pii-20260331

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, 2026


☐			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 of
incorporation or organization)

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

2100 Highway 55,

Medina

55340

(Address of principal executive offices)

(Zip Code)

(763)

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 21, 2026, 56,886,167 shares of Common Stock, $.01 par value, of the registrant were outstanding.

Table of Contents

POLARIS INC.

FORM 10-Q

For Quarterly Period Ended March 31, 2026


			Page
Part I FINANCIAL INFORMATION
	Item 1 – Financial Statements		3
		Consolidated Balance Sheets	3
		Consolidated Statements of Loss	4
		Consolidated Statements of Comprehensive Loss	5
		Consolidated Statements of Equity	6
		Consolidated Statements of Cash Flows	7
		Notes to Consolidated Financial Statements	8
	Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
		Results of Operations	20
		Liquidity and Capital Resources	25
		Critical Accounting Policies	27
		Note Regarding Forward-Looking Statements	27
	Item 3 – Quantitative and Qualitative Disclosures About Market Risk		29
	Item 4 – Controls and Procedures		30

Part II OTHER INFORMATION
	Item 1 – Legal Proceedings		30
	Item 1A – Risk Factors		31
	Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		31
	Item 5 – Other Information		31
	Item 6 – Exhibits		32

SIGNATURES			33

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Part I FINANCIAL INFORMATION

Item 1 – FINANCIAL STATEMENTS

POLARIS INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)


	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	282.0	$	138.0
Trade receivables, net	249.0		237.5
Inventories, net	1,567.5		1,412.4
Prepaid expenses and other	434.0		366.9
Income taxes receivable	35.7		2.0
Current assets held for sale	21.8		49.8
Total current assets	2,590.0		2,206.6
Property and equipment, net	996.0		1,030.6
Investment in finance affiliate	133.8		131.5
Deferred tax assets	521.1		525.5
Goodwill and other intangible assets, net	795.0		800.0
Operating lease assets	113.1		121.0
Other long-term assets	92.5		78.5
Total assets	$	5,241.5	$	4,893.7
Liabilities and Equity
Current liabilities:
Current financing obligations	$	34.8	$	34.8
Accounts payable	833.5		762.5
Accrued expenses	1,226.1		1,355.0
Other current liabilities	33.0		40.5
Current liabilities held for sale	6.5		50.5
Total current liabilities	2,133.9		2,243.3
Long-term financing obligations	2,056.2		1,504.7
Other long-term liabilities	290.5		306.1
Total liabilities	$	4,480.6	$	4,054.1
Deferred compensation	$	5.8	$	6.7
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, 56.9 and 56.5 shares issued and outstanding, respectively	$	0.6	$	0.6
Additional paid-in capital	1,348.8		1,328.9
Accumulated deficit	(560.3)		(469.0)
Accumulated other comprehensive loss, net	(38.7)		(32.1)
Total shareholders’ equity	750.4		828.4
Noncontrolling interest	4.7		4.5
Total equity	755.1		832.9
Total liabilities and equity	$	5,241.5	$	4,893.7

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

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POLARIS INC.

CONSOLIDATED STATEMENTS OF LOSS

(In millions, except per share data)

(Unaudited)


	Three months ended March 31,
	2026		2025
Sales	$	1,658.7	$	1,535.8
Cost of sales	1,323.9		1,290.8
Gross profit	334.8		245.0
Operating expenses:
Selling and marketing	113.6		117.6
Research and development	82.3		82.9
General and administrative	162.5		102.7
Loss on disposal groups	31.6		—
Total operating expenses	390.0		303.2
Income from financial services	16.1		22.1
Operating loss	(39.1)		(36.1)
Non-operating expense:
Interest expense	30.4		34.1
Other (income) expense, net	(11.8)		0.9

Loss before income taxes	(57.7)		(71.1)
Benefit for income taxes	(10.5)		(4.4)
Net loss	(47.2)		(66.7)
Net income attributable to noncontrolling interest	(0.2)		(0.1)
Net loss attributable to Polaris Inc.	$	(47.4)	$	(66.8)
Net loss per share attributable to Polaris Inc. common shareholders:
Basic	$	(0.83)	$	(1.17)
Diluted	$	(0.83)	$	(1.17)
Weighted average shares outstanding:
Basic	57.4		56.9
Diluted	57.4		56.9

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

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POLARIS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In millions)

(Unaudited)


	Three months ended March 31,
	2026		2025
Net loss	$	(47.2)	$	(66.7)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(14.3)		22.2
Unrealized gain on derivative instruments	7.8		5.2
Retirement plan and other activity	(0.1)		(0.1)
Comprehensive loss	(53.8)		(39.4)
Comprehensive income attributable to noncontrolling interest	(0.2)		(0.1)
Comprehensive loss attributable to Polaris Inc.	$	(54.0)	$	(39.5)

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

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POLARIS INC.

CONSOLIDATED STATEMENTS OF EQUITY

(In millions)

(Unaudited)


	Number of Shares	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Non Controlling Interest		Total Equity
Balance, December 31, 2025	56.5	$	0.6	$	1,328.9	$	(469.0)	$	(32.1)	$	4.5	$	832.9
Employee stock compensation	0.5	—		20.7		—		—		—		20.7
Deferred compensation	—	—		—		0.9		—		—		0.9
Proceeds from stock issuances under employee plans	—	—		2.6		—		—		—		2.6
Cash dividends declared and paid (1)	—	—		—		(39.0)		—		—		(39.0)
Repurchase and retirement of common shares	(0.1)	—		(3.4)		(5.8)		—		—		(9.2)
Net (loss) income	—	—		—		(47.4)		—		0.2		(47.2)
Other comprehensive loss	—	—		—		—		(6.6)		—		(6.6)
Balance, March 31, 2026	56.9	$	0.6	$	1,348.8	$	(560.3)	$	(38.7)	$	4.7	$	755.1


	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 (loss) income	—	—		—		(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

(1) Polaris Inc. declared and paid a dividend of $0.68 and $0.67 per share for the three-month periods ended March 31, 2026 and March 31, 2025, respectively.

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

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POLARIS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Three months ended March 31,
	2026		2025
Operating Activities:
Net loss	$	(47.2)	$	(66.7)
Adjustments to reconcile net loss to net cash (used for) provided by operating activities:
Depreciation and amortization	63.2		73.4
Noncash compensation	20.7		12.6
Noncash income from financial services	(9.7)		(11.7)
Deferred income taxes	4.3		5.6
Loss on disposal groups	31.6		—
Other, net	1.6		(0.5)
Changes in operating assets and liabilities:
Trade receivables	(17.1)		(15.0)
Inventories	(173.0)		1.2
Accounts payable	47.5		158.4
Accrued expenses	(137.1)		(151.8)
Income taxes payable/receivable	(40.3)		(15.9)
Prepaid expenses and other, net	(64.7)		93.6
Net cash (used for) provided by operating activities	(320.2)		83.2
Investing Activities:
Purchase of property and equipment, net	(29.7)		(35.6)
Distributions from (investment in) finance affiliate, net	7.4		7.3
Investments in other affiliates	(20.0)		—
Sale of business	(79.3)		—
Net cash used for investing activities	(121.6)		(28.3)
Financing Activities:
Borrowings (repayments) under revolving loan facility, net	558.6		(11.4)
Repayments under financing obligations	(6.7)		(6.9)
Repurchase and retirement of common shares	(9.2)		(2.4)
Cash dividends to shareholders	(38.7)		(37.5)
Cash dividend to noncontrolling interest	—		(0.1)
Proceeds from stock issuances under employee plans	2.6		1.4
Net cash provided by (used for) financing activities	506.6		(56.9)
Impact of currency exchange rates on cash balances	(2.9)		6.1
Net increase in cash, cash equivalents and restricted cash	61.9		4.1
Cash, cash equivalents and restricted cash at beginning of period	236.3		303.0
Cash, cash equivalents and restricted cash at end of period	$	298.2	$	307.1

Supplemental Cash Flow Information:
Interest paid on financing obligations	$	40.0	$	37.1
Income taxes paid	$	28.2	$	8.1
Leased assets obtained for operating lease liabilities	$	2.4	$	2.5

The following presents the classification of cash, cash equivalents and restricted cash within the consolidated balance sheets:
Cash and cash equivalents	$	282.0	$	291.7
Other long-term assets	16.2		15.4
Total	$	298.2	$	307.1

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

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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, 2025 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.

Reclassifications. Reclassifications of certain prior year reportable segment results have been made to conform to the current-year presentation. See Note 11 for additional information. The reclassifications had no impact on the consolidated balance sheets, statements of loss, comprehensive loss, equity, or cash flows, as previously reported. In addition, the prior year presentation of revolving loan facility activity in the consolidated statements of cash flows has been conformed to the current-year presentation. The reclassifications had no impact on net cash used for financing activities.

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. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Non-qualified deferred compensation assets and liabilities

As of March 31, 2026 and December 31, 2025, the fair value of the Company’s non-qualified deferred compensation assets was $50.7 million and $53.5 million, respectively. As of March 31, 2026 and December 31, 2025, the fair value of the Company’s non-qualified deferred compensation liabilities was $50.7 million and $53.5 million, respectively. The fair value of these assets and liabilities was determined using Level 1 inputs.

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, 2026 and December 31, 2025, the fair value of the Company’s financing obligations was approximately $2,111.1 million and $1,575.9 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 $2,091.0 million and $1,539.5 million as of March 31, 2026 and December 31, 2025, respectively.

Property and equipment. The Company recorded $58.6 million and $67.4 million of depreciation expense for the three months ended March 31, 2026 and 2025, respectively. A majority of the Company’s property and equipment is located in North America.

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


	Three months ended March 31,
	2026		2025
Balance at beginning of period	$	135.5	$	162.8

Additions charged to expense	30.4		29.5
Warranty claims paid, net	(37.1)		(39.5)
Balance at end of period	$	128.8	$	152.8

New accounting pronouncements.

Apart from the item discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, 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, 2026		December 31, 2025
Inventories
Raw materials and purchased components	$	690.3	$	623.7
Service parts, garments and accessories	268.9		268.9
Finished goods	700.7		615.4
Less: reserves	(92.4)		(95.6)
Inventories, net	$	1,567.5	$	1,412.4
Property and equipment
Land, buildings and improvements	$	667.5	$	665.8
Equipment and tooling	1,672.8		1,659.7
	2,340.3		2,325.5
Less: accumulated depreciation	(1,344.3)		(1,294.9)
Property and equipment, net	$	996.0	$	1,030.6
Accrued expenses
Compensation	$	126.6	$	266.1
Warranties	128.8		135.5
Sales promotions and incentives	261.2		278.4
Dealer holdback	117.8		135.9
Other accrued expenses	591.7		539.1
Total accrued expenses	$	1,226.1	$	1,355.0
Other current liabilities
Current operating lease liabilities	$	24.5	$	28.1
Income taxes payable	8.5		12.4
Total other current liabilities	$	33.0	$	40.5
Other long-term liabilities
Long-term operating lease liabilities	$	90.1	$	97.1
Long-term income taxes payable	17.8		19.9
Deferred tax liabilities	7.2		7.3
Other long-term liabilities	175.4

SEC Form 10-Q filed by Polaris Inc.