DEF 14A of Harley-Davidson, Inc., Apr 9, 2026

DEF 14A of Harley-Davidson, Inc.

Filed Apr 9, 2026 · FY20250000793952-26-000022

Open on EDGAR

  1. 2026 DIRECTOR NOMINEE SNAPSHOT1

    2026 DIRECTOR NOMINEE SNAPSHOT1

  2. 2026 DIRECTOR NOMINEE SNAPSHOT1

    | Troy Alstead INDEPENDENT Chairman of the Board of Directors of Harley-Davidson, Inc. Founder & CEO of Ocean5 | | Lori Flees INDEPENDENT President and Chief Executive Officer of Valvoline Inc. | | Allan Golston INDEPENDENT President, US Program for the Gates Foundation | | | Former COO & CFO of Starbucks Corp. | | | | | | | Age: 63 Director Since: 2017 Other Current Public Directorships: 3 Board Committees: | | Age: 55 Director Since: 2025 Other Current Public Directorships: 1 Board Committees: | | Age: 59 Director Since: 2017 Other Current Public Directorships: 1 Board Committees: | | | Rafeh Masood INDEPENDENT Chief Growth and Digital Officer of Royal Caribbean Group | | Daniel J. Nova INDEPENDENT General Partner of Highland Capital Partners, LLC | | Matthew J. Reintjes INDEPENDENT President and Chief Executive Officer of YETI Holdings, Inc. | | | Age: 47 Director Since: 2022 Other Current Public Directorships: 0 Board Committees: | | Age: 64 Director Since: 2025 Other Current Public Directorships: 2 Board Committees: | | Age: 50 Director Since: 2025 Other Current Public Directorships: 1 Board Committees: | | | Artie Starrs President and Chief Executive Officer of Harley-Davidson, Inc. | | Maryrose Sylvester INDEPENDENT Former President and Chief Executive Officer of Current by GE | | | | | Age: 49 Director Since: 2025 Other Current Public Directorships: 1 | | Age: 60 Director Since: 2016 Other Current Public Directorships: 3 Board Committees: | | | |

  3. 2026 DIRECTOR NOMINEE SNAPSHOT1

    | KEY | | | | | Audit and Finance Committee | Human Resources Committee | Nominating and Corporate Governance Committee | Sustainability and Safety Committee |

  4. 2026 DIRECTOR NOMINEE SNAPSHOT1

    (1)James Duncan Farley, Jr., a Director since 2021, is not standing for re-election and will depart from the Board at the time of the Annual Meeting. Mr. Farley currently serves as a member of the Audit and Finance Committee and Nominating and Corporate Governance Committee. Effective at the commencement of the Annual Meeting, the size of the Board will decrease from nine Directors to eight Directors.

  5. 2026 DIRECTOR NOMINEE SNAPSHOT1

    | 12 | | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  6. 2026 DIRECTOR NOMINEE SNAPSHOT1

    | DIRECTOR NOMINEE DEMOGRAPHICS | | BOARD REFRESHMENT | | Avg. Age | Avg. Tenure | Board Changes in the Past 5 Years | | | | | | | | 5 | | | | New Independent Directors have been appointed to the Board since 2021 | | Diversity | Independence | 6 | | | | | | | | Independent Directors have left the Board since 2021 |

  7. 2026 DIRECTOR NOMINEE SNAPSHOT1

    | DIRECTOR NOMINEE SKILLS | | | | | | | | Strategic Leadership | | Finance/Accounting | | Branding and Consumer Marketing | | | | | | | | | | International Business | | Retail | | Technology / Digital / Cyber | | | | | | | | | | Public Company Leadership and/or Board Experience | | Manufacturing / Operations Management | | Engineered Product Development | | | | | | | |

  8. Our Director Nominees

    Our Director Nominees

  9. Our Director Nominees

    | | | | | | | Troy Alstead INDEPENDENT Chairman of the Board of Directors of Harley-Davidson, Inc. Founder & CEO of Ocean5 LLC Former COO & CFO of Starbucks Corp. | | | | | Age: | 63 | | | | Director Since: | February 2017 | | | | Committees: | Audit and Finance (Chair), Nominating and Corporate Governance | | | CAREER HIGHLIGHTS Harbor O5 LLC, developer and operator of a restaurant (Table 47) and social entertainment center (Ocean5) •Founder (since 2017) Starbucks Corporation (Nasdaq: SBUX), an American coffee company and coffeehouse chain •Chief Operating Officer (2014-2016) •Chief Financial Officer and Chief Administrative Officer (2008-2014) •Group President, Global Business Services (2013-2014) •Joined Starbucks in 1992 and served in a number of operational, general management and finance roles OTHER PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: •Levi Strauss & Co. (since 2012) •Array Technologies, Inc. (since 2020) •Heritage Distilling Holding Company (since 2024) Previous Public Company Boards (Past Five Years): •Topgolf Callaway Brands Corp. (formerly Topgolf International) (2017-2021) EDUCATION •BA, Business Administration, University of Washington | | KEY QUALIFICATIONS AND EXPERIENCES | | | | | | INTERNATIONAL BUSINESS Spent a decade in Starbucks’ international business, providing him the experience to help identify ways to grow the reach and impact of our brand, market share and profits internationally. | | | | | FINANCE / ACCOUNTING Served in a variety of finance roles during his tenure with Starbucks, including six years as the Chief Financial Officer, through which he gained valuable knowledge and insight into the accounting, finance and audit functions of a public company. | | | | | MANUFACTURING/OPERATIONS MANAGEMENT Brings extensive experience in managing a premium brand and maintaining it as a key asset and differentiator. | | | | | STRATEGIC LEADERSHIP Led operating businesses for many years, including divisional leadership internationally and leadership of global operations, providing extensive experience with growth management, organizational development and leadership. |

  10. Our Director Nominees

    | 18 | | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  11. Our Director Nominees

    | | | | | | | Lori Flees INDEPENDENT President and Chief Executive Officer of Valvoline, Inc. | | | | | Age: | 55 | | | | Director Since: | May 2025 | | | | Committees: | Human Resources, Nominating and Corporate Governance, Sustainability and Safety | | | CAREER HIGHLIGHTS Valvoline Inc. (NYSE: VVV), a retail automotive services company •President and Chief Executive Officer (since October 2023) •Senior Vice President and President of Valvoline’s Retail Services business segment (2022-2023) Walmart Inc. (Nasdaq: WMT), a multinational retail corporation that operates a broad portfolio of retail and eCommerce businesses •Senior Vice President and Chief Operating Officer for Walmart Health & Wellness (2020-2022) •Senior Vice President and General Merchandise Manager for Sam’s Club Health & Wellness, the 590-site wholesale club’s pharmacy, optical and audiology business (2018-2020) •Senior Vice President of Next Generation Retail and Principal of Store No. 8 (2017-2019) •Senior Vice President, Corporate Strategy (2014-2017) Bain & Company Inc. •Joined Bain in 1996 and served clients across consumer goods and services, engineering and construction, industrial and oil and gas industries during her 17 years with the firm OT OTHER PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: •Valvoline, Inc. (since 2023) Previous Public Company Boards (Past Five Years): •None EDUCATION •BA, Management Systems, GMI Engineering & Management Institute (now Kettering University) •MBA, Harvard Business School | | KEY QUALIFICATIONS AND EXPERIENCES | | | | | | RETAIL Oversaw all aspects of Walmart’s health and wellness business across more than 4,800 locations, including its COVID vaccination operations. | | | | | BRANDING AND CONSUMER MARKETING Brings deep experience in brand building and consumer marketing, with a strong consumer-centric perspective to support long-term growth. | | | | | STRATEGIC LEADERSHIP Served in several executive leadership roles with experience driving strategic direction and growth of an enterprise, providing her with the experience necessary to evaluate management’s strategies and provide guidance on our strategic plan. | | | | | TECHNOLOGY / DIGITAL / CYBER Brings extensive experience driving digital transformation and technology‑enabled growth initiatives, enhancing the Board’s ability to oversee strategic execution, operational performance and sustainable shareholder value. |

  12. Our Director Nominees

    | | 19 |

  13. Our Director Nominees

    | | | | | | | Allan Golston INDEPENDENT President, U.S. Program for the Gates Foundation | | | | | Age: | 59 | | | | Director Since: | February 2017 | | | | Committees: | Audit and Finance, Nominating and Corporate Governance (Chair) | | | CAREER HIGHLIGHTS The Gates Foundation, a private foundation that supports initiatives in education, world health and population and community giving in the Pacific Northwest •President, U.S. Program (since 2006) •Chief Financial and Administrative Officer (2000-2006) Swedish Health Services / Swedish Medical Center (Seattle) •Director of Finance (1997-2000) University of Colorado Hospital •Director of Finance and Controller (1993-1997) OTHER PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: •T. Rowe Price Group, Inc. (since 2025) Previous Public Company Boards (Past Five Years): •Stryker Corporation (2011-2025) EDUCATION •BS, Accounting, University of Colorado •MS, Business Administration, Seattle University | | KEY QUALIFICATIONS AND EXPERIENCES | | | | | | FINANCE / ACCOUNTING Served in a variety of executive finance roles, including as Chief Financial and Administrative Officer for the Gates Foundation, enabling him to make valuable contributions to our Audit and Finance Committee. | | | | | STRATEGIC LEADERSHIP Spent the last 25 years in executive leadership roles at the Gates Foundation where he gained expertise in initiating and leading strategic projects, including opening and operating offices in India and China, providing the experience necessary to help guide our strategic plan. | | | | | PUBLIC COMPANY LEADERSHIP AND/OR BOARD EXPERIENCE Brings extensive experience working for and investing in organizations that integrate strong business performance with social responsibility to support long-term value creation. |

  14. Our Director Nominees

    | 20 | | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  15. Our Director Nominees

    | | | | | | | Rafeh Masood INDEPENDENT Chief Growth and Digital Officer of Royal Caribbean Group | | | | | Age: | 47 | | | | Director Since: | August 2022 | | | | Committees: | Audit and Finance, Nominating and Corporate Governance | | | CAREER HIGHLIGHTS Royal Caribbean Group (NYSE: RCL), a global cruise and vacation company •Chief Growth and Digital Officer (since 2022) Bed Bath & Beyond Inc, a home goods store •Executive Vice President (EVP) and Chief Customer Officer (2021-2022) •EVP and Chief Digital Officer (2020-2021) BJ's Wholesale Club Holdings, Inc., a membership-only warehouse club •Senior Vice President and Chief Digital Officer (2017-2020) Dick’s Sporting Goods •Vice President, Customer Innovation Technology (2013-2017) Carnegie Mellon University's Heinz College of Information Systems and Public Policy •Adjunct faculty member (since 2021) OTHER PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: •None Previous Public Company Boards (Past Five Years): •None EDUCATION •BS, Information Systems, DePaul University •MBA, DePaul University | | KEY QUALIFICATIONS AND EXPERIENCES | | | | | | RETAIL Experienced in end-to-end customer experience, ranging from e-commerce merchandising and user experience optimization to omni-channel fulfillment, to support our efforts to enhance customer engagement and drive profitable growth. | | | | | BRANDING AND CONSUMER MARKETING Brings insights into customer engagement and the application of data and artificial intelligence to support the Company’s efforts to strengthen brand relevance and reach both current riders and new audiences. | | | | | FINANCE / ACCOUNTING Possesses strong financial oversight, capital allocation and risk management expertise, particularly in digital risk to support the Company’s governance and long-term value creation. | | | | | TECHNOLOGY / DIGITAL / CYBER Brings deep expertise in digital transformation, artificial intelligence and omni-channel strategy, providing valuable insight to advance the Company’s enterprise capabilities and operational agility. |

