employment with the Company to the extent that any performance is required hereunder after such termination.

14.Governing Law. This Agreement shall be governed by and construed under the laws of the State of Minnesota, without giving effect to the conflicts of law provisions thereof.

15.Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company’s case, to its Secretary) or 48 hours after deposit thereof in the U.S. mails, postage prepaid, addressed, in the case of the Employee, to his last known address as carried on the personnel records of the Company and, in the case of the Company, to the corporate headquarters, attention of the Secretary, or to such other address as the party to be notified may specify by written notice to the other party.

16.Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements and understandings between the parties, whether written or oral, with respect to the subject matter hereof.

17.Amendments and Construction. Except as set forth in Paragraph 10, this Agreement may only be amended in a writing signed by the parties hereto. Paragraph headings are for convenience only and shall not be considered a part of the terms and provisions of this Agreement.

18.Non-Competition and Non-Solicitation Agreement. The Non-Competition and Non-Solicitation Agreement entered into between the Employee and the Company remains in full force and effect and nothing contained herein is intended to amend or modify the provisions of that agreement or any replacements thereof.

19.Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company determines are required or authorized to be withheld pursuant to any applicable law or regulation. Except for any tax amounts withheld by the Company from any compensation that Employee may receive in connection with Employee’s employment with the Company and any employer taxes required to be paid by the Company under applicable laws or regulations, Employee is solely responsible for payment of any and all taxes owed in connection with any compensation, benefits, reimbursement amounts or other payments Employee receives from the Company under this Agreement or otherwise in connection with Employee’s employment with the Company.

20.Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A.

[Remainder of page intentionally blank; signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Severance Agreement as of the day and year first written above.

POLARIS INC.   By:    Michael Speetzen   Chief Executive Officer EMPLOYEE   By:    Name: Robert Mack

[Signature Page to [Amended and Restated] Severance Agreement]

EXHIBIT A  
FORM OF  
WAIVER AND RELEASE

This Release (hereafter, “Agreement”) is made and entered into this _________ day of _________ 20__, by and between Robert Mack (hereafter, the “Employee”) and Polaris Inc., a Delaware corporation (hereafter, the “Company”).

WHEREAS, the Company and the Employee are parties to that certain Severance Agreement, dated as of _________ (the “Severance Agreement”), pursuant to which the Employee is entitled to certain severance benefits in the event of a Change in Control Termination, a Non-Change in Control Termination or a Retirement (each as defined in the Severance Agreement); and

WHEREAS, the Company and the Employee agree and acknowledge that the Employee has become entitled to severance benefits specified in the Severance Agreement in connection with a Change in Control Termination, a Non-Change in Control Termination or a Retirement; and

WHEREAS, under the Severance Agreement, as a condition to receipt of severance benefits in connection with a Change in Control Termination, a Non-Change in Control Termination or a Retirement, Employee has agreed to execute this Agreement in order to settle, compromise, and resolve fully and finally any and all claims and disputes with respect to the Company, whether known or unknown, which exist or could exist.

NOW, THEREFORE, in consideration of the mutual promises and covenants established in this Agreement, the parties agree as follows:

I. TERMINATION DATE

The Employee’s effective date of termination of employment is ____________ (the “Effective Date”).

II.VOLUNTARY RELEASE

In return for the benefits set forth in the Severance Agreement, the Employee, on behalf of Employee, Employee’s heirs, executors, family members, beneficiaries, assignees, administrators, successors, and executors or anyone acting or claiming to act on the Employee’s behalf, hereby releases and forever discharges the Company and all divisions, parent, subsidiaries, and successors, and all affiliated organizations, companies, foundations, and other corporations as well as past and present employees, agents, officials, officers, directors, Board members and representatives, both individually and in their representative capacities, from any and all claims or causes of action of any type, both known or unknown, asserted and unasserted, direct and indirect, and of any kind, nature, or description whatsoever, under any local, state, or federal law(s), or the common law of the State of Minnesota, arising or such may have arisen at any time up to and including the Effective Date which date is set forth in Section I of this

Agreement. This includes, but is not limited to, any and all claims arising from the Employee’s employment with the Company and the termination of that employment, including claims arising under any applicable state Human Rights laws, Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Federal, Minnesota State Fair Labor Standards Acts, the Employee Retirement Income Security Act, and any other local, state, or federal law(s) relating to illegal discrimination in the workplace on the basis of race, religion, disability, sex, age, or other characteristics or traits, as well as any claims that the Employee may have been wrongfully discharged, that an employment contract has been breached, that the Employee has been harassed or otherwise treated unfairly during employment, or that the Employee has been defamed in any fashion. This release includes any claims for attorneys’ fees that the Employee has or may have had. The Employee acknowledges that the severance benefits set forth in the Severance Agreement constitute adequate consideration for this release.

The Employee also understands that while the Employee retains the right to pursue an administrative action through an agency such as the Equal Employment Opportunity Commission or the Minnesota Department of Human Rights, the Employee is releasing, and does hereby release, any claims for monetary damages, by such administrative charge or otherwise, whether brought by the Employee on the Employee’s own behalf or by any other party, governmental or otherwise.

