Polaris to Separate Indian Motorcycle into a Standalone Company, Will Sell Majority Stake to Carolwood LP

Separation of Indian Motorcycle Sharpens Strategic and Operating Focus for Both Polaris and Indian

Motorcycle

 

Enables Polaris to Concentrate Resources on Most Attractive Areas for Profitable Growth

 

Sale Expected to be Accretive to Polaris’ Adjusted EBITDA Margins and Adjusted Earnings Per Share

 

Polaris President of On Road and International Mike Dougherty Announces Intent to Retire

 

Polaris Provides Preliminary Results for Q3 2025

 

MINNEAPOLIS (October 13, 2025)— Polaris Inc. (NYSE: PII) (“Polaris” or “the Company”) today

announced its decision to separate Indian Motorcycle (“the Business”) from its portfolio and into a

standalone business. The Company has entered into a definitive agreement to sell a majority stake in

Indian Motorcycle to Carolwood LP, an independent private equity firm founded in 2014 and

headquartered in Los Angeles, California. Indian Motorcycle contributed approximately $478 million, or

7.0%, of Polaris’ revenues for the trailing twelve-month period ended June 30, 2025.

 

Upon close, the transaction is expected to be accretive to Polaris’ annualized adjusted EBITDA by

approximately $50 million and to adjusted earnings per share (“EPS”) by approximately $1.00. The close

of the transaction is expected to occur in the first quarter of 2026, subject to the satisfaction or waiver

of customary closing conditions. Polaris is confident in Indian Motorcycle’s future success under

Carolwood ownership and will maintain a small equity position in the Business after the transaction

closes. Additional terms of the deal were not disclosed.

 

“Polaris and Indian Motorcycle both stand to benefit from this deal, which will enable each business to

move faster, deliver industry-leading innovation, and lean further into our respective market strengths,”

said Polaris Chief Executive Officer Mike Speetzen. “For Polaris, the sale will further strengthen our focus

on the areas of our portfolio that offer the strongest growth potential and allow us to accelerate

investments in key initiatives and create wins with customers and dealers. It also will unlock greater

long-term value for Polaris and our shareholders, with immediate value creation that we expect will

become increasingly meaningful over time.”

 

Speetzen continued, “Under Polaris’ ownership and investment, Indian Motorcycle has been re-

established as a celebrated brand and major player in the global motorcycle market. With its current

product portfolio, global dealer network, category expertise and manufacturing resources, the Business

is well positioned to succeed as a standalone company with a dedicated focus on its industry. We were

highly intentional and selective in our search and planning efforts for Indian Motorcycle’s next chapter

of growth. In Carolwood, Indian Motorcycle has a partner that believes in building on the Business’

current momentum and supporting its next stage of success. We are confident and committed to

making this a seamless transition for Indian Motorcycle dealers, customers and employees.”

 

“Indian Motorcycle is an iconic brand built on American heritage, craftsmanship, and most importantly,

a community of riders,” said Andrew Shanfeld, Principal at Carolwood. “We’re honored to help usher in

its next chapter as an independent company and to support its continued growth as a symbol of

performance and pride. At Carolwood, we target iconic brands that we can passionately impact. Indian

Motorcycle allows us to do just that.”

 

Future Indian Motorcycle Leadership

Carolwood has selected Mike Kennedy to serve as CEO of the new independent Indian Motorcycle

organization once the deal closes. A more than 30-year motorcycle industry veteran, Kennedy has a

proven track record as a leader in and around the motorcycle industry. He previously served as CEO of

RumbleOn, the nation’s largest powersports dealership group; CEO and President of Vance & Hines, a

leading manufacturer of high-performance aftermarket motorcycle exhaust systems and accessories;

and spent 26 years at Harley-Davidson in various leadership roles.

 

Adam Rubin, Principal at Carolwood, said, “Indian Motorcycle has defined American motorcycling for

over a century, and Carolwood’s role is to ensure that legacy thrives for the next hundred years. Mike

Kennedy brings over 30 years of experience leading iconic motorcycle and performance brands and will

play a critical role in stewarding Indian Motorcycle’s growth. At Carolwood, we’re deeply committed to

preserving what makes Indian Motorcycle special, supporting its growth, and empowering the team to

write its next great chapter.”

