HARLEY-DAVIDSON, INC.

4. Capital Stock and Earnings Per Share

Capital Stock– The Company is authorized to issue 2,000,000 shares of preferred stock of $1.00 par value, none of which is outstanding. The Company's common stock has a par value of $0.01 per share. Share information regarding the Company's common stock at December 31, was as follows:

On November 5, 2025, the Company entered into an accelerated share repurchase agreement (ASR) with Goldman Sachs & Co. LLC (Goldman) to repurchase an aggregate of $200 million of the Company’s shares of common stock. Under the ASR, the Company paid $200 million to Goldman and received an initial delivery of 6,291,781 shares of the Company's common stock on November 6, 2025, representing 80% of the payment amount divided by the Company's closing share price on November 5, 2025.

On February 13, 2026, Goldman settled the ASR by delivering 3,147,971 shares of the Company's common stock, resulting in a total delivery of 9,439,752 shares under the $200 million ASR, with the initial delivery treated as shares repurchased in 2025 and the remaining shares treated as shares repurchased in 2026. The total number of shares purchased by the Company pursuant to the ASR was based on the volume-weighted average price of the Company's common stock, less a discount, during the repurchase period. The amount delivered on February 13, 2026 represents the difference between the initially delivered shares and the total number of shares purchased.

Discretionary share repurchases, including shares repurchased pursuant to the ASR, were $347.5 million or 13.1 million shares, $450.0 million or 12.5 million shares and $350.0 million or 10.2 million shares during the years ended December 31, 2025, 2024 and 2023, respectively. Share repurchases of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units (RSUs) and performance shares were $5.8 million or 0.2 million shares, $9.8 million or 0.3 million shares, and $14.0 million or 0.3 million shares during the years ended December 31, 2025, 2024 and 2023, respectively, as discussed further in Note 16.

The Company paid cash dividends of $0.72, $0.69, and $0.66 per share during the years ended December 31, 2025, 2024, and 2023, respectively.

Earnings Per Share– The computation of basic and diluted earnings per share for the years ended December 31, was as follows (in thousands except per share amounts):

(a)Represents HDFS earnings held by non-controlling interest holders which was adjusted to arrive at net income attributable to Harley-Davidson, Inc. on a dilutive basis as the dilutive earnings per share calculation assumes the securities held by non-controlling interest holders that can be exchanged for Harley-Davidson, Inc. shares were exchanged for Harley-Davidson, Inc. shares as of the time of issuance under U.S. GAAP.

The Company's dilutive securities relate to its employee stock compensation plan as well as securities representing a 9.8% non-controlling interest in the HDFS business that can be exchanged for Harley-Davidson, Inc. common stock. The dilutive securities related to the HDFS non-controlling interests can be exchanged for Harley-Davidson common stock based on the 30-day volume weighted average price of the Company's common stock and a multiple of approximately 1.75 x HDFS post-transaction equity carrying value. The non-controlling interest holders may exchange their interests beginning in the fourth quarter of 2032 or in the event of a change of control of Harley-Davidson, Inc. The number of shares received by the non-controlling interest holders cannot exceed 4.9% of the Company's outstanding common stock. Starting in the fourth quarter of 2028, the Company has the right to repurchase the counterparties' ownership interests in HDFS using cash that would otherwise be available to the Company in the form of a dividend from HDFS; however, the Company may not purchase any more than one-third of the counterparties' HDFS ownership in an individual year.

Shares of common stock related to share-based compensation that were not included in the effect of dilutive securities because the effect would have been anti-dilutive include 1.8 million,0.8 million and 1.0 million shares during 2025, 2024 and 2023, respectively.