III.NON-ADMISSION

It is understood and agreed that this Agreement does not constitute an admission by the Company of any liability, wrongdoing, or violation of any law. Further, the Company expressly denies any wrongdoing of any kind whatsoever in its actions and dealings with the Employee.

IV.COMPANY PROPERTY, EQUIPMENT & MONEY OWED

The Employee agrees to immediately return all records, programs, information and Company product and property assigned, loaned or otherwise in Employee’s possession including demo or management units, cell phones and laptop computers except as specifically set forth herein. In addition, the Employee agrees to reimburse the Company for expense account advances less any expenses incurred prior to the Effective Date. This includes payment for outstanding personal account balances, business equipment, and demo units assigned in Employee’s name.

V.CONFIDENTIALITY AND NONDISPARAGEMENT

The Employee agrees not to make any disparaging or negative remarks, orally or in writing, regarding the Company or any affiliated divisions or corporations, as well as any past or present Board members, officers, employees, or agents of the Company or any affiliated entities. The Employee acknowledges that this term is a material part of the Severance Agreement. In the event it is determined that the employee has breached this provision, the Company, at its option, may declare the Severance Agreement void and without effect, and the Employee shall be obligated to immediately return the severance benefits paid to Employee under the Severance Agreement.

A-2

Employee acknowledges Employee’s ongoing obligation to not disclose the Company’s confidential and proprietary information to any third parties in accordance with Company policies. This obligation survives the termination of the Employee’s employment.

VI.AGREEMENT TO COOPERATE

The Employee hereby agrees that the Employee shall cooperate and assist the Company to the extent necessary to assist the Employee’s counsel or the Company in handling any claims made against it by employees, former employees or third parties of which the Employee has some knowledge or information. The Employee further agrees that the Employee will not hereafter volunteer any information to third parties or their agents or representatives regarding claims that the party or any other person may have or could have against the Company, nor will the Employee in any way cooperate with any third party to assist in any way asserting a claim against the Company unless subpoenaed or ordered to do so by a court of competent jurisdiction.

VII.OPPORTUNITY TO SEEK ADVICE

The Employee has been advised by the Company that the Employee has the right to consult with an attorney prior to signing this Agreement, and that Employee has forty-five (45) days from the date on which the Employee receives this Agreement (noted below) to consider whether or not the Employee wishes to sign it. The date on which the Employee received this Agreement is accurately reflected on the line marked “DATE RECEIVED” on the signature page hereto. For acceptance of this Agreement to be effective, it must be in writing and hand delivered or mailed to Polaris Inc., Attn: Vice President, Global Compensation, 2100 Highway 55, Medina, MN 55340. If mailed, the acceptance must be postmarked within the forty-five (45)-day period, properly addressed as set forth in the preceding sentence and sent by certified mail, return receipt requested. If delivered by hand, it must be given to the Vice President, Global Compensation within the forty-five (45)-day period.

VIII.OPPORTUNITY TO CONSIDER

The Employee may cancel this Agreement within seven (7) days after the Employee has signed it for age related claims under the federal Age Discrimination in Employment Act or the Older Workers Benefit Protection Act or within fifteen (15) days after signing it for any claims under the Minnesota Human Rights Act (“MHRA”). The Employee understands and agrees that this Agreement does not become effective or enforceable until after the rescission period has passed. For cancellation to be effective, it must be in writing and hand delivered or mailed to Polaris Inc., Attn: Vice President, Global Compensation, 2100 Highway 55, Medina, MN 55340. If mailed, the cancellation must be postmarked within the seven (7)-day (federal age claims) or fifteen (15)-day (MHRA claims) period, properly addressed as set forth in the preceding sentence and sent by certified mail, return receipt requested. If delivered by hand, it must be given to the Vice President, Global Compensation within the seven (7)-day (federal age claims) or fifteen (15)-day (MHRA claims) period.

A-3

IX.NON-ASSIGNMENT

The parties agree that this Agreement will not be assignable by either party unless the other party first agrees in writing.

X.COUNTERPARTS

This Agreement may be signed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document.

XI.SEVERABILITY CLAUSE

In the event that any provision of this Agreement shall be held void or unenforceable by a court of competent jurisdiction which is affirmed on appeal, said judgment shall not affect, impair, or invalidate the remainder of this Agreement unless the provision declared totally or partially unenforceable destroys the release of claims provided to the Company in Section II.

XII.COMPREHENSIVE NATURE OF AGREEMENT AND DRAFTSMANSHIP

This Agreement contains the entire agreement between the Employee and the Company regarding the subject matter herein except for the non-competition agreement between Company and Employee executed in conjunction with the stock options or restricted stock awarded to Employee and the agreement evidencing such awards, which remain in full force and effect in accordance with and subject to their respective terms and conditions. Employee acknowledges that the Employee has been advised in writing to consult the Employee’s own attorney; that the Employee has had an opportunity to consult with the Employee’s own attorney regarding the terms of this Agreement; that the Employee has read and understands the terms of this Agreement; that the Employee is voluntarily entering into this Agreement to take advantage of the benefits offered; that the Employee’s execution of this Agreement is without coercion or duress of any kind; and that there have been no promises leading to the signing of this Agreement except those that have been expressly contained in this written document.

