Krause Paul J 4

4 · HARLEY-DAVIDSON, INC. · Filed Feb 9, 2026

AI-generated summary of this filing

Updated Feb 9, 2026

Harley-Davidson (HOG) Chief Legal Officer Paul Krause Exercises RSUs

What Happened

Paul J. Krause, Chief Legal Officer of Harley‑Davidson, converted restricted stock units (RSUs) into 8,635 shares across Feb 5–9, 2026 (no cash exercise price). To cover tax obligations, 4,357 of those shares were withheld/disposed under tax withholding rules for total proceeds of $88,130 (three withholdings: 1,174 @ $20.51 = $24,079; 2,435 @ $20.01 = $48,724; 748 @ $20.49 = $15,327). These transactions are routine vesting/conversion and tax-withholding, not open-market purchases.

Key Details

Transaction dates: Feb 5, 2026; Feb 6, 2026; Feb 9, 2026. Filing date: Feb 9, 2026.
What converted: 2,243; 4,802; and 1,590 RSUs were converted to shares (total 8,635).
Tax-withheld/disposed: 1,174; 2,435; and 748 shares (total 4,357) at prices shown above, netting ~$88,130.
Acquisition cost reported as $0 per share for the conversions (RSUs vesting).
Footnotes: F2 — each RSU equals one share and vests subject to forfeiture (one‑third on each of the first three anniversaries). F1 notes 401(k) plan balance data (not directly related to these RSU conversions).
Filing appears timely (no late‑filing indicator shown).

Context

These were conversions of restricted stock units (derivative conversion), not open‑market purchases or sales for investment. The withheld/disposed shares reflect tax withholding (similar to a cashless settlement) rather than a voluntary sale that signals a change in investment view.
Routine vesting and tax-withholding transactions are common for executives and typically reflect compensation mechanics rather than market-driven insider buying or selling.

Form 4

Period: 2026-02-05

Chief Legal Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-05+2,243→ 27,550 total
Tax Payment
Common Stock
2026-02-05$20.51/sh−1,174$24,079→ 26,376 total
Exercise/Conversion
Common Stock
2026-02-06+4,802→ 31,178 total
Tax Payment
Common Stock
2026-02-06$20.01/sh−2,435$48,724→ 28,743 total
Exercise/Conversion
Common Stock
2026-02-09+1,590→ 30,333 total
Tax Payment
Common Stock
2026-02-09$20.49/sh−748$15,327→ 29,585 total
Exercise/Conversion
Restricted Stock Units
[F2]
2026-02-05−2,243→ 2,244 total
Exercise: $0.00From: 2025-02-05Exp: 2027-02-05→ Common Stock (2,243 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-02-06−4,802→ 9,607 total
Exercise: $0.00From: 2026-02-06Exp: 2028-02-06→ Common Stock (4,802 underlying)
Exercise/Conversion
Restricted Stock Units
[F2]
2026-02-09−1,590→ 0 total
Exercise: $0.00From: 2024-02-09Exp: 2026-02-09→ Common Stock (1,590 underlying)

Holdings

Footnotes (2)

[F1]Balance reflects the most current data available with regard to holdings in the 401(k) Plan.
[F2]Each restricted stock unit represents a contingent right to receive one share of stock. One-third of the units granted vest on each of the first three anniversaries of the date of grant. Units are subject to forfeiture until vested.

Signature

/s/ Paul J. Krause, as Power of Attorney|2026-02-09

1 file