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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to           
Commission file number 1-9183
Harley-Davidson, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin39-1382325
(State of organization)(I.R.S. Employer Identification No.)
3700 West Juneau AvenueMilwaukeeWisconsin53208
(Address of principal executive offices)(Zip code)
Registrant's telephone number, including area code: (414) 342-4680
None
(Former name, former address and former fiscal year, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock Par Value $.01 PER SHAREHOGNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒   No   ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer☒Accelerated filer
☐
Non-accelerated filer☐Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No  ☒
The registrant had outstanding 104,072,507 shares of common stock as of July 31, 2026.


HARLEY-DAVIDSON, INC.
Form 10-Q
For The Quarter Ended June 30, 2026
Part I
Item 1.
Item 2.
Item 3.
Item 4.
Part II
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.


Table of Contents
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
HARLEY-DAVIDSON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Revenue:
Motorcycles and related products$1,113,394 $1,049,660 $2,173,981 $2,133,909 
Financial services117,043 257,438 228,987 502,399 
1,230,437 1,307,098 2,402,968 2,636,308 
Costs and expenses:
Motorcycles and related products cost of goods sold809,316 750,793 1,603,449 1,521,579 
Financial services interest expense30,562 93,574 69,859 182,508 
Financial services provision for credit losses17,643 49,738 30,796 103,072 
Selling, administrative and engineering expense296,906 300,557 599,362 556,214 
1,154,427 1,194,662 2,303,466 2,363,373 
Operating income76,010 112,436 99,502 272,935 
Other income, net 11,047 14,477 24,526 30,750 
Investment income
11,840 10,950 20,536 19,891 
Interest expense3,622 7,696 7,192 15,382 
Income before income taxes95,275 130,167 137,372 308,194 
Income tax provision16,294 24,422 34,267 71,652 
Net income78,981 105,745 103,105 236,542 
Less: Loss attributable to noncontrolling interests824 1,824 1,473 4,131 
Net income attributable to Harley-Davidson, Inc.$79,805 $107,569 $104,578 $240,673 
Earnings per share:
Basic$0.76 $0.89 $0.97 $1.96 
Diluted$0.75 $0.88 $0.97 $1.95 
Cash dividends per share$0.1875 $0.18 $0.3750 $0.3600 
The accompanying notes are integral to the consolidated financial statements.

3
Table of Contents
HARLEY-DAVIDSON, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Net income$78,981 $105,745 $103,105 $236,542 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments(12,020)46,296 (39,404)53,661 
Derivative financial instruments9,765 (5,759)22,657 (17,824)
Unrealized loss on available for sale securities(161)— (553)— 
Pension and postretirement benefit plans(82)(776)(165)(1,553)
(2,498)39,761 (17,465)34,284 
Comprehensive income76,483 145,506 85,640 270,826 
Less: Comprehensive loss attributable to noncontrolling interests1,238 1,824 1,887 4,131 
Comprehensive income attributable to Harley-Davidson, Inc.$77,721 $147,330 $87,527 $274,957 
The accompanying notes are integral to the consolidated financial statements.


4
Table of Contents
HARLEY-DAVIDSON, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)(Unaudited)
June 30,
2026		December 31,
2025		June 30,
2025
ASSETS
Cash and cash equivalents$1,895,789 $3,091,744 $1,587,664 
Accounts receivable, net301,788 225,760 325,756 
Finance receivables held for sale, net
545,761 264,238 — 
Finance receivables held for investment, net of allowance of $3,984, $5,591, and $72,225
1,094,533 981,926 2,127,866 
Inventories, net500,935 730,898 630,287 
Restricted cash— — 149,782 
Other current assets250,420 292,383 327,260 
Current assets4,589,226 5,586,949 5,148,615 
Finance receivables held for investment, net of allowance (recovery) of $34,176, $(7,826), and $327,068
1,004,886 719,060 5,198,356 
Property, plant and equipment, net691,084 750,224 729,491 
Pension and postretirement assets567,824 546,303 467,893 
Goodwill63,608 63,913 63,839 
Deferred income taxes70,784 73,792 166,800 
Lease assets77,111 82,542 71,938 
Other long-term assets181,342 222,032 203,513 
$7,245,865 $8,044,815 $12,050,445 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable$409,275 $389,237 $367,380 
Accrued liabilities624,145 671,957 673,236 
Short-term deposits, net266,421 280,095 243,101 
Short-term debt613,141 497,776 503,353 
Current portion of long-term debt, net498,466 819,629 1,983,828 
Current liabilities2,411,448 2,658,694 3,770,898 
Long-term deposits, net250,043 256,549 294,783 
Long-term debt, net1,130,847 1,649,612 4,367,553 
Lease liabilities64,649 69,425 56,302 
Pension and postretirement liabilities51,472 53,135 52,189 
Deferred income taxes7,120 5,506 17,027 
Other long-term liabilities214,267 195,044 183,760 
Commitments and contingencies (Note 14)
Shareholders’ equity:
Common stock1,736 1,726 1,726 
Additional paid-in-capital1,866,243 1,790,175 1,806,340 
Retained earnings3,780,775 3,717,408 3,660,975 
Accumulated other comprehensive loss(274,188)(257,137)(298,422)
Treasury stock, at cost(2,275,356)(2,111,504)(1,853,694)
Total Harley-Davidson, Inc. shareholders' equity3,099,210 3,140,668 3,316,925 
Noncontrolling interest16,809 16,182 (8,992)
Total equity3,116,019 3,156,850 3,307,933 
$7,245,865 $8,044,815 $12,050,445 
5
Table of Contents
HARLEY-DAVIDSON, INC.
CONSOLIDATED BALANCE SHEETS (continued)
(In thousands)
(Unaudited)(Unaudited)
June 30,
2026		December 31,
2025		June 30,
2025
Balances held by consolidated variable interest entities (Note 10):
Finance receivables held for investment, net - current
$— $— $612,594 
Other assets$— $— $6,904 
Finance receivables held for investment, net - non-current
$— $— $2,138,414 
Restricted cash - current and non-current$— $— $162,523 
Current portion of long-term debt, net $— $— $697,146 
Long-term debt, net$— $— $1,630,545 
The accompanying notes are integral to the consolidated financial statements.
6
Table of Contents

HARLEY-DAVIDSON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six months ended
June 30,
2026		June 30,
2025
Net cash (used) provided by operating activities (Note 6)
$(59,685)$509,492 
Cash flows from investing activities:
Capital expenditures(44,694)(65,560)
Origination of finance receivables held for investment
(872,661)(1,765,951)
Collections from finance receivables held for investment
575,863 1,740,966 
Collection of retained securitization beneficial interests
23,460 — 
Proceeds from derivative instruments
51,574 — 
Other investing activities(280)691 
Net cash used by investing activities(266,738)(89,854)
Cash flows from financing activities:
Proceeds from issuance of medium-term notes— 647,088 
Repayments of medium-term notes(810,950)(700,000)
Proceeds from securitization debt— 497,790 
Repayments of securitization debt— (584,153)
Borrowings of asset-backed commercial paper— 155,000 
Repayments of asset-backed commercial paper— (145,379)
Net increase (decrease) in unsecured commercial paper
114,102 (135,902)
Net decrease in deposits
(20,554)(13,073)
Dividends paid(41,211)(44,756)
Repurchase of common stock(100,388)(93,140)
Other financing activities97 6 
Net cash used by financing activities(858,904)(416,519)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(10,628)12,375 
Net (decrease) increase in cash, cash equivalents and restricted cash
$(1,195,955)$15,494 
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period$3,091,744 $1,740,854 
Net (decrease) increase in cash, cash equivalents and restricted cash(1,195,955)15,494 
Cash, cash equivalents and restricted cash, end of period$1,895,789 $1,756,348 
Reconciliation of cash, cash equivalents and restricted cash on the Consolidated balance sheets to the Consolidated statements of cash flows:
Cash and cash equivalents$1,895,789 $1,587,664 
Restricted cash — 149,782 
Restricted cash included in Other long-term assets— 18,902 
Cash, cash equivalents and restricted cash per the Consolidated statements of cash flows$1,895,789 $1,756,348 
The accompanying notes are integral to the consolidated financial statements.
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Table of Contents
HARLEY-DAVIDSON, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share and per share amounts)
(Unaudited)
Equity Attributable to Harley-Davidson, Inc.