XIII.BANKRUPTCY

The Employee represents that the Employee is not a party to a pending personal bankruptcy, and that the Employee is legally able and entitled to receive the money being paid to the Employee by the Company pursuant to the Severance Agreement.

XIV.GOVERNING LAW

This Agreement will be construed and interpreted in accordance with the laws of the State of Minnesota. It is further agreed that any action initiated in connection with the interpretation of or adherence to the terms and provisions of this Agreement shall be venued solely and exclusively in state court in the State of Minnesota in the County of Hennepin. The parties to this Agreement agree and acknowledge that this Agreement shall be considered to have been drafted equally by each of the parties.

A-4

XV.WAIVER; AMENDMENT

No waiver, amendment, modification, or other change of any term, condition or provision of this Agreement shall be valid or have any force or effect unless made in writing and signed by the party hereto against whom such waiver, amendment, modification, or change shall operate or be enforced. No failure or delay on the part of any party in exercising any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof or of any other right, remedy, power or privilege of such party under this Agreement; nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other right, remedy, power, or privilege or further exercise thereof or the exercise of any other right, remedy, power or privilege.

A-5

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

DATE RECEIVED BY THE EMPLOYEE: ____________________________

Polaris Inc.

BY: Date: \_\_\_\_\_\_/\_\_\_\_\_\_/\_\_\_\_\_

ITS:

Employee

Signature: \_\_\_\_\_\_/\_\_\_\_\_\_/\_\_\_\_\_

Print Name:

Date Signed by the Employee

[Signature Page to Waiver and Release]

---

## EX-10.D

SEC source: [exhibit10dsection16officer.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit10dsection16officer.htm)

Exhibit 10.d

AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”), is made and entered into as of ________, 2025 and amends and restates that certain Severance Agreement between POLARIS INC., a Delaware corporation (the “Company”), and [Employee Name] (the “Employee”)[, dated as of [DATE].

R E C I T A L S:

WHEREAS, Employee currently serves as an executive officer of the Company; and

WHEREAS, to enhance the loyalty and performance of Employee with the Company, the Company desires to provide the Employee with certain compensation and benefits in the event of a termination of employment under the circumstances set forth herein.

NOW, THEREFORE, in consideration of the mutual premises and agreements set forth herein, the parties hereby agree as follows:

1.Definitions. As used in this Agreement, these terms shall have the following meanings:

(a)Award. “Award” shall have the meaning of “Award” (or any term of similar import) set forth in the LTIP.

(b)Board. “Board” means the Board of Directors of the Company.

(c)Cause. For purposes of this Agreement only, “Cause” means (i) repeated violations of the Employee’s employment obligations (other than as a result of incapacity due to physical or mental illness), which are demonstrably willful and deliberate on Employee’s part and which are not remedied in a reasonable period after written notice from the Company specifying such violations; or (ii) conviction for (or plea of nolo contendere to) a felony.

(d)Change in Control. A “Change in Control” shall be deemed to have occurred if, prior to the Termination Date (as defined below):

(i)Any election has occurred of persons to the Board that causes at least one-half of the Board to consist of persons other than (x) persons who were members of the Board as of the date of this Agreement and (y) persons who were nominated for election by the Board as members of the Board at a time when more than one-half of the members of the Board consisted of persons who were members of the Board as of the date of this Agreement; provided, however, that any person nominated for election by the Board at a time when at least one-half of the members of the Board were persons described in clauses (x) and/or (y) or by persons who were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons described in clause (x) (persons described or deemed described in clauses (x) and/or (y) are referred to herein as “Incumbent Directors”); or

(ii)The acquisition in one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of

Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities equal to or greater than 35% of the Company Voting Securities unless such acquisition has been designated by the Incumbent Directors as an acquisition not constituting a Change in Control for purposes hereof; or

(iii)A liquidation or dissolution of the Company; or a reorganization, merger or consolidation of the Company unless, following such reorganization, merger or consolidation, the Company is the surviving entity resulting from such reorganization, merger or consolidation or at least one-half of the Board of Directors of the entity resulting from such reorganization, merger or consolidation consists of Incumbent Directors; or a sale or other disposition of all or substantially all of the assets of the Company unless, following such sale or disposition, at least one-half of the Board of Directors of the transferee consists of Incumbent Directors.

As used herein, “Company Voting Securities” means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of the Board.

(e)Change in Control Termination. “Change in Control Termination” shall have the meaning set forth in Paragraph 2.

(f)Code. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(g)Compensation Committee. “Compensation Committee” means the Compensation Committee of the Board.

