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Polaris Inc.

For the period ended Apr 30, 2026. Filed Mar 17, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 30, 2026 · Filed Mar 17, 2026

PII$63.07-1.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑Filed by the Registrant☐Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Polaris Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
John P. Wiehoff Chair of the BoardMichael T. Speetzen Chief Executive Officer

On behalf of the Board of Directors and the executive leadership team, we invite you to attend the Polaris Annual Meeting of Stockholders on April 30, 2026, at 9:00 a.m. Central Time. We are grateful for your continued support of Polaris, particularly as our industry navigates this challenging and rapidly evolving environment.

2025 was a year marked by headwinds outside our control, such as shifting tariff regulations, weakened consumer confidence, and industry-wide pressure. Throughout these challenges, the Board and leadership team remained steadfast in our commitment to the Company’s long-term strategy and to managing the variables within the Company’s control. Management implemented a tariff-mitigation strategy and set a goal of lowering China-based spend by 80% by year-end 2027. Consumers responded positively to our product innovation and new product launches, and our deliberate efforts to manage inventory provided support to our dealer network. As a result, the Company delivered on its commitments to gain share across all segments, enhance operations, and achieve healthy dealer inventory levels. These results are evidence of disciplined execution and a resilient strategy.

As part of our long-term strategy focused on growth and creating stockholder value, the Board and management reevaluated the continuation of the Indian Motorcycle business as part of Polaris’ business model. After much consideration and a thorough analysis, the Company separated and divested the Indian Motorcycle business, a transaction which closed in the first quarter of 2026. This decision supports the Company’s strategy of creating long-term profitability by focusing on the core powersports segment. The Board also approved an increase in the Company’s dividend to stockholders, marking the 31st year of dividend increases and continuing the Company’s status as a Dividend Aristocrat.

Despite the dynamic environment, the Board remains intentional in prioritizing strategic decisions that emphasize long-term value creation, including meaningful investments in our employees, to ensure the company remains well-positioned for sustainable growth. In January 2025, in light of the challenging environment, the Board adjusted the annual equity grant structure - shifting to a higher proportion of time-based restricted stock units and eliminating performance-based restricted stock units - to better support retention and stability in a difficult and rapidly evolving environment. The Board continues to assess the Company’s compensation program to balance employee retention and business stability with incentives for performance and creating stockholder value.

The Board also continues to evolve. We want to express our gratitude to Kevin Farr, who recently retired from the Board after more than ten years of dedicated service and contributions to the Board, the Compensation Committee, and the Audit Committee, where he served as Chair for many years. Kevin’s insights and expertise were invaluable to the Board, and he will be missed.

In closing, on behalf of the Board and the executive leadership team, we extend our deep gratitude to the Company’s employees for their continued dedication and grit during challenging times. We also want to acknowledge our stockholders, and thank you for your loyalty and passion for Polaris. We remain committed to the Company’s long-term growth strategy that we believe will position us to lead the industry, drive profitable growth, and deliver strong returns for stockholders.

Sincerely,

1

Polaris Inc. 2100 Highway 55 Medina, Minnesota 55340Notice of Annual Meeting of Stockholders

Thursday, April 30, 2026

9:00 a.m. Central Time

Polaris Inc. will hold its 2026 Annual Meeting of Stockholders on Thursday, April 30, 2026, at 9:00 a.m. Central Time in a virtual format. You may attend the meeting, submit questions, and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/PII2026. You will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card to enter the Annual Meeting site. We recommend that you log in at least 15 minutes before the meeting begins.

At the meeting, our stockholders will be asked to:

1Elect three Class II directors for three-year terms ending in 2029.
2Approve, on an advisory basis, the compensation of our Named Executive Officers.
3Adopt the Amended & Restated 2024 Polaris Inc. Omnibus Incentive Plan.
4Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026.
5Act on any other matters that may properly come before the meeting.

Only stockholders of record at the close of business on March 9, 2026 may vote at the Annual Meeting or any adjournment thereof. The proxy materials were either made available to you over the Internet or mailed to you beginning on or about March 17, 2026.

By Order of the Board of Directors

Matthew S. Winings

Senior Vice President, General Counsel and Corporate Secretary

March 17, 2026

How to Participate in the Virtual Annual Meeting

PARTICIPATE VIA THE INTERNETVOTE DURING THE MEETINGSUBMIT QUESTIONS
Visit www.virtualshareholdermeeting.com/PII2026Click on the vote button on the virtual meeting home pageQuestions may be submitted live during the meeting by typing them in the dialog box on the bottom corner of the screen

For technical assistance on the day of the Annual Meeting, call the support line at 800-986-0822 (Toll Free) or 303-562-9302 (International Toll)

Other Ways to Vote Your Shares

INTERNETTELEPHONEMAIL
Go to http://www.proxyvote.com and follow the instructions. You will need your proxy card or internet noticeDial 1-800-690-6903 and follow the instructions You will need your proxy card or internet noticeIf you received paper copies of our proxy materials, mark your selection on the enclosed proxy card, date and sign your name, and promptly mail the proxy card in the postage-paid envelope provided

Please see page 94 for proxy voting deadlines. If you are a “street name” stockholder (meaning that your shares are registered in the name of your bank or broker), you will receive instructions from your bank, broker or other nominee explaining how to vote your shares.

YOUR VOTE IS IMPORTANT!

**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2026.

**The Notice of Annual Meeting, our Proxy Statement for the 2026 Annual Meeting of Stockholders, the proxy card and

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at

https://materials.proxyvote.com/731068.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.