  16. Our Director Nominees

    | | 21 |

  17. Our Director Nominees

    | | | | | | | Daniel J. Nova INDEPENDENT General Partner of Highland Capital Partners, LLC | | | | | Age: | 64 | | | | Director Since: | September 2025 | | | | Committees: | Human Resources, Nominating and Corporate Governance, Sustainability and Safety | | | CAREER HIGHLIGHTS Highland Capital Partners, LLC, a venture capital fund •General Partner (since 1996) CMG@Ventures •Partner (1995-1996) •Co-led the partnership's investments •Also formed Lycos, Inc. and played a lead role from the company's inception through its IPO and eventual sale as a public company Summit Partners •Senior Associate (1989-1994) OTHER PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: •thredUP (since 2012) •Eversource Energy (Trustee since 2023; Lead Independent Trustee since 2024) Previous Public Company Boards (Past Five Years): •Rent the Runway, Inc. (2010-2024) EDUCATION •BS, Computer Science and Marketing, Boston College •MBA, Harvard Business School | | KEY QUALIFICATIONS AND EXPERIENCES | | | | | | PUBLIC COMPANY LEADERSHIP AND/OR BOARD EXPERIENCE Provides our board with deep corporate governance, finance and capital allocation experience. | | | | | STRATEGIC LEADERSHIP Brings decades of experience advising companies through periods of strategic growth and transition, providing knowledge necessary to help guide the Company’s storied legacy and advance its transformation to drive growth and value creation. | | | | | TECHNOLOGY / DIGITAL / CYBER Over nearly three decades, he has advised technology-enabled companies through periods of growth, transformation and public-market readiness, with a focus on strategic governance, capital allocation and operational scale. |

  18. Our Director Nominees

    | 22 | | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  19. Our Director Nominees

    | | | | | | | Matthew J. Reintjes INDEPENDENT President and Chief Executive Officer of YETI Holdings, Inc. | | | | | Age: | 50 | | | | Director Since: | September 2025 | | | | Committees: | Audit and Finance, Nominating and Corporate Governance | | | CAREER HIGHLIGHTS YETI Holdings, Inc. (NYSE: YETI), a global designer, retailer, and distributor of premium outdoor products •President and Chief Executive Officer (since 2015) Vista Outdoor Inc., a manufacturer of outdoor sports and recreation products, which, prior to 2015 was operated as a reporting segment of Alliant Techsystems Inc. •Vice President of the Outdoor Products segment (Feb. 2015-Sept. 2015) Alliant Techsystems Inc., an aerospace, defense and sporting goods company •Vice President of Accessories (2013-2015) OTHER PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: •Yeti Holdings, Inc. (since 2016) Previous Public Company Boards (Past Five Years): •None EDUCATION •BA, Economics, University of Notre Dame •MBA, University of Virginia’s Darden School of Business | | KEY QUALIFICATIONS AND EXPERIENCES | | | | | | BRANDING AND CONSUMER MARKETING Offers deep experience in building and scaling a premium, global consumer brand, uniquely positioning him to help grow our brand and guide the expansion of our innovation pipeline. | | | | | ENGINEERED PRODUCT DEVELOPMENT Brings experience overseeing engineered product development, including translating consumer and operational insights into scalable, high-quality products through disciplined design, testing and commercialization processes. | | | | | MANUFACTURING / OPERATIONS MANAGEMENT Experience leading manufacturing and operations management, with a focus on production scale up, process optimization, quality control and operational reliability. | | | | | STRATEGIC LEADERSHIP Provides seasoned public-company leadership experience with extensive experience in corporate strategy, brand leadership, new product development and general management processes, providing him the ability to evaluate management’s strategies and advise on our strategic plan. |

  20. Our Director Nominees

    | | 23 |

  21. Our Director Nominees

    | | | | | | | Artie Starrs President and Chief Executive Officer of Harley-Davidson, Inc. | | | | | Age: | 49 | | | | Director Since: | October 2025 | | | | Committees: | None | | | CAREER HIGHLIGHTS Harley-Davidson, Inc. •President and Chief Executive Officer (since 2025) Topgolf International, Inc., a global sports‑entertainment company and a subsidiary of Callaway Golf Company (NYSE: CALY) •Chief Executive Officer (2021-2025) •Responsible for delivering on the overall vision and growth of the brand and establishing it as one of the premier sports entertainment companies in the world •Managed a portfolio of over 100 global recreational venues with over 30,000 employees, with a track record of driving growth and financial performance Pizza Hut, a global restaurant brand and a subsidiary of Yum! Brands, Inc. (NYSE: YUM) •Global Chief Executive Officer (2019-2021) •President, Pizza Hut U.S. (2016-2019) •General Manager, Pizza Hut U.S. (2015-2016) •Chief Financial Officer, Pizza Hut (2014-2015) •Oversaw a global franchise system with more than 18,000 locations across over 110 countries OTHER PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: •Dine Brands Global, Inc. (since 2023) Previous Public Company Boards (Past Five Years): •None EDUCATION •BA, Economics, Princeton University | | KEY QUALIFICATIONS AND EXPERIENCES | | | | | | RETAIL A highly skilled business executive with significant experience driving brand growth and consumer marketing initiatives, providing valuable strategic insight to support our iconic motorcycle brand. | | | | | BRANDING AND CONSUMER MARKETING Extensive leadership experience leading popular brands in franchise driven industries, including a strong focus on maximizing and continually improving customer engagement and experience, which will help to guide our initiatives to engage consumers beyond motorcycles. | | | | | INTERNATIONAL BUSINESS Offers deep international business expertise, having overseen complex, asset-intensive global operations and managed complex supply chains, large workforces and international markets - which supports the Company’s global operations. | | | | | STRATEGIC LEADERSHIP Brings strategic leadership experience in setting global growth vision, leading large‑scale operations and overseeing an extensive international franchise network |

  22. Our Director Nominees

    | 24 | | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  23. Our Director Nominees

    | | | | | | | Maryrose Sylvester INDEPENDENT Former President and Chief Executive Officer of Current by GE | | | | | Age: | 60 | | | | Director Since: | July 2016 | | | | Committees: | Human Resources (Chair), Nominating and Corporate Governance, Sustainability and Safety (Chair) | | | CAREER HIGHLIGHTS ABB Ltd (NYSE: ABB), a global technology company operating in the areas of electrification, robotics, power, heavy electrical equipment and automation •U.S. Managing Director and U.S. Head of Electrification (2019-2020) Current, powered by GE (NYSE: GE), a digital power service business that manufactures and assembles integrated energy systems combining LEDs, solar, storage, onsite power, energy storage, solar power systems for commercial buildings, EV charging and wireless controls systems •President and Chief Executive Officer (2015-2019) GE Lighting, a subsidiary of GE that manufactures, sources and sells a full suite of energy-efficient lighting solutions, including systems and controls •President and CEO (2011-2015) General Electric (GE) Intelligent Platforms, an industrial automation business and a maker of PLCs, Distributed Control Systems, SCADA systems, IO devices, Manufacturing Software such as MES and HMI and embedded computing systems •President and CEO (2006-2011) OTHER PUBLIC BOARD MEMBERSHIPS Current Public Company Boards: •Waste Management, Inc. (since 2021) •Vontier Corporation (since 2021) •Flex Ltd. (since 2022) Previous Public Company Boards (Past Five Years): •None EDUCATION •BS, Procurement and Production Management, Bowling Green State University •MBA, Cleveland State University | | KEY QUALIFICATIONS AND EXPERIENCES | | | | | | ENGINEERED PRODUCT DEVELOPMENT Brings extensive knowledge and expertise in engineering product development, including manufacturing software, wireless control systems, energy storage, EV charging, robotics and industrial automation. | | | | | MANUFACTURING / OPERATIONS MANAGEMENT Brings extensive consumer marketing and distribution channel experience as the former CEO of GE Lighting and former CEO and President of GE Intelligent Platforms, which allows her to assess our plans to improve operations and our go-to-market strategy. | | | | | PUBLIC COMPANY LEADERSHIP AND/OR BOARD EXPERIENCE Held executive and leadership positions at various divisions of GE for 19 years, giving her a wide variety of expertise in the management and governance of a public company. | | | | | STRATEGIC LEADERSHIP Provides our Board with valuable insights on enterprise-level strategy and execution informed by her experience leading complex, global businesses through innovation, operational change and market evolution. |

  24. Our Director Nominees

    | | 25 |

  25. Director Skills, Qualifications and Experience

    Director Skills, Qualifications and Experience

  26. SUMMARY OF 2026 DIRECTOR NOMINEE SKILLS, QUALIFICATIONS AND EXPERIENCE

    SUMMARY OF 2026 DIRECTOR NOMINEE SKILLS, QUALIFICATIONS AND EXPERIENCE The Board believes that each Director nominee is highly qualified to serve on the Board and brings relevant leadership skills, qualifications and experience, including experience leading business strategy and a commitment to representing shareholder interests. Our nominees have diverse backgrounds, perspectives and board tenure that support the Board’s responsibility to oversee strategy, assess performance and engage with and appropriately challenge management. In addition to the skills and qualifications matrix summarized in the table below, the Nominating and Corporate Governance Committee also considers the following in its evaluation of Director nominees: •Principal employment; •Expertise relevant to the Company’s business and strategic priorities; •Complementary skills, experiences and viewpoints that will add diversity to the Board; •Availability and time commitments, including service on other public company boards; •Independence and absence of conflicts of interest under NYSE rules and other applicable laws; •Financial literacy and expertise; and •Personal qualities, including strength in character, maturity of thought process and judgment, values and ability to work collegially. As reflected in its Charter, the Nominating and Corporate Governance Committee has a longstanding practice of including diversity in its selection for Director nominees. The Nominating and Corporate Governance Committee reviews each Director nominee based on the unique perspectives they bring to the Board, such as their business background, professional skills and other relevant attributes that bring diversity to the Board. The Nominating and Corporate Governance Committee is committed to building a diverse Board and integrates this focus into its ongoing refreshment process.

