Harley-Davidson (HOG) CFO reports 2,800-share award and 821-share tax withholding

Rhea-AI Filing Summary

HARLEY-DAVIDSON, INC. executive Jonathan R. Root, the CFO and CCO, reported mixed equity compensation activity in company common stock. On February 13, 2026, he acquired 2,800 shares at a price of $0.00 per share as a grant or award, representing settlement of performance shares issued to him. On the same date, 821 shares were disposed of at $20.42 per share to satisfy tax obligations through share withholding rather than an open-market sale. After these transactions, Root directly owned 34,062 shares of Harley-Davidson common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Root Jonathan R

Role CFO and CCO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,800	$0.00	--
Tax Withholding	Common Stock	821	$20.42	$17K

Holdings After Transaction: Common Stock — 34,883 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Root Jonathan R

(Last) (First) (Middle)

HARLEY-DAVIDSON, INC.

3700 WEST JUNEAU AVENUE

(Street)

MILWAUKEE WI 53208

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HARLEY-DAVIDSON, INC. [ HOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and CCO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A		2,800(1)	A	$0	34,883	D
Common Stock	02/13/2026		F		821	D	$20.42	34,062	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents settlement of performance shares being issued to the reporting person.

Remarks:

This Form 4/A is being filed solely to correct the transaction date, which the original Form 4 filed on February 19, 2026, reported as February 17, 2026. This amendment corrects that error to reflect the correct transaction date, which was February 13, 2026.

	/s/ Paul J. Krause, as Power of Attorney	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Harley-Davidson (HOG) CFO Jonathan Root report?

Harley-Davidson CFO Jonathan R. Root reported a grant of 2,800 common shares and a related tax-withholding disposition of 821 shares. These transactions reflect equity compensation settlement and tax coverage, not open-market buying or selling activity by the executive.

Was the Harley-Davidson (HOG) CFO’s Form 4/A transaction an open-market stock purchase or sale?

The filing shows no open-market trades. Jonathan R. Root received 2,800 shares as a grant and had 821 shares withheld at $20.42 per share to cover tax obligations related to that equity award settlement.

How many Harley-Davidson (HOG) shares does CFO Jonathan Root own after this Form 4/A?

Following the reported Form 4/A transactions, Jonathan R. Root directly owns 34,062 shares of Harley-Davidson common stock. This figure reflects the 2,800-share performance award settlement and the 821 shares disposed for tax withholding on February 13, 2026.

What does the 2,800-share grant to Harley-Davidson (HOG) CFO represent?

The 2,800-share acquisition represents settlement of performance shares issued to Jonathan R. Root. According to the footnote, these are performance-based equity awards converting into Harley-Davidson common stock, granted at no cash cost to the executive.

Why were 821 Harley-Davidson (HOG) shares disposed of in the CFO’s Form 4/A?

The 821-share disposition was reported under code F, meaning shares were delivered to satisfy tax liabilities. Rather than selling stock in the market, a portion of the award was withheld at $20.42 per share to cover associated taxes.

Does the Harley-Davidson (HOG) Form 4/A for the CFO signal a major ownership change?

The Form 4/A reflects routine equity compensation activity for the CFO, with 2,800 shares granted and 821 withheld for taxes. Net, Jonathan R. Root’s direct holdings increased to 34,062 shares, a modest change rather than a large ownership shift.