Harley-Davidson (NYSE: HOG) CHRO exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Harley-Davidson, Inc.’s Chief Human Resources Officer, Tori Termaat, reported multiple stock transactions in early February 2026. Termaat exercised restricted stock units into 1,515, 3,143, and 1,074 shares of common stock on February 5, 6, and 9, 2026 at an exercise price of $0 per share.

To cover related tax obligations, shares were withheld at prices of $20.51, $20.01, and $20.49 per share. After these transactions, Termaat directly owned 15,462 Harley-Davidson common shares and held an additional 38.3377 shares indirectly through a 401(k) plan.

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)
02/05/2026

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

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								38.3377(1)	I	By 401(k)
Common Stock	02/05/2026		M		1,515	A	$0	14,244	D
Common Stock	02/05/2026		F		793	D	$20.51	13,451	D
Common Stock	02/06/2026		M		3,143	A	$0	16,594	D
Common Stock	02/06/2026		F		1,644	D	$20.01	14,950	D
Common Stock	02/09/2026		M		1,074	A	$0	16,024	D
Common Stock	02/09/2026		F		562	D	$20.49	15,462	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
Restricted Stock Units	$0	02/05/2026		M			1,515	02/05/2025	02/05/2027	Common Stock	1,515	$0	1,516	D
Restricted Stock Units	$0	02/06/2026		M			3,143	02/06/2026(2)	02/06/2028(2)	Common Stock	3,143	$0	6,289	D
Restricted Stock Units	$0	02/09/2026		M			1,074	02/09/2024(2)	02/09/2026(2)	Common Stock	1,074	$0	0	D

Explanation of Responses:

1. Balance reflects the most current data available with regard to holdings in the 401(k) Plan.

2. Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

Remarks:

	/s/ Paul J. Krause, as Power of Attorney	02/09/2026
	** 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 activity did Harley-Davidson (HOG) report for Tori Termaat?

Tori Termaat, Harley-Davidson’s Chief Human Resources Officer, exercised multiple restricted stock unit awards and received common shares. Some of these shares were withheld to satisfy tax obligations, as shown by code F transactions at prices around $20 per share.

How many Harley-Davidson (HOG) shares did Tori Termaat acquire from RSUs?

Tori Termaat acquired 1,515, 3,143, and 1,074 Harley-Davidson common shares via restricted stock unit exercises. Each restricted stock unit converted into one share of stock upon vesting, with an exercise price of $0 per share for these transactions.

How were taxes handled on Tori Termaat’s Harley-Davidson (HOG) stock transactions?

Taxes were covered through share withholding transactions marked with code F. A total of 793, 1,644, and 562 shares were withheld at prices of $20.51, $20.01, and $20.49 per share to satisfy tax obligations on the RSU vesting.

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

Following the reported transactions, Tori Termaat directly owned 15,462 Harley-Davidson common shares. In addition, Termaat held 38.3377 shares indirectly through a 401(k) plan, reflecting the latest available balance reported for that retirement account.

What do the restricted stock units in the Harley-Davidson (HOG) filing represent?

Each restricted stock unit represents a contingent right to receive one Harley-Davidson share. One-third of the units vest on each of the first three anniversaries of the grant date, and the units remain subject to forfeiture until they have fully vested.

Over what period did Harley-Davidson (HOG) report these insider transactions?

The insider transactions were reported for February 5, 6, and 9, 2026. Across these three days, restricted stock units vested into common shares, and a portion of those shares was withheld at stated prices to cover associated tax liabilities.