HARLEY-DAVIDSON, INC.

Current report

•The Company may not be able to successfully execute its short-term and long-term business plan and strategies. There is no assurance that the Company will be able to execute its business plans and strategies, including the Company's recently announced Back to the Bricks strategic plan. The Company's ability to meet the strategic priorities of its new strategic plan depends upon, among other factors, the Company's ability to: (i) develop and introduce products, including motorcycle models, parts and accessories, and apparel, on a timely basis that the market accepts, that enable the Company to generate desired sales levels and that provide the desired financial returns, (ii) successfully carry out its global manufacturing and assembly operations, (iii) effectively implement changes relating to its dealers and related programs, (iv) accurately analyze, predict, and react to changing market conditions, (v) perform in a manner that enables the Company to benefit from market opportunities while competing against existing and new competitors, and (vi) avoid adverse impacts to its operations and/or demand for its products that may result due to the ongoing geopolitical conflicts and tensions that have led to the implementation of tariffs and additional trade restrictions.

Current report

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.

Current report

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 represented the difference between the initially delivered shares and the total number of shares purchased.

Current report

(a)ASR settlement on February 13, 2026 as described above.

Current report

On February 17, 2026, Jonathan Root, Chief Financial Officer and Chief Commercial Officer, adopted a written plan for the sale of Harley-Davidson, Inc. common stock that Mr. Root intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Root's written plan provides for the sale of up to 9,329 shares of Harley-Davidson, Inc. common stock in the aggregate. This written plan is scheduled to expire on the earlier of: (1)October 30, 2026; or (2) the date on which an aggregate of 9,329 shares of Harley-Davidson, Inc. common stock have been sold.

Previous report

•Changes in national policy, governmental actions related to tariffs or international trade agreements, as well as shifts in social, political, regulatory, and economic conditions or laws and policies governing foreign trade, manufacturing, development, and investment in the regions where the Company operates, can significantly impact the Company's business. Such changes could lead to negative sentiments towards the Company, potentially depress economic activity or restrict access to suppliers or customers, and thereby have a material adverse effect on the Company's business, results of operations and outlook. In January 2025, the global tariff landscape began to quickly change with the U.S. implementing tariffs on goods from various foreign countries, either generally or with respect to certain products, and certain of those foreign countries implementing rebalancing tariffs on goods from the U.S., either generally or with respect to certain products. In certain circumstances the U.S. and certain foreign countries temporarily suspended tariffs they had recently implemented, either in whole or in part. Since then, the U.S. has continued to impose tariffs on imported goods, and affected countries have responded by imposing tariffs on U.S. goods. In April 2025, the U.S. announced a baseline tariff of 10% on goods from all countries and instituted additional individualized reciprocal tariffs for countries with which the U.S. has significant trade deficits. The U.S. continues to implement new, reinstated or adjusted tariffs, and the Company expects that it will continue with this practice. Foreign countries subject to these U.S. tariffs continue to implement new, reinstated or adjusted rebalancing tariffs, and the Company expects that foreign countries will continue with that practice. For example, in February 2025, additional tariffs were imposed on imports from China and China responded with retaliatory tariffs on U.S. goods. The U.S. and foreign countries may also amend, suspend or withdraw their respective recently-enacted tariffs at any time. If the recently-enacted tariffs are not amended, suspended or withdrawn, it is likely to negatively impact the Company’s ability to sell products domestically and internationally at or near current prices as tariffs impact the cost of raw materials, components and motorcycles.

Previous report

For example, in 2018 the U.S. implemented tariffs on steel and aluminum imports into the U.S. from the EU and in response, the EU implemented incremental rebalancing tariffs of 25% on certain products imported into the EU, including non-electric motorcycles. In April 2021, the 2018 incremental rebalancing tariffs of 25% started to apply, resulting in a 31% duty on the Company’s motorcycles imported into the EU from its manufacturing facilities in the U.S. and Thailand. The 2018 incremental rebalancing tariffs of 25% were suspended in October 2021 pending negotiations between the U.S. and EU and further suspended on August 5, 2025 for six months. The EU continues to review this suspension as developments in trade relations with the U.S. progress. The Company cannot predict the outcome of these developments or their impact on the rebalancing tariffs or new tariffs.

Previous report

The U.S. tariffs and rebalancing tariffs that were recently enacted or that may be enacted have contributed to uncertainty about current global economic conditions. In addition to impacting the cost of motorcycles, sustained uncertainty could increase the cost of components and materials used to make the Company’s motorcycles and other products and result in a global economic slowdown and long-term changes to global trade. Higher production costs could make the Company’s motorcycles and other products less affordable for consumers, both in the U.S. and in foreign countries, and negatively impact consumer demand.

Previous report

•The Company’s operations are dependent upon attracting and retaining skilled employees, including skilled labor, executive officers and other senior leaders. The Company’s future success depends on its continuing ability to: (i) identify, hire, develop, motivate, retain and promote skilled personnel for all areas of its organization, (ii) effectively execute reorganization actions within expected costs and realize the expected benefits of those actions and (iii) attract qualified and experienced independent directors for its Board of Directors. The Company is highly dependent on its senior management, other key personnel, and its Board. The loss of key personnel or independent directors could adversely affect the Company’s operations and profitability. Any perceived uncertainties regarding the Company's future direction and control, its ability to execute its strategy, or alterations to the composition of its Board or senior management team could create a perception of instability or a shift in business direction, affecting the Company’s ability to attract or retain qualified personnel or independent directors. Further, the Company’s current and future total compensation arrangements, which include benefits and incentive awards, may not be successful in attracting new employees and retaining and motivating the Company’s existing employees. In addition, the Company must cultivate and sustain a work environment where employees are engaged and energized in their jobs to maximize their performance, and the Company must effectively execute reorganization actions. If the Company does not succeed in attracting new personnel, retaining existing personnel, implementing effective succession plans and motivating and engaging personnel, including executive officers, the Company may be unable to develop and distribute products and services and effectively execute its plans and strategies.

Current report — wording carried from elsewhere

336,073 shares of common stock that employees presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock units and performance shares.