(h)Good Reason. “Good Reason” means any of the following actions taken by the Company without the Employee’s express written consent: (i) a material reduction in the Employee’s annual base salary, except for any reduction of no more than 10% that applies as part of a reduction to substantially all senior executives of the Company; (ii) any material diminution of the duties, responsibilities, authority, positions or titles of the Employee; (iii) the Company requiring the Employee to be based at any location more than a 50-mile radius from the Employee’s principal office (it being acknowledged and agreed that this prong (iii) will not apply if the Employee works remotely, or is permitted to work remotely); or (iv) any material breach by the Company of any material term or provision of any employment agreement entered into between the Company and the Employee; provided, however, that none of the events described in the foregoing clauses will constitute Good Reason unless the Employee has notified the Company in writing describing the events that constitute Good Reason within thirty (30) calendar days following the first occurrence of such events and then only if the Company fails to cure such events within thirty (30) calendar days after the Company’s receipt of such written notice, and the Employee has terminated the Employee’s employment with the Company promptly following the expiration of such cure period.

(i)LTIP. “LTIP” means the Polaris Inc. 2007 Omnibus Incentive Plan, as amended and restated, the Polaris Inc. 2024 Omnibus Incentive Plan, as may be amended from time to time, and any successor plan(s).

(j)Non-Change in Control Termination. “Non-Change in Control Termination” shall have the meaning set forth in Paragraph 3.

(k)Retirement. “Retirement” means termination of the Employee’s employment with the Company, other than a termination by the Company for Cause, in which the Termination Date occurs on or after the date the Employee has reached the age of fifty-five (55) and has completed at least ten (10) years of continuous employment, provided that the Employee gives the Company written notice that the Employee is considering retirement at least one (1) year prior to the date of such termination.

(l)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).

(m)Termination Date. “Termination Date” means the date on which the Employee’s employment with the Company is terminated, with termination of employment being deemed to have occurred using the standard under Section 409A of the Code (also referred to as a “separation from service”).

2.Termination upon Change in Control. If a Change in Control occurs and, upon or within twenty-four (24) months after such Change in Control, the Employee terminates his or her employment for Good Reason or the Employee’s employment is terminated by the Company for any reason other than for Cause (a “Change in Control Termination”), then the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Termination Payment upon Change in Control. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to (i) two (2) times the sum of Employee’s (x) annual base salary and (y) annual target cash incentive award under the Senior Executive Incentive Plan, in each case, as in effect on the Termination Date, (ii) the Employee’s target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (iii) the value of the Employee’s accrued but unused vacation time measured as of the Termination Date.

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Termination upon Change in Control. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payment to be made pursuant to Paragraph 2(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)Treatment of Awards upon Change in Control Termination. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, then, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, all outstanding and unvested Awards held by the Employee, as of the Termination Date, shall accelerate and vest in full, with any outstanding and unvested performance restricted stock unit Awards vesting based on

target performance. Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award that becomes vested pursuant to this Paragraph 2(c) shall remain exercisable until the original option expiration date.

3.Non-Change in Control Termination. Notwithstanding the foregoing, if the Employee’s employment is terminated by the Company for any reason other than for Cause, and such termination does not occur upon or within twenty-four (24) months after a Change in Control (a “Non-Change in Control Termination”), then the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Non-Change in Control Termination Payment. The Company shall pay the Employee (i) an amount equal to one (1) times the sum of Employee’s (x) annual base salary and (y) annual target cash incentive award under the Senior Executive Incentive Plan, in each case, as in effect on the Termination Date, which amount shall be payable over a period of one (1) year beginning on the Termination Date in periodic installments in accordance with the Company’s normal payroll practices, provided, however, that any installments that otherwise would be paid during the first sixty (60) days after the Termination Date will be delayed and included in the first installment paid to the Employee on the first payroll date that is more than sixty (60) days after the Termination Date and (ii) a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the sum of (A) Employee’s target annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year and (B) the value of the Employee’s accrued but unused vacation time measured as of the Termination Date. If the Employee is a “specified employee” (within the meaning of Section 409A of the Code), and if the amount otherwise payable to the Employee under this Paragraph 3(a) during the six (6)-month period beginning on the Termination Date exceeds two (2) times the limitation applicable as of the Termination Date under Section 401(a)(17) of the Code, then such excess amount shall be paid at the end of such six (6)-month period.

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Non-Change in Control Termination. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payments to be made pursuant to Paragraph 3(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)COBRA Premium. If the Employee elects to receive COBRA benefits upon termination, the Company shall pay the premium for coverage of the Employee and the Employee’s eligible spouse and/or dependents under the Company’s group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act for the one-year period beginning on the Termination Date.

(d)Outplacement Counseling. The Company shall provide the Employee with reasonable executive outplacement services, in accordance with Company policies for senior executives as in effect on the Termination Date.

(e)Treatment of Awards upon Non-Change in Control Termination. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, (i) all outstanding and unvested Awards in the form of outstanding restricted stock units and outstanding stock options that are held by the Employee, as of the Termination Date, shall accelerate and vest on a pro-rated basis based on the number of days that have elapsed in the vesting period from the grant date through the Termination Date and (ii) all outstanding and unvested Awards in the form of performance restricted stock units held by the Employee, as of the Termination Date, shall remain outstanding and eligible to vest in the same form and at the same time that such Awards were originally scheduled to vest on a pro-rated basis based on actual performance (as certified by the Compensation Committee) and the number of days that have elapsed in the vesting period from the grant date through the Termination Date. Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award (or portion thereof) that becomes vested pursuant to this Paragraph 3(e) shall remain exercisable until the original option expiration date.

