Harley-Davidson (NYSE: HOG) CFO granted shares; some withheld for taxes

Rhea-AI Filing Summary

Harley-Davidson, Inc. executive Jonathan R. Root, the CFO and CCO, reported equity compensation activity in company common stock. He received 2,800 shares at $0.00 per share as a grant described as settlement of performance shares.

To cover related tax obligations, 821 shares were disposed of at $20.42 per share through a tax-withholding transaction rather than an open-market sale. After these entries, Root directly holds 34,062 common shares and indirectly holds 14,947.5445 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^*

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)
02/17/2026

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		2,800(1)	A	$0	34,883	D
Common Stock	02/17/2026		F		821	D	$20.42	34,062	D
Common Stock								14,947.5445(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 Harley-Davidson (HOG) CFO Jonathan Root report in this Form 4?

Harley-Davidson CFO Jonathan R. Root reported an equity award and a tax-withholding share disposition. He was granted 2,800 common shares at no cost, with 821 shares withheld at $20.42 to satisfy tax obligations related to the performance share settlement.

How many Harley-Davidson shares was the HOG CFO granted?

Jonathan Root received 2,800 shares of Harley-Davidson common stock at $0.00 per share. The filing explains this represents settlement of performance shares, effectively converting prior performance-based awards into actual common stock held in his direct ownership.

Why were some Harley-Davidson (HOG) shares disposed of in this filing?

The filing shows 821 Harley-Davidson common shares were disposed of at $20.42 per share to cover tax liabilities. This tax-withholding disposition reflects payment of taxes tied to the performance share settlement, not an open-market sale initiated for investment reasons.

What is Jonathan Root’s Harley-Davidson share ownership after these transactions?

After the reported transactions, Jonathan Root directly owns 34,062 Harley-Davidson common shares. He also has an indirect position of 14,947.5445 shares held through a 401(k) plan, based on the most current data available for that retirement account balance.

How are Harley-Davidson (HOG) 401(k) holdings treated in this Form 4?

The Form 4 lists an indirect holding of 14,947.5445 Harley-Davidson shares in a 401(k) plan. A footnote clarifies the balance reflects the most current data available for the plan, indicating this figure is an updated holding amount rather than a new transaction.