  27. SUMMARY OF 2026 DIRECTOR NOMINEE SKILLS, QUALIFICATIONS AND EXPERIENCE

    | Skills/Qualifications | | | | | | | | | | | | RETAIL | | | | | | | | | | | BRANDING AND CONSUMER MARKETING | | | | | | | | | | | ENGINEERED PRODUCT DEVELOPMENT | | | | | | | | | | | FINANCE / ACCOUNTING | | | | | | | | | | | INTERNATIONAL BUSINESS | | | | | | | | | | | MANUFACTURING / OPERATIONS MANAGEMENT | | | | | | | | | | | PUBLIC COMPANY LEADERSHIP AND/OR BOARD EXPERIENCE | | | | | | | | | | | STRATEGIC LEADERSHIP | | | | | | | | | | | TECHNOLOGY / DIGITAL / CYBER | | | | | | | | |

  28. SUMMARY OF 2026 DIRECTOR NOMINEE SKILLS, QUALIFICATIONS AND EXPERIENCE

    | 26 | | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  29. SUMMARY OF 2026 DIRECTOR NOMINEE SKILLS, QUALIFICATIONS AND EXPERIENCE

    The following definitions and reasoning were used in the skills/qualifications matrix:

  30. SUMMARY OF 2026 DIRECTOR NOMINEE SKILLS, QUALIFICATIONS AND EXPERIENCE

    | RETAIL | | FINANCE / ACCOUNTING | | PUBLIC COMPANY LEADERSHIP AND/OR BOARD EXPERIENCE | | | Experience at an executive level creating and managing channels of distribution, customer experience, product mix, product pricing and product promotion in both digital and analog environments. This is relevant to providing vision and direction for our sales and distribution channels. | | Experience at an executive level or expertise with financial reporting, internal controls, finance companies, hedge funds, or public accounting. This is relevant to us because it assists our Directors in understanding our financial statements, understanding our capital structure and overseeing our financial reporting and internal controls. | | Experience as a public company board member, CEO, or other executive position with significant interaction with a public company’s board of directors. This experience is important to give insight into our strategic leadership and the appointment, oversight and assessment of leadership. | | | BRANDING AND CONSUMER MARKETING | | INTERNATIONAL BUSINESS | | STRATEGIC LEADERSHIP | | | Experience at an executive level with customer creation, brand innovation and go-to-market strategy and execution. This is relevant as we seek to develop and strengthen our brand, premium position and customer experience. | | Experience at an executive level overseeing international operations or working outside the U.S. This is important given our global operations and international footprint. | | Experience at an executive level or expertise in driving strategic direction and growth of an enterprise. This provides our Directors with a practical understanding that can be used to evaluate management’s strategies and help develop strategies. | | | ENGINEERED PRODUCT DEVELOPMENT | | MANUFACTURING / OPERATIONS MANAGEMENT | | TECHNOLOGY / DIGITAL / CYBER | | | Experience leading a business or company in which value is created from the development of complex products or technology. This is important to us because we sell complex, highly engineered products. | | Experience at an executive level or expertise in managing a business or company that has significant focus on manufacturing and supply chain. This is relevant to assessing senior management’s role of effectively and efficiently operating our production and logistics operations. | | Experience at an executive level or expertise in the use of information technology, digital media, assessment of cyber security threats or other technology to facilitate business objectives. This is important to us as we look for ways to use technology to acquire customers and enhance our internal operations. | |

  31. SUMMARY OF 2026 DIRECTOR NOMINEE SKILLS, QUALIFICATIONS AND EXPERIENCE

    | | 27 |

  32. Director Nomination Process and Refreshment

    Director Nomination Process and Refreshment The Board proactively evaluates potential Director candidates in anticipation of retirements, resignations, or the need for additional expertise. This disciplined process is designed to ensure the Board maintains strong core competencies in strategic oversight, corporate governance, manufacturing and logistics and global experience and leadership, while also benefiting from diverse skills and perspectives aligned with the Company’s current and future priorities. The process for identifying highly qualified Board candidates is described below.

  33. Director Nomination Process and Refreshment

    | 1 | Evaluate Board Composition | | The Board regularly assesses its composition to confirm that it collectively reflects the appropriate mix of skills, experience and perspectives necessary to support effective oversight of the Company’s current and future business strategy, operations and risks. | | | 2 | Identify and Assess Potential Candidates | | The Nominating and Corporate Governance Committee maintains an ongoing review of potential Director candidates. The Nominating and Corporate Governance Committee works with an independent executive search, corporate culture and leadership consultant to identify candidates for Board consideration. The Nominating and Corporate Governance Committee will also consider Director candidates that shareholders recommend if the shareholder has complied with procedures to recommend the Director candidates. The Chair of the Nominating and Corporate Governance Committee will examine each Director candidate based on the factors the Chair deems relevant, including our current need for qualified candidates and the Chair’s view as to whether the candidate has sufficient qualifications for further consideration for nomination as a Director. If the Chair determines that the Nominating and Corporate Governance Committee should consider the candidate, then the Chair will report that determination to the Nominating and Corporate Governance Committee and communicate all relevant information to the Nominating and Corporate Governance Committee. | | | 3 | Meet with Qualified Candidates | | Director candidates whom the Chair determines are sufficiently qualified for further consideration will meet with members of the Nominating and Corporate Governance Committee and others, as appropriate. | | | 4 | Check Conflicts of Interest and References | | Each candidate is reviewed to confirm independence, evaluate any potential conflicts of interest and assess references. | | | 5 | Nominating and Corporate Governance Committee Dialogue | | Following review and discussions, the Nominating and Corporate Governance Committee recommends and nominates candidates for election to the Board. | | | 6 | Review by Full Board | | Following the Nominating and Governance Committee’s evaluation and recommendation, the Board reviews and if appropriate, approves the Director nominee for election after considering the nominee’s qualifications, experience, independence, ability to contribute to the effective oversight of the Company and ability to support the Company’s strategy. | |

  34. Director Nomination Process and Refreshment

    | 28 | | 2026 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  35. SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES

    SHAREHOLDER RECOMMENDATIONS FOR DIRECTOR NOMINEES The Nominating and Corporate Governance Committee evaluates properly submitted shareholder-recommended candidates using the same standards used to evaluate other candidates and seeks the qualifications, skills and experience set forth on page 26 of this Proxy Statement. Shareholder recommendations for director nominees for the 2027 Annual Meeting of Shareholders, must be received on or before November 10, 2026. To recommend a director nominee, submit the recommendation in writing to: The Nominating and Corporate Governance Committee in care of our Corporate Secretary, Harley-Davidson, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53201-0653. Submitting a shareholder recommendation to the Nominating and Corporate Governance Committee does not ensure that shareholders will have an opportunity to vote on the shareholder’s candidate because the Nominating and Corporate Governance Committee may determine not to recommend the candidate to the full Board, or the full Board may determine not to recommend the candidate to shareholders. Any shareholder who wants to ensure that shareholders will have an opportunity to vote on the shareholder’s candidate has two options:

  36. Director Compensation

    Director Compensation

  37. Director Compensation

    | Name (a) | Fees Earned or Paid in Cash ($) (1) (b) | Stock Awards ($) (2) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (f) | All Other Compensation (g) | Total (h) | | Troy Alstead | $313,750 | $145,000 | $— | $— | $— | $— | $458,750 | | Jared D. Dourdeville | See Note (4) | See Note (4) | $— | $— | $— | $— | $— | | James D. Farley, Jr. | $115,000 | $145,000 | $— | $— | $— | $— | $260,000 | | Lori Flees | $110,000 | $145,000 | $— | $— | $— | $— | $255,000 | | Allan Golston | $135,000 | $145,000 | $— | $— | $— | $— | $280,000 | | Sara Levinson (5) | $110,000 | $145,000 | $— | $— | $— | $— | $255,000 | | Norman Thomas Linebarger (5) | $110,000 | $145,000 | $— | $— | $— | $— | $255,000 | | Rafeh Masood | $115,000 | $145,000 | $— | $— | $— | $— | $260,000 | | Daniel J. Nova (6) | $82,500 | $145,000 | $— | $— | $— | $— | $227,500 | | Matthew J. Reintjes (6) | $86,250 | $145,000 | $— | $— | $— | $— | $231,250 | | Maryrose Sylvester | $142,500 | $145,000 | $— | $— | $— | $— | $287,500 |

  38. Director Compensation

    (1)Non-employee Directors have the option of receiving all or a portion of their fees in the form of stock. The portions of fees received at the election of the non-employee Director in the form of stock in 2025 were as follows: Ms. Flees - $55,000, Mr. Golston - $67,500, Mr. Linebarger - $110,000, Mr. Masood - $115,000, Mr. Nova - $82,500, and Mr. Reintjes - $86,250. (2)In August 2002, the Board approved stock ownership guidelines, which the Board revised most recently in September 2025. Upon recommendation of the Human Resources Committee, the Board changed the Company’s approach from a requirement to meet the applicable ownership level within 5 years to a restriction on the sale of shares. Under the revised approach, Directors, the CEO and executives are only eligible to sell 50% of the Net Shares that they acquire under our incentive stock plan that vest for them on or after January 1, 2025 until they reach their ownership level. Net Shares are defined as the number of shares remaining after the sale or withholding of shares to cover taxes and/or exercise costs. (3)Non-employee Directors receive an annual grant of share units, each representing the value of one share of our stock. The payment of share units is deferred, at the election of each non-employee Director, until the first anniversary of each respective grant date or the time a non-employee Director ceases to serve as a Director, and share units are payable at that time in actual shares of our stock. The compensation related to share unit awards has been calculated based on the grant date fair value of the award. The fair value of a share unit is based on the market price of a share of stock on the date of grant. (4)Mr. Dourdeville, as a representative of the significant Harley-Davidson shareholder H Partners, elected to forgo Director compensation. Mr. Dourdeville resigned from the Board on April 5, 2025. (5)Ms. Levinson and Mr. Linebarger retired from the Board on September 15, 2025. (6)Mr. Nova and Mr. Reintjes were appointed to the Board on September 15, 2025, and the amounts above are based on their time of service. The Human Resources Committee establishes, reviews and revises compensation levels, plans and policies pertaining to non-employee members of the Board. The Human Resources Committee, working with management and third-party compensation consultants and reviewing benchmarked data from a comparator group of companies, determines Director compensation that it believes is competitive with these companies. The Human Resources Committee periodically reviews and revises, when necessary, the Director Compensation Policy, generally with the aid of a compensation consultant.

  39. Director Compensation

    | | 47 |

  40. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    NARRATIVE TO DIRECTOR COMPENSATION TABLE Directors who are our employees (currently Mr. Starrs) do not receive compensation for their services as Directors. Directors who are not employees received an annual retainer fee of $110,000 in fiscal year 2025. Mr. Alstead received an additional $185,000 for his service as the non-executive Chairman of the Board. For serving as the Chair of the Nominating and Corporate Governance Committee, a non-employee Director is entitled to receive an additional annual retainer fee of $20,000. For serving as the Chair of the Sustainability and Safety Committee, a non-employee Director is entitled to receive an additional annual retainer fee of $10,000. For serving as the Chair of the Audit and Finance Committee, a non-employee Director is entitled to receive an additional $30,000 annual retainer fee. Other members of the Audit and Finance Committee are entitled to receive an additional $5,000 annual retainer fee. For serving as the Chair of the Human Resources Committee, a non-employee Director is entitled to receive an additional annual retainer fee of $25,000. Pursuant to our Director Stock Plan, a non-employee Director may elect to receive 0%, 50%, or 100% of the annual retainer fee to be paid each calendar year in the form of shares of our common stock based upon the fair market value of common stock at the time of our Annual Meeting. In addition, non-employee Directors receive an annual grant of share units, each representing the right to receive one share of our common stock and therefore having the value of one share of our common stock. Also pursuant to our Director Stock Plan, non-employee Directors may choose to defer the receipt of their annual retainer fees payable in cash or shares of common stock. Deferrals of fees payable in shares of common stock and cash are credited to a share account, are treated as if invested in common stock, and ultimately will be paid in common stock. A Director will receive their deferred compensation following cessation of their service on the Board in compliance with applicable rules regarding deferred compensation plans. The purpose of our Director Stock Plan is to further align the interests of non-employee Directors with shareholders by providing for a portion of annual compensation for the Directors’ services in shares of common stock or share units. In addition, we provide to non-employee Directors a clothing allowance of up to $1,500 to purchase Harley-Davidson® apparel and accessories, along with a discount on our products that is the same discount available to all U.S. employees of HDMC. We may also provide a Director with the temporary use of a motorcycle where doing so may further our business objectives.