4.Retirement. Upon the Employee’s Retirement, the Employee shall, subject to the conditions set forth in Paragraph 6, be entitled to the following severance benefits:

(a)Pro-Rata Annual Bonus Payment upon Retirement. Subject to the discretion of the Chief Executive Officer of the Company and approval by the Compensation Committee, the Company shall pay the Employee in respect of the Employee’s annual cash incentive award under the Senior Executive Incentive Plan for the fiscal year in which the Termination Date occurs, an amount equal to the Employee’s cash incentive award under the Senior Executive Incentive Plan for such fiscal year based on actual performance, multiplied by a fraction, the numerator of which is the number of days in the plan year that have elapsed prior to the Termination Date, and the denominator of which is the total number of days in such plan year. Such bonus payment shall be made as soon as the performance achievement is certified by the Compensation Committee (but no later than two and one-half (2 ½) months after the end of such fiscal year).

(b)Unpaid Annual Bonus Payment for Prior Fiscal Year upon Retirement. If the Termination Date occurs before a cash incentive award under the Senior Executive Incentive Plan has been paid for work performed in the last completed fiscal year immediately preceding the fiscal year in which the Termination Date occurs, the Company shall, in addition to the payments to be made pursuant to Paragraph 4(a), pay to the Employee the amount of the Employee’s cash incentive award under the Senior Executive Incentive Plan for such preceding fiscal year as soon as it is determinable (but no later than two and one-half (2 ½) months after the end of such preceding fiscal year).

(c)Treatment of Vacation upon Retirement. The Company shall pay the Employee a lump sum cash payment, no later than sixty (60) days after the Termination Date, in an amount equal to the value of the Employee’s accrued but unused vacation time measured as of the Termination Date.

(d)Treatment of Awards upon Retirement. If the Termination Date occurs before the Employee receives payment or settlement of an outstanding Award, as applicable, notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, (i) all outstanding and unvested Awards in the form of stock options and restricted stock units that are held by the Employee, as of the Termination

Date, shall accelerate and vest in full and be paid to the Employee no later than sixty (60) days after the Termination Date and (ii) all outstanding and unvested Awards in the form of performance restricted stock units that are held by the Employee, as of the Termination Date, shall remain outstanding and will vest in the same form and at the same time that such Awards otherwise would have vested as if the Employee had remained continuously employed by the Company through the full vesting period, with any outstanding and unvested performance restricted stock unit Awards vesting based on actual performance (as certified by the Compensation Committee). Notwithstanding any provisions in the LTIP or any applicable award agreement to the contrary, any outstanding stock option Award that becomes vested pursuant to this Paragraph 4(d) shall remain exercisable until the original option expiration date.

5.All Other Terminations. For the avoidance of doubt, if the Employee’s employment with the Company terminates for any reason except as explicitly set forth in Paragraphs 2, 3 and 4, the Employee shall be eligible to receive any accrued but unpaid annual base salary through the Termination Date and a payment in respect of any accrued but unused vacation days, and any Awards then held by the Employee shall be treated in accordance with the terms of the LTIP and the applicable award agreement. In addition, and notwithstanding any provisions in the Senior Executive Incentive Plan or any other applicable documentation to the contrary, the Employee shall only be required to be employed by the Company through December 31 of the applicable plan year (rather than through the date that awards under the Senior Executive Incentive Plan are paid) in order to be eligible to receive payouts under the Senior Executive Incentive Plan.

6.Condition to Receipt of Severance Benefits. As a condition to receiving any severance benefits in connection with a Change in Control Termination under Paragraph 2, in connection with a Non-Change in Control Termination under Paragraph 3 or in connection with a Retirement under Paragraph 4, the Employee shall have executed and not rescinded a general waiver and release (the “Waiver and Release”) in the form provided by the Company at the time of termination of employment, and shall be and remain in compliance with Employee’s continuing obligations to the Company under this Agreement or any other written agreement between the Employee and the Company (including the Non-Competition and Non-Solicitation Agreement referenced in Paragraph 19). The Waiver and Release shall become effective in accordance with the rescission provisions set forth therein.

7.Benefits in Lieu of Severance Pay. The severance benefits provided for in Paragraphs 2, 3 and 4 are in lieu of any benefits that would otherwise be provided to the Employee under any Company severance pay policy or practice and the Employee shall not be entitled to any benefits under any Company severance pay policy or practice in the event that severance benefits are paid hereunder.

8.Rights in the Event of Dispute. In the event of a Change of Control Termination, if there is a claim or dispute arising out of or relating to this Agreement or any breach thereof, regardless of the party by whom such claim or dispute is initiated, the Company shall, in connection with settlement in the Employee’s favor of any such matter or upon payment of any judgment entered in the Employee’s favor, upon presentation of appropriate vouchers, pay all legal expenses, including reasonable attorneys’ fees, court costs, and ordinary and necessary out-of-pocket cost of attorneys, billed to and payable by the Employee or by anyone claiming under or through the Employee.

9.Effect on Employment. Neither this Agreement nor anything contained herein shall be construed as conferring upon Employee the right to continue in the employment of the Company or any of its affiliates, or as interfering with or limiting the right of the Company to terminate the Employee’s employment with or without cause at any time.

