HARLEY-DAVIDSON, INC.·4

Feb 9, 6:07 PM ET

Termaat Tori 4

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

Research Summary

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Harley-Davidson (HOG) CHRO Tori Termaat Exercises RSUs; Shares Withheld

What Happened
Tori Termaat, Chief Human Resources Officer at Harley-Davidson (HOG), had restricted stock units (RSUs) convert to common shares on Feb 5, 6 and 9, 2026. A total of 5,732 shares were acquired via conversion (1,515 on 2/5; 3,143 on 2/6; 1,074 on 2/9) at a $0.00 exercise price (typical for RSU vesting). To satisfy tax withholding obligations, 2,999 shares were disposed (withheld) as payment: 793 shares at $20.51 ($16,264), 1,644 shares at $20.01 ($32,896) and 562 shares at $20.49 ($11,515), totaling $60,675. Net shares added from these transactions = 2,733 shares.

Key Details

  • Transaction types: M = exercise/conversion of derivative (RSU conversion); F = shares withheld to pay tax liability.
  • Dates & prices: 2/5/2026 (1,515 acquired; 793 withheld at $20.51), 2/6/2026 (3,143 acquired; 1,644 withheld at $20.01), 2/9/2026 (1,074 acquired; 562 withheld at $20.49).
  • Total acquired: 5,732 shares; total withheld/disposed: 2,999 shares; net increase = 2,733 shares.
  • Cash value of withheld shares (tax payment): $60,675.
  • Shares owned after the transactions: not specified in the provided excerpt of the filing.
  • Footnotes: F1 notes 401(k) plan balance information; F2 explains each restricted stock unit vests in thirds over three years and is forfeitable until vested.
  • Filing: Report filed 2026-02-09 and covers actions on Feb 5–9, 2026 (no late-filing flag shown in the provided data).

Context
These entries reflect routine RSU vesting and tax-withholding (shares withheld/retained to cover tax liabilities), not an open-market sale for diversification. Exercise price reported as $0.00 indicates conversion of RSUs rather than option purchases. Such withholding is common and does not necessarily indicate a change in the insider’s view of the company.

Insider Transaction Report

Form 4
Period: 2026-02-05
Termaat Tori
Chief Human Resources Officer
Transactions
  • Exercise/Conversion

    Common Stock

    2026-02-05+1,51514,244 total
  • Tax Payment

    Common Stock

    2026-02-05$20.51/sh793$16,26413,451 total
  • Exercise/Conversion

    Common Stock

    2026-02-06+3,14316,594 total
  • Tax Payment

    Common Stock

    2026-02-06$20.01/sh1,644$32,89614,950 total
  • Exercise/Conversion

    Common Stock

    2026-02-09+1,07416,024 total
  • Tax Payment

    Common Stock

    2026-02-09$20.49/sh562$11,51515,462 total
  • Exercise/Conversion

    Restricted Stock Units

    2026-02-051,5151,516 total
    Exercise: $0.00From: 2025-02-05Exp: 2027-02-05Common Stock (1,515 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2]
    2026-02-063,1436,289 total
    Exercise: $0.00From: 2026-02-06Exp: 2028-02-06Common Stock (3,143 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F2]
    2026-02-091,0740 total
    Exercise: $0.00From: 2024-02-09Exp: 2026-02-09Common Stock (1,074 underlying)
Holdings
  • Common Stock

    [F1]
    (indirect: By 401(k))
    38.338
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

Documents

1 file
  • 4
    wk-form4_1770678424.xmlPrimary

    FORM 4