Common StockAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		TotalEquity Attributable to Noncontrolling InterestsTotal Equity
Issued
Shares		Balance
Balance, December 31, 2025172,580,640 $1,726 $1,790,175 $3,717,408 $(257,137)$(2,111,504)$3,140,668 $16,182 $3,156,850 
Net income (loss)— — — 24,773 — — 24,773 (650)$24,123 
Other comprehensive loss, net of tax (Note 15)
— — — — (14,967)— (14,967)— $(14,967)
Dividends ($0.1875 per share)
— — — (21,540)— — (21,540)— $(21,540)
Repurchase of common stock— — 64,658 — — (135,951)(71,293)— $(71,293)
Share-based compensation and other
900,848 9 5,578 — — 959 6,546 416 6,962 
Balance, March 31, 2026173,481,488 1,735 1,860,411 3,720,641 (272,104)(2,246,496)3,064,187 15,948 3,080,135 
Net income (loss)— — — 79,805 — — 79,805 (824)$78,981 
Other comprehensive loss, net of tax (Note 15)— — — — (2,084)— (2,084)(414)$(2,498)
Dividends ($0.1875 per share)
— — — (19,671)— — (19,671)— $(19,671)
Repurchase of common stock— — — — — (30,528)(30,528)— $(30,528)
Share-based compensation and other
53,970 1 5,832 — — 1,668 7,501 2,099 $9,600 
Balance, June 30, 2026173,535,458 1,736 1,866,243 3,780,775 (274,188)(2,275,356)3,099,210 16,809 3,116,019 
Equity Attributable to Harley-Davidson, Inc.
Common StockAdditional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		TotalEquity Attributable to Noncontrolling InterestsTotal Equity
Issued
Shares		Balance
Balance, December 31, 2024171,982,732 $1,720 $1,792,523 $3,465,058 $(332,706)$(1,760,548)$3,166,047 $(7,547)$3,158,500 
Net income (loss)
— — — 133,104 — — 133,104 (2,307)$130,797 
Other comprehensive loss, net of tax (Note 15)
— — — — (5,477)— (5,477)— $(5,477)
Dividends ($0.1800 per share)
— — — (22,921)— — (22,921)— $(22,921)
Repurchase of common stock— — — — — (93,871)(93,871)— $(93,871)
Share-based compensation and other
576,785 6 5,291 — — — 5,297 1,365 $6,662 
Balance, March 31, 2025172,559,517 1,726 1,797,814 3,575,241 (338,183)(1,854,419)3,182,179 (8,489)$3,173,690 
Net income (loss)
— — — 107,569 — — 107,569 (1,824)$105,745 
Other comprehensive loss, net of tax (Note 15)
— — — — 39,761 — 39,761 — $39,761 
Dividends ($0.1800 per share)
— — — (21,835)— — (21,835)— $(21,835)
Repurchase of common stock— — — — — (45)(45)— $(45)
Share-based compensation and other
5,651 — 8,526 — — 770 9,296 1,321 $10,617 
Balance, June 30, 2025172,565,168 1,726 1,806,340 3,660,975 (298,422)(1,853,694)3,316,925 (8,992)$3,307,933 
The accompanying notes are integral to the consolidated financial statements.
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Table of Contents
HARLEY-DAVIDSON, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation and Use of Estimates
Principles of Consolidation and Basis of Presentation – The consolidated financial statements include the accounts of Harley-Davidson, Inc. and its subsidiaries and certain variable interest entities (VIEs) related to secured financing when the Company is the primary beneficiary. All intercompany accounts and material intercompany transactions have been eliminated.
The Company has controlling equity interests in LiveWire Group, Inc. and Harley-Davidson Financial Services, Inc. As the controlling shareholder, the Company consolidates LiveWire Group, Inc. and Harley-Davidson Financial Services, Inc. results with additional adjustments to recognize non-controlling shareholder interests.
The Company operates in three reportable segments: Harley-Davidson Motor Company (HDMC), LiveWire and Harley-Davidson Financial Services (HDFS).
Substantially all of the Company’s international subsidiaries use their respective local currency as their functional currency. Assets and liabilities of international subsidiaries have been translated at period-end exchange rates, and revenues and expenses have been translated using average exchange rates for the period. Monetary assets and liabilities denominated in a currency that is different from an entity's functional currency are remeasured from the transactional currency to the entity's functional currency on a monthly basis. The aggregate transaction gain (loss) resulting from foreign currency remeasurements was $0.7 million and $11.1 million for the three month periods ended June 30, 2026 and June 30, 2025, respectively, and $0.8 million and $20.5 million for the six month periods ended June 30, 2026 and June 30, 2025, respectively.
In the opinion of the Company's management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Consolidated balance sheets as of June 30, 2026 and June 30, 2025, the Consolidated statements of operations for the three and six month periods then ended, the Consolidated statements of comprehensive income for the three and six month periods then ended, the Consolidated statements of cash flows for the six month periods then ended, and the Consolidated statements of shareholders' equity for the three month periods within the six month periods ended June 30, 2026 and June 30, 2025.
Certain information and disclosures normally included in complete financial statements have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and U.S. generally accepted accounting principles (U.S. GAAP) for interim financial reporting. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.
Fair Value Measurements – The Company assesses the inputs used to measure fair value using a three-tier hierarchy.
Level 1 inputs include quoted prices for identical instruments and are the most observable.
Level 2 inputs include quoted prices for similar assets and observable inputs such as interest rates, foreign currency exchange rates, commodity prices, and yield curves. The Company uses the market approach to derive the fair value for its Level 2 fair value measurements. Foreign currency contracts, commodity contracts, and cross-currency swaps are valued using quoted forward rates and prices; interest rate caps are valued using quoted interest rates and yield curves; Retained Notes (as defined below) are valued based on pricing currently available for transactions with similar terms and maturities; LiveWire warrants, including public (Level 1) and private placement (Level 2) warrants, are valued using the closing market price of the public warrants as the private placement warrants have terms and provisions that are identical to those of the public warrants.
Level 3 inputs are not observable in the market and include the Company's judgments about the assumptions market participants would use in pricing the asset or liability.

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2. New Accounting Standards
Accounting Standards Recently Adopted
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to reduce complexity related to estimating expected credit losses for current accounts receivable and current contract asset balances accounted for under Topic 606 Revenue from Contracts with Customers. The main provision of ASU 2025-05 applicable to the Company provides a practical expedient that allows all entities to assume that conditions as of the balance sheet date will not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses accounted for under Topic 606. The Company early adopted ASU 2025-05 on December 31, 2025 on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the allowance for doubtful accounts.
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve the disclosures about a public business entity's expenses and provide more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The main provisions of ASU 2024-03 require a public entity at each interim and annual reporting period to (i) disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion included in each relevant expense caption presented on the face of the income statement within continuing operations, (ii) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date, which is intended to clarify the effective date of ASU No. 2024-03. As clarified in ASU 2025-01, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the impact ASU 2024-03 will have on the Company's consolidated financial statement disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for internal-use software costs. The main provisions of ASU 2025-06 remove all references to prescriptive and sequential software development stages and require capitalization of software costs when both (a) management has authorized and committed to funding the software project and (b) it is probable the project will be completed and the software will be used to perform the function intended (the "probable-to-complete recognition threshold"). In evaluating the probable-to-complete recognition threshold, consideration is given to whether there is significant uncertainty associated with the development activities of the software ("significant development uncertainty"). Significant development uncertainty considers whether (a) the software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, have not been resolved through coding and testing and (b) a determination has been made regarding what the software needs to do (for example, functions or features), including whether the software's significant performance requirements have been identified or are being substantially revised. The new guidance is effective for the fiscal years beginning after December 15, 2027, including interim periods within the fiscal year the new guidance is adopted. Early adoption is permitted at the beginning of an annual reporting period. If elected, the amendments in ASU 2025-06 can be applied using a prospective transition approach, a modified transition approach, or a retrospective transition approach. Under a prospective transition approach, the new guidance would apply to new software costs incurred as of the beginning of the period of adoption for all projects, including in-process projects. Under a modified transition approach, the new guidance would be applied on a prospective basis to new software costs incurred (for all projects, including costs incurred for in-process projects), except for in-process projects that, as of the date of adoption, do not meet the capitalization requirements under the new guidance but meet the capitalization requirements under prior guidance. For those in-process projects, any capitalized costs should be derecognized through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of
10
equity or net assets in the statement of financial position) as of the date of adoption. Under a retrospective transition approach, comparative periods would be recast to reflect the new guidance with a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the first period presented. The Company is still evaluating the impact ASU 2025-06 will have on the Company's consolidated financial statements.