10.Limitation in Action. Prior to the occurrence of a Change in Control, the Board shall have the power and the rights, within its sole discretion, to modify or amend Paragraphs 2, 3 and 4 of this Agreement, but not in a manner that would be less favorable to the Employee without the consent of Employee. In all other cases, and notwithstanding the authority granted to the Board to exercise any discretion to modify or amend Paragraphs 2, 3 and 4 of this Agreement contained herein, the Board will not, following a Change in Control, have the power or right to exercise such authority or otherwise take any action that is inconsistent with the provisions of this Agreement.

11.Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform its obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no succession had taken place unless, in the opinion of legal counsel mutually acceptable to the Company and the Employee, such obligations have been assumed by the successor as a matter of law. The Employee’s rights under this Agreement shall inure to the benefit of, and shall be enforceable by, the Employee’s legal representative or other successors in interest, but shall not otherwise be assignable or transferable.

12.Severability. If any provision of this Agreement or the application thereof is held invalid or unenforceable, the invalidity or unenforceability thereof shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.

13.Survival. The rights and obligations of the parties pursuant to this Agreement shall survive the termination of the Employee’s employment with the Company to the extent that any performance is required hereunder after such termination.

14.Governing Law. This Agreement shall be governed by and construed under the laws of the State of Minnesota, without giving effect to the conflicts of law provisions thereof.

15.Notices. All notices under this Agreement shall be in writing and shall be deemed effective when delivered in person (in the Company’s case, to its Secretary) or 48 hours after deposit thereof in the U.S. mails, postage prepaid, addressed, in the case of the Employee, to his last known address as carried on the personnel records of the Company and, in the case of the Company, to the corporate headquarters, attention of the Secretary, or to such other address as the party to be notified may specify by written notice to the other party.

16.Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties in respect of the subject matter contained herein and supersedes all prior agreements and understandings between the parties, whether written or oral, with respect to the subject matter hereof.

17.Amendments and Construction. Except as set forth in Paragraph 10, this Agreement may only be amended in a writing signed by the parties hereto. Paragraph headings are for convenience only and shall not be considered a part of the terms and provisions of this Agreement.

18.Non-Competition and Non-Solicitation Agreement. The Non-Competition and Non-Solicitation Agreement entered into between the Employee and the Company remains in full force and effect and nothing contained herein is intended to amend or modify the provisions of that agreement or any replacements thereof.

19.Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company determines are required or authorized to be withheld pursuant to any applicable law or regulation. Except for any tax amounts withheld by the Company from any compensation that Employee may receive in connection with Employee’s employment with the Company and any employer taxes required to be paid by the Company under applicable laws or regulations, Employee is solely responsible for payment of any and all taxes owed in connection with any compensation, benefits, reimbursement amounts or other payments Employee receives from the Company under this Agreement or otherwise in connection with Employee’s employment with the Company.

20.Code Section 409A. It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Employee’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time of separation from service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to the Employee prior to the earliest of (i) the expiration of the six (6)-month period measured from the Termination Date, (ii) the date of the Employee’s death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 21 will be paid in a lump sum to the Employee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A.

[Remainder of page intentionally blank; signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Severance Agreement as of the day and year first written above.

POLARIS INC.   By:    Michael Speetzen   Chief Executive Officer EMPLOYEE   By:    Name: [Employee Name]

[Signature Page to [Amended and Restated] Severance Agreement]

EXHIBIT A  
FORM OF  
WAIVER AND RELEASE

This Release (hereafter, “Agreement”) is made and entered into this _________ day of _________ 20__, by and between [Employee Name] (hereafter, the “Employee”) and Polaris Inc., a Delaware corporation (hereafter, the “Company”).

WHEREAS, the Company and the Employee are parties to that certain Severance Agreement, dated as of _________ (the “Severance Agreement”), pursuant to which the Employee is entitled to certain severance benefits in the event of a Change in Control Termination, a Non-Change in Control Termination or a Retirement (each as defined in the Severance Agreement); and

WHEREAS, the Company and the Employee agree and acknowledge that the Employee has become entitled to severance benefits specified in the Severance Agreement in connection with a Change in Control Termination, a Non-Change in Control Termination or a Retirement; and

WHEREAS, under the Severance Agreement, as a condition to receipt of severance benefits in connection with a Change in Control Termination, a Non-Change in Control Termination or a Retirement, Employee has agreed to execute this Agreement in order to settle, compromise, and resolve fully and finally any and all claims and disputes with respect to the Company, whether known or unknown, which exist or could exist.

NOW, THEREFORE, in consideration of the mutual promises and covenants established in this Agreement, the parties agree as follows:

I. TERMINATION DATE

The Employee’s effective date of termination of employment is ____________ (the “Effective Date”).