  41. NARRATIVE TO DIRECTOR COMPENSATION TABLE

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  42. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    The Board has empowered the Nominating and Corporate Governance Committee, which we refer to as the Nominating Committee, to continuously review our corporate governance practices and to make recommendations to the Board. The Nominating Committee regularly reviews our Corporate Governance Policy, encourages the continuing education of Board members, provides Board members with access to senior management and defines each Board member’s responsibility to attend meetings and review all pre-meeting materials. As part of our Global Compliance and Ethics Program, we have a Code of Conduct that applies to all of our employees, officers and Board members. We also have a Supplier Code of Conduct that applies to our suppliers and their subcontractors or other third parties who act on their behalf. The Code of Conduct reporting helpline, website and phone numbers are designed to provide employees and suppliers with the opportunity to ask Code-related questions or report a potential Code violation from anywhere in the world (where legally allowable). Our Chief Legal, Compliance and Corporate Affairs Officer reports to the Nominating Committee on matters relating to the Company’s Global Compliance and Ethics Program. We also have in effect the Conflicts of Interest Policy that the Nominating Committee has approved. The Code of Conduct, Supplier Code of Conduct, Conflicts of Interest Policy, Corporate Governance Policy and each of the four committee Charters appear on the Corporate Governance page of our website at https://investor.harley-davidson.com. As set forth in its Charter, the Nominating Committee leads the Board in an annual review of the performance of the Board, the Board’s committees and the Directors. Annually, the Nominating Committee reviews the independence of each Director and examines all relationships, if any, a Director has with the Company to determine if that relationship is material. The Nominating Committee has determined that one current Director (Mr. Starrs) is not independent and has reviewed the very limited business relationships that one other Director has with the Company. We disclose this relationship in the “Certain Transactions” section. All members of the Nominating Committee are independent in accordance with the requirements of NYSE rules.

  43. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    | NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS | | | | Allan Golston CHAIR | Troy Alstead James Duncan Farley, Jr. Lori Flees Rafeh Masood | Daniel J. Nova Matthew J. Reintjes Maryrose Sylvester |

  44. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    | | 49 |

  45. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    As of April 9, 2026, our executive officers for general SEC purposes were as follows:

  46. NARRATIVE TO DIRECTOR COMPENSATION TABLE

    | Charles Do Senior Vice President, Harley-Davidson Financial Services | | Glen Koval Senior Vice President of Global Motorcycle Development, Harley-Davidson Motor Company | | Paul Krause Chief Legal, Compliance and Corporate Affairs Officer and Corporate Secretary, Harley-Davidson, Inc. | | | Age: 45 | | Age: 51 | | Age: 48 | | | We have employed Mr. Do as the Senior Vice President of Harley-Davidson Financial Services, since October 23, 2023. | | We have employed Mr. Koval for approximately 24 years. We appointed Mr. Koval as the Senior Vice President of Global Motorcycle Development of Harley-Davidson Motor Company, effective August 1, 2024. | | We have employed Mr. Krause for approximately 10 years. We appointed Mr. Krause as our Chief Legal Officer, Chief Compliance Officer and Corporate Secretary, effective March 30, 2020, and Chief Corporate Affairs Officer, effective January 1, 2026. | | | Bryan Niketh Chief Operating Officer, Harley-Davidson, Inc. | | Jonathan Root Chief Financial and Commercial Officer, Harley-Davidson, Inc. | | Matt Ryan Chief Marketing and Technology Officer, Harley-Davidson, Inc. | | | Age: 49 | | Age: 52 | | Age: 52 | | | We have employed Mr. Niketh as Chief Operating Officer since January 1, 2026. | | We have employed Mr. Root for approximately 15 years. We appointed Mr. Root as Chief Financial Officer effective June 26, 2023 and Chief Commercial Officer effective January 1, 2026. | | We have employed Mr. Ryan as Chief Marketing and Technology Officer since December 8, 2025. | | | Artie Starrs President and Chief Executive Officer, Harley-Davidson, Inc. | | Tori Termaat Chief Human Resources Officer, Harley-Davidson, Inc. | | | | | Age: 49 | | Age: 48 | | | | | We have employed Mr. Starrs as President and Chief Executive Officer since October 1, 2025. | | We have employed Ms. Termaat for approximately 26 years. We appointed Ms. Termaat as our Chief Human Resources Officer, effective January 1, 2022. | | | |

  47. NARRATIVE TO DIRECTOR COMPENSATION TABLE

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  48. OUR 2025 PAY OUTCOMES REFLECTED OUR 2025 PERFORMANCE

    •2022 – 2025 Aspirational Grant Not Achieved, All Awards Forfeited: In 2022, some of our current NEOs received Aspirational Incentive Plan (AIP) grants that would be earned upon future achievement of aggressive stock price growth goals through the end of 2025. At the end of 2025, the highest 30-day average stock price that we achieved since granting the AIP Performance Shares did not reach the first threshold of $70.00, so none of the eligible NEOs earned any AIP Performance Shares. Accordingly, NEOs forfeited all of the AIP shares that we granted in 2022 and none of the eligible NEOs earned any value from these awards. •2025 Equity Grants: Our NEOs, other than Messrs. Starrs and Ryan, whom we hired in the fourth quarter of 2025 (see additional commentary below), received a 2025 equity grant with 50/50 weighting of PSUs and time-vesting RSUs. The PSUs use ROIC and 3-year cumulative revenue over the 2025-2027 performance period as the primary performance measures, with results subject to a +/-15% modifier based on our three-year cumulative relative total shareholder return (or TSR) compared to that of five other publicly-traded companies in the consumer discretionary transportation space.

  49. KEY 2025 COMPENSATION DECISIONS

    | Pay Element | Compensation Approach | Compensation Decisions for 2025 | | Base Salary | •The Committee considers performance, market data and compensation for comparable roles within the Harley-Davidson compensation peer group. | •Messrs. Starrs’ and Ryan’s base salary was set based on market data, comparable roles within the Harley-Davidson compensation peer group and experience. •Messrs. Zeitz and Krishnan received base salary increases based on a merit increase aligned to the broader organization. •Mr. Root received a base salary increase in recognition of his new role. •Mr. Krause received a base salary increase to better align with competitive market data. | | Short-Term incentives (Annual bonuses under our Incentive Plan) | •Plan measures for all eligible NEOs included HDMC and HDFS combined operating income weighted at 80% and retail sales units weighted at 20%. •Actual payout could range from 0 to 200% of target based on results •We set and approved targets in February 2025. | •Messrs. Starrs’ and Ryan’s 2026 targets were set based on market data, comparable roles within the Harley-Davidson compensation group and experience. •Mr. Root received a target increase in recognition of his new role. •Based on actual results for the STIP, eligible NEOs earned a payout equal to 7.5% of target. | | Long-Term Incentives (Combination of RSUs, and PSUs) | •RSUs vest in three equal installments on the first, second and third anniversaries of the grant date. •PSUs allow eligible NEOs to earn a specified number of shares of our common stock at the end of the three-year performance period that will range between 0% and 200% of the initial shares awarded •Results of PSUs are subject to modification up or down within a range of +/- 15% using a scale based upon our three-year relative TSR compared to that of five other publicly traded companies. | •All eligible NEOs receive 50% of their equity award value in PSUs and 50% in RSUs •Performance share measures include HDMC revenue and HDMC return on invested capital. •Messrs. Starrs’ and Ryan’s 2026 targets were set based on market data, comparable roles within the Harley-Davidson compensation peer group and experience. •Mr. Zeitz moved to 50% PSUs and 50% RSUs to align with the executive leadership team. •Mr. Root received an increase in his target in recognition of his new role. •Mr. Krause received an increase in his target to better align with competitive market data. |

  50. COMPENSATION BEST PRACTICES

    | WHAT WE DO Typically target pay levels around the 50th percentile Deliver the majority of target compensation based on performance Align our performance measures and goals with our strategy Use objective performance measures and goals, and clearly disclose them Promote retention through vesting periods of between one and three years Conduct an annual assessment of compensation risk Apply payout caps under our incentive plans Maintain a Clawback Policy Maintain stock ownership requirements Conduct an annual “say-on-pay” vote Review tally sheets annually Review executive talent and succession plans Engage an independent compensation consultant Use a double-trigger vesting provision on all long-term incentive awards | WHAT WE DON’T DO Provide tax gross-ups on any change in control benefits Design plans that encourage excessive risk Enter into employment contracts Deliver guaranteed pay increases Deliver guaranteed incentive awards Hedging, pledging or short sales Option repricing |

  51. The Annual Process

    | FEBRUARY | | MAY - SEPTEMBER | | AUGUST - DECEMBER | | | | Approve | | Review | | Evaluate | | | •Review and approve prior year STIP and LTIP results and payouts for NEOs. •Finalize and approve current year STIP and LTIP measures, weightings and scale. •Review and approve CEO total compensation. •Ensure compensation outcomes reflect a commitment to aligning pay with performance and to awarding pay packages that are performance-based and "at risk." | | •Review incentive compensation tracking. •Review progress toward business and organizational objectives. •Review stock ownership requirements and compliance with such requirements. •Review compensation trends and regulatory developments. •Review proxy advisors’ reports on compensation-related matters. •Evaluate trends and regulatory developments. •Review and finalize executive benchmarking peer group. | | •Evaluate trends and regulatory developments. •Review conceptual design of next fiscal year incentive plans and ensure alignment with Company performance. •Evaluate overall compensation structure, market compensation trends and other intelligence, including compensation consultant reports. |

  52. Use of an Independent Compensation Consultant

    Use of an Independent Compensation Consultant The Human Resources Committee has the sole authority to engage the services of outside advisors, experts and others to assist in performing its duties. Each year, the Human Resources Committee reviews and approves the scope and associated consulting fees for an independent compensation consultant and evaluates the consultant’s subsequent performance. In 2025, the Human Resources Committee retained the services of Semler Brossy Consulting Group. Semler Brossy’s primary areas of support are the following: •Market data and advice related to our CEO’s compensation level and incentive design; •Market data and an associated review of our compensation levels, performance goals and incentive designs for other executives; •Annual executive compensation plan design; •Market data and advice related to our non-employee Directors’ compensation levels; •Long-term incentive plan design; •Change-in-control protection review; and •General market and regulatory updates. In accordance with SEC and NYSE requirements, the Human Resources Committee reviewed the independence of Semler Brossy during 2025 and confirmed that Semler Brossy was independent and that no conflict of interest was present with respect to Semler Brossy’s provision of services to the Human Resources Committee.

  53. Compensation Process Summary

    Shareholders can find additional information about the Human Resources Committee in the Board Matters and Corporate Governance section starting on page 32. In general, each December, the Human Resources Committee reviews executive compensation benchmarking data that the independent consultant prepares. The CEO then proposes target total direct compensation, consisting of a base salary, a target short-term incentive opportunity and a target value of long-term incentive opportunity for NEOs (except with respect to the CEO’s own compensation) based on benchmark data, as well as Company and individual performance. The CEO's recommendations are subject to review and approval by the Human Resources Committee, which makes the final determination.