In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which is intended to more closely align hedge accounting with the economics of an entity's risk management activities. The main provisions of ASU 2025-09 (i) permit a similar risk assessment for cash flow hedges of groups of forecasted transactions, (ii) facilitate the application of cash flow hedge accounting to forecasted interest payments on choose-your-rate debt instruments, (iii) expand and clarify the application of hedge accounting for certain nonfinancial forecasted transactions, (iv) expand the use of net written options as hedging instruments when specified criteria are met, and (v) permit a foreign-currency-denominated debt instrument to be designated simultaneously as both a hedging instrument and a hedged item in certain dual hedge relationships. The amendments in ASU 2025-09 should be applied on a prospective basis for all hedging instruments. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is still evaluating the impact ASU 2025-09 will have on the Company's consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance for the recognition, measurement, presentation, and disclosure of government grants received by business entities. The main provisions of ASU 2025-10 require that a government grant received by business entities should not be recognized until it is probable that the conditions attached to the grant will be met and the grant will be received and grants to be presented in the financial statements in a manner that depicts the nature of the assistance and the related costs the grants are intended to offset. The amendments in ASU 2025-10 can be applied using one of the following three transition approaches: (i) modified prospective approach to government grants entered into on or after the effective date and government grants not completed as of the effective date, (ii) modified retrospective approach to government grants entered into on or after the beginning of the earliest period presented and government grants not completed as of the beginning of the earliest period presented, or (iii) retrospective approach to all government grants through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented. This guidance is effective for annual periods beginning after December 15, 2028, and interim periods within those annual reporting periods, with early adoption permitted. The Company is still evaluating the impact ASU 2025-10 will have on the Company's consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which amends interim reporting guidance by improving the navigability of the required interim disclosures and clarifying when the interim reporting guidance is applicable. The main provisions of ASU 2025-11 primarily address the timing and consistency of interim disclosures, including clarification of when disclosures are required to be updated in interim periods and how certain year-to-date information should be presented. In addition, the amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in ASU 2025-11 can be applied on either a prospective basis or a retrospective basis to any and all prior periods presented. This guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is still evaluating the impact ASU 2025-11 will have on the Company's consolidated financial statements and related disclosures.
3. Revenue
The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or service to a customer. Revenue is measured based on the consideration that the Company expects to be entitled to in exchange for the goods or services transferred. Taxes that are collected from a customer concurrent with revenue-producing activities are excluded from revenue.
11
Disaggregated revenue by major source was as follows (in thousands):
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
HDMC:
Motorcycles$848,057 $778,051 $1,684,351 $1,641,929 
Parts and accessories176,950 186,874 319,193 330,307 
Apparel56,068 55,240 113,380 112,564 
Licensing6,298 5,944 12,345 9,002 
Other16,907 17,540 30,482 31,353 
1,104,280 1,043,649 2,159,751 2,125,155 
LiveWire9,114 6,011 14,230 8,754 
Motorcycles and related products revenue1,113,394 1,049,660 2,173,981 2,133,909 
HDFS:
Interest income60,523 214,988 110,585 424,457 
Other56,520 42,450 118,402 77,942 
Financial services revenue117,043 257,438 228,987 502,399 
$1,230,437 $1,307,098 $2,402,968 $2,636,308 
The Company maintains certain contract liability balances related to payments received at contract inception in advance of the Company’s performance under the contract which generally relate to the sale of memberships and certain licensing and insurance-related contracts, including unearned premiums collected by Eaglemark Insurance Company Ltd., the Company's insurance captive. Contract liabilities are recognized as revenue as the Company performs under the contract. Contract liabilities, included in Accrued liabilities and Other long-term liabilities on the Consolidated balance sheets, was as follows (in thousands):
June 30,
2026		June 30,
2025
Balance, beginning of period$95,807 $56,753 
Balance, end of period$109,148 $81,914 
Previously recorded contract liabilities recognized as revenue in the three months ended June 30, 2026 and June 30, 2025 were $11.3 million and $9.4 million, respectively, and $23.3 million and $17.8 million in the six months ended June 30, 2026 and June 30, 2025, respectively. The Company expects to recognize approximately $41.7 million of the remaining unearned revenue over the next 12 months and $67.4 million thereafter.
4. Income Taxes
The Company’s effective income tax rate for the six months ended June 30, 2026 was 24.9% compared to 23.2% for the six months ended June 30, 2025. The increase in the effective income tax rate was attributable to changes in the mix of earnings between the domestic and foreign jurisdictions that are taxed at rates that differ from the U.S. statutory rate as well as a lower benefit from income tax credits.
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5. Earnings Per Share
The computation of basic and diluted earnings per share was as follows (in thousands, except per share amounts):
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Net income attributable to Harley-Davidson, Inc.$79,805 $107,569 $104,578 $240,673 
Adjustment(a)
1,434 — — — 
Net income attributable to Harley-Davidson, Inc. - dilutive
81,239 107,569 104,578 240,673 
Basic weighted-average shares outstanding105,099 121,521 107,544 122,727 
Effect of dilutive securities
3,469 682 781 730 
Diluted weighted-average shares outstanding108,568 122,203 108,325 123,457 
Net earnings per share:
Basic$0.76 $0.89 $0.97 $1.96 
Diluted$0.75 $0.88 $0.97 $1.95 
(a)For the periods in which the impact is dilutive, represents an adjustment related to HDFS earnings attributable to non-controlling interest holders to arrive at net income attributable to Harley-Davidson, Inc. on a dilutive basis as the dilutive earnings per share calculation assumes the securities held by non-controlling interest holders that can be exchanged for Harley-Davidson, Inc. shares were exchanged for Harley-Davidson, Inc. shares as of the beginning of the period under U.S. GAAP as discussed below.
The Company's dilutive securities include those relating to its employee stock compensation plan. In addition, non-controlling interest holders (the counterparties) hold securities representing in the aggregate a 9.8% non-controlling interest in the HDFS business that can be exchanged for Harley-Davidson, Inc. common stock. The securities related to the HDFS non-controlling interests can be exchanged for Harley-Davidson, Inc. common stock based on the 30-day volume weighted average price of the Company's common stock and a multiple of approximately 1.75x HDFS' equity carrying value. The non-controlling interest holders may exchange their interests beginning in the fourth quarter of 2032 or in the event of a change of control of Harley-Davidson, Inc. The number of shares received by the non-controlling interest holders cannot exceed 4.9% of the outstanding Harley-Davidson, Inc. common stock. Starting in the fourth quarter of 2028, the Company has the right to repurchase the counterparties' ownership interests in HDFS using cash that would otherwise be available to the Company in the form of a dividend from HDFS; however, the Company may not purchase any more than one-third of the counterparties' HDFS ownership in an individual year. The securities related to the HDFS non-controlling interests were dilutive during the three months ended June 30, 2026 and anti-dilutive during the six months ended June 30, 2026. The securities related to the HDFS non-controlling interests had not been issued in the three months or six months ended June 30, 2025.
Shares of common stock related to share-based compensation and related to securities representing a 9.8% non-controlling interest in the HDFS business that can be exchanged for Harley-Davidson, Inc. common stock that were not included in the effect of dilutive securities because the effect would have been anti-dilutive include 1.1 million and 1.7 million shares for the three months ended June 30, 2026 and June 30, 2025, respectively, and 4.3 million and 2.1 million shares for the six months ended June 30, 2026 and June 30, 2025, respectively.
6. Additional Balance Sheet and Cash Flow Information
Investments in Marketable Securities – The Company’s investments in marketable securities consisted of the following (in thousands):
June 30,
2026		December 31,
2025		June 30,
2025
Mutual funds$33,417 $31,513 $32,854 
Mutual funds, included in Other long-term assets on the Consolidated balance sheets, are carried at fair value with gains and losses recorded in income. Mutual funds are held to support certain deferred compensation obligations.
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Inventories, net – Substantially all inventories located in the U.S. are valued using the last-in, first-out (LIFO) method. Other inventories are valued at the lower of cost or net realizable value using the first-in, first-out (FIFO) method. Motorcycle finished goods inventories include motorcycles that are ready for sale and motorcycles that are substantially complete but awaiting installation of certain components. Inventories, net consisted of the following (in thousands):
June 30,
2026		December 31,
2025		June 30,
2025
Raw materials and work in process$285,013 $338,744 $322,451 
Motorcycle finished goods262,040 434,044 333,347 
Parts and accessories and apparel98,872 97,674 108,495 
Inventory at lower of FIFO cost or net realizable value645,925 870,462 764,293 
Excess of FIFO over LIFO cost(144,990)(139,564)(134,006)
$500,935 $730,898 $630,287 
Deposits – HDFS offers brokered certificates of deposit to customers indirectly through contractual arrangements with third-party banks and/or securities brokerage firms through its bank subsidiary. The Company had $516.5 million, $536.6 million, and $537.9 million, net of fees, of interest-bearing brokered certificates of deposit outstanding as of June 30, 2026, December 31, 2025, and June 30, 2025, respectively. The liabilities for deposits are included in Short-term deposits, net or Long-term deposits, net on the Consolidated balance sheets based upon the term of each brokered certificate of deposit issued. Each separate brokered certificate of deposit is issued under a master certificate, and as such, all outstanding brokered certificates of deposit are considered below the Federal Deposit Insurance Corporation insurance coverage limits.
