Harley-Davidson (HOG) HR chief receives share grant and withholds stock for taxes

Rhea-AI Filing Summary

Harley-Davidson, Inc. reported that Chief Human Resources Officer Tori Termaat acquired 2,538 shares of common stock on a grant or award basis on February 13, 2026, reflecting settlement of performance shares. On the same date, 1,239 shares were disposed of at $20.42 per share to satisfy tax withholding, leaving 16,761 shares owned directly.

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

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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^*

Termaat Tori

(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)
	Chief Human Resources Officer

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		2,538(1)	A	$0	18,000	D
Common Stock	02/13/2026		F		1,239	D	$20.42	16,761	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.
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FAQ

What insider transactions did Harley-Davidson (HOG) report for Tori Termaat?

Harley-Davidson reported that Chief Human Resources Officer Tori Termaat received a grant of 2,538 common shares on February 13, 2026, from the settlement of performance shares, and 1,239 shares were disposed of the same day to cover tax withholding obligations at $20.42 per share.

How many Harley-Davidson (HOG) shares did Tori Termaat acquire in the latest Form 4/A?

Tori Termaat acquired 2,538 shares of Harley-Davidson common stock on February 13, 2026, as a grant or award related to settling performance shares, increasing her direct ownership before subsequent tax-related share withholding reported in the same filing.

Why were some Harley-Davidson (HOG) shares disposed of in Tori Termaat’s Form 4/A?

The filing shows 1,239 Harley-Davidson shares were disposed of on February 13, 2026, at $20.42 per share to satisfy tax withholding obligations tied to the performance share settlement, rather than as an open-market sale by Tori Termaat.

What is Tori Termaat’s Harley-Davidson (HOG) share ownership after these transactions?

After the reported Form 4/A transactions on February 13, 2026, Tori Termaat directly owned 16,761 shares of Harley-Davidson common stock, reflecting both the performance share grant and the tax-withholding share disposition disclosed in the filing.

What do the performance shares in Harley-Davidson (HOG) Tori Termaat filing represent?

The footnote explains that the 2,538-share grant represents the settlement of performance shares issued to Tori Termaat. This means previously awarded performance-based units converted into actual Harley-Davidson common shares on February 13, 2026.