PII 10-K & 10-Q changes, risk factors and insider trading

Our results of operations have been, and may continue to be sensitive to changes in overall economic conditions, primarily in North America and Europe, that impact spending on our products, including discretionary spending. Weakening of, and fluctuations in, general economic conditions affecting the disposable income and budgets of our customers, such as employment levels, inflation, business conditions, the level of governmental financial assistance, the impacts of changing government regulation,regulation and tariffs, changes in housing market conditions, capital markets, tax rates, savings rates, interest rates, fuel and energy costs, the economic impacts of natural disasters or other severe weather conditions, acts of war, acts of terrorism, and the availability of consumer credit, could reduce overall spending or reduce spending on our products. Our sales growth and profitability have been from time to time, and in the future could be, affected by a general reduction in consumer spending or a reduction in consumer spending on powersports, boats and aftermarket products in particular. A general reduction in spending by our customers for commercial equipment or a reduction in government budgets or actual spending could adversely affect our related sales.

Furthermore, increased restrictions imposed on a class of chemicals knowknown as per-and polyfluoroalkyl substances (“PFAS”), which are widely used in a large number of products, including parts and materials that are incorporated into our products, may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing products, which would adversely impact our business, operations, revenue, costs, and competitive position. There is no assurance that suitable replacements for PFAS-containing parts and materials will be available at similar costs, or at all.

The markets in which we operate are highly competitive. Competition in such markets is based upon several factors, including price, quality, reliability, styling, product features and warranties. At the dealer level, competition is based on additional factors, including product availability, salessales, service and marketing support programs (such as financing and cooperative advertising), and dealer and customer perception. Certain of our competitors are more diversified and have advantageous manufacturing footprints, and may invest more heavily in intellectual property, product development, promotions and advertising or online presence. If we are not able to compete with new or enhanced products or models of our competitors or compete in the digital marketplace, our ability to retain and attract customers and future business performance may be materially and adversely affected. Internationally, our products typically face more competition where certain foreign competitors manufacture and market products in their respective countries. This allows those competitors to sell products at lower prices, which could adversely affect our competitiveness in those countries. In addition, our products compete with many other recreational, utility, and work products for the discretionary spending of our customers. A failure to compete effectively with these other competitors, adjust our manufacturing and production levels to meet fluctuating demand, or adjust pricing to offset inflation, tariffs or increased supply chain costs could materially and adversely affect our financial results and have a material adverse effect on our performance.

Unless we can continue to enhance existing products, develop and market new products and services, including in the digital and electrification markets, we may not be able to compete effectively in the market, and ultimately satisfy the needs and preferences of our customers in the global markets in which we compete. Product development requires significant financial,financial resources, technological resources, innovations (including technological advancements, such as artificial intelligence, machine learning and augmented reality) and other resources. There can be no assurance that our level of investment in research and development will be a sufficient competitive advantage in product innovation, which could cause our business to suffer. Product improvements and new product introductions also require significant engineering, planning, design, development, and testing at the technological, product, and manufacturing process levels and we may not be able to timely develop product improvements or new products. Our competitors’ new products may be of a better quality, beat our products to market, and be more attractive than other products in terms of features and price than our products.price.

Increased negativeNegative public perception of the social acceptability of our products or any increased restrictions on the access or the use of our products in certain locations could materially adversely affect our business or results of operations.

From time to time, we manage our portfolio and grow our business through acquisitions, non-consolidated investments, alliances andalliances, new joint ventures and partnerships, and divestitures, which could be risky and could harm our business.

From time to time, we drive growth inmanage our businesses and accelerate opportunities to expand our global presence and customer baseportfolio through targeted acquisitions, non-consolidated investments, alliances, and new joint ventures and partnershipspartnerships, as well as through divestitures (each a “Strategic Transaction”). We believe such Strategic Transactions add value to our existing brands and product portfolio. Alternatively, we may not be able to identify an attractive Strategic Transaction. The benefits of a Strategic Transaction may take more time than expected to develop or integrate into our operations,operations or separate from our business, and we cannot guarantee that any Strategic Transaction will ultimately produce the expected benefits.

In many cases, Strategic Transactions present a number of integration or separation risks. For example, the acquisition may: require more time or resources than anticipated to be fully integrated into our operations and systems, causing operational disruption; create more costs than projected; divert management attention; create the potential of losing customer, supplier or other critical business relationships; and pose difficulties retaining employees. The inability to successfully integrate new businesses may result in higher production costs, lost sales or otherwise negatively affect earnings and financial results.

PotentialDivestiture divestitureactivity, activityincluding the recently completed separation of Indian Motorcycle, poses similar risks, including the potential to: disrupt operations in core, adjacent or acquired businesses; require more time or resources than anticipated to be fully completed; deleverage manufacturing operations or reduce sourcing efficiencies; reduce gross profit if the Company is not able to reduce fixed cost (including corporate overhead); not deliver the value anticipated for shareholders; divert management attention; create the potential of losing customer, supplier or other critical business relationships; and pose difficulties retaining employees. The inability to successfully manage the risks associated with the Company’s divestiture activityactivity, including the recently completed separation of Indian Motorcycle, may result in higher production costs, lost sales or otherwise negatively affect earnings and financial results.