Future maturities of the Company's certificates of deposit as of June 30, 2026 were as follows (in thousands):
202688,372 
2027233,702 
202861,259 
202972,979 
203019,790 
Thereafter41,572 
Future maturities517,674 
Unamortized fees(1,210)
$516,464 
14
Operating Cash Flow – The reconciliation of Net income to Net cash (used) provided by operating activities was as follows (in thousands):
Six months ended
June 30,
2026		June 30,
2025
Cash flows from operating activities:
Net income$103,105 $236,542 
Adjustments to reconcile Net income to Net cash (used) provided by operating activities:
Depreciation and amortization86,703 82,129 
Amortization of deferred loan origination costs4,804 32,489 
Amortization of financing origination fees2,485 6,630 
Income related to long-term employee benefits
(20,424)(27,526)
Employee benefit plan contributions and payments(2,975)(3,256)
Stock compensation expense18,034 17,407 
Net change in wholesale finance receivables related to sales(80,003)(145,174)
Provision for credit losses30,796 103,072 
Collections from finance receivables held for sale
74,760 — 
Proceeds from sale of finance receivables held for sale761,221 — 
Originations of finance receivables held for sale
(1,181,674)— 
Deferred income taxes(3,208)13,856 
Other, net15,290 1,592 
Changes in current assets and liabilities:
Accounts receivable, net(81,214)(66,851)
Finance receivables – accrued interest and other
(4,721)4,999 
Inventories, net221,794 142,996 
Accounts payable and accrued liabilities5,360 136,098 
Other current assets(9,818)(25,511)
(162,790)272,950 
Net cash (used) provided by operating activities$(59,685)$509,492 

7. Finance Receivables
The Company provides retail financial services to customers of its dealers in the U.S. and Canada. The origination of retail loans is a separate and distinct transaction between the Company and the retail customer, unrelated to the Company’s sale of product to its dealers. Retail finance receivables consist of secured promissory notes and secured installment sales contracts and are primarily related to dealer sales of motorcycles to retail customers. The Company holds either titles or liens on titles to vehicles financed by promissory notes and installment sales contracts.
The Company offers wholesale financing to its dealers in the U.S. and Canada. Wholesale finance receivables are related primarily to the Company's sale of motorcycles, related parts and accessories and apparel to dealers. Wholesale loans to dealers are generally secured by financed inventory or property.
Finance receivables held for investment, net includes both retail and wholesale finance receivables, including amounts held by consolidated VIEs, which management has the intent and ability to hold. Finance receivables held for investment are recorded in the financial statements at amortized cost net of an allowance for credit losses.
Finance receivables held for sale, net includes retail finance receivables that management intends to sell. The Company expects to sell approximately two-thirds of future retail loan originations through December 2030 to two counterparties under an agreement with the two counterparties (Forward Flow Agreement). The Company expects HDFS will continue to service the future retail loan originations it sells to the counterparties and earn a loan servicing fee of 1% per annum for prime
15
loans and 2.5% per annum for subprime loans. When finance receivables are reclassified to held for sale from held for investment status based on management's intent to sell them, any previously recorded allowance for credit losses associated with the finance receivables is reversed. Finance receivables transferred to, or originated as, held for sale are measured at the lower of amortized cost or fair value. If fair value is lower than amortized cost, a valuation allowance is recorded through Financial services revenue on the Consolidated statements of operations. The valuation allowance is updated each period to reflect the difference between amortized cost and the estimated selling price of the receivables.
Amortized cost for finance receivables held for investment and held for sale includes the principal outstanding, accrued interest, and deferred loan fees and costs. Deferred loan fee and cost amortization associated with loans held for investment is included within Financial services revenue on the Consolidated statements of operations. Amortization of deferred loan fees and costs is terminated at the time a loan is reclassified to held for sale status and any remaining deferred balances are included in any subsequent gain or loss on sale of the associated finance receivables.
Finance receivables held for investment, net and Finance receivables held for sale, net were as follows (in thousands):
June 30,
2026		December 31,
2025		June 30,
2025
Retail finance receivables held for investment
$1,120,705 $754,421 $6,593,043 
Wholesale finance receivables held for investment
1,016,874 948,800 1,132,472 
2,137,579 1,703,221 7,725,515 
Allowance for credit losses(38,160)(2,235)(399,293)
Finance receivables held for investment, net
2,099,419 1,700,986 7,326,222 
Finance receivables held for sale, net
545,761 264,238 — 
Total finance receivables, net
$2,645,180 $1,965,224 $7,326,222 
The Company's allowance for credit losses reflects expected lifetime credit losses, net of expected recoveries, on its finance receivables held for investment. Based on differences in the nature of the finance receivables held for investment and the underlying methodology for calculating the allowance for credit losses, the Company segments its finance receivables held for investment into the retail and wholesale portfolios. The Company further disaggregates each portfolio by credit quality indicators. As the credit risk varies between the retail and wholesale portfolios, the Company utilizes different credit quality indicators for each portfolio.
The retail portfolio primarily consists of a large number of small balance, homogeneous finance receivables. The Company performs a collective evaluation of the adequacy of the retail allowance for credit losses. The Company utilizes weighted-average remaining maturity and vintage-based loss forecast methodologies. Vintage-based forecasts include decompositions for probability of default, exposure at default, attrition rate, and recovery balance rate. Reasonable and supportable economic forecasts for a one- or two-year period are incorporated into the methodologies to reflect the estimated impact of changes in future economic conditions, such as unemployment rates, household obligations or other relevant factors, over the reasonable and supportable period. For periods beyond the Company’s reasonable and supportable forecasts, the Company reverts to its average historical loss experience immediately or using a mean-reversion process over a three-year period. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, or term as well as other relevant factors. As of December 31, 2025, the retail allowance for credit losses was in an asset position as estimated recoveries from retail finance receivables previously charged-off exceeded the remaining allowance for credit losses on loans held for investment.
The wholesale portfolio is primarily composed of large balance, non-homogeneous loans. The Company’s evaluation for the wholesale allowance for credit losses is first based on a loan-by-loan review to determine whether the loans share similar risk characteristics. The Company individually evaluates loans that do not share risk characteristics. Loans identified as those for which foreclosure is probable are classified as Non-Performing, and a specific allowance for credit losses is established when appropriate. The specific allowance is determined based on the amortized cost of the related finance receivable and the estimated fair value of the collateral, less selling costs and the cash that the Company expects to receive. Finance receivables in the wholesale portfolio not individually assessed are aggregated, based on similar risk characteristics, according to the Company’s internal risk rating system and measured collectively. The related allowance for credit losses is based on factors such as the specific borrower’s financial performance and ability to repay, the Company’s past credit loss experience, reasonable and supportable economic forecasts, and the value of the underlying collateral and expected recoveries.
16
The Company considers various third-party economic forecast scenarios as part of estimating the allowance for expected credit losses and applies a probability-weighting to those economic forecast scenarios. Each quarter, the Company's outlook on economic conditions impacts the Company's retail and wholesale estimates for expected credit losses. At the end of the second quarter of 2026, the Company's probability weighting of its economic forecast scenarios was weighted towards more pessimistic scenarios given continued challenging macro-economic conditions including a persistently high interest rate environment, ongoing elevated inflation levels, and muted consumer confidence.
Additionally, the historical experience incorporated into the portfolio-specific models does not fully reflect the Company's comprehensive expectations regarding the future. As such, the Company incorporated qualitative factors to establish an appropriate allowance for credit losses balance. These factors may include motorcycle recovery value considerations, delinquency adjustments, specific problem loan trends, or changes in other portfolio-specific loan characteristics as appropriate.
Due to the use of projections and assumptions in estimating the losses, the amount of losses incurred by the Company in either portfolio could differ from the amounts estimated. Further, the Company’s allowance for credit losses incorporates known conditions at the balance sheet date and the Company’s expectations surrounding the economic forecasts. The Company will continue to monitor future economic trends and conditions. Expectations surrounding the Company's economic forecasts may change in future periods as additional information becomes available.