  54. USE OF COMPENSATION PEER GROUP DATA

    USE OF COMPENSATION PEER GROUP DATA On an annual basis, the Human Resources Committee undertakes a review of the compensation peers that we use to benchmark executive compensation and market practices and to inform compensation design. The Human Resources Committee utilizes a peer group comprised of companies that meet industry and financial criteria, including: (1) status as a publicly-traded North American company on a major exchange; (2) industrial manufacturer or consumer brand; (3) comparability in size and scope, generally based on revenue, total market capitalization and capital intensity; (4) geographic revenue mix; (5) status as proxy advisor peers and (6) a balanced mix of the key attributes of our business: •Consumer brand; •Lifestyle brand; •Iconic / premium brand; •Capital intensive product offerings; •Large scale industrial manufacturing capabilities; •Dealer network; and •Geographically diverse / global. We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, asset class focus, etc.) and make adjustments accordingly. Based on this review, the Human Resources Committee approved the following compensation peer group for use in 2025 which did not change from 2024:

  55. USE OF COMPENSATION PEER GROUP DATA

    | Brown-Forman Corporation | Polaris Inc. | The Goodyear Tire & Rubber Company | | BRP Inc. | PVH Corp. | The Toro Company | | Brunswick Corporation | RH | Thor Industries, Inc. | | MillerKnoll, Inc. | Somnigroup International Inc. | Winnebago Industries, Inc. | | Molson Coors Beverage Company | Tapestry, Inc. | | | Lululemon Athletica | Textron Inc. | |

  56. USE OF COMPENSATION PEER GROUP DATA

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  57. CLAWBACKS

    CLAWBACKS The Human Resources Committee believes it makes good business sense to reserve the right to claw back, or recover, previously paid compensation or adjust credited compensation in certain circumstances. In August 2023, the Human Resources Committee approved changes to Harley-Davidson’s Clawback Policy, which complies with the applicable SEC clawback rules and NYSE clawback listing standards and also provides authority to recover compensation (including time-vesting equity awards) in connection with certain actions involving the U.S. Department of Justice’s (the “DOJ”) guidance on compensation incentives and clawbacks. The Clawback Policy provides for compensation to be recovered: (i) if the Board or an appropriate Board Committee determines that an executive officer engaged in any fraud or intentional misconduct that was a contributing factor to Harley-Davidson having to restate any financial statements filed with the SEC due to the Company’s material noncompliance with any financial reporting requirement under the securities law and (ii) from an employee who engaged in misconduct under investigation by the DOJ or any person who had supervisory authority over the employee or business area engaged in the misconduct and knew of, or were willfully blind to, the misconduct, in accordance with the DOJ’s guidance on compensation incentives and clawbacks. See our latest Annual Report or 10-K filing on February 26, 2026 for the complete Clawback Policy. Any bonuses paid, or credited to, or any other incentive compensation earned by an executive officer in excess of the amounts that would have been paid or credited to, or earned by, such executive officer during the three-year period preceding the date on which the Company is required to prepare the restatement based directly on the related financial results is subject to recovery under the Clawback Policy.

  58. OVERVIEW OF ELEMENTS

    | Performance Measure | Applicable to | What It Measures | | Combined HDMC and HDFS Operating Income | STIP | Measures HDMC and HDFS profitability. | | Retail Unit Sales | STIP | Measures retail sales growth. | | HDMC Return on Invested Capital | Performance Shares | Measures how effectively and efficiently we manage HDMC capital investments. | | HDMC Revenue | Performance Shares | Measures HDMC revenue from the sale of motorcycles and related products. |

  59. New CEO Compensation Arrangements

    New CEO Compensation Arrangements The Human Resources Committee determined Mr. Starrs’ employment and compensation arrangements for fiscal 2025 and target fiscal 2026 compensation in conjunction with the Committee’s independent compensation consultant. The factors the Committee considered in determining both the amounts and types of compensation included, but were not limited to, Mr. Starrs’ experience in franchise-driven industries, his track record of delivering top and bottom-line growth, his competitive opportunities, his compensation at his prior employer, his first-time experience as a public company CEO, and market compensation for comparable roles within Harley-Davidson’s compensation peer group. We provided nonrecurring cash and RSU awards during fiscal 2025 as a replacement of compensation that Mr. Starrs was expecting to earn but forfeited upon leaving his former employer. In addition, we provided Mr. Starrs with a pro-rated 2025 long-term incentive award in the form of RSUs, in an amount based on the target value of his long-term incentive opportunity that the Human Resources Committee approved for 2026, to create immediate alignment with shareholders and our other NEOs, incentivize growth in Harley-Davidson’s share price, and secure Mr. Starrs’ timely hiring, considering both his outstanding equity and expected future compensation at his prior employer. Mr. Starrs was not eligible to participate in the 2025 STIP. The Committee set target fiscal 2026 annual compensation below market median considering that this position represents Mr. Starrs’ first experience as a public company CEO. The following table summarizes the full-year 2026 compensation arrangements that we documented in Mr. Starrs’ offer letter:

  60. New CEO Compensation Arrangements

    | Pay Element | 2026 Value | Rationale | | Annual Base Salary | $1,200,000 | Provide a market-competitive level of fixed compensation and target annual bonus opportunity | | Annual STIP Target Opportunity | 150% of base salary | | | Annual LTIP Target Opportunity | $6,500,000 | Provide a market-competitive level of long-term equity awards (50% PSUs and 50% RSUs) and performance measures that align with standard practice for senior executives | | Target Total Direct Compensation | $9,500,000 | Positioned below the 50th percentile of the compensation peer group |

  61. New CEO Compensation Arrangements

    | Pay Element | 2025 Value | Rationale | | Cash Sign-on Bonus | $2,000,000 | Intended to compensate Mr. Starrs for equity awards that he forfeited that would have vested within 12 months of the date of the offer letter, plus the value of the annual cash bonus that he forfeited as a result of his departure from his prior employer. | | Make-Whole RSU Award | $4,500,000 | Replace the value of equity awards that he forfeited that would have vested 12+ months after the date of his offer letter. | | Pro-Rata 2025 RSU Award | $1,625,000 | Provide immediate alignment with shareholders and other NEOs, incentivize growth in Harley-Davidson’s share price and induce Mr. Starrs to join Harley-Davidson, considering both his outstanding equity and expected future compensation at his prior employer. |

  62. 2025 SHORT-TERM INCENTIVE PLAN (STIP)

    2025 SHORT-TERM INCENTIVE PLAN (STIP) The Human Resources Committee believes the short-term incentive plan design aligns the incentives of participants with the overall performance of the Company.

  63. Target Opportunities

    Target Opportunities In February 2025, as part of the annual target setting process, the Human Resources Committee reviewed and approved the amount of compensation that we would pay to each NEO (except Messrs. Starrs and Ryan) under the short-term incentive plan, expressed as a percentage of their base salary, if the actual Company performance resulted in a payout at target for 2025. Messrs. Starrs and Ryan were not employees at the time and were not eligible for a 2025 STIP payment based on the terms of their individual offers. The target bonus opportunities for the other NEOs appear below. The design of the short-term incentive plan was such that, if we did not achieve the minimum level of performance for a measure, then there would be no payout relating to that measure. If we achieved the minimum level of performance, the threshold payout was 25% of the target opportunity reflecting that measure’s weighting; performance at or above the upper end of the performance goal would result in a payout of 200% of the target opportunity reflecting that measure’s weighting.

  64. Target Opportunities

    | Named Executive Officer | 2025 Target Bonus Opportunity (% of Base Salary) | | Jochen Zeitz | 118% | | Jonathan Root | 90% | | Jagdish Krishnan | 75% | | Paul Krause | 65% |

  65. Performance Measures

    Performance Measures The short-term incentive plan that the Human Resources Committee approved in February 2025 continued to utilize combined HDMC and HDFS operating income as a performance measure, weighted at 80% and added Retail Sales Units as a second measure, weighted at 20%.

  66. Performance Measures

    | Performance Measure | Applicable to | What It Measures | Weighting | Payout Ranges | | Combined HDMC and HDFS Operating Income | STIP | Measures HDMC and HDFS profitability. | 80% | 0%-200% | | Retail Sales Units | STIP | Measures retail sales growth. | 20% | 0%-200% |

  67. 2025 Performance Achievements and Payouts

    2025 Performance Achievements and Payouts For STIP purposes, we adjusted combined HDMC and HDFS operating income primarily to exclude estimated benefits of certain aspects of the HDFS transaction and, as a result, STIP operating income results were below threshold. Retail Sales Units of 132,535 exceeded the threshold performance level and resulted in a 7.5% weighted payout under that measure. All eligible NEOs received that 7.5% payout.

  68. 2025 Performance Achievements and Payouts

    | Performance Measure (Weight) | Weight | Threshold | Target | Maximum | Actual | Weighted Payout | | STIP Operating Income (100%) ($ in millions) | 80% | $361.0 | $515.0 | $618.0 | Below Threshold | —% | | Retail Sales Units | 20% | 130,000 | 145,000 | 160,000 | 132,535 | 7.5% |

  69. 2025 STIP PAYMENTS

    2025 STIP PAYMENTS The table below illustrates the five-year trend of our STIP payouts. We believe this trend illustrates the pay for performance design of our STIP.

  70. 2025 STIP PAYMENTS

    | | 67 |

  71. 2025 STIP PAYMENTS

    | Financial Component of Short-term Incentive Plan Outcomes |

  72. 2025 LONG-TERM INCENTIVE AWARDS

    2025 LONG-TERM INCENTIVE AWARDS Equity-based awards provide a direct alignment of interests with our shareholders as they deliver value aligned with the upward and downward movement in Harley-Davidson’s share price over the long-term. For 2025, all of our executive officers, including Mr. Zeitz, received long-term incentive awards in two types of equity-based awards that enable the Human Resources Committee to achieve a combination of objectives: •Performance shares enable the Human Resources Committee to incentivize and reward performance in areas critical to our success; and •Restricted stock units help us retain our senior executives, whose experience is critical to the successful execution of our plans and strategies.

  73. Target Opportunities

    Target Opportunities For each NEO, other than Messrs. Starrs and Ryan who joined late in the year and whose compensation arrangements we described above, the Human Resources Committee determined a target value of long-term incentive opportunity, which we express as a percentage of base salary. We granted Mr. Starrs a pro-rated 2025 RSU award based on the target value of his long-term incentive opportunity that the Human Resources Committee approved for 2026. Mr. Ryan was not eligible for a 2025 LTIP award based on the terms of his offer letter. We converted the target value of long-term incentive opportunity for each NEO (other than Messrs. Starrs and Ryan) into an award of performance shares and an award of restricted stock units. For this conversion, we valued each performance share and each restricted stock unit at an amount equal to the closing price of a share of our stock on the date of grant. We granted Mr. Starrs’ pro-rated 2025 LTIP award entirely in restricted stock units given the timing of his hire date.

  74. Target Opportunities

    | Named Executive Officer | Target Award Value (% of Base Salary) | Long-term Incentive Mix | | | | | Performance Shares (50% of Total Target Value) | Restricted Stock Units (50% of Total Target Value) | | Jochen Zeitz | 321% | $3,250,000 | $3,250,000 | | Jonathan Root | 229% | $800,000 | $800,000 | | Jagdish Krishnan | 140% | $402,500 | $402,500 | | Paul Krause | 140% | $385,000 | $385,000 |

  75. Target Opportunities

    The Human Resources Committee decided to change the mix of performance shares from 60% to 50% and restricted stock units from 40% to 50% in 2025. The Committee intended the change in mix to better align the design of our LTIP to competitive peer market practices and to further enhance the retentive value of our LTIP. Mr. Zeitz was retirement-eligible upon his termination of employment in February 2026. Under the terms of our standard award agreements, one-third of Mr. Zeitz’s 2025 RSU grant vested on the one-year anniversary of the grant date. All remaining unvested RSUs were accelerated upon his retirement as Senior Advisor on February 28, 2026. Pursuant to the terms of our standard PSU award agreement, Mr. Zeitz will remain eligible to vest in a pro-rated portion of his 2025 PSU award in February 2028 based on actual performance from 2025 through 2027.

  76. Performance Measures

    Performance Measures The Human Resources Committee approved the measures for the 2025-2027 performance shares in February 2025. The following tables show the measures and weightings. The actual number of performance shares our Named Executive Officers will receive will range from 0% to 200% of the target level that the Human Resources Committee established for each executive, depending on the degree to which we meet the performance objectives and the operation of the modifier that we discuss below.