We assemble vehicles at various facilities around the world. Our facilities are typically designed to produce particular models for particular geographic markets. No single facility is designed to manufacture our full range of vehicles. We also have several locations that serve as wholegoods and PG&A distribution centers, warehouses and office facilities. In addition, we have agreements with other third-party manufacturers to manufacture products on our behalf.behalf, and certain of our distribution centers are third-party managed. Should these or other facilities become unavailable either temporarily or permanently for any number of reasons, includingsuch as supply chain constraints, labor disruptions, changes in legal or regulatory requirements, the occurrence of a contagious disease or illness or catastrophic weather events (including events caused by climate change), the inability to manufacture at or distribute products from the affected facility may result in harm to our reputation, supply shortages, long lead times in supply, increased costs, lower revenues and the loss of customers. We may have to cease operations at impacted facilities or may not be able to easily shift production or distribution to other facilities or to make up for lost production. In addition, inefficiencies in our manufacturing due to labor shortages, part shortages, new production lines and the complexity of the start-up of manufacturing new premium products may impact operations negatively. Furthermore, we continue to evaluate our manufacturing footprint in light of tariffs imposed by the current presidential administration and have shifted, and intend to continue shifting, our Chinese manufacturing to other facilities in response to such tariffs. There can be no assurance that our current or future manufacturing and distribution footprint will improve and be sufficient to meet customer demand or that we will be able to successfully expand or contract our manufacturing and distribution capacity to meet changing demand in a more efficient manner, which could result in loss of revenue, decreased margins and loss of market share.

We source component parts and raw materials through numerous suppliers and have relationships with a limited number of product financing sourcespartners for our dealers and consumers. Our sales growth and profitability could be adversely affected if deterioration of economic or business conditions results in a weakening of the financial condition of our suppliers or financing sources, or if uncertainty about inflation, the economy or the demand for our products causes these business partners to voluntarily or involuntarily reduce or terminate their relationship with us, impose less favorable terms or require guarantees or credit support.

Failure to establish and maintain the appropriate levelnumber of dealer and distributor relationships or a deterioration of those relationships due to weak economic conditions impacting those relationships may negatively impact our business and operating results.

We distribute our products through numerous dealers and distributors and rely on them to retail our products to our end customers and provide service on these products. Weakening of the financial condition of our dealers or distributors due to deterioration of macroeconomic business conditions or reputational harm could negatively affect our sales growth and profitability. Additionally, weak demand for, or quality issues with, our products or any failure on our end to actively manage dealer inventory levels of our products may cause dealers and distributors to voluntarily or involuntarily reduce or terminate their relationship with us. Further, although we work to actively manage dealer inventory levels,Furthermore, if we fail to establish and maintain an appropriate levelnumber of dealers and distributors for each of our products, we may not be able to obtain or sustain adequate market coverage for the desired level of retail sales of our products.

Unfavorable weather conditions or natural disasters may reduce demand and negatively impact sales of certain of the Company’s products. Unfavorable weather, including conditions caused in part by climate change, or natural disasters in any particular geographic region may have an adverse effect on sales of the Company’s products in that region. For example, lack of snowfall during winter has,has in the past, and may continuein to,the future, materially adversely affect snowmobile sales; excessive rain (including as a result of hurricanes or other extreme storm events) before and during spring and summer may materially adversely affect sales of off-road vehicles and boats during rainy seasons in various geographies; a lack of rain in certain areas may limit boat usage and may materially adversely affect sales of boats; and wild fires may damage areas where our customers ride our off-road vehicles. Weather conditions may also disrupt our manufacturing and distribution facilities, our supply chain, or our dealers, which could impact our ability to manufacture or sell products to fulfill customer demand. Such disruptions could be caused by natural disasters, inclement weather and/or climate change-related events, such as tornadoes, hurricanes, earthquakes, floods, tsunamis, typhoons, drought, fire, other extreme weather conditions or natural disasters and events that occur as a result of such events, such as water and natural resource shortages, power outages or shortages, or telecommunications failures. These weather conditions could pose physical risks to our facilities and critical infrastructure in the U.S. and internationally, disrupt the operation of our supply chain and third-party vendors, and may impact operational results. There can be no assurance that weather conditions or natural disasters will not have a material effect on our sales, production capability or component supply continuity for any of our products.

We are subject to legal proceedings in the U.S. and elsewhere involving various issues, including product liability lawsuits for property damage or serious bodily injury, including death, warranty litigation, and class actions alleging claims for product defects, product recalls, economic losses, breach of warranty, and violations of various consumer protection laws, among other claims. A negative outcome in one or more of these lawsuitslawsuits, whether pursuant to a judgment, ruling or a settlement, could result in an award or the payment of damages (for which we are not insured or for which our insurance policies are insufficient to fully cover), including punitive damages, or fines, reputational harm, interruption or modification of our business, or other sanctions, as well as legal and punitive damages, or fines, reputational harm, interruption or modification of our business, or other sanctions, as well as legal and other costs, any of which may be significant and may have a negative impact on our business, operating results and cash flows.

The Company purchases excess insurance coverage for product liability claims related to incidents during the policy period which exceed our self-insured retention thresholds. Disputes with insurers have in the past impacted, and could in the future, impact our recoveries under these policies. Furthermore, certain claims that are not typically covered under commercial excess policies would be excluded from coverage, such as economic loss claims, false marketing claims, and potentially punitive damages.

We generally provide limited warranties for our vehiclesvehicles, boats and boats.related accessories. We may also provide longer warranties in certain geographical markets as determined by local regulations and customary practice or related to certain promotional programs. We also provide a limited emission warranty for certain emission-related parts in our ORVs, snowmobiles, and motorcycles as required by the EPA and CARB. Our standard warranties require us, through our dealer network, to repair or replace defective products during such warranty periods.

