Harley-Davidson (NYSE: HOG) CLO reports RSU vesting and tax share disposals

Rhea-AI Filing Summary

Harley-Davidson, Inc. insider activity: Chief Legal Officer Paul J. Krause reported multiple restricted stock unit (RSU) vestings and related stock transactions on February 5, 6, and 9, 2026.

RSUs covering 2,243, 4,802, and 1,590 shares of common stock were converted at an exercise price of $0 per share (coded “M”), reflecting previously granted equity awards that became deliverable.

To satisfy tax withholding obligations, the filing shows share disposals coded “F”: 1,174 shares at $20.51 on February 5, 2,435 shares at $20.01 on February 6, and 748 shares at $20.49 on February 9, 2026.

After these transactions, Krause directly owned 29,585 shares of Harley-Davidson common stock and indirectly held 592.7931 shares through a 401(k) plan, according to the most current plan data provided.

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^*

Krause Paul J

(Last) (First) (Middle)

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 Legal 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								592.7931(1)	I	By 401(k)
Common Stock	02/05/2026		M		2,243	A	$0	27,550	D
Common Stock	02/05/2026		F		1,174	D	$20.51	26,376	D
Common Stock	02/06/2026		M		4,802	A	$0	31,178	D
Common Stock	02/06/2026		F		2,435	D	$20.01	28,743	D
Common Stock	02/09/2026		M		1,590	A	$0	30,333	D
Common Stock	02/09/2026		F		748	D	$20.49	29,585	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			2,243	02/05/2025(2)	02/05/2027(2)	Common Stock	2,243	$0	2,244	D
Restricted Stock Units	$0	02/06/2026		M			4,802	02/06/2026(2)	02/06/2028(2)	Common Stock	4,802	$0	9,607	D
Restricted Stock Units	$0	02/09/2026		M			1,590	02/09/2024(2)	02/09/2026(2)	Common Stock	1,590	$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).
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FAQ

What insider transactions did Harley-Davidson (HOG) report for Paul J. Krause in February 2026?

Harley-Davidson’s Chief Legal Officer Paul J. Krause reported RSU vesting and related stock transactions on February 5, 6, and 9, 2026. RSUs converted into common shares, and some shares were disposed of to cover tax withholding obligations, all detailed in the Form 4 tables.

How many Harley-Davidson (HOG) RSUs vested for Paul J. Krause in this Form 4?

RSUs covering 2,243, 4,802, and 1,590 shares of Harley-Davidson common stock vested or were converted in transactions coded “M”. Each restricted stock unit represents a contingent right to receive one share, vesting in one-third increments over three years, subject to forfeiture until vested.

What do the transaction codes M and F mean in the Harley-Davidson (HOG) Form 4?

In this Form 4, code “M” records the conversion of restricted stock units into common shares at a $0 exercise price. Code “F” records shares withheld or disposed of to satisfy tax withholding obligations tied to those equity awards, with specific share counts and prices listed for each date.

How many Harley-Davidson (HOG) shares does Paul J. Krause own after these transactions?

Following the reported February 2026 transactions, Paul J. Krause directly owned 29,585 shares of Harley-Davidson common stock. He also had an indirect holding of 592.7931 shares through a 401(k) plan, based on the most current plan balance information disclosed in the filing.

Were Harley-Davidson (HOG) shares sold by Paul J. Krause on the open market?

The Form 4 identifies disposals coded “F” totaling 1,174, 2,435, and 748 shares at prices of $20.51, $20.01, and $20.49. Code “F” indicates these disposals were to satisfy tax withholding obligations associated with the RSU vesting events, rather than discretionary open-market sales.

How are Harley-Davidson (HOG) RSUs structured for Paul J. Krause in this filing?

Each restricted stock unit equals one share of Harley-Davidson stock. One-third of the units granted vest on each of the first three anniversaries of the grant date. According to the disclosure, the units remain subject to forfeiture until they have vested under these terms.