  77. Performance Measures

    | Performance Measure | Applicable to | What It Measures | Weighting | Payout Ranges | | HDMC Return on Invested Capital | Performance Shares | Measures how effectively and efficiently we manage HDMC capital investments. | 50% | 0%-200% | | HDMC Revenue | Performance Shares | Measures the HDMC revenue from the sale of motorcycles and related products. | 50% | 0%-200% |

  78. 2025 Performance Share Awards

    2025 Performance Share Awards Performance shares allow the executive to earn a specified number of shares of our common stock at the end of the three-year performance period (2025 through 2027) that will range between 0% and 200% of the initial shares awarded. As a result, the number of performance shares an NEO earns is based on Company performance and the value that the NEO realizes is tied to the stock price when the shares vest at the end of the performance period. To the extent awards vest, the participant will also receive the accumulated dividends that have accrued over the performance period, in direct proportion to the number of performance shares that actually vest. For the 2025-2027 performance period, the Human Resources Committee approved performance shares that will reward select participants, including our NEOs other than Messrs. Starrs and Ryan due to the timing of their hire dates, based on our achievement of financial performance goals over the performance period. We will modify the result from our performance up or down within a range of +/-15% using a scale that the Human Resources Committee approved based upon our three-year relative total shareholder return compared to that of five other publicly traded companies in the consumer discretionary transportation space. The following table describes how we define each measure for purpose of calculation.

  79. 2025 Performance Share Awards

    | Performance Measure | Weighting | Definition | | HDMC ROIC | 50% | The quotient obtained by dividing (i) HDMC operating income after tax by (ii) combined HDMC Invested Capital in the year. Invested Capital: the average amount of HDMC debt plus the average amount of HDMC shareholder’s equity, excluding accumulated other comprehensive income or loss for pension and postretirement benefit plans, net of tax. Performance is measured by calculating a 3-year average. | | HDMC Revenue | 50% | Total revenue from HDMC. Performance is measured by calculating the sum of revenue for the 3-year period. |

  80. 2025 Performance Share Awards

    We use the following five companies as the peer group to calculate the total shareholder return (TSR) modifier for the 2025-2027 performance awards: BRP Inc., Brunswick Corporation, Polaris Inc, Thor Industries, Inc. and Winnebago Industries, Inc. This peer group differs from our compensation peer group as it offers more relevant benchmarks to compare our relative performance for compensation purposes.

  81. 2025 Performance Share Awards

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  82. 2025 Restricted Stock Unit Awards

    2025 Restricted Stock Unit Awards Restricted stock unit awards allow the executive to earn a specified number of shares of our common stock at the end of a restricted period. Awards vest in three equal installments on the first, second and third anniversaries of the grant date subject to continued employment. At the time of vesting, the executive will receive dividends that were declared quarterly related to unvested shares. The Human Resources Committee believes that restricted stock unit awards complement our use of performance shares by providing an effective and valuable tool to attract and retain executives. Under the general vesting rules, a recipient who has reached the age of 55 is eligible for retirement and, upon retirement from the Company, will have all awards that were granted 12 or more months prior to the date of retirement vest upon retirement. The awards for all NEOs vest ratably over 3 years.

  83. Payout of the 2023 Performance Share Awards

    Payout of the 2023 Performance Share Awards In 2023, the Human Resources Committee approved grants of performance shares which, subject to performance during 2023, 2024 and 2025, were eligible for vesting in a range between 0% and 200% of the initial award amount. Our performance was assessed against four performance measures for 2023 and 2024 and two performance measures for 2025, tied to our areas of long-term strategic focus based on the average achievement of stakeholder-based performance goals for each year during the three-year performance period. The average three-year result was then subject to modification up or down within a range of +/-15% based upon our three-year relative total shareholder return compared to that of five other publicly-traded companies in the consumer discretionary transportation space using a scale that the Human Resources Committee approved in 2023. The following graph shows the results of each performance measure each year and the cumulative percentage that we actually achieved. As previously noted, participants earned 2023-2025 performance shares at 52.5% of target, which was the percentage after application of a negative modifier of 15% based upon our three-year relative total shareholder return compared to that of the peer group.

  84. Payout of the 2023 Performance Share Awards

    | | | Preliminary payout as % of Target | | | | | | Performance Measure | Weight | 2023 | 2024 | 2025 | Achievement % | TSR Modifier | | ROIC | 25% | 17.5% | —% | 0% | 5.8% | Modifier Result -15% | | Revenue | 25% | 20.6% | 19.3% | 37% | 25.7% | | | HDI Employee Engagement | 25% | 20.8% | 27.1% | N/A | 24.0% | | | HDI Workforce Representation | 25% | —% | 12.6% | N/A | 6% | | | Total | 100% | 58.9% | 59.0% | 37.3% | 61.8% | 52.5% |

  85. Payout of the 2023 Performance Share Awards

    Note: ROIC and Revenue include HDMC only. The Committee removed HDI employee engagement and HDI workforce representation for 2025.

  86. Payout of the 2023 Performance Share Awards

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  87. Payout of the 2023 Performance Share Awards

    The peer group for the 2023-2025 performance awards that we used to calculate the Total Shareholder Return (TSR) modifier consisted of the following five companies: BRP Inc., Brunswick Corporation, Polaris Inc., Thor Industries, Inc. and Winnebago Industries, Inc. Below is the modifier scale that the Human Resources Committee approved in 2023.

  88. Payout of the 2023 Performance Share Awards

    | Harley-Davidson Rank | Modifier | Harley-Davidson Cumulative TSR and Rank Throughout the Performance Period | | | | | | 2023 | 2023-24 | 2023-25 (Final) | | 1 | +15% | 2.0% Rank = 4 | -11.6% Rank = 2 | -46.4% Rank = 6 | | 2 | +10% | | | | | 3 | +5% | | | | | 4 | 0 | | | | | 5 | (7.5)% | | | | | 6 | (15)% | | | |

  89. Payout of the 2023 Performance Share Awards

    Harley-Davidson's 2023-2025 TSR of -46.4%, which is what we used to calculate the TSR modifier, placed the Company 6th out of the 6 companies which resulted in a final pay modifier of -15%. For reference, we share above where our TSR ranked at year-end 2023 and 2024. TSR reflects stock price appreciation and dividend reinvestment each year over the three-year performance period. We calculated TSR consistently for the Company and each of the peer companies.

  90. WIN Stock Options Vested in 2025

    WIN Stock Options Vested in 2025 We granted WIN stock options to Mr. Zeitz in December 2021. Based on our stock price relative to performance goals and because Mr. Zeitz remained employed through December 31, 2023, 124,950 options were exercisable at that date at an exercise price of $36.63 and a 6-year term. Because Mr. Zeitz remained employed as CEO through December 31, 2024, and because the highest 10-day average stock price that we achieved since we granted the WIN stock options was $49.46 (which we achieved on February 15, 2023 and which exceeded the first stock price hurdle of $45.00 under the stock options), an additional 64,400 options became exercisable on December 31, 2024 with the same $36.63 exercise price. All of the vested stock options now have the remainder of the full 10-year term to exercise. No additional stock price performance hurdles were achieved, and no additional options became exercisable, in 2025. Mr. Zeitz has until December 31, 2026 to earn additional stock options based on achievement of the share price hurdle of $50.00.

  91. 2022 Aspirational Incentive Plan

    2022 Aspirational Incentive Plan In 2022, select NEOs received Aspirational Incentive Plan (AIP) grants that would be earned upon future achievement of aggressive stock price growth goals through the end of 2025. At the end of 2025, the highest 30-day average stock price that we achieved since granting the AIP Performance Shares did not reach the first threshold of $70.00, so none of the eligible NEOs earned any AIP Performance Shares. Accordingly, all of the AIP shares granted in 2022 were forfeited and none of the eligible NEOs earned any value from the AIP shares.

  92. One-Time Awards Granted in 2025

    One-Time Awards Granted in 2025 Cash Sign‑On Bonuses: Messrs. Starrs and Ryan received cash sign‑on bonuses of $2,000,000 and $1,130,000, respectively, each subject to repayment if the executive voluntarily departs within 12 months. We intended these one‑time payments to replace forfeited equity and annual bonus opportunities from their former employers. RSU Grants: Messrs. Starrs and Ryan received grants of RSUs valued at $4,500,000 and $1,400,000, respectively. We intended these one-time grants to replace the value of forfeited equity award that would have vested 12 plus months after the date of hire. In addition, Mr. Starrs received a pro-rata 2025 RSU award valued at $1,625,000 to provide immediate alignment with shareholders and other NEOs, incentivize growth in Harley-Davidson’s share price and induce Mr. Starrs to join Harley-Davidson, considering both his outstanding equity and expected future compensation at his prior employer.

  93. EQUITY AWARD AND GRANT PRACTICES

    EQUITY AWARD AND GRANT PRACTICES We make awards of equity to certain employees, including our NEOs and our non-employee Directors, under an established process that the Human Resources Committee has approved using shareholder-approved stock plans. Annual equity awards to employees historically have taken place in February after the release of fourth-quarter earnings, at which time the “window” for effecting transactions in our stock is generally open for those employees who may, through their job responsibilities, have access to material non-public information. Except as the Committee may otherwise determine in each specific instance, off-cycle equity award grants may only be effective on dates during an open window period and occur after the CEO or Human Resources Committee determines that an individual is deserving of an award because: (i) an eligible employee is a recent hire; (ii) an employee has excelled in their role; (iii) an eligible employee is promoted to a new position (which is stock eligible); (iv) an eligible employee is highly valued and management wants to retain the individual; or (v) an eligible employee was inadvertently omitted from the annual award list. The Human Resources Committee does not take into account material non-public information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  94. TRANSITION AGREEMENTS AND CHANGE OF CONTROL

    TRANSITION AGREEMENTS AND CHANGE OF CONTROL On December 31, 2025, we had Transition Agreements with Messrs. Starrs, Root, Krause and Krishnan, which become effective upon a change of control of Harley-Davidson, Inc. as defined in their Transition Agreements. In the agreements with these NEOs, to the extent that payments to these executives under these agreements would be considered “excess parachute payments” as defined in Section 280G of the Internal Revenue Code, the payments will be reduced to a point at which they are no longer considered excess parachute payments or the executive will receive the full payment and be personally liable for the excise tax, whichever produces the larger after-tax benefit to the executive. The Transition Agreements do not provide for the payment of an excise tax gross-up or any benefits in the event the executive voluntarily terminates their employment for any reason after a change of control. There is no immediate vesting of equity awards upon a change of control for NEOs who are parties to Transition Agreements. We believe the circumstances that entitle an individual to payments upon termination of employment following a change of control strike the appropriate balance between protecting the interests of our shareholders and our executives. The table in the “Payments Made Upon Termination-Change of Control” section provides estimates of the amounts of compensation payable to each eligible NEO, if any, upon a change of control and termination of the executive. The assumptions we used to calculate those amounts accompany the Change of Control table.

  95. EXECUTIVE SEVERANCE

    EXECUTIVE SEVERANCE All NEOs are covered under our Executive Severance Plan that, if we terminate employment for reasons other than for cause, provides for a base salary continuation benefit of 24 months, prorated annual incentive plan payment and a lump sum payment for medical, dental and vision benefit plans based on the number of months of severance, and the Company’s contribution for such benefits, as well as a payment in lieu of outplacement benefits. To receive a severance payment under this Plan, the executive must execute a general release of claims against the Company and agree to certain restrictive covenants.