Our intellectual property rights are enforceable against third parties as infringement or misappropriation allegations or actions only to the extent that they are demonstrated by valid and enforceable patents or trademarks or are maintained in reasonable confidence sufficient to qualify as trade secrets. Despite our best efforts, we cannot guarantee that we will be issued any patents from any pending or future patent applications owned by or licensed to us or that the claims granted under any issued patents will be sufficiently broad to protect our technology against any current or future competitor. Furthermore, we cannot guarantee that any of our technology that is not protected by issued patents will otherwise be deemed a trade secret by a court of competent jurisdiction or otherwise protected against infringement. In the absence of directly applicable and enforceable patentintellectual or trademarkproperty protection, we may be vulnerable to loss with respect to competitors who attempt to copy our technology or product designs, exploit our trade secrets and know-how, or tarnish or diminish goodwill in our brand, all of which could adversely affect our business. Even with applicable and enforceable patentintellectual or trademarkproperty protection, others may initiate litigation to challenge to validity of our intellectual property, allege that we infringe their intellectual property rights, or they may use their resources to design comparable products that recreate as near as possible yet do not technically infringe our patents. We may incur substantial costs defending our intellectual property rights in the event that others initiate litigation to challenge the validity of our patents or allege that we infringe their patents. Substantial costs may also be incurred should we initiate proceedings to protect our intellectual property rights against misappropriation or infringement by others. If the outcome of any intellectual property-related litigation is unfavorable to us, our business, operating results, and financial condition could be adversely affected. Regardless of whether litigation relating to our intellectual property rights is successful, ongoing litigation as described herein could significantly increase our costs and divert management’s attention from operation of our business, which could adversely affect our results of operations and financial condition. Although we take all reasonable measures to verify that our products, technologies and marks do not infringe on the intellectual property rights of others, we cannot guarantee that they do not or will not. Allegations, litigation, cease and desist letters, court ordered injunctions, and the like relating to potential infringement of third-party intellectual property could result in significant costs, damages and substantial uncertainty.

We may be subject to cybersecurity events and other disruptions to our information technology systems, data and connected products that could adversely affect our business.

Cybersecurity threatsthreats, incidents, and incidentssimilar disruptions have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency and severity in the future. As technological advances develop and our reliance on technology increases, our business is subject to risks from cybersecurity threats and incidents, including attempts to gain unauthorized access to our systems and networks, or those of our third-party vendors and service providers, the disruption of operations, the corruption of data or theft of confidential or personal information, and other cybersecurity incidents.

We use many information technology systems, some of which are managed or hosted by third parties, and manufacture connected products (including connected vehicles),products, some of which are managed by third parties, in operating our business. Those systems and products process potentially sensitive information, including intellectual property; proprietary business information of Polaris and our dealers, suppliers, and other business partners; and personal information of consumers and employees. OurThese information technology systems and connected products, including those managed or hosted by third parties, have been, and could be in the future vulnerable to breach, damage, disruption, or breakdown from various sources, including power loss,threats, viruses, malware, ransomware, phishing, denial of service, and other cyber-attacks that may be random, targeted, or the result of misconduct or error by individuals with access to our systems. Although we monitor continually evolving cybersecurity threats, have implemented various measures designed to manage risks relating to these types of threats, and have invested in layers of data and information technology protection, these measures and the systems supporting them could prove to be inadequate and there can be no assurance that our efforts will prevent disruptions or breaches of our information technology systems, connected products, data and/or operations.

We have experienced cyber-attacks, as have third parties who manage our information technology systems and other third-party suppliers and service providers, but to our knowledge, we have not experienced any material disruptions or breaches of our information technology systems, connected products, data or operations as a result of such cyber-attacks. We could, however, experience material disruptions or breaches in the future. Such disruptions or breaches of our information technology systems, connected products, data, or operations could adversely affect our business by resulting in, among other things: (i) disruption to our business operations; (ii) compromise or loss of the information processed by our information technology systems and connected products, such as intellectual property, confidential or proprietary information, or personal information; (iii) impact to the performance and/or safety of our connected products; (iv) damage to our reputation; (v) requirements to notify government authorities or affected individuals; and (vi) government enforcement, litigation or regulatory proceedings.

Our business, data, services and products are subject to Unitedincreasingly States federal and state and internationalcomplex data privacy and cybersecurity laws and regulations in the United States (federal and state) as well as internationally, and any failure to comply with these laws and regulations could harm our reputation, expose us to damages and otherwise adversely affect our business.

As a global company, we are subject to laws and regulations in the United States and other countries concerning the handling of personal data, including but not limited to those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data. In addition, we may be required to comply with emerging and established vehicle cybersecurity regulations that govern the protection of electronic systems, software, and data within vehicles. These laws and regulations include, for example, the European Union’s General Data Protection Regulation (“GDPR”) and, the California Consumer Privacy Act (“CCPA”), the United States Department of Commerce Supply Chain Security Rule, the EU Cyber Resilience Act (“CRA”), the EU Machinery Regulation, the United Nations Regulation 155 Cybersecurity and Cybersecurity Management System, and other similar Unitedprivacy Statesand state privacycybersecurity laws. These laws and regulations are continuously evolvingevolving, developing, and developing,becoming more complex, punitive, and restrictive, creating significant uncertainty as privacy and data protectionthese laws may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements. Our ongoing complianceefforts to comply with the GDPR, CCPA, and other privacy and data protectioncybersecurity laws may result in significant costs and challenges that are likely to increase over time, particularly in the event we introduce new connected products. Any failure, or perceived failure, by us or third-party service providers to comply with our privacy or security policies or privacy-relatedcybersecurity-related legal obligations may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on our operating results and financial condition.

The changing relationships of the United States dollar to the Canadian dollar, Australian dollar, the Euro, the Swiss franc, the Mexican peso, and certain other foreign currencies have from time to time had a negative impact on our results of operations. Fluctuations in the value of the United States dollar relative to these foreign currencies can adversely affect the price of our products in foreign markets, the costs we incur to import certain components for our products, and the translation of our foreign balance sheets. InFluctuations addition, within the recent strengtheningrelationship of the United States dollar,dollar weto havethese experiencedcurrencies has recently resulted in a corresponding negative impact on our financial results with respect to our foreign operations.results. While we actively manage our exposure to fluctuating foreign currency exchange rates by entering into foreign exchange hedging contracts from time to time, these contracts hedge foreign currency denominated transactions, and any change in the fair value of the contracts would be offset by changes in the underlying value of the transactions being hedged.