 

Continuity for Indian Motorcycle

As a part of the deal, approximately 900 employees will transition as a part of the new Indian

Motorcycle Company. Indian Motorcycle will retain the majority of its team, including engineers,

designers and staff, along with manufacturing resources. Manufacturing facilities in Spirit Lake, Iowa,

and Monticello, Minn., as well as the industrial design and technology center in Burgdorf, Switzerland,

will transition to the new standalone motorcycle company as a part of the deal.

Indian Motorcycle will continue to provide sales, service, and support for dealers and customers

throughout this transition. After the sale is finalized, Indian Motorcycle will operate independently of

Polaris and continue selling motorcycles and parts, garments and accessories (PG&A) and providing

service through its global Indian Motorcycle dealer network.

 

Polaris Leadership Update

Until the transaction closes, Polaris President of On Road and International Mike Dougherty will

continue to lead the On Road and International businesses, including Indian Motorcycle, at Polaris. Over

the next several months, he will help shepherd Indian Motorcycle in its transition to becoming a

standalone company. Dougherty, with a distinguished nearly 28-year career with Polaris, has announced

his intent to retire upon the closing of the transaction.

 

“During his tenure with Polaris, Mike’s passionate leadership is responsible for countless contributions.

As a result of his tenacity and guidance, Mike shaped our international business into what it is today,

scaling it over the last 25 years and establishing a direct presence in more than fifteen countries. He has

expanded our business outside of North America, growing revenue from under $100 million in 2000 to

more than $1 billion today, as well as strengthened our On Road businesses within their respective

markets, including Indian Motorcycle achieving the No. 1 market share position in the United States for

mid-size cruisers last year,” said Speetzen. “More than that, Mike is known for the teams he builds, the

talent he cultivates and the culture he fosters, and I want to thank Mike for his dedication to Polaris all

these years. We wish him the very best in his future retirement.”

 

Preliminary View of Polaris Third Quarter Earnings Results

The Company is scheduled to publish its third quarter 2025 results on Tuesday, October 28, 2025. At

that time, management will provide additional details regarding today’s announced transaction and

quarterly performance.

 

Commenting on preliminary Third Quarter results, Speetzen said: “As we prepare to report our third

quarter results, we’re encouraged by improving retail trends with ORV ex-Youth up low double digits

and continued strong share gains in ORV. Based on preliminary data, we expect third quarter sales to be

at the high end of our previously issued guidance range of $1.6 billion to $1.8 billion. We anticipate third

quarter adjusted EPS to be in the range of $0.31 to $0.41, which is meaningfully higher than our original

expectations, driven by higher-than-expected shipments, strong cost management and ongoing progress

within our operational efficiency initiatives.”

 

Polaris’ estimates for the three months ended September 30, 2025 are preliminary and represent the

most current information available to its management. Polaris’ actual results may differ from the

preliminary estimates due to the completion of its financial closing procedures, final adjustments and

other developments that may arise between the date of this press release and the time that financial

results for the three months ended September 30, 2025 are finalized.

 

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison

LLP is serving as legal advisor to Polaris.

Sheppard, Mullin, Richter & Hampton LLP is serving as legal advisor to Carolwood LP. Carolwood is also

being advised by RSM, Alliant, and Finnea Group.

 

Non-GAAP Financial Measures

This press release contains adjusted earnings per share (“Adjusted EPS”), which is a non-GAAP measure,

as a measure of our operating performance. Management believes this measure may be useful in

performing meaningful comparisons of past and present operating results, and to understand the

performance of its ongoing operations and how management views the business.

 

The Company has not provided a reconciliation of preliminary results for adjusted earnings per share, in

reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. The

Company is unable, without unreasonable efforts, to finalize certain items required to develop

meaningful comparable GAAP financial measures.