  96. EXECUTIVE SEVERANCE

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  97. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  98. 2025 Summary Compensation Table

    | Name and Principal Position (1) (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (2) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (3) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (4) (i) | Total ($) (j) | | Artie Starrs President and Chief Executive Officer | 2025 | $304,000 | $2,000,000 | $6,125,019 | $— | $— | $— | $162,971 | $8,591,990 | | Jochen Zeitz Former Chairman, President and Chief Executive Officer | 2025 | $1,531,000 | $— | $6,610,699 | $— | $135,000 | $— | $442,500 | $8,719,199 | | | 2024 | $1,950,000 | $— | $6,500,014 | $— | $— | $— | $695,531 | $9,145,545 | | | 2023 | $1,948,000 | $— | $6,500,029 | $— | $3,093,600 | $— | $411,651 | $11,953,280 | | Jonathan Root Chief Financial and Commercial Officer | 2025 | $693,000 | $— | $1,674,144 | $— | $46,467 | $— | $50,462 | $2,464,073 | | | 2024 | $575,000 | $— | $957,351 | $— | $— | $— | $49,938 | $1,582,289 | | | 2023 | $503,000 | $— | $490,475 | $— | $249,689 | $— | $51,462 | $1,294,626 | | Matt Ryan Chief Marketing and Technology Officer | 2025 | $45,000 | $1,130,000 | $1,400,009 | $— | $— | $— | $18,868 | $2,593,877 | | Jagdish Krishnan Former Chief Digital and Operations Officer | 2025 | $594,000 | $— | $895,881 | $— | $33,638 | $— | $55,551 | $1,579,070 | | | 2024 | $575,000 | $— | $1,033,889 | $— | $— | $— | $55,129 | $1,664,018 | | | 2023 | $562,000 | $— | $794,675 | $— | $276,893 | $— | $62,850 | $1,696,418 | | Paul Krause Chief Legal, Compliance, and Corporate Affairs Officer and Corporate Secretary | 2025 | $549,000 | $— | $845,947 | $— | $26,813 | $— | $46,233 | $1,467,993 | | | 2024 | $515,000 | $— | $753,467 | $— | $— | $— | $49,842 | $1,318,309 | | | 2023 | $474,000 | $— | $602,834 | $— | $205,010 | $— | $69,662 | $1,351,506 |

  99. 2025 Summary Compensation Table

    (1)Mr. Starrs and Mr. Ryan joined the Company effective October 1, 2025 and December 8, 2025, respectively. The Company did not report compensation for Mr. Starrs or Mr. Ryan for fiscal years prior to 2025 because they were not employed by the Company during those periods. (2)We calculated the compensation related to stock (restricted stock units and performance shares) based on the grant date fair value of an award as determined pursuant to Accounting Standards Codification Topic 718 ("ASC 718"). We based the grant date fair value of restricted stock unit awards on the market price of the underlying stock as of the date of grant (which considers the value of dividend equivalents that the holder is entitled to receive). The grant date fair values of the performance shares were determined using a Monte Carlo simulation on the date of grant pursuant to ASC 718. Refer to Note 16 of our financial statements included in our 2025 Annual Report on Form 10-K for details regarding assumptions we used to value the performance shares. The value included in the summary compensation table is based on achieving the performance objectives at target. The maximum performance share award value for 2025 grants of performance share awards, based on the grant date fair value per performance share, is 200% of the target amount, which equates to the following amounts based on our stock price on the date of grant: Mr. Zeitz - $6,721,384, Mr. Root - $1,748,240, Mr. Krishnan - $986,742 and Mr. Krause - $921,878. (3)The amount in this column for 2025 includes the amounts each NEO earned under their STIP award for 2025 which we paid during 2026. This column shows compensation for the year in which it was earned, even if we paid the amount during the following year.

  100. 2025 Summary Compensation Table

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  101. 2025 Summary Compensation Table

    (4)All other compensation in 2025 consisted of the following:

  102. 2025 Summary Compensation Table

    | | 401(k) Plan Contribution | Deferred Compensation Plan Contribution | Aircraft Usage(i) | Relocation Benefits | Total | | Artie Starrs | $— | $— | $— | $162,971 | $162,971 | | Jochen Zeitz | $29,550 | $129,669 | $283,281 | $— | $442,500 | | Jonathan Root | $29,550 | $20,912 | $— | $— | $50,462 | | Matt Ryan | $— | $— | $— | $18,868 | $18,868 | | Jagdish Krishnan | $29,550 | $26,001 | $— | $— | $55,551 | | Paul Krause | $29,550 | $16,683 | $— | $— | $46,233 |

  103. 2025 Summary Compensation Table

    (i)Compensation for executive aircraft usage is based on the incremental cost to the Company for use of the company-leased aircraft. Incremental cost was calculated based on third-party charges that related to executive aircraft usage flight hours.

  104. 2025 Summary Compensation Table

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  105. Grants of Plan Based Awards for 2025

    Grants of Plan Based Awards for 2025

  106. Grants of Plan Based Awards for 2025

    | Name (a) | | Award Date(4) | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) (i) | All Other Option Awards: Number of Secur- ities Under- Lying Option (#) (j) | Exer- cise or Base Price of Option Awards ($/sh) (k) | Grant Date Fair Value Of Stock and Option Awards (l) | | | | | | Thres- Hold ($) (c) | Target ($) (d) | Maximum ($) (e) | Thres- Hold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Artie Starrs | STIP | 02/06/25 | 02/06/25 | $— | $— | $— | | | | | | | | | | RSUs | 11/05/25 | 11/05/25 | | | | | | | 240,858 | | | $6,125,019 | | Jochen Zeitz | STIP | 02/06/25 | 02/06/25 | $120,000 | $2,400,000 | $4,800,000 | | | | | | | | | | Performance Shares | 02/06/25 | 02/06/25 | | | | 60,816 | 121,632 | 243,264 | | | | $3,360,692 | | | RSUs | 02/06/25 | 02/06/25 | | | | | | | 121,632 | | | $3,250,007 | | Jonathan Root | STIP | 02/06/25 | 02/06/25 | $31,500 | $630,000 | $1,260,000 | | | | | | | | | | Performance Shares | 02/09/23 | 02/05/25 | | | | 889 | 1,778 | 3,556 | | | | $46,850 | | | Performance Shares | 02/06/25 | 02/06/25 | | | | 14,971 | 29,941 | 59,882 | | | | $827,270 | | | RSUs | 02/06/25 | 02/06/25 | | | | | | | 29,941 | | | $800,024 | | Matt Ryan | STIP | 02/06/25 | 02/06/25 | $— | $— | $— | | | | | | | | | | RSUs | 12/08/25 | 12/08/25 | | | | | | | 62,195 | | | $1,400,009 | | Jagdish Krishnan | STIP | 02/06/25 | 02/06/25 | $22,425 | $448,500 | $897,000 | | | | | | | | | | Performance Shares | 02/09/23 | 02/05/25 | | | | 1,464 | 2,928 | 5,856 | | | | $77,153 | | | Performance Shares | 02/06/25 | 02/06/25 | | | | 7,532 | 15,064 | 30,128 | | | | $416,218 | | | RSUs | 02/06/25 | 02/06/25 | | | | | | | 15,064 | | | $402,510 | | Paul Krause | STIP | 02/06/25 | 02/06/25 | $17,875 | $357,500 | $715,000 | | | | | | | | | | Performance Shares | 02/09/23 | 02/05/25 | | | | 1,192 | 2,384 | 4,768 | | | | $62,818 | | | Performance Shares | 02/06/25 | 02/06/25 | | | | 7,205 | 14,409 | 28,818 | | | | $398,121 | | | RSUs | 02/06/25 | 02/06/25 | | | | | | | 14,409 | | | $385,008 |

  107. Grants of Plan Based Awards for 2025

    (1)In February 2025, the Human Resources Committee formally approved the STIP relating to 2025 performance. Under this plan, each eligible NEO had the potential to earn the estimated future payouts that we disclose above during 2025. We include further details regarding this plan, including information on performance criteria, in the “2025 Short-Term Incentive Plan” section of the “Compensation Discussion and Analysis.” (2)Performance shares shown as granted in 2025 include the performance share award approved in 2025, which included performance goals for a cumulative 3-year period, as well as one-third of the performance share award approved in 2023, which included separate performance goals for each year of the awards. Under ASC 718, shares are not considered granted until the grantor and grantee reach a mutual understanding of the key terms and conditions of the award. Therefore, the total performance share awards approved in 2023 were considered granted in three equal amounts on the dates the annual performance goals for each fiscal year were communicated. The performance shares allow NEOs to earn a specified number of shares of our common stock at the end of a three-year performance period that will range between 0% and 200% of the target level award amount. For the awards approved in 2025, the number of shares of our stock that the NEO will earn under the award will be based on the Company's achievement of internal performance goals over a three-year performance period modified by the Company's relative total shareholder return performance compared to a predetermined peer group, measured over the same three-year performance period. For the awards approved in 2023, the number of shares of our stock that the NEO will earn under each award will be based on the Company's average achievement of internal performance goals for each fiscal year during the award's 3-year performance period modified by the Company's relative total shareholder return performance compared to a predetermined peer group, measured over the same three-year performance period. For the awards approved in 2023, the annual performance goals for each fiscal year were established and communicated to the NEO at the beginning of the fiscal year. The performance measures for the 2025 fiscal year relate to HDMC return on invested capital and HDMC revenue and are subject to the total shareholder return modifier. We discuss these measures under “2025 Long-Term Incentive Awards” in the “Compensation Discussion and Analysis.” Earned shares will vest only if the individual remains an employee through the vesting date or certain other circumstances apply. To the extent that these awards vest, the participant will receive the accumulated dividends that have accrued over the performance period in direct proportion to the number of performance shares that actually vest.

  108. Grants of Plan Based Awards for 2025

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  109. Grants of Plan Based Awards for 2025

    (3)Restricted stock unit awards allow NEOs to receive shares of our common stock in the future only after the awards vest, which will occur only if the individual remains an employee through the vesting date or certain other circumstances apply. The restricted stock unit awards granted to NEOs vest in three equal annual installments beginning one year after the grant date. To the extent that these awards vest, the participant will receive the accumulated dividends that have accrued over the service period. Under the vesting rules of our restricted stock unit awards, a recipient who is at least 55 years old, is eligible for retirement and retires from the Company will have all awards that were granted 12 or more months prior to the date of retirement vest upon retirement. (4)The date the Human Resources Committee initially took action to approve the award. As noted in note (2), certain performance shares shown as granted in 2025 were approved in 2023 but were not considered granted until the annual performance goals were communicated by the Company to the NEO in 2025.

  110. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE For 2025, we maintained the following executive compensation elements and plans for our NEOs: •Base salary; •Annual cash incentive compensation; •Long-term incentive stock awards; •Retirement and savings plans; •Non-qualified Deferred Compensation Plan; and •Other employee benefits and other non-cash compensation. We include further details regarding these plans and elements of our program, including information on performance criteria and vesting provisions, in the "2025 Compensation Decisions and Outcomes" section of the "Compensation Discussion and Analysis."

