Harley-Davidson Director Receives Shares and Deferred Units Under Director Plan

Rhea-AI Filing Summary

Daniel J. Nova, a director of Harley-Davidson, Inc. (HOG), received equity awards on 09/24/2025 under the companys Director Stock Plan. The Form 4 shows a non-derivative acquisition of 2,863 shares of Common Stock at a $0 price and derivative-style share units totaling 5,032 share units 2,863 direct shares and 5,032 direct share units. The filing was signed by Paul J. Krause as power of attorney on 09/26/2025.

Positive

• Alignment of interests: Grants under the Director Stock Plan tie the directors compensation to shareholder value via shares and share units.
• Deferral/vesting: Share units are payable after one year or upon earlier termination, supporting retention and alignment.
• Transparent disclosure: Transaction details, amounts, and the plan source are explicitly reported on Form 4.

Negative

• None.

Insights

Financial Analyst

TL;DR Director received routine equity compensation: stock plus deferred share units, modest in size relative to large-cap peers, neutral on near-term financials.

The award comprises 2,863 immediate shares and 5,032 share units payable after one year or upon earlier termination of service. This is consistent with standard director compensation aligning board incentives with shareholder interests. There is no cash paid for the grant

Corporate Governance Expert

TL;DR Governance-normal: award granted under the Director Stock Plan with standard one-year deferral, aligning director and shareholder interests.

The Form 4 explicitly cites the Harley-Davidson Director Stock Plan and describes share units that convert 1-for-1 to common stock on a one-year schedule or upon termination of service. This structure is a common retention and alignment mechanism for non-employee directors. The filing shows direct ownership and a clean disclosure with signature by an authorized power of attorney, indicating routine compliance with Section 16 reporting obligations.

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).

1. Name and Address of Reporting Person^*

NOVA DANIEL J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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	09/24/2025		A(1)		2,863	A	$0	2,863	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
Share Units(1)	(2)	09/24/2025		A(1)		5,032		(3)	(3)	Common Stock	5,032	$0	5,032	D

Explanation of Responses:

1. Granted pursuant to the Harley-Davidson, Inc. Director Stock Plan, as amended

2. 1-for-1

3. Each Stock Unit is the equivalent of one share of common stock. The shares are payable on the one year anniversary of the grant date or upon the earlier termination of service as a director.

Remarks:

	/s/ Paul J. Krause, as Power of Attorney	09/26/2025
	** 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 director Daniel J. Nova acquire on 09/24/2025?

He acquired 2,863 shares of Common Stock and was granted 5,032 share units under the Director Stock Plan.

Were any shares purchased for cash in this Form 4 filing (HOG)?

No. The reported price for both the shares and the share units is $0, indicating these were compensation grants.

When do the granted share units convert to stock for Daniel J. Nova?

Each share unit is equivalent to one share and is payable on the one-year anniversary of the grant date or upon earlier termination of director service.

How much beneficial ownership did the reporting person have after the transaction?

The Form 4 reports 2,863 direct shares and 5,032 direct share units following the reported transactions.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Paul J. Krause as power of attorney on 09/26/2025.