Harley-Davidson (HOG) CLO granted shares, with tax withholding in stock

Rhea-AI Filing Summary

HARLEY-DAVIDSON, INC. Chief Legal Officer Paul J. Krause reported equity award activity in company stock. On February 17, 2026, he acquired 3,757 shares of common stock at no cost as a grant/award, representing settlement of performance shares issued to him. On the same date, 1,766 shares were disposed of at $20.42 per share to cover tax withholding obligations rather than an open-market sale. After these transactions, he directly owned 31,576 common shares, and indirectly held 592.8987 shares 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^*

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)
02/17/2026

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	02/17/2026		A		3,757(1)	A	$0	33,342	D
Common Stock	02/17/2026		F		1,766	D	$20.42	31,576	D
Common Stock								592.8987(2)	I	By 401(k)

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.

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

Remarks:

	/s/ Paul J. Krause, as Power of Attorney	02/19/2026
	** 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 did HOG Chief Legal Officer Paul Krause report in this Form 4?

Paul Krause reported a stock award and related tax withholding. He received 3,757 Harley-Davidson common shares as a grant and 1,766 shares were withheld and disposed at $20.42 per share to satisfy tax obligations, not as an open-market sale.

How many Harley-Davidson (HOG) shares did Paul Krause acquire?

He acquired 3,757 Harley-Davidson common shares as a grant. The filing notes this represents settlement of performance shares issued to him, meaning previously awarded performance-based units were converted into actual shares and delivered without a cash purchase.

Why were 1,766 HOG shares disposed of in Paul Krause’s filing?

1,766 shares were disposed of to cover tax liabilities. The transaction used code “F,” which indicates payment of taxes by delivering securities, so these shares were withheld at $20.42 per share rather than sold in an open-market transaction.

What is Paul Krause’s Harley-Davidson share ownership after these transactions?

After these transactions, Paul Krause directly owned 31,576 Harley-Davidson common shares. He also indirectly held 592.8987 additional shares through a 401(k) plan account, according to the most current data available for that retirement plan holding.

How are 401(k) plan shares of HOG reported for Paul Krause?

401(k) plan shares are reported as indirect ownership. The filing shows 592.8987 shares held “By 401(k),” and a footnote explains this balance reflects the most current data available regarding his holdings in the company’s 401(k) plan.