Changes in the Company's allowance for credit losses on its finance receivables held for investment by portfolio were as follows (in thousands):
Three months ended June 30, 2026Six months ended June 30, 2026
RetailWholesaleTotalRetailWholesaleTotal
Balance, beginning of period$(3,289)$24,885 $21,596 $(22,342)$24,577 $2,235 
Provision for credit losses20,018 (2,375)17,643 32,988 (2,192)30,796 
Charge-offs(6,458)(2,185)(8,643)(10,400)(2,185)(12,585)
Recoveries7,564 — 7,564 17,589 125 17,714 
Balance, end of period$17,835 $20,325 $38,160 $17,835 $20,325 $38,160 
Three months ended June 30, 2025Six months ended June 30, 2025
RetailWholesaleTotalRetailWholesaleTotal
Balance, beginning of period$368,476 $24,702 $393,178 $378,373 $22,810 $401,183 
Provision for credit losses49,975 (237)49,738 100,776 2,296 103,072 
Charge-offs(61,306)— (61,306)(138,840)(641)(139,481)
Recoveries17,683 — 17,683 34,519 — 34,519 
Balance, end of period$374,828 $24,465 $399,293 $374,828 $24,465 $399,293 
The Company manages retail credit risk through its credit approval process and ongoing collection efforts. The Company uses FICO scores, a standard credit rating measurement, to differentiate the expected default rates of retail credit applicants, enabling the Company to better evaluate credit applicants for approval and to tailor pricing according to this assessment. For the Company’s U.S. and Canadian retail finance receivables, the Company determines the credit quality indicator for each loan at origination and does not update the credit quality indicator subsequent to the loan origination date.
As loan performance by credit quality indicator differs between the U.S. and Canadian retail loans, the Company’s credit quality indicators vary for the two portfolios. For U.S. retail finance receivables, those with a FICO score of 740 or above at origination are generally considered super prime, loans with a FICO score between 640 and 740 are generally categorized as prime, and loans with FICO score below 640 are generally considered sub-prime. For Canadian retail finance receivables, those with a FICO score of 700 or above at origination are generally considered super prime, loans with a FICO score between 620 and 700 are generally categorized as prime, and loans with FICO score below 620 are generally considered sub-prime.
17
The amortized cost of the Company's U.S. and Canadian retail finance receivables held for investment, along with total retail gross charge-offs by vintage and credit quality indicator were as follows (in thousands):
June 30, 2026
20262025202420232022
2021 & Prior
Total
U.S. Retail:
Super prime$180,521 $154,199 $82,543 $39,579 $13,433 $28,934 $499,209 
Prime172,989 153,788 76,532 42,059 21,233 27,974 494,575 
Sub-prime94,790 18,995 784 710 661 1,394 117,334 
448,300 326,982 159,859 82,348 35,327 58,302 1,111,118 
Canadian Retail:
Super prime5,840 862 4 1 1 7 6,715 
Prime2,270 342 4 3 8 9 2,636 
Sub-prime165 63 3 2 1 2 236 
8,275 1,267 11 6 10 18 9,587 
$456,575 $328,249 $159,870 $82,354 $35,337 $58,320 $1,120,705 
Gross charge-offs for the six months ended June 30, 2026:
U.S. Retail
$405 $5,720 $1,911 $962 $499 $376 $9,873 
Canadian Retail10 517 — — — — 527 
$415 $6,237 $1,911 $962 $499 $376 $10,400 
December 31, 2025
20252024202320222021
2020 & Prior
Total
U.S. Retail:
Super prime$185,774 $108,025 $54,501 $16,944 $9,675 $1,544 $376,463 
Prime166,971 96,360 54,902 26,268 11,525 2,413 358,439 
Sub-prime13,436 986 897 830 726 1,098 17,973 
366,181 205,371 110,300 44,042 21,926 5,055 752,875 
Canadian Retail:
Super prime1,012 5 5 5 3 1 1,031 
Prime377 4 3 8 5 8 405 
Sub-prime101 2 3 1 1 2 110 
1,490 11 11 14 9 11 1,546 
$367,671 $205,382 $110,311 $44,056 $21,935 $5,066 $754,421 
Gross charge-offs for the year ended December 31, 2025:
U.S. Retail
$3,280 $48,145 $53,272 $41,304 $21,354 $13,556 $180,911 
Canadian Retail126 996 991 821 383 427 3,744 
$3,406 $49,141 $54,263 $42,125 $21,737 $13,983 $184,655 
18
June 30, 2025
20252024202320222021
2020 & Prior
Total
U.S. Retail:
Super prime$549,485 $828,526 $545,156 $335,566 $142,404 $52,812 $2,453,949 
Prime571,939 870,644 671,113 521,027 271,193 141,509 3,047,425 
Sub-prime212,031 263,677 180,987 142,291 90,893 70,602 960,481 
1,333,455 1,962,847 1,397,256 998,884 504,490 264,923 6,461,855 
Canadian Retail:
Super prime19,449 29,869 23,599 13,497 5,522 2,131 94,067 
Prime5,956 7,736 7,359 5,444 3,261 2,305 32,061 
Sub-prime1,019 1,524 1,026 682 305 504 5,060 
26,424 39,129 31,984 19,623 9,088 4,940 131,188 
$1,359,879 $2,001,976 $1,429,240 $1,018,507 $513,578 $269,863 $6,593,043 
Gross charge-offs for the six months ended June 30, 2025:
U.S. Retail
$552 $35,544 $41,325 $32,086 $16,614 $10,125 $136,246 
Canadian Retail— 748 630 592 292 332 2,594 
$552 $36,292 $41,955 $32,678 $16,906 $10,457 $138,840 
Information about the asset performance of the total portfolio of retail loans serviced by the Company ("Managed Portfolio"), including receivables retained ("Owned Portfolio"), along with receivables sold to third parties or included in off-balance sheet VIEs ("Off-Balance Sheet Portfolio"), is provided in the tables below (in thousands). Recoveries exceeded charge-offs within the owned portfolio, leading to the negative credit loss values shown below.
Principal Balance
Credit Losses
Total
30+ Day Delinquent
Three months ended
Six months ended
June 30, 2026June 30, 2026June 30, 2026
Owned portfolio
$1,607,385 $25,052 $(1,146)$(7,257)
Off-balance sheet portfolio
4,520,348 211,312 38,547 98,967 
Managed portfolio
$6,127,733 $236,364 $37,401 $91,710 
Principal Balance
Credit Losses
Total
30+ Day Delinquent
Year ended
December 31, 2025December 31, 2025December 31, 2025
Owned portfolio
$982,007 $12,437 $126,033 
Off-balance sheet portfolio
5,137,160 291,988 92,007 
Managed portfolio
$6,119,167 $304,425 $218,040 
The Company's credit risk on the wholesale portfolio is different from that of the retail portfolio. Whereas the retail portfolio represents a relatively homogeneous pool of retail finance receivables that exhibit more consistent loss patterns, the wholesale portfolio exposures are less consistent. The Company utilizes an internal credit risk rating system to manage credit risk exposure consistently across wholesale borrowers and individually evaluates credit risk factors for each borrower. The Company uses the following internal credit quality indicators, based on an internal risk rating system, listed from highest level of risk to lowest level of risk for the wholesale portfolio: Doubtful, Substandard, Special Mention, Medium Risk and Low Risk. Based upon the Company’s review, the dealers classified in the Doubtful category are the dealers with the greatest likelihood of being charged-off, while the dealers classified as Low Risk are least likely to be charged-off. Additionally, the Company classifies dealers identified as those in which foreclosure is probable as Non-Performing. The internal rating system considers factors such as the specific borrower's ability to repay and the estimated value of any collateral. Dealer risk rating classifications are reviewed and updated by the Company on a quarterly basis.