Our credit agreement and other debt agreements containcontains financial and restrictive covenants that may limit our ability to, among other things, borrow additional funds or take advantage of business opportunities. Increases in our debt or decreases in our earnings could cause us to fail to comply with these financial covenants. Failing to comply with such covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all our indebtedness or otherwise have a material adverse effect on our financial position, results of operation and debt service capability.

Our outstanding debt and the financial and restrictive covenants contained in our credit agreement could have important consequences on our financial position and results of operations, including increasing our vulnerability to increases in interest rates because debt under our credit agreement bears interest at variable rates. In addition, our outstanding amount of debt could limit our ability to raise additional capital or increase borrowing costs on future debt if we are unable to replace existing debt with comparable new debt and may have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions, requiring us to use a portion of our cash flows to repay indebtedness and placing us at a disadvantage compared to competitors with lower debt obligations. Furthermore, each of the credit rating agencies reviews its rating periodically, and there is no guarantee that our current credit ratings will remain the same. Should the credit rating agencies lower our credit ratings or if we were to lose our investment-grade rating, we could face further constraints on our ability to raise additional capital and face an increase in borrowing costs on both existing and future debt. Our ability to make payments on and to refinance our indebtedness depends on our ability to generate cash in the future.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) and sustainability matters relating to businesses, including climate change and greenhouse gas emissions, data privacy, artificial intelligence, human capital and workplace fairness. We make statements about our ESG goals and initiatives through information provided on our website, press statements and other communications, including through our “Geared for Good” ESG Report. Responding to these ESG matters involves implementing new processes and procedures to comply with new laws and involves risks and uncertainties, including those described under “Forward-Looking Statements.” These efforts may require investments which may be impacted by factors outside of our control. In addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve over time. We may also amend, abandon or replace our goals and initiatives due to a change in strategy, reduced relevance of such goals and initiatives or changing market conditions, and we may take certain actions that stakeholders or regulators view as contrary to such goals and initiatives. Stakeholders also may have very different views on where our ESG and sustainability focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in reputational harm, loss of investor confidence, legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price. Furthermore, in recent years, “anti-ESG” sentiment has gained momentum across the United States, with several states and the federal government having proposed or enacted anti-ESG policies, legislation or initiatives or issued related legal opinions. The Trumpcurrent Administrationpresidential also recentlyadministration issued an executive order in 2025 opposing diversity, equity and inclusion (“DEI”) initiatives in the private sector, which may drawdrawing additional attention to companies who provide products and services to the U.S. government. Such anti-ESG and anti-DEI-related policies, legislation, initiatives, litigation, legal opinions and scrutiny could result in us facing additional compliance obligations, becoming the subject of investigations, enforcement actions or litigation, or sustaining reputational harm.

20242025 sales totaled $7.2 billion,billion aand decreasewere ofapproximately 20flat percentas fromcompared 2023.to The2024. year-over-year decrease in salesThis was primarily duedriven toby decreased shipments in all segments and lower net pricing driven by higher promotional costs, partiallymostly offset by product mix.

Our gross profit of $1.5$1.4 billion decreased 25seven percent from $2.0$1.5 billion in 2023.2024. Gross profit, as a percentage of sales, decreased primarily due to incremental tariff charges, lower net pricing driven by higher promotional costs, product mix,costs and decreasedincreased leverageincentive ofcompensation fixed costs as a result of reduced sales volumes. These decreases werecosts, partially offset by favorable operational costs.costs and reduced warranty expense.

Full year net income from continuing operationsloss attributable to Polaris Inc. was $110.8$465.5 million, or $1.95$8.18 net loss per diluted share, compared to 20232024 full year net income from continuing operations attributable to Polaris Inc. of $502.8$110.8 million, or $8.71$1.95 per diluted share. These decreases were primarily the result of decreased shipments in all segments, lower net pricing driven by higher promotional costs,impairment and decreasedother leveragecharges of fixed costsrecorded as a result of reducedthe salesIndian volumes,Motorcycle business being classified as held for sale, goodwill and other intangible asset impairment charges recorded, incremental tariff charges and increased incentive compensation costs, partially offset by favorable operating costs. We reported Adjusted EBITDA of $410.2 million in 2025 compared to $635.4 million in 2024 compared to $1,020.9 million in 2023.2024. For information on how we define and calculate Adjusted EBITDA, and a reconciliation from net (loss) income from continuing operations to Adjusted EBITDA, see “Non-GAAP Financial Measures”.

On January 30,29, 2025,2026, we announced that our Board of Directors declared a quarterly cash dividend of $0.67$0.68 per share for the first quarter of 2025,2026, a twoone percent increase from the prior quarterly cash dividend, representing the 30th31st consecutive year of increased dividends to shareholders.

The year-over-year decrease in sales was due to decreased shipments and lower net pricing driven by higher promotional costs, partially offset by favorable product mix.

The year-over-year volume decrease was theprimarily resultdue ofto decreasedreduced shipmentsrecreational inORV, allsnowmobile segments.and On Road shipments, partially offset by increased utility ORV shipments. Product mix was favorable as a result of a higher sales mix of ORVs. This favorability was partially offset by lower net pricing driven by higher promotional costs.

Sales in the United States decreasedincreased primarily as a result of lowerhigher shipmentsMarine inand allORV segments.shipments, partially offset by reduced snowmobile and motorcycle shipments.

Sales in Canada decreased primarily as a result of decreasedreduced snowmobile shipments. Currency rate movements had an unfavorable impact of onetwo percentage pointpoints on sales in 2024.2025.

Sales in other countries decreased primarily as a result of lowerreduced ORVOn and motorcycleRoad shipments. Currency rate movements had noa favorable impact of two percentage points on sales in 2024.2025.

The year-over-year decreaseincrease in cost of sales was primarily asdue ato resulthigher ofmaterials costs driven by incremental tariff charges, partially offset by reduced saleswarranty volumes driving lower purchased materials and decreased labor costs.expense.

Gross profit for 2024,2025, as a percentage of sales, decreased primarily dueas toa result of incremental tariff charges, lower net pricing driven by higher promotional costs, product mix,costs and decreasedincreased leverageincentive ofcompensation fixed costs as a result of reduced sales volumes,costs, partially offset by favorable operational costs.costs and reduced warranty expense.

Income from financial services increaseddecreased 2114 percent in 2024,2025, primarily dueas toa higherresult of lower wholesale financing income from Polaris Acceptance drivendue byto higherreduced interest rates and dealer inventory levels.

Interest expense increaseddecreased for 20242025 primarily as a result of higherlower interestaverage rates.debt levels.

Adjusted EBITDA, in absolute dollars and as a percentage of sales, decreased in 20242025 primarily asdue ato resultincreased ofincentive decreasedcompensation shipmentscosts, incremental tariff charges and lower net pricing driven by higher promotional costs. These decreases werecosts, partially offset by favorable operating costs.

Weighted average diluted shares outstanding decreasedincreased throughout 20242025 primarily due to reduced share repurchasesrepurchases, andpartially offset by a reduction in the dilutive effect of share-based equity awards.awards as a result of the net loss incurred during 2025.

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.costs and related adjustments.

Our sales and gross profit by reporting segment, which includes the respective PG&A, as well as amounts related corporate costs and other activities, were as follows:

Off Road sales, inclusive of PG&A sales, decreasedwere 18approximately percentflat in 20242025. This was primarily as athe result of decreasedincreased PG&A sales and utility ORV shipments, mostly offset by reduced snowmobile and snowmobilerecreational ORV shipments. The average per unit sales price for the Off Road segment decreased approximately onetwo percent, primarily due to lower net pricing driven by higher promotional costs, partially offset by product mix.costs.

Sales to customers outside of North America decreasedwere 11approximately percentflat in 20242025. dueThis towas lowerprimarily the result of reduced ORV andshipments, mostly offset by increased snowmobile shipments.

Gross profit, as a percentage of sales, decreased in 20242025 primarily due to incremental tariff charges and lower net pricing driven by higher promotional costs, decreased leverage of fixed costs as a result of reduced sales volumes, product mix, and higher finance interest, partially offset by favorable operationaloperating costs.costs, lower warranty expense and favorable product mix.

•Polaris North America recreationutility unit retail sales downup mid-single digits percent

•Total Polaris North America ORVrecreation excluding youth unit retail sales down low-singlehigh-sigle digits percent

•Total Polaris North America ORV dealerexcluding inventoriesyouth downunit approximatelyretail 16sales up low-single digits percent

•Estimated North America industry snowmobileORV excluding youth unit retail sales forup thelow-single 2024-2025 season-to-date period through December 31, 2024 down mid-thirtiesdigits percent

•Total Polaris North America snowmobileORV excluding youth dealer inventories updown approximately 10nine percent

On Road sales, inclusive of PG&A sales, decreased 17six percent in 20242025, primarily as a result of decreased shipments across the product portfolio. The average per unit sales price for the On Road segment decreasedincreased approximately sixfour percent, primarily duedriven toby product mix and lowerhigher net pricing driven by higher promotional costs.pricing.

On Road sales to customers outside of North America decreased 10six percent in 2024,2025, primarily as a result of lowerdecreased Indiansales Motorcyclein shipments.Europe.

Gross profit, as a percentage of sales, decreased in 20242025 primarily due to unfavorable product mix and lowerincremental nettariff pricing driven by higher promotional costs,charges, partially offset by reduced warranty expense and favorable operationaloperating costs.

•Indian Motorcycle North America unit retail sales down high-singlelow-single digits percent

•Estimated North America industry 900cc cruiser, touring, and standard motorcycle unit retail sales down mid-singlehigh-single digits percent

•Polaris North America motorcycle dealer inventories updown approximately fivesix percent

Marine sales decreasedincreased 37seven percent as a result of decreasedincreased shipments. The average per unit sales price for the Marine segment increaseddecreased approximately sixone percent, primarily drivendue byto product mix.

Gross profit, as a percentage of sales, decreased in 20242025 primarily due to decreasedhigher leverage of fixedoperational costs asand a result of reduced sales volumes andunfavorable product mix.mix, partially offset by higher net pricing.

•Polaris U.S pontoon unit retail sales down mid-teenshigh-single digits percent

•Polaris U.S. deck boat unit retail sales down mid-thirtieshigh-teens percent

•Estimate U.S. industry deck boat unit retail sales down low-twentieshigh-teens percent

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income(loss) from continuing operations,income, excluding interest expense, income tax expense, depreciation and amortization, and certain other non-cash, non-recurring, or non-operating items impacting net (loss) income from continuing operations 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.

Adjusted EBITDA has limitations and should not be considered in isolation from, as a substitute for, or more meaningful than, net (loss) income from continuing operations 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(loss) from continuing operations,income, the most comparable GAAP financial measure, to Adjusted EBITDA for each of the periods presented:

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, capital investments, cash dividends to shareholders, and repurchases and retirement of common stock, and capital requirementsstock for at least the next 12 months and for the foreseeable future thereafter.

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

The decreaseincrease in net cash provided by operating activities in 20242025 was primarily the result of working capital improvements, partially offset by lower net income.

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 net distributions from Polaris Acceptance in 2024 compared to net contributions to Polaris Acceptance in 2023. These decreases were partially offset by increased strategic investments in 2024.2024 that did not recur in 2025.

The decreaseincrease in net cash used for financing activities was primarily the result of net repayments under debt arrangements in 2025 compared to net borrowings under debt arrangements in 2024 compared to net repayments under debt arrangements in 2023,2024, as well as lower share repurchases. TheseNet changesrepayments weretotaled partially$543.6 offsetmillion byin reduced2025 proceedscompared fromto stock issuances under employee plans. Netnet borrowings totaledof $165.8 million in 2024 compared to net repayments of $158.2 million in 2023.2024.

The following discussion pertains to the results of operations and financial position of Polaris Inc., a Delaware corporation, for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026 compared to the three-monththree periodand six-month periods ended MarchJune 31,30, 2025. 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; 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 firstsecond quarter of 2026 to the firstsecond quarter of 2025 and all “year-to-date” comparisons are from the six-month period ended June 30, 2026 to the six-month period ended June 30, 2025. 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.

FirstSecond quarter sales totaled $1,658.7$2,022.8 million, an increase of eightnine percent from last year’s firstsecond quarter sales of $1,535.8$1,852.7 million. The increase in sales for the quarter was primarily driven by increased shipments and higher net pricing, partially offset by reduced motorcycle shipments as a result of the Indian Motorcycle divestiture on February 2, 2026.divestiture.

Our gross profit of $334.8$478.3 million increased 3733 percent from $245.0$359.2 million in the comparable prior year firstsecond quarter. Gross profit, as a percentage of sales, increased primarily as a result of tariff refunds, favorable net price, and favorable product mix, higher net pricing, favorable operational costs and lower finance interest, partially offset by incremental tariff charges.expense.

Net lossincome attributable to Polaris was $47.4$106.4 million, or $0.83 net loss$1.82 per diluted share, compared to 2025 firstsecond quarter net loss attributable to Polaris of $66.8$79.3 million, or $1.17$1.39 net loss per diluted share. The improvement for the quarter was primarily driven by certain impairment charges recorded in the prior year comparable period that did not recur in 2026, tariff refunds, increased shipments and favorable product mix, higher net pricing and increased shipments,price, partially offset by higher general and administrative expenses, the loss recorded as a result of the sale of the Indian Motorcycle business, impairment charges recorded for certain assets classified as held for sale, and incremental tariff charges.expense. We reported firstsecond quarter adjusted EBITDA of $102.8$239.4 million, compared to 2025 firstsecond quarter adjusted EBITDA of $52.7$119.0 million. For information on how we define and calculate Adjusted EBITDA, and a reconciliation from net income (loss) to adjusted EBITDA, see “Non-GAAP Financial Measures”.

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 implemented a general tariff on all imports from countries not exempted under certain trade reciprocity criteria and elevated tariffs have been imposed on imports from major trading partners. Impacted countries have and may impose retaliatory tariffs, and such actions could give rise to an escalation of other trade measures by the countries subjected to such tariffs. In November 2025, the U.S. Supreme Court heard arguments in a case challenging tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), and in February 2026, the Court issued a ruling that IEEPA does not authorize the imposition of tariffs. The Court only ruled on IEEPA tariffs and did not invalidate any other tariffs, nor did the Court address whether or how the U.S. government might issue refunds of IEEPA tariffs. As a result of this ruling, the U.S. Court of International Trade issued an order directing the U.S. Customs and Border Protection (“CBP”) agency to formalize a process for refunds. On April 20, 2026, the CBP launched an online portal (“CAPE”) that can be used to submit IEEPA tariff refunds requests. Allrefund requests willand bebegan reviewedissuing byrefunds in May 2026. Although CAPE is now available for the CBP to determine validity prior to the issuancemajority of refunds.entries Althoughand therefunds rulingare has beenbeing issued, its implications for trade policy and related administrative actions remain uncertain. A number of tariff-related matters continue to be challenged that could impact the continued utilization of certain tariffsCBP and the mannerU.S. inDepartment whichof tariffJustice costs or potential recoveries are calculated. Adverse rulings, orappealed the replacement or implementationCourt of newInternational tariffsTrade’s ororder tradeas restrictions,applied may haveto a material adverse impact on our resultssubset of operations, including our profitability. The tariff policy environment is rapidly evolving and there is no guarantee that additional or increased tariffs will not be imposed.entries.

We currently procure components from countries subject to such tariffs. As a result of the current tariffs, 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. To mitigate the impact of tariffs on our supply chain and manufacturing, we continue to evaluate sourcing alternatives, negotiate with suppliers, and work to increase the percentage of shipments qualified under favorable trade agreements. Incremental tariffs and changed trade policies had a notable impact on our financial results for the three monthsand six-month periods ended MarchJune 31,30, 2026, and could continue to adversely impact our results in the future. No loss recovery was recorded in our consolidated financial statements during the period ended March 31, 2026 related to refunds for costs previously incurred under IEEPA tariffs. We will continue to evaluate the impact of tariffs on our operations and profitability.

The increase in sales for the quarter and year-to-date period was primarily driven by increased shipments and higher net pricing, partially offset by reduced motorcycle shipments as a result of the Indian Motorcycle divestiture on February 2, 2026.divestiture.

Sales in the United States increased during the quarter and year-to-date periods primarily as a result of increased ORV shipments and PG&A sales, partially offset by reduced motorcycle shipments as a result of the Indian Motorcycle divestiture.

Sales in Canada decreased during the quarter and year-to-date periods primarily due to reduced snowmobile shipments and motorcycle shipments,shipments as a result of the Indian Motorcycle divestiture, partially offset by increased ORV shipments. Currency rate movements had no impact on quarter sales and a favorable impact of fourtwo percentage points on quarter-to-dateyear-to-date sales.

Sales in other countries decreased during the quarter and year-to-date periods primarily due to reduced motorcycle shipments inas Europe,a result of the Indian Motorcycle divestiture, partially offset by increased ORV shipments.and Goupil shipments as well as favorable currency exchange rate movements. Currency rate movements had a favorable impact of ninefour percentage points on quarter-to-datequarter sales and seven percentage points on year-to-date sales.

Cost of sales increased during the quarter and year-to-date period primarily due to increased sales volumes driving higher purchased materials and increased labor costs, as well as incremental tariff charges. These increases were partially offset by reduced depreciation and amortization expense. For the quarter, these increases were partially offset by favorable net tariff impacts resulting from tariff refunds exceeding incremental tariff expenses.

Gross profit for the quarter,quarter and year-to-date period, as a percentage of sales, increased primarily as a result of tariff refunds, favorable net price, and favorable product mix, higher net pricing, favorable operational costs and lower finance interest, partially offset by incremental tariff charges.expense.

Income from financial services decreased for the quarter,quarter and year-to-date period, primarily due to lower retail credit income and lower wholesale financing income from Polaris Acceptance due to reduced dealer inventory levels and interest rates.

OtherThe increase in other (income) increasedexpense duringfor the quarter and year-to-date period was primarily attributable to an impairment charge related to a strategic investment recorded in the prior year comparable periods that did not recur in 2026, as awell result ofas incremental income received under transition services agreements following the Indian Motorcycle divestiture. Other (income) expense is also impacted by currency exchange rate movements and the corresponding effects on currency transactions related to our international subsidiaries.

BenefitProvision (benefit) for income taxes:

The incomeIncome tax benefitexpense for the quarter was $10.5$26.8 million or 18.1%20.1% of the lossincome before income taxes, compared to an income tax benefit of $4.4$13.5 million or 6.1%14.6% of the loss before income taxes for the firstsecond quarter of 2025. TheIncome tax provisionexpense for the year-to-date period was $16.3 million or 21.6% of income before income taxes, compared to an income tax benefit of $17.9 million or 10.9% of the loss before income taxes for the six months ended June 30, 2025. The change in the effective income tax rate for the quarter and year-to-date periods was primarily thedue resultto ofpretax income generated in the 2026 periods compared to pretax losslosses generated,in includingthe prior year periods, as well as impacts associated with changes in non-deductible impairment charges, Foreign-Derived Deduction-Eligible Income, and income tax benefitsreserves relatedcompared to impairmentthe chargesprior recorded, partially offset by unfavorable adjustments related to share-based compensation.periods.

Adjusted EBITDA, in absolute dollars and as a percentage of sales, increased during the quarter and year-to-date period primarily as a result of tariff refunds, increased shipments, favorable net price, and favorable product mix, higher net pricing and increased shipments, partially offset by higherincremental generaltariff and administrative expenses.expense.

Weighted average diluted shares outstanding increased for the quarter, primarily due to share issuances within and between the comparable quarterly periods.periods and an increase in the dilutive effect of share-based equity awards.

We paid a regular cash dividend of $0.68 per common share on MarchJune 16,15, 2026 to holders of record at the close of business on MarchJune 2,1, 2026. We paid aggregate cash dividends of $1.36 per common share for the six months ended June 30, 2026.

In the first quarter of 2026, the Company began management of its portfolio of businesses under a new basis following the divestiture of the Indian Motorcycle business. All historical results were reclassified for comparability, including the results of the divested Indian Motorcycle business, which isare included in corporate and corporate costs and other.

Polaris Powersports sales, inclusive of PG&A sales, increased for the quarter,quarter and year-to-date period, primarily as a result of increased ORV shipments in the United States and higher PG&A sales. The average per unit sales price for the Polaris Powersports reportable segment increased approximately fivetwo percent for the quarter and approximately four percent for the year-to-date period primarily as a result of product mix and higher net pricing.

Sales to customers outside of North America increased seven28 percent for the quarter and 17 percent for the year-to-date period primarily as a result of higher utility ORV shipments.

Gross profit, as a percentage of sales, increased during the quarter and year-to-date periods primarily as a result of favorabletariff product mix,refunds, higher net pricing, favorable operatingproduct costsmix, and lowerfavorable financeoperating interest,costs, partially offset by incremental tariff charges.expense and higher commodity costs.

•Polaris North America utility unit retail sales up high-single digitslow-teens percent

•Polaris North America recreation excluding youth unit retail sales down high-single digitsmid-teens percent

•Total Polaris North America ORV excluding youth unit retail sales up low-singlemid-single digits percent

•Total Polaris North America ORV excluding youth dealer inventories flatup approximately seven percent

Marine sales increased during the quarter and year-to-date period primarily dueas toa result of increased shipments and favorable product mix. The average per unit sales price for the Marine reportable segment increased approximately 10nine percent for both the quarter,quarter and year-to-date period, primarily due to product mix and higher net pricing.

Gross profit, as a percentage of sales, increased for the quarter and year-to-date period primarily as a result of favorable product mix and higher net pricing, partially offset by incremental tariff charges.expense.

Additional information on our end markets for the quartertwo-month period ended May 31, 2026:

•Polaris U.SU.S. pontoon unit retail sales down low-doublehigh-single digits percent

•Estimated U.S. industry pontoon unit retail sales down low-doublehigh-single digits percent

•Polaris U.SU.S. deck boat unit retail sales down low-thirtieshigh-twenties percent

•Estimated U.S. industry deck boat unit retail sales down mid-twentieshigh-teens percent

Aixam & Goupil sales, inclusive of PG&A sales, increased for the quarter and year-to-date period primarily as a result of increased Goupil shipments and PG&A sales.shipments.

Gross profit, as a percentage of sales, increased during the quarter and year-to-date period primarily as a result of productlower mix.warranty expense and increased leverage of fixed costs as a result of increased sales volumes.