II.VOLUNTARY RELEASE

In return for the benefits set forth in the Severance Agreement, the Employee, on behalf of Employee, Employee’s heirs, executors, family members, beneficiaries, assignees, administrators, successors, and executors or anyone acting or claiming to act on the Employee’s behalf, hereby releases and forever discharges the Company and all divisions, parent, subsidiaries, and successors, and all affiliated organizations, companies, foundations, and other corporations as well as past and present employees, agents, officials, officers, directors, Board members and representatives, both individually and in their representative capacities, from any and all claims or causes of action of any type, both known or unknown, asserted and unasserted, direct and indirect, and of any kind, nature, or description whatsoever, under any local, state, or federal law(s), or the common law of the State of Minnesota, arising or such may have arisen at any time up to and including the Effective Date which date is set forth in Section I of this

Agreement. This includes, but is not limited to, any and all claims arising from the Employee’s employment with the Company and the termination of that employment, including claims arising under any applicable state Human Rights laws, Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Federal, Minnesota State Fair Labor Standards Acts, the Employee Retirement Income Security Act, and any other local, state, or federal law(s) relating to illegal discrimination in the workplace on the basis of race, religion, disability, sex, age, or other characteristics or traits, as well as any claims that the Employee may have been wrongfully discharged, that an employment contract has been breached, that the Employee has been harassed or otherwise treated unfairly during employment, or that the Employee has been defamed in any fashion. This release includes any claims for attorneys’ fees that the Employee has or may have had. The Employee acknowledges that the severance benefits set forth in the Severance Agreement constitute adequate consideration for this release.

The Employee also understands that while the Employee retains the right to pursue an administrative action through an agency such as the Equal Employment Opportunity Commission or the Minnesota Department of Human Rights, the Employee is releasing, and does hereby release, any claims for monetary damages, by such administrative charge or otherwise, whether brought by the Employee on the Employee’s own behalf or by any other party, governmental or otherwise.

III.NON-ADMISSION

It is understood and agreed that this Agreement does not constitute an admission by the Company of any liability, wrongdoing, or violation of any law. Further, the Company expressly denies any wrongdoing of any kind whatsoever in its actions and dealings with the Employee.

IV.COMPANY PROPERTY, EQUIPMENT & MONEY OWED

The Employee agrees to immediately return all records, programs, information and Company product and property assigned, loaned or otherwise in Employee’s possession including demo or management units, cell phones and laptop computers except as specifically set forth herein. In addition, the Employee agrees to reimburse the Company for expense account advances less any expenses incurred prior to the Effective Date. This includes payment for outstanding personal account balances, business equipment, and demo units assigned in Employee’s name.

V.CONFIDENTIALITY AND NONDISPARAGEMENT

The Employee agrees not to make any disparaging or negative remarks, orally or in writing, regarding the Company or any affiliated divisions or corporations, as well as any past or present Board members, officers, employees, or agents of the Company or any affiliated entities. The Employee acknowledges that this term is a material part of the Severance Agreement. In the event it is determined that the employee has breached this provision, the Company, at its option, may declare the Severance Agreement void and without effect, and the Employee shall be obligated to immediately return the severance benefits paid to Employee under the Severance Agreement.

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Employee acknowledges Employee’s ongoing obligation to not disclose the Company’s confidential and proprietary information to any third parties in accordance with Company policies. This obligation survives the termination of the Employee’s employment.

VI.AGREEMENT TO COOPERATE

The Employee hereby agrees that the Employee shall cooperate and assist the Company to the extent necessary to assist the Employee’s counsel or the Company in handling any claims made against it by employees, former employees or third parties of which the Employee has some knowledge or information. The Employee further agrees that the Employee will not hereafter volunteer any information to third parties or their agents or representatives regarding claims that the party or any other person may have or could have against the Company, nor will the Employee in any way cooperate with any third party to assist in any way asserting a claim against the Company unless subpoenaed or ordered to do so by a court of competent jurisdiction.

VII.OPPORTUNITY TO SEEK ADVICE

The Employee has been advised by the Company that the Employee has the right to consult with an attorney prior to signing this Agreement, and that Employee has forty-five (45) days from the date on which the Employee receives this Agreement (noted below) to consider whether or not the Employee wishes to sign it. The date on which the Employee received this Agreement is accurately reflected on the line marked “DATE RECEIVED” on the signature page hereto. For acceptance of this Agreement to be effective, it must be in writing and hand delivered or mailed to Polaris Inc., Attn: Vice President, Global Compensation, 2100 Highway 55, Medina, MN 55340. If mailed, the acceptance must be postmarked within the forty-five (45)-day period, properly addressed as set forth in the preceding sentence and sent by certified mail, return receipt requested. If delivered by hand, it must be given to the Vice President, Global Compensation within the forty-five (45)-day period.

VIII.OPPORTUNITY TO CONSIDER

The Employee may cancel this Agreement within seven (7) days after the Employee has signed it for age related claims under the federal Age Discrimination in Employment Act or the Older Workers Benefit Protection Act or within fifteen (15) days after signing it for any claims under the Minnesota Human Rights Act (“MHRA”). The Employee understands and agrees that this Agreement does not become effective or enforceable until after the rescission period has passed. For cancellation to be effective, it must be in writing and hand delivered or mailed to Polaris Inc., Attn: Vice President, Global Compensation, 2100 Highway 55, Medina, MN 55340. If mailed, the cancellation must be postmarked within the seven (7)-day (federal age claims) or fifteen (15)-day (MHRA claims) period, properly addressed as set forth in the preceding sentence and sent by certified mail, return receipt requested. If delivered by hand, it must be given to the Vice President, Global Compensation within the seven (7)-day (federal age claims) or fifteen (15)-day (MHRA claims) period.