  111. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

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  112. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025

  113. Outstanding Equity Awards at December 31, 2025

    | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (1) (b) | | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (1) (d) | | Option Exercise Price ($) (e) | Option Expiration Date (f) | | Number of Shares or Units of Stock That Have Not Vested (#) (2) (4) (g) | | Market Value Of Shares Or Units of Stock That Have Not Vested ($) (2) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (3) (4) (i) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units Or Other Rights That Have Not Vested ($) (3) (j) | | Artie Starrs | | — | — | | — | | | | | 240,858 | $4,935,180 | | — | $— | | Jochen Zeitz | | 189,350 | — | | 310,650 | $36.63 | | 12/01/31 | | 294,845 | $6,041,374 | | 51,696 | $1,059,251 | | Jonathan Root | | — | — | | — | | | | | 40,266 | $825,050 | | 19,329 | $396,051 | | Matt Ryan | | — | — | | — | | | | | 62,195 | $1,274,376 | | — | $— | | Jagdish Krishnan | | — | — | | — | | | | | 27,968 | $573,064 | | 13,006 | $266,493 | | Paul Krause | | — | — | | — | | | | | 24,242 | $496,719 | | 10,800 | $221,292 |

  114. Outstanding Equity Awards at December 31, 2025

    (1)We granted WIN stock options to Mr. Zeitz in December 2021. Based on our stock price relative to performance goals and because Mr. Zeitz remained employed through December 31, 2023, 124,950 options were exercisable at that date with at an exercise price of $36.63 and a 6-year term. Because Mr. Zeitz remained employed as CEO through December 31, 2024 and because the highest 10-day average stock price that we achieved since we granted the WIN stock options was $49.46 (which we achieved on February 15, 2023 and which exceeded the first stock price hurdle of $45.00 under the stock options), an additional 64,400 options became exercisable on December 31, 2024 with the same $36.63 exercise price, and all of the stock options now have a full 10-year term to exercise. (2)The amounts in this column consist of unvested restricted stock units and earned, but unvested performance shares. The value of the awards in this column is based on the closing price of Harley-Davidson’s common stock on December 31, 2025. (3)The amounts in this column consist of unearned performance shares. The value disclosed is based on actual performance achieved for each of the underlying performance measures through December 31, 2025. If actual performance was less than threshold, then the value disclosed is based on achieving threshold performance. If actual performance exceeded threshold, then the value of shares disclosed is based on achieving target performance. The value of remaining shares related to measures with actual performance that exceeded target is disclosed based on achieving maximum performance. The value of shares was based on the closing price of Harley-Davidson’s common stock on December 31, 2025.

  115. Outstanding Equity Awards at December 31, 2025

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  116. Outstanding Equity Awards at December 31, 2025

    (4)RSUs and performance shares vest as follows:

  117. Outstanding Equity Awards at December 31, 2025

    | | RSU & Earned Performance Share Vesting Date | Number of RSUs & Earned Performance Shares | Unearned Performance Shares Vesting Date | Number of Unearned Performance Shares | | Artie Starrs | November 2026 | 80,285 | | | | | November 2027 | 80,286 | | | | | November 2028 | 80,287 | | | | Jochen Zeitz | February 2026 | 149,804 | | | | | February 2027 | 104,496 | | | | | February 2028 | 40,545 | February 2028 | 51,696 | | Jonathan Root | February 2026 | 17,136 | | | | | February 2027 | 13,149 | February 2027 | 6,603 | | | February 2028 | 9,981 | February 2028 | 12,726 | | Matt Ryan | December 2026 | 20,731 | | | | | December 2027 | 20,732 | | | | | December 2028 | 20,732 | | | | Jagdish Krishnan | February 2026 | 14,756 | | | | | February 2027 | 8,190 | February 2027 | 6,603 | | | February 2028 | 5,022 | February 2028 | 6,403 | | Paul Krause | February 2026 | 12,391 | | | | | February 2027 | 7,047 | February 2027 | 4,674 | | | February 2028 | 4,804 | February 2028 | 6,126 |

  118. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025

  119. Option Exercises and Stock Vested in 2025

    | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Artie Starrs | — | $— | — | $— | | Jochen Zeitz | — | $— | 109,260 | $2,930,353 | | Jonathan Root | — | $— | 10,960 | $293,417 | | Matt Ryan | — | $— | — | $— | | Jagdish Krishnan | — | $— | 15,456 | $413,701 | | Paul Krause | — | $— | 12,225 | $327,201 |

  120. Pension Benefits

    Pension Benefits We maintain the Harley-Davidson Retirement Annuity Plan which is a noncontributory defined benefit pension plan. Under the Plan, our eligible salaried employees are generally eligible to retire with unreduced benefits at age 62 or later. The plan was closed to new participants in 2006 and benefit accruals under the Plan ceased after December 31, 2024. Based on tenure, none of our NEOs were eligible to participate in the Harley-Davidson Retirement Annuity Plan.

  121. Pension Benefits

    | | 79 |

  122. 2025 Non-qualified Deferred Compensation

    2025 Non-qualified Deferred Compensation

  123. 2025 Non-qualified Deferred Compensation

    | NAME (a) | Executive Contribution in Last FY ($) (1) (b) | Registrant Contributions in Last FY ($) (2) (c) | Aggregate Earnings in Last FY ($) (3) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (4) (f) | | Artie Starrs | $— | $— | $— | $— | $— | | Jochen Zeitz | $— | $129,669 | $244,108 | $— | $1,351,841 | | Jonathan Root | $6,880 | $20,912 | $48,658 | $— | $318,948 | | Matt Ryan | $— | $— | $— | $— | $— | | Jagdish Krishnan | $— | $26,001 | $64,442 | $— | $447,070 | | Paul Krause | $— | $16,683 | $21,556 | $— | $141,257 |

  124. 2025 Non-qualified Deferred Compensation

    (1)Executive contributions to this Plan represent compensation from salary and non-equity incentive plans that NEOs earned but elected to defer. The entire executive contribution is therefore included in the NEO’s compensation reported in the Summary Compensation Table. (2)Employees of HDMC, including all NEOs, hired after August 1, 2006 received a matching contribution of up to 75% of their Deferred Compensation Plan contributions (including contributions to the Company’s 401(k) Plans and its Non-Qualified Deferred Compensation Plans) on the first 6% of cash compensation (salary and STIP pay) that was deferred. In addition, HDMC employees with a date of hire or rehire on or after August 1, 2006 who are not covered under the Harley-Davidson Retirement Annuity Plan after August 1, 2006, including all NEOs, may receive an additional employer contribution of 4% of their eligible pay from the preceding year. The total amount of employer contributions for each NEO that is included in the non-qualified deferred compensation plan is equal to the total contribution less the amount contributed to each such NEO’s 401(k) account. All amounts shown as registrant contributions are included in the NEO’s compensation reported in the Summary Compensation Table. (3)Executives have the option of allocating their deferred compensation balances across several different independent third-party investment vehicles. No amounts of aggregate earnings for the last fiscal year or for prior years have been included in the Summary Compensation Table. (4)Amounts included in the aggregate balance that have been reported in the Summary Compensation Table for previous years were as follows: Mr. Zeitz - $613,124, Mr. Root - $64,876, Mr. Krishnan - $231,354 and Mr. Krause - $74,429. We include a description of the HDI Deferred Compensation Plan in the “Compensation Discussion and Analysis.”

  125. TREATMENT OF CERTAIN BENEFITS UPON RETIREMENT

    | Year | Summary Compensation Table Total for First PEO (1) | Summary Compensation Table Total For Second PEO (2) | Compensation Actually Paid To First PEO (1)(6) | Compensation Actually Paid To Second PEO (2)(6) | Average Summary Compensation Table Total For Non-PEO NEOs (3) | Average Compensation Actually Paid To Non-PEO NEOs (3)(6) | Value of Initial Fixed $100 Investment Based on: | | Net Income (5) | Operating Income (5) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (4) | | | | 2025 | $8,591,990 | $8,719,199 | $7,445,505 | $1,135,482 | $2,026,253 | $1,377,656 | $62 | $129 | $338,738 | $386,635 | | 2024 | $9,145,545 | N/A | $(3,139,105) | N/A | $1,427,257 | $421,572 | $88 | $137 | $455,357 | $416,627 | | 2023 | $11,953,280 | N/A | $(13,936,969) | N/A | $1,297,088 | $(792,952) | $105 | $125 | $706,586 | $779,084 | | 2022 | $43,324,864 | N/A | $43,851,203 | N/A | $3,870,881 | $3,932,610 | $117 | $101 | $741,408 | $909,278 | | 2021 | $18,105,568 | N/A | $22,396,080 | N/A | $1,835,603 | $1,927,582 | $104 | $128 | $650,024 | $823,439 |

  126. Pay Versus Performance

    Pay Versus Performance

  127. Pay Versus Performance

    | | Year | Year-End Fair Value of Equity Awards Granted During the Year | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards That Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Stock Awards Not Otherwise Reflected in the Fair Value or Total Compensation | Total equity Award Adjustments | | First PEO | 2025 | $4,935,180 | $— | $— | $— | $— | $43,354 | $4,978,534 | | | 2024 | $5,780,561 | $(11,453,788) | $— | $453 | $— | $(111,862) | $(5,784,636) | | | 2023 | $5,007,440 | $(24,719,926) | $— | $(8,435) | $— | $330,701 | $(19,390,220) | | | 2022 | $37,339,227 | $1,785,000 | $— | $(379,887) | $— | $189,534 | $38,933,874 | | | 2021 | $13,805,685 | $— | $— | $2,776,988 | $— | $142,869 | $16,725,542 | | Second PEO | 2025 | $3,287,426 | $(3,710,721) | $— | $(361,657) | $(420,000) | $231,934 | $(973,018) | | Non-PEO NEOs | 2025 | $739,125 | $(151,485) | $— | $(30,869) | $(22,400) | $21,028 | $555,399 | | | 2024 | $508,520 | $(632,602) | $— | $(36,290) | $— | $6,903 | $(153,469) | | | 2023 | $303,684 | $(1,233,360) | $— | $22,716 | $(589,003) | $2,833 | $(1,493,130) | | | 2022 | $2,916,948 | $45,811 | $— | $(633) | $— | $14,448 | $2,976,574 | | | 2021 | $512,012 | $19,314 | $— | $(32,934) | $— | $6,705 | $505,097 |

  128. Pay Versus Performance

    Total Shareholder Return is cumulative from the final trading day of 2020 to the final trading day of the applicable year and assumes dividends are reinvested on the ex-dividend date. The peer group referenced in the table reflects the S&P 400 Consumer Discretionary Index. CAP has been determined under the SEC-defined methodology. For equity-based compensation, in addition to equity that has vested in the applicable year, CAP includes the change in fair value for unvested awards. Importantly, these unvested award values have not actually been realized by the executive.

  129. Pay Versus Performance

    | CAP vs. Total Shareholder Return (TSR) |

  130. Pay Versus Performance

    | | First PEO CAP | | Non-PEO NEOs CAP | | Second PEO CAP | | H-D TSR | | Peer Group TSR |

  131. Pay Versus Performance

    •TSR is a performance measure the Human Resources Committee reviews when determining executive compensation and is included in the PVP Table above as required. •Our performance shares include relative TSR as a measure. •This table illustrates the relationship between CAP and TSR.

  132. Pay Versus Performance

    | | 87 |

  133. Pay Versus Performance

    Pay Versus Performance

  134. Pay Versus Performance

    | CAP vs. Net Income |

  135. Pay Versus Performance

    | | First PEO CAP | | Non-PEO NEOs CAP | | Second PEO CAP | | Net Income |

  136. Pay Versus Performance

    •Net income is not a performance measure we use when setting executive compensation, but it is included in the PVP Table above as required. •This table illustrates the relationship between CAP and net income.

  137. Pay Versus Performance

    | CAP vs. Operating Income |

  138. Pay Versus Performance

    | | First PEO CAP | | Non-PEO NEOs CAP | | Second PEO CAP | | Operating Income |

  139. Pay Versus Performance

    •The Company-selected measure we used to link CAP to Company performance during the most recently completed fiscal year is operating income. •Operating income was the sole financial measure in our short-term incentive plan and, as an earnings measure, is a driver of stock price performance. •This illustrates the relationship between CAP and operating income.