Corporate includes revenues and costs of previously divested businesses including Indian Motorcycle, income and costs related to transition services and supply agreements, and costs that are not allocated to reportable segments, including certain manufacturing costs, the impacts of certain foreign currency transactions, and certain incentive compensation costs and related adjustments. Corporate sales and gross profit decreased for the quarter and year-to-date periods as a result of the Indian Motorcycle divestiture on February 2, 2026.

To supplement our consolidated financial statements, which are prepared and presented in accordance with U.S. 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 U.S. GAAP.

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net loss,income (loss), excluding interest expense, income tax expense, depreciation and amortization, and certain other non-cash, non-recurring, or non-operating items impacting net income (loss) 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.

Adjusted EBITDA has limitations and should not be considered in isolation from, as a substitute for, or more meaningful than, net income (loss) as determined in accordance with U.S. 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 loss,income (loss), the most comparable U.S. GAAP financial measure, to Adjusted EBITDA for each of the periods presented:

(1) Represents amortization expense for intangible assets acquired through business combinations and asset acquisitions (2) Represents adjustments for corporate restructuring (3) Represents adjustments related to product wind downs (4) Represents adjustments for certain class action litigation-related expenses (5) Represents impairmentgoodwill charges related to aand strategic investment heldimpairment by the Companycharges (6) Represents charges attributable to payments made in support of a distressed supplier (7) Represents the loss associated with the Company’s divestiture of the Indian Motorcycle business, as well as impairment and other charges recordedrelated to reportcertain certainother assets sold or classified as held for sale assets at fair value less an amount of estimated transaction costs

The decrease in net cash from operating activities was primarily the result of working capital additions in the threesix months ended MarchJune 31,30, 2026, partially offset by a reduction inhigher net loss.income. Net lossincome was $47.2$59.4 million for the threesix months ended MarchJune 31,30, 2026, compared to a net loss of $66.7$145.8 million in the prior year comparable period.

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 increased primarily due to incremental cash payments to facilitate the sale of the Indian Motorcycle business and strategic investments made during the quarter,first partiallyquarter offsetof by reduced property, equipment and tooling purchases.2026.

Net cash provided by financing activities was $506.6$327.8 million for the threesix months ended MarchJune 31,30, 2026, compared to net cash used for financing activities of $56.9$328.9 million for the comparable period in 2025. This change was primarily the result of net borrowings of $411.5 million under thefinancing revolving loan facilityagreements in the threesix months ended MarchJune 31,30, 2026 compared to net repayments underof the$253.5 revolving loan facilitymillion during the comparable period in 2025. Net borrowings totaled $551.9 million for the three months ended March 31, 2026, compared to $18.3 million of net repayments for the comparable period in 2025.

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 MarchJune 31,30, 2026, there were borrowings of $593.8$459.8 million outstanding under the Revolving Loan Facility. Our credit facility also includes a Term Loan Facility, pursuant to which $468.8$462.5 million was outstanding as of MarchJune 31,30, 2026. We are required to make principal payments under the Term Loan Facility totaling $25 million over the next 12 months. We amended the agreement governing the credit facility (the “Credit Facility Amendment”) in June 2025 to modify the financial covenants in the existing credit agreement for each quarter ending June 30, 2025 through and including June 30, 2026 (the “Covenant Relief Period”). During the Covenant Relief Period, the Credit Facility Amendment limits us from repurchasing shares and paying dividends other than regular quarterly dividends and certain other exceptions, and limits the amount of debt certain of our subsidiaries may incur. For the credit facility, interest is charged at rates based on adjusted Term SOFR plus the applicable add-on percentage, as defined in the credit agreement. As of MarchJune 31,30, 2026, we had $797.0$931.0 million of availability on the Revolving Loan Facility.

The credit agreement containcontains covenants that require us to maintain certain financial ratios, including minimum interest coverage and maximum leverage ratios. The agreementscredit requireagreement requires 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. The interest coverage ratio is calculated as Adjusted EBITDA to interest expense for the then most-recently ended four fiscal quarters. The leverage ratio is calculated as consolidated funded indebtedness less cash and cash equivalents, capped at $300 million, to Adjusted EBITDA for the then most-recently ended four fiscal quarters. The Credit Facility Amendment modified the requirements related to the interest coverage ratio and leverage ratio during the Covenant Relief Period. During the Covenant Relief Period, the interest coverage ratio is 2.50 to 1.00 for the quarters ending June 30, 2025, September 30, 2025 and December 31, 2025, and 2.00 to 1.00 for the quarters ending March 31, 2026 and June 30, 2026. During the Covenant Relief Period, the leverage ratio is 4.00 to 1.00 for the quarter ending June 30, 2025, 4.50 to 1.00 for the quarter ending September 30, 2025, and 5.50 to 1.00 for the quarters ending December 31, 2025, March 31, 2026 and June 30, 2026.

In November 2023, we issued $500 million aggregate principal amount of 6.95% Senior Notes due 2029 (the “6.95% Senior Notes”) in an underwritten public offering. We received approximately $492 million in net proceeds from the offering after deducting the underwriting discount and other fees and expenses. The 6.95% Senior Notes bear interest at a rate of 6.95% per year and mature in March 2029. In November 2025, the Company issued $500 million aggregate principal amount of 5.60% Senior Notes due 2031 (the “5.60% Senior Notes” and together with the 6.95% Senior Notes, the “senior notes”) in an underwritten public offering. The Company received approximately $497 million in net proceeds from the offering after deducting the underwriting discount and other fees and expenses. The 5.60% Senior Notes bear interest at a rate of 5.60% and mature in March 2031. All of our senior notes are governed by an indenture and are subject to customary covenants and make-whole provisions upon early termination.redemption.

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 $36.8 million was outstanding as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, we were in compliance with all debt covenants and our debt to total capital ratio was 7470 percent. Additionally, as of MarchJune 31,30, 2026, we had letters of credit outstanding of $57.1$63.4 million, primarily related to purchaseinventory obligations for raw materials.purchases.