Harley-Davidson (HOG) CFO Jonathan Root converts RSUs and sells stock in February 2026

Rhea-AI Filing Summary

Harley-Davidson, Inc. CFO and CCO Jonathan R. Root reported multiple stock transactions in early February 2026. On February 5, 2026, 3,168 restricted stock units converted into common stock at $0 per share, and 1,097 common shares were disposed of at $20.51 per share.

On February 6, 2026, another 9,980 restricted stock units converted to common stock at $0, followed by the disposition of 3,000 common shares at $20.01 per share. On February 9, 2026, 1,186 restricted stock units converted, and 348 common shares were disposed of at $20.49 per share.

After these transactions, Root directly held 32,083 common shares and indirectly held 14,944.8804 shares through a 401(k) plan, based on the most current plan data. Each restricted stock unit represents a contingent right to one share and vests in three annual installments, subject to forfeiture until vested.

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^*

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)
02/05/2026

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								14,944.8804(1)	I	By 401(k)
Common Stock	02/05/2026		M		3,168	A	$0	25,362	D
Common Stock	02/05/2026		F		1,097	D	$20.51	24,265	D
Common Stock	02/06/2026		M		9,980	A	$0	34,245	D
Common Stock	02/06/2026		F		3,000	D	$20.01	31,245	D
Common Stock	02/09/2026		M		1,186	A	$0	32,431	D
Common Stock	02/09/2026		F		348	D	$20.49	32,083	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			3,168	02/05/2025(2)	02/05/2027(2)	Common Stock	3,168	$0	3,169	D
Restricted Stock Units	$0	02/06/2026		M			9,980	02/06/2026(2)	02/06/2028(2)	Common Stock	9,980	$0	19,961	D
Restricted Stock Units	$0	02/09/2026		M			1,186	02/09/2024(2)	02/09/2026(2)	Common Stock	1,186	$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 did Harley-Davidson (HOG) CFO Jonathan Root report in this Form 4?

Harley-Davidson CFO Jonathan R. Root reported RSU conversions into common stock and related share dispositions in early February 2026. Several restricted stock units vested and became common shares, and some of those shares were then disposed of at prices around $20 per share.

How many Harley-Davidson (HOG) shares does the CFO hold after the reported transactions?

After the reported transactions, Jonathan R. Root directly held 32,083 Harley-Davidson common shares. He also indirectly held 14,944.8804 shares through a 401(k) plan, based on the most current plan data disclosed in the filing’s footnotes.

What restricted stock unit activity did Harley-Davidson (HOG) disclose for its CFO?

The filing shows restricted stock units converting into common stock on February 5, 6, and 9, 2026. Conversions involved 3,168, 9,980, and 1,186 units, each at $0 per share, reflecting vesting of previously granted equity awards into Harley-Davidson common stock.

At what prices were Harley-Davidson (HOG) shares disposed of in the CFO’s Form 4?

The Form 4 reports dispositions of common stock at $20.51, $20.01, and $20.49 per share. These involved 1,097, 3,000, and 348 shares, respectively, all occurring over several days in early February 2026, following RSU conversions.

How do Harley-Davidson (HOG) restricted stock units for the CFO vest?

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

What indirect Harley-Davidson (HOG) holdings does the CFO report?

Jonathan R. Root reports indirect ownership of 14,944.8804 Harley-Davidson shares through a 401(k) plan. A footnote explains that this balance reflects the most current data available regarding holdings in the company’s 401(k) plan, separate from his directly held common stock.