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IX.NON-ASSIGNMENT

The parties agree that this Agreement will not be assignable by either party unless the other party first agrees in writing.

X.COUNTERPARTS

This Agreement may be signed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same document.

XI.SEVERABILITY CLAUSE

In the event that any provision of this Agreement shall be held void or unenforceable by a court of competent jurisdiction which is affirmed on appeal, said judgment shall not affect, impair, or invalidate the remainder of this Agreement unless the provision declared totally or partially unenforceable destroys the release of claims provided to the Company in Section II.

XII.COMPREHENSIVE NATURE OF AGREEMENT AND DRAFTSMANSHIP

This Agreement contains the entire agreement between the Employee and the Company regarding the subject matter herein except for the non-competition agreement between Company and Employee executed in conjunction with the stock options or restricted stock awarded to Employee and the agreement evidencing such awards, which remain in full force and effect in accordance with and subject to their respective terms and conditions. Employee acknowledges that the Employee has been advised in writing to consult the Employee’s own attorney; that the Employee has had an opportunity to consult with the Employee’s own attorney regarding the terms of this Agreement; that the Employee has read and understands the terms of this Agreement; that the Employee is voluntarily entering into this Agreement to take advantage of the benefits offered; that the Employee’s execution of this Agreement is without coercion or duress of any kind; and that there have been no promises leading to the signing of this Agreement except those that have been expressly contained in this written document.

XIII.BANKRUPTCY

The Employee represents that the Employee is not a party to a pending personal bankruptcy, and that the Employee is legally able and entitled to receive the money being paid to the Employee by the Company pursuant to the Severance Agreement.

XIV.GOVERNING LAW

This Agreement will be construed and interpreted in accordance with the laws of the State of Minnesota. It is further agreed that any action initiated in connection with the interpretation of or adherence to the terms and provisions of this Agreement shall be venued solely and exclusively in state court in the State of Minnesota in the County of Hennepin. The parties to this Agreement agree and acknowledge that this Agreement shall be considered to have been drafted equally by each of the parties.

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XV.WAIVER; AMENDMENT

No waiver, amendment, modification, or other change of any term, condition or provision of this Agreement shall be valid or have any force or effect unless made in writing and signed by the party hereto against whom such waiver, amendment, modification, or change shall operate or be enforced. No failure or delay on the part of any party in exercising any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof or of any other right, remedy, power or privilege of such party under this Agreement; nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other right, remedy, power, or privilege or further exercise thereof or the exercise of any other right, remedy, power or privilege.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.

DATE RECEIVED BY THE EMPLOYEE: ____________________________

Polaris Inc.

BY: Date: \_\_\_\_\_\_/\_\_\_\_\_\_/\_\_\_\_\_

ITS:

Employee

Signature: \_\_\_\_\_\_/\_\_\_\_\_\_/\_\_\_\_\_

Print Name:

Date Signed by the Employee

[Signature Page to Waiver and Release]

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## EX-31.A

SEC source: [exhibit31a-03312025.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit31a-03312025.htm)

EXHIBIT 31.a

I, Michael T. Speetzen, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Polaris Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ MICHAEL T. SPEETZEN

Michael T. Speetzen

Chief Executive Officer

Date: April 30, 2025

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## EX-31.B

SEC source: [exhibit31b-03312025.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit31b-03312025.htm)

EXHIBIT 31.b

I, Robert P. Mack, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Polaris Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ ROBERT P. MACK

Robert P. Mack

Chief Financial Officer

Date: April 30, 2025

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## EX-32.A

SEC source: [exhibit32a-03312025.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit32a-03312025.htm)

Exhibit 32.a

POLARIS INC.

STATEMENT PURSUANT TO 18 U.S.C. §1350

I, Michael T. Speetzen, Chief Executive Officer of Polaris Inc., a Delaware corporation (the “Company”), hereby certify as follows:

1.This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Periodic Report”);

2.The Periodic Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

3.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date: April 30, 2025

/s/ MICHAEL T. SPEETZEN

Michael T. Speetzen

Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Polaris Inc. and will be retained by Polaris Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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## EX-32.B

SEC source: [exhibit32b-03312025.htm](https://www.sec.gov/Archives/edgar/data/931015/000162828025020876/exhibit32b-03312025.htm)

Exhibit 32.b

POLARIS INC.

STATEMENT PURSUANT TO 18 U.S.C. §1350

I, Robert P. Mack, Chief Financial Officer of Polaris Inc., a Delaware corporation (the “Company”), hereby certify as follows:

1.This statement is provided pursuant to 18 U.S.C. § 1350 in connection with the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Periodic Report”);

2.The Periodic Report fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended; and

3.The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated therein.

Date: April 30, 2025

/s/ ROBERT P. MACK

Robert P. Mack

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Polaris Inc. and will be retained by Polaris Inc. and furnished to the Securities and Exchange Commission or its staff upon request.