Polaris Inds SEC Filings

A holder associated with PII has filed a notice of proposed sale of restricted securities under Rule 144. The filer plans to sell 4,554 shares of common stock through Morgan Stanley Smith Barney LLC, with an aggregate market value of $307,508.85. The issuer has 56,248,333 shares of this class outstanding. The planned sale is targeted for around 12/05/2025 on the NYSE.

The shares were originally acquired on 01/27/2023 as restricted stock from the issuer, with no separate cash payment described. By signing the notice, the seller represents that they are not aware of any material adverse, nonpublic information about the issuer’s current or prospective operations, and acknowledges that intentional misstatements can constitute federal criminal violations.

Polaris Inc. issued $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2031 in a public offering under its Form S-3 shelf registration. The transaction was executed pursuant to an underwriting agreement with BofA Securities, Wells Fargo Securities, MUFG Securities Americas, and U.S. Bancorp Investments as representatives of the underwriters.

The notes are governed by an Indenture dated November 16, 2023, as supplemented by a Second Supplemental Indenture dated November 13, 2025, with U.S. Bank Trust Company, National Association, as trustee. The company filed the underwriting agreement, the supplemental indenture (including the form of note), and related legal opinions as exhibits.

Polaris Inc. is offering $500,000,000 aggregate principal amount of 5.600% Senior Notes due 2031. The notes price at 99.941% with an underwriting discount of 0.600%, for gross proceeds of $499,705,000 and proceeds to the company of $496,705,000 before expenses. Estimated net proceeds are approximately $494.7 million.

Polaris plans to use the net proceeds to repay in full its $400.0 million Incremental Term Loan (maturing June 26, 2026) and, if any remain, for general corporate purposes, including potential repayment under its Revolving Loan Facility. Interest is payable semi‑annually on March 1 and September 1, beginning March 1, 2026, with maturity on March 1, 2031. The notes are unsecured, unsubordinated, not guaranteed by subsidiaries, and structurally subordinated to subsidiary liabilities. They are redeemable at Polaris’s option (including a par call one month before maturity) and carry a 101% repurchase right upon a change of control triggering event. The coupon is subject to ratings-based step-up/down adjustments.

Polaris does not intend to list the notes. Recent developments include an agreement to sell a majority stake in the Indian Motorcycle business, which generated approximately $467.0 million of sales for the twelve months ended September 30, 2025, with expected pre-tax charges of $275.0–$325.0 million.

Polaris Inc. filed a preliminary prospectus supplement for a new offering of unsecured senior notes. The notes will be direct, unsubordinated obligations, structurally subordinated to subsidiary debt, and not guaranteed by subsidiaries. They feature optional redemption before maturity and a holder put at 101% upon a change of control triggering event. The interest rate is subject to ratings-based adjustments as described in the document.

Polaris expects to use the net proceeds to repay its Incremental Term Loan in full; as of September 30, 2025, $400.0 million was outstanding at a 6.26% average rate and maturing on June 26, 2026. Any remaining proceeds may be used for general corporate purposes, including paying down the Revolving Loan Facility, which had $320.1 million outstanding at a 5.56% average rate and matures December 13, 2029. The notes are not expected to be listed on any exchange.

Recent developments include a definitive agreement signed on October 10, 2025 to sell a majority stake in the Indian Motorcycle business, which generated approximately $467.0 million of sales for the twelve months ended September 30, 2025. Polaris expects estimated pre-tax charges of $275.0–$325.0 million (approximately $230.0–$280.0 million net of an expected $45.0 million tax benefit), with about $100.0 million of future cash expenditures; closing is currently expected in the first quarter of 2026, subject to customary conditions.

Polaris Inc. reported third‑quarter results with sales of $1,841.6 million, up 7% year over year, and gross profit of $380.3 million, roughly flat at 20.6% of sales. The quarter swung to a net loss of $15.8 million (−$0.28 per diluted share) versus net income of $27.7 million a year ago, driven by a $42.3 million long‑lived asset impairment in the On Road segment, higher incentive compensation, and incremental tariff charges.

Year‑to‑date, sales were $5,230.1 million (down 4%), with a net loss of $161.9 million, including a $52.6 million goodwill impairment for the On Road reporting unit and a $49.4 million impairment of a nonmarketable investment. Operating cash flow strengthened to $562.3 million, aided by working capital improvements. Financing obligations declined to $1,734.6 million, while cash rose to $335.5 million.

After quarter‑end, subsidiaries entered a definitive agreement to sell a majority stake in Indian Motorcycle, expected to close in Q1 2026. The company expects $275–$325 million in pre‑tax charges (approximately $230–$280 million net of an expected $45 million tax benefit), including about $100 million in future cash expenditures.

Polaris Inc. (PII) announced its third‑quarter 2025 results for the period ended September 30, 2025. The company published a press release on October 28, 2025 and held its quarterly earnings conference call the same day. A replay is available via the webcast link on its investor relations website.

The press release is furnished as Exhibit 99.1. The filing lists the cover page Inline XBRL as Exhibit 104.

Polaris Inc. (PII) plans to separate and sell its Indian Motorcycle business, which will be classified as held for sale. Assets tied to the business will be recorded at fair value less estimated transaction costs. The company expects estimated pre-tax impairment charges of $275–$325 million, or $230–$280 million net of an expected $45 million tax benefit. The majority of these charges are expected to be recorded in Q4 2025 and include future cash expenditures of approximately $100 million. Polaris also furnished a press release previewing preliminary results for the quarter ended September 30, 2025.

In connection with the transaction, Michael D. Dougherty, President of On Road and International, notified the company of his intention to retire upon closing. Upon closing, he will be eligible for a transaction bonus equal to four times his then-current base salary and his 2025 annual bonus based on the greater of target and actual performance, with equity awards treated under the retirement provisions of his existing severance agreement, in each case subject to his continued employment through closing.

Polaris Inc. director Gwenne A. Henricks reported on Form 4 that on 10/01/2025 she was credited with 496.51 Common Stock Equivalents (CSEs) under the company's Deferred Compensation Plan for Directors following her election to defer a quarterly cash retainer. The filing shows a price per share of $61.68 and reports 35,464.75 total shares/CSEs beneficially owned after the transaction. The registrant notes the deferred compensation plan permits settlement of each CSE into one share and that 379.86 additional units arose from dividend reinvestment.

Gary E. Hendrickson, a director of Polaris Inc. (PII), reported a change in beneficial ownership dated 10/01/2025. The filing shows 577.58 Common Stock Equivalents (CSEs) were credited to his account under the Company's Deferred Compensation Plan for Directors because he elected to defer his quarterly cash retainer. The report lists a price of $61.68 and states Mr. Hendrickson beneficially owns 54,233.75 shares or equivalents following the transaction. The total in the ownership figure includes the 577.58 newly credited CSEs plus 547.34 CSEs and deferred stock units acquired through dividend reinvestment. The Form 4 was filed as a one-person report and signed on 10/02/2025.