 

Note Regarding Forward-Looking Statements

This press release contains not only historical information, but also “forward-looking statements”

intended to qualify for the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

These “forward-looking statements” can generally be identified as such because the context of the

statement will include words such as we or our management “believe,” “anticipate,” “expect,”

“estimate” or words of similar import. Our statements relating to our preliminary Third Quarter results

and other statements that describe our future plans, objectives or goals, such as the benefits of the

potential separation of Indian Motorcycle from our portfolio (including the expected impact on margins

and adjusted EPS), the expected timing for the completion of the separation, future cash flows and

capital requirements, operational initiatives are forward-looking statements that involve certain risks

and uncertainties that could cause actual results to differ materially from those forward-looking

statements. Forward-looking statements may also be made from time to time in oral presentations,

including telephone conferences and/or webcasts open to the public.

 

Potential risks and uncertainties include such factors as the Company’s ability to complete the proposed

separation of Indian Motorcycle in a successful and timely basis or at all; the Company’s ability to derive

the expected benefits from the separation including the separation being accretive, within the expected

timeline or at all; the Company’s ability to successfully implement its manufacturing operations strategy

and supply chain initiatives; the Company’s ability to successfully source necessary parts and materials

on a timely basis; the ability of the Company to manufacture and deliver products to dealers to meet

demand, including as a result of supply chain disruptions; the Company’s ability to identify and meet

optimal dealer inventory levels; the Company’s ability to accurately forecast and sustain consumer

demand; the Company’s ability to mitigate increasing input costs through pricing or other measures;

product offerings, promotional activities and pricing strategies by competitors that may make our

products less attractive to consumers; the Company’s ability to strategically invest in innovation and

new products, including as compared to our competitors; economic conditions that impact consumer

spending or consumer credit, including recessionary conditions and changes in interest rates;

disruptions in manufacturing facilities; product recalls and/or warranty expenses; product rework costs;

impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency

exchange rate fluctuations; environmental and product safety regulatory activity; effects of weather on

the Company’s supply chain, manufacturing operations and consumer demand; commodity costs;

freight and tariff costs (tariff relief or ability to mitigate tariffs, particularly in light of policies of the

current presidential administration and retaliatory actions in response thereto); changes to international

trade policies and agreements; uninsured product liability and class action claims (including claims

seeking punitive damages) and other litigation expenses incurred due to the nature of our business;

uncertainty in the consumer retail and wholesale credit markets; performance of affiliate partners;

changes in tax policy; relationships with dealers and suppliers; and the general global economic, social

and political environment. The risks and uncertainties discussed in this press release are not exclusive

and other factors that we may consider immaterial or do not anticipate may emerge as significant risks

and uncertainties. Any forward-looking statements made in this press release or otherwise speak only as

of the date of such statement, and we undertake no obligation to update such statements to reflect

actual results or changes in factors or assumptions affecting such forward-looking statements. We

advise you, however, to consult any further disclosures made on related subjects in future Annual

Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are filed

with or furnished to the Securities and Exchange Commission.

 

ABOUT POLARIS

As the global leader in powersports, Polaris Inc. (NYSE: PII) pioneers product breakthroughs and

enriching experiences and services that have invited people to discover the joy of being outdoors since

our founding in 1954. Polaris’ high-quality product line-up includes the RANGER, RZR and Polaris

XPEDITION and GENERAL side-by-side off-road vehicles; Sportsman all-terrain off-road vehicles; military

and commercial off-road vehicles; snowmobiles; Indian Motorcycle mid-size and heavyweight

motorcycles; Slingshot moto-roadsters; Aixam quadricycles; Goupil electric vehicles; and pontoon and

deck boats, including industry-leading Bennington pontoons. Polaris enhances the riding experience

with a robust portfolio of parts, garments, and accessories. Headquartered in Minnesota, Polaris serves

nearly 100 countries across the globe. www.polaris.com

 

ABOUT CAROLWOOD LP

Carolwood is an independent, multi-strategy private equity firm based in Los Angeles. Founded in 2014,

the firm’s objective is to acquire a diverse portfolio of assets with significant repositioning potential and

long-term growth opportunities. The firm has specifically designed its systems and infrastructure to

support scaled, heavily entangled corporate subsidiaries as they transition into standalone companies.

Carolwood is committed to enhancing the value of the companies and communities in which it invests.