19
The amortized cost of the Company's wholesale finance receivables, by vintage and credit quality indicator, was as follows (in thousands):
June 30, 2026
20262025202420232022
2021 & Prior
Total
Non-Performing$— $— $— $— $— $— $— 
Doubtful10,056 4,039 3,528 514 19 1 18,157 
Substandard7,549 2,460 245 21 — — 10,275 
Special Mention10,890 2,968 595 3 — — 14,456 
Medium Risk64 99 220 — — — 383 
Low Risk796,292 149,696 20,664 4,441 2,493 17 973,603 
$824,851 $159,262 $25,252 $4,979 $2,512 $18 $1,016,874 
Gross charge-offs for the six months ended June 30, 2026:
        Wholesale$98 $1,490 $568 $29 $— $— $2,185 
December 31, 2025
20252024202320222021
2010 & Prior
Total
Non-Performing$— $— $— $— $— $— $— 
Doubtful13,010 5,984 1,002 19 — 1 20,016 
Substandard3,192 2,613 21 — — — 5,826 
Special Mention45,320 5,331 289 — — — 50,940 
Medium Risk414 57 — — — — 471 
Low Risk762,221 71,071 8,370 29,081 803 1 871,547 
$824,157 $85,056 $9,682 $29,100 $803 $2 $948,800 
Gross charge-offs for the year ended December 31, 2025:
        Wholesale$2,775 $1,017 $191 $— $— $2,301 $6,284 
June 30, 2025
20252024202320222021
2010 & Prior
Total
Non-Performing$901 $1,017 $287 $— $— $— $2,205 
Doubtful23,393 20,292 2,552 50 — 8,537 54,824 
Substandard3,542 4,215 127 — — — 7,884 
Special Mention6,135 2,250 168 — 71 — 8,624 
Medium Risk4,320 1,006 156 — — — 5,482 
Low Risk791,701 198,540 24,938 35,801 1,321 1,152 1,053,453 
$829,992 $227,320 $28,228 $35,851 $1,392 $9,689 $1,132,472 
Gross charge-offs for the six months ended June 30, 2025:
Wholesale$1 $506 $134 $— $— $— $641 
Retail finance receivables are contractually delinquent if the minimum payment is not received by the specified due date. Retail finance receivables at amortized cost, excluding accrued interest, are generally charged-off when the receivable is 120 days or more delinquent, the related asset is repossessed, or the receivable is otherwise deemed uncollectible. All retail finance receivables accrue interest until either collected or charged-off. The Company reverses accrued interest related to charged-off accounts against Financial services interest income when the account is charged-off. The Company reversed $0.6 million and $8.2 million of accrued interest against Financial services interest income during the three months ended June 30, 2026 and June 30, 2025, respectively, and $0.9 million and $17.6 million during the six months ended June 30, 2026 and June 30, 2025, respectively. Due to the timely write-off of accrued interest, the Company made the election provided under Accounting Standards Codification (ASC) Topic 326, Financial Instruments - Credit Losses to exclude accrued interest from its allowance for credit losses. Accordingly, as of June 30, 2026, December 31, 2025, and June 30, 2025, all retail finance receivables were accounted for as interest-earning receivables.
20
Wholesale finance receivables are delinquent if the minimum payment is not received by the contractual due date. Wholesale finance receivables are written down once the Company determines that the specific borrower does not have the ability to repay the loan in full. Interest continues to accrue on past due finance receivables until the date the Company determines that foreclosure is probable, and the finance receivable is placed on non-accrual status. The Company will resume accruing interest on these accounts when payments are current according to the terms of the loans and future payments are reasonably assured. While on non-accrual status, all cash received is applied to principal or interest as appropriate. Once an account is charged-off, the Company will reverse the associated accrued interest against Financial services interest income. As the Company follows a non-accrual policy for interest, the allowance for credit losses excludes accrued interest for the wholesale portfolio. The Company reversed $0.3 million of accrued interest related to the charge-off of Non-Performing dealer loans during the three months ended June 30, 2026. There were no charged-off accounts for the three months ended June 30, 2025, and as such, the Company did not reverse any accrued interest in that period. The Company reversed $0.3 million and $0.1 million of accrued interest related to the charge-off of Non-Performing dealer loans during the six months ended June 30, 2026 and June 30, 2025, respectively.
Additional information related to the wholesale finance receivables on non-accrual status was as follows (in thousands):
Amortized Cost Amortized CostInterest Income
January 1, 2026
June 30, 2026Recognized
Wholesale:
No related specific allowance recorded
$3,715 $1,420 $33 
Related specific allowance recorded
— — 14 
$3,715 $1,420 $47 
Amortized CostAmortized CostInterest Income
January 1, 2025
June 30, 2025Recognized
Wholesale:
No related specific allowance recorded
$7,510 $— $— 
Related specific allowance recorded
3,753 2,205 53 
$11,263 $2,205 $53 
21
The aging analysis of the Company's finance receivables held for investment was as follows (in thousands):
June 30, 2026
Current31-60 Days
Past Due 		61-90 Days
Past Due 		Greater than
90 Days
Past Due and Still Accruing		Greater Than 90 Days Past Due and Not AccruingTotal
Past Due		Total
Finance
Receivables
Retail$1,091,406 $16,041 $5,688 $7,570 $— $29,299 $1,120,705 
Wholesale1,005,736 4,064 2,839 3,592 643 11,138 1,016,874 
$2,097,142 $20,105 $8,527 $11,162 $643 $40,437 $2,137,579 
December 31, 2025
Current31-60 Days
Past Due 		61-90 Days
Past Due 		Greater than
90 Days
Past Due and Still Accruing		Greater Than 90 Days Past Due and Not AccruingTotal
Past Due		Total
Finance
Receivables
Retail$735,999 $9,715 $2,942 $5,765 $— $18,422 $754,421 
Wholesale941,116 1,830 948 4,288 618 7,684 948,800 
$1,677,115 $11,545 $3,890 $10,053 $618 $26,106 $1,703,221 
June 30, 2025
Current31-60 Days
Past Due		61-90 Days
Past Due		Greater than
90 Days
Past Due and Still Accruing		Greater Than 90 Days Past Due and Not AccruingTotal
Past Due		Total
Finance
Receivables
Retail$6,342,019 $150,788 $54,983 $45,253 $— $251,024 $6,593,043 
Wholesale1,128,499 1,157 653 1,712 451 3,973 1,132,472 
$7,470,518 $151,945 $55,636 $46,965 $451 $254,997 $7,725,515 
Generally, it is the Company’s policy not to change the terms and conditions of finance receivables. However, to minimize economic loss, the Company may modify certain finance receivables due to borrowers experiencing financial difficulty. Total finance receivables related to borrowers experiencing financial difficulty were not significant as of June 30, 2026, December 31, 2025, and June 30, 2025. In accordance with its policies, in certain situations, the Company may offer short-term adjustments to customer payment due dates without affecting the associated interest rate or loan term.
8. Derivative Financial Instruments and Hedging Activities
The Company is exposed to risks from fluctuations in foreign currency exchange rates, interest rates and commodity prices. To reduce its exposure to such risks, the Company selectively uses derivative financial instruments. All derivative transactions are authorized and executed pursuant to regularly reviewed policies and procedures which prohibit the use of financial instruments for speculative trading purposes.
The Company sells products in foreign currencies and utilizes foreign currency exchange contracts to mitigate the effects of foreign currency exchange rate fluctuations related to the Euro, Australian dollar, Japanese yen, and Canadian dollar. The Company's foreign currency exchange contracts generally have maturities of less than one year.
The Company utilizes commodity contracts to mitigate the effects of commodity price fluctuations related to metals and fuel consumed in its motorcycle operations. The Company's commodity contracts generally have maturities of less than one year.
The Company periodically utilizes treasury rate and swap rate lock contracts to fix the interest rate on a portion of the principal related to an anticipated issuance of long-term debt or to mitigate the risk of declining interest rates associated with anticipated debt retirements. The Company also utilizes cross-currency swaps to mitigate the effect of foreign currency exchange rate fluctuations on its foreign currency-denominated debt and interest rate caps to facilitate certain asset-backed securitization transactions.
All derivative financial instruments are recognized on the Consolidated balance sheets at fair value. In accordance with ASC Topic 815, Derivatives and Hedging (ASC Topic 815), the accounting for changes in the fair value of a derivative financial instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship.
Changes in the fair value of derivative financial instruments that are designated as cash flow hedges are initially recorded in Other comprehensive (loss) income (OCI) and subsequently reclassified into income when the hedged item affects
22
income. Refer to Note 15 of the Notes to Consolidated financial statements for more detail on derivatives activity included in accumulated other comprehensive income. The Company assesses, both at the inception of each hedge and on an ongoing basis, whether the derivative financial instruments that are designated as cash flow hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. No component of a designated hedging derivative financial instrument’s gain or loss is excluded from the assessment of hedge effectiveness. Derivative financial instruments not designated as hedges are not speculative and are used to manage the Company’s exposure to foreign currency, commodity risks and interest rate risks. Changes in the fair value of derivative financial instruments not designated as hedging instruments are recorded directly in income. Cash flow activity associated with the Company's derivative financial instruments is recorded in Cash flows from operating activities and Cash flows from investing activities on the Consolidated statement of cash flows. Derivative assets and liabilities are reported in Other current assets and Accrued liabilities on the Consolidated balance sheets, respectively, other than long-term balances noted below.
The notional and fair values of the Company's derivative financial instruments under ASC Topic 815 were as follows (in thousands):
Derivative Financial Instruments
Designated as Cash Flow Hedging Instruments
June 30, 2026December 31, 2025June 30, 2025
Notional
Value
Assets(a)
LiabilitiesNotional
Value
Assets(a)
LiabilitiesNotional
Value
Assets(a)
Liabilities
Foreign currency contracts$427,239 $11,739 $879 $448,287 $2,096 $6,299 $396,336 $647 $15,940 
Commodity contracts790 — 62 879 — 89 809 16 24 
Cross-currency swaps657,214 39,165 — 657,214 46,889 — 1,416,994 132,109 — 
$1,085,243 $50,904 $941 $1,106,380 $48,985 $6,388 $1,814,139 $132,772 $15,964 
Derivative Financial Instruments
Not Designated as Hedging Instruments
June 30, 2026December 31, 2025June 30, 2025
Notional
Value
Assets
LiabilitiesNotional
Value
Assets(b)
LiabilitiesNotional
Value
Assets
Liabilities
Commodity contracts$4,122 $475 $— $3,632 $— $106 $3,280 $— $65 
Cross-currency swaps
— — — 759,780 59,450 — — — — 
Interest rate caps— — — — — — 133,898 — — 
$4,122 $475 $— $763,412 $59,450 $106 $137,178 $— $65 
(a)Includes $39.2 million, $46.9 million, and $61.2 million of cross-currency swaps recorded in Other long-term assets as of June 30, 2026, December 31, 2025, and June 30, 2025, respectively, with all remaining amounts recorded in Other current assets.
(b)Includes $59.5 million of cross-currency swaps recorded in Other current assets as of December 31, 2025, for which hedge accounting was discontinued prospectively effective September 30, 2025, as it was reasonably possible, but not probable, that the related medium-term notes would be settled prior to maturity.
The amounts of gains and losses related to the Company's derivative financial instruments designated as cash flow hedges were as follows (in thousands):
23
Gain/(Loss)
Recognized in OCI		Gain/(Loss)
Reclassified from AOCL into Income
Three months endedSix months endedThree months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Foreign currency contracts$4,691 $(21,953)$12,161 $(30,546)$(894)$5,749 $(3,123)$9,148 
Commodity contracts(49)(140)79 (9)(75)— 50 58 
Cross-currency swaps339 136,721 (7,724)166,818 (6,884)116,669 (21,990)150,989 
Treasury rate lock contracts— — — — (110)(211)(219)(422)
Swap rate lock contracts— — — — — (148)(141)(294)
$4,981 $114,628 $4,516 $136,263 $(7,963)$122,059 $(25,423)$159,479 

24
The location and amount of gains and losses recognized in income related to the Company's derivative financial instruments designated as cash flow hedges were as follows (in thousands):
Motorcycles and related products
cost of goods sold		Selling, administrative &
engineering expense		Interest expenseFinancial services interest expense
Three months ended June 30, 2026
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded
$809,316 $296,906 $3,622 $30,562 
Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts(894)— — — 
Commodity contracts(75)— — — 
Cross-currency swaps— (6,884)— — 
Treasury rate lock contracts— — (47)(63)
Swap rate lock contracts— — — — 
Three months ended June 30, 2025
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded
$750,793 $300,557 $7,696 $93,574 
Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts5,749 — — — 
Commodity contracts— — — — 
Cross-currency swaps— 116,669 — — 
Treasury rate lock contracts— — (91)(120)
Swap rate lock contracts— — — (148)
Six months ended June 30, 2026
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded
$1,603,449 $599,362 $7,192 $69,859 
Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts(3,123)— — — 
Commodity contracts50 — — — 
Cross-currency swaps— (21,990)— — 
Treasury rate lock contracts— — (93)(126)
Swap rate lock contracts— — — (141)
Six months ended June 30, 2025
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded
$1,521,579 $556,214 $15,382 $182,508 
Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts9,148 — — — 
Commodity contracts58 — — — 
Cross-currency swaps— 150,989 — — 
Treasury rate lock contracts— — (182)(240)
Swap rate lock contracts— — — (294)
The amount of net gain included in Accumulated other comprehensive loss (AOCL) at June 30, 2026, estimated to be reclassified into income over the next 12 months was $21.8 million.
25
The amount of gains and losses recognized in income related to derivative financial instruments not designated as hedging instruments were as follows (in thousands). Gains and losses on foreign currency contracts and commodity contracts were recorded in Motorcycles and related products cost of goods sold. Gains and losses on cross-currency swaps and interest rate caps were recorded in Selling, administrative & engineering expense.
Amount of Gain/(Loss)
Recognized in Income
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Foreign currency contracts$335 $3,208 $(5,774)$5,366 
Commodity contracts71 (65)1,226 (122)
Cross-currency swaps
— — 4,101 — 
Interest rate caps— — — (2)
$406 $3,143 $(447)$5,242 
The Company is exposed to credit loss risk in the event of non-performance by counterparties to its derivative financial instruments. Although no assurances can be given, the Company does not expect any of the counterparties to its derivative financial instruments to fail to meet their obligations. To manage credit loss risk, the Company evaluates counterparties based on credit ratings and, on a quarterly basis, evaluates each hedge’s net position relative to the counterparty’s ability to cover their position.
9. Debt
Debt with a contractual term less than 12 months is generally classified as short-term and consisted of the following (in thousands):
June 30,
2026		December 31,
2025		June 30,
2025
Unsecured commercial paper$613,141 $497,776 $503,353 
Debt with a contractual term greater than 12 months is generally classified as long-term and consisted of the following (in thousands): 
June 30,
2026		December 31,
2025		June 30,
2025
Secured debt:
Asset-backed Canadian commercial paper conduit facility$— $— $60,761 
Asset-backed U.S. commercial paper conduit facility— — 461,477 
Asset-backed securitization debt— — 1,872,229 
Unamortized discounts and debt issuance costs— — (6,015)
— — 2,388,452 
26
June 30,
2026		December 31,
2025		June 30,
2025
Unsecured notes (at par value):
Medium-term notes:
Due in 2026, issued April 2023(a)
6.36 %— 821,814 820,393 
Due in 2027, issued February 20223.05 %500,000 500,000 500,000 
Due in 2028, issued March 20236.50 %— — 700,000 
Due in 2029, issued June 20245.95 %144,903 144,903 500,000 
Due in 2030, issued March 2025(b)
5.61 %695,870 716,152 714,914 
Unamortized discounts and debt issuance costs(8,802)(10,906)(19,542)
1,331,971 2,171,963 3,215,765 
Senior notes:
Due in 2025, issued July 20153.50 %— — 450,000 
Due in 2045, issued July 20154.625 %300,000 300,000 300,000 
Unamortized discounts and debt issuance costs(2,658)(2,722)(2,836)
297,342 297,278 747,164 
1,629,313 2,469,241 3,962,929 
Long-term debt1,629,313 2,469,241 6,351,381 
Current portion of long-term debt, net(498,466)(819,629)(1,983,828)
Long-term debt, net$1,130,847 $1,649,612 $4,367,553 

(a)€700.0 million par value remeasured to U.S. dollar at December 31, 2025 and June 30, 2025, respectively
(b)€610.0 million par value remeasured to U.S. dollar at June 30, 2026, December 31, 2025, and June 30, 2025, respectively

Future principal payments of the Company's debt obligations as of June 30, 2026 were as follows (in thousands):
2026$613,141 
2027500,000 
2028— 
2029144,903 
2030695,870 
Thereafter300,000 
Future principal payments2,253,914 
Unamortized discounts and debt issuance costs(11,460)
$2,242,454 

10. Asset-Backed Financing
The Company participates in asset-backed financing both through asset-backed securitization transactions and through asset-backed commercial paper conduit facilities. In the Company's asset-backed financing programs, the Company transfers retail motorcycle finance receivables to special purpose entities (SPEs), which are considered VIEs under U.S. GAAP. Each SPE then converts those assets into cash through the issuance of debt. The Company retains servicing rights for all of the retail motorcycle finance receivables transferred to SPEs as part of an asset-backed financing. The accounting treatment for asset-backed financings depends on the terms of the related transaction and the Company’s continuing involvement with the VIE.
In transactions where the Company has power over the significant activities of the VIE and has an obligation to absorb losses or the right to receive benefits from the VIE that are potentially significant to the VIE, the Company is the primary beneficiary of the VIE and consolidates the VIE within its consolidated financial statements. On a consolidated basis, the asset-backed financing is treated as a secured borrowing in this type of transaction and is referred to as an on-balance sheet asset-backed financing.
27
In transactions where the Company is not the primary beneficiary of the VIE, the Company must determine whether it can achieve a sale for accounting purposes under ASC Topic 860, Transfers and Servicing (ASC 860). To achieve a sale for accounting purposes, the assets being transferred must be legally isolated, not be constrained by restrictions from further transfer, and be deemed to be beyond the Company’s control. If the Company does not meet all of these criteria for sale accounting, then the transaction is accounted for as a secured borrowing and is referred to as an on-balance sheet asset-backed financing.
If the Company meets all three of the sale criteria above, the transaction is recorded as a sale for accounting purposes and is referred to as an off-balance sheet asset-backed financing. Upon sale, the retail motorcycle finance receivables are removed from the Company’s Consolidated balance sheets and a gain or loss is recognized for the difference between the cash proceeds received, the assets derecognized, and the liabilities recognized as part of the transaction. The gain or loss on sale is recorded in Financial services revenue on the Consolidated statements of operations.
The Company is not required, and does not currently intend, to provide any additional financial support to the on- or off-balance sheet VIEs associated with these transactions. Investors and creditors in these transactions only have recourse to the assets held by the VIEs.
The Company had no assets or liabilities related to on-balance sheet asset-backed financings included in the Consolidated balance sheets at June 30, 2026 or December 31, 2025. The assets and liabilities related to the on-balance sheet asset-backed financings included in the Consolidated balance sheet at June 30, 2025 were as follows (in thousands):
June 30, 2025
Finance receivablesAllowance for credit lossesRestricted cashOther assetsTotal assetsAsset-backed debt, net
On-balance sheet assets and liabilities:
Consolidated VIEs:
Asset-backed securitizations$2,397,144 $(137,016)$129,665 $4,412 $2,394,205 $1,866,214 
Asset-backed U.S. commercial paper conduit facility520,562 (29,682)32,858 2,492 526,230 461,477 
Unconsolidated VIEs:
Asset-backed Canadian commercial paper conduit facility69,429 (3,288)6,161 141 72,443 60,761 
$2,987,135 $(169,986)$168,684 $7,045 $2,992,878 $2,388,452 
On-Balance Sheet Asset-Backed Securitization VIEs – The Company transfers U.S. retail motorcycle finance receivables to SPEs that in turn issue secured notes to investors, with various maturities and interest rates, secured by future collections of the purchased U.S. retail motorcycle finance receivables. Each on-balance sheet asset-backed securitization SPE is a separate legal entity, and the U.S. retail motorcycle finance receivables included in the asset-backed securitizations are only available for payment of the secured debt and other obligations arising from the asset-backed securitization transactions and are not available to pay other obligations or claims of the Company’s creditors until the associated secured debt and other obligations are satisfied. Restricted cash balances held by the SPEs are used only to support the securitizations. There are no amortization schedules for the secured notes; however, the debt is reduced monthly as available collections on the related U.S. retail motorcycle finance receivables are applied to outstanding principal.
The Company is the primary beneficiary of its on-balance sheet asset-backed securitization VIEs because it is the variable interest holder with the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses and the right to receive benefits which could potentially be significant to the VIE.
28
There were no transfers of U.S. retail motorcycle finance receivables to SPEs during the first six months of 2026. Quarterly transfers of U.S. retail motorcycle finance receivables to SPEs, the respective proceeds, and the respective proceeds, net of discounts and issuance costs were as follows in 2025 (in millions):
2025
TransfersProceedsProceeds, net
First quarter$— $— $— 
Second quarter584.4500.0497.8
$584.4 $500.0 $497.8 
On-Balance Sheet Asset-Backed U.S. Commercial Paper Conduit Facility VIE – In October 2025, the Company renewed its $1.50 billion revolving facility agreement (the U.S. Conduit Facility) with third-party banks and their asset-backed U.S. commercial paper conduits. Under the revolving facility agreement, the Company may transfer U.S. retail motorcycle finance receivables to an SPE, which in turn may issue debt to those third-party banks and their asset-backed U.S. commercial paper conduits. Availability under the U.S. Conduit Facility is based on, among other things, the amount and credit performance of eligible U.S. retail motorcycle finance receivables held by the SPE as collateral.
Under the U.S. Conduit Facility, the assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Company’s creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates if funded by a conduit lender through the issuance of commercial paper. The interest rate on all outstanding debt and future borrowings, if not funded by a conduit lender through the issuance of commercial paper, is based on the Secured Overnight Financing Rate (SOFR), with provisions for a transition to other benchmark rates in the future, if necessary. In addition to interest, a program fee is assessed based on the outstanding debt principal balance. The U.S. Conduit Facility also provides for an unused commitment fee based on the unused portion of the total aggregate commitment. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit Facility, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of June 30, 2026, the U.S. Conduit Facility had an expiration date of October 30, 2026.
The Company is the primary beneficiary of its U.S. Conduit Facility VIE because it is the variable interest holder with the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses and the right to receive benefits which could potentially be significant to the VIE.
There were no finance receivable transfers under the U.S. Conduit Facility during the first six months of 2026. Quarterly transfers of U.S. retail motorcycle finance receivables to the U.S. Conduit and the respective proceeds were as follows in 2025 (in millions):
2025
TransfersProceeds
First quarter$179.5 $155.0 
Second quarter— — 
$179.5 $155.0 
On-Balance Sheet Asset-Backed Canadian Commercial Paper Conduit Facility – In June 2026, the Company renewed and amended its revolving facility agreement with a Canadian bank-sponsored asset-backed commercial paper conduit (Canadian Conduit). Under the renewed and amended agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables for proceeds up to C$50.0 million, which was a C$115.0 million decrease in the total commitment. The amendment reflects lower forecasted funding requirements and the Company's liquidity position. The transferred assets are restricted as collateral for the payment of the associated debt. Availability under the Canadian Conduit is based on, among other things, the amount and credit performance of eligible Canadian retail motorcycle finance receivables held as collateral.
The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier
29
terminated or extended by mutual agreement of the Company and the lenders, as of June 30, 2026, the Canadian Conduit had an expiration of June 30, 2027.
The Company is not the primary beneficiary of the Canadian bank-sponsored, multi-seller conduit VIE; therefore, the Company does not consolidate the VIE. However, the Company treats the conduit facility as a secured borrowing as it maintains effective control over the assets transferred to the VIE and, therefore, does not meet the requirements for sale accounting.
As the Company participates in and does not consolidate the Canadian bank-sponsored, multi-seller conduit VIE, the maximum exposure to loss associated with this VIE is limited to the value of the Company's finance receivables held within the VIE. There were no finance receivable transfers under the Canadian Conduit Facility during the first six months of 2026 or 2025. The Company did not have any loss exposure associated with the Canadian Conduit at June 30, 2026, as there were no outstanding balances within the Canadian Conduit as of that date.
Off-Balance Sheet Asset-Backed Financing - During the third quarter of 2025, HDFS completed the sale of certain securitization beneficial interests to two counterparties. As a result, the Company determined that it was no longer the primary beneficiary of the associated VIEs. After also confirming that the transfers of loans that occurred at the inception of each VIE met the criteria for an accounting sale under ASC 860, the VIEs were deconsolidated during the third quarter of 2025. The sales of the securitization beneficial interests have been aggregated for purposes of the disclosures below.
In conjunction with the sale of these beneficial interests, the Company recorded an investment in a 5% interest in all notes (Retained Notes) previously issued by the VIEs that were deconsolidated, in accordance with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Regulation RR). The Company is prevented from transferring the Retained Notes due to risk retention rules in Regulation RR. The Company also retained an investment in 5% of the residual cash flows of the deconsolidated VIEs (Residual Interests). The investments in Retained Notes and Residual Interests, which are collectively referred to as retained securitization beneficial interests, are recorded within Other current assets and Other long-term assets on the Consolidated Balance Sheets. The Company had no other assets or liabilities related to its continuing involvement with the off-balance sheet VIEs as of June 30, 2026. Refer to Note 11 of the Notes to Consolidated financial statements for further information about the valuation and classification of these investments.
Cash flows from the Residual Interests, if any, arise from collections on U.S. retail motorcycle loans sold to the securitization trust, less servicing fees, credit losses, and contracted payment obligations owed to securitization trust investors. The investments in Residual Interests and investments in Retained Notes balances are classified as available for sale (AFS) securities and, accordingly, are held at fair value remeasured through OCI in the Statement of comprehensive income until realized. Unrealized losses are reclassified to Financial services revenue on the Consolidated statements of operations if the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before the recovery of the unrealized loss. Realized gains or losses are recorded in Financial services revenue on the Consolidated statements of operations. The Company evaluates the investments in Residual Interests and investments in Retained Notes for impairment on a quarterly basis. Cash flows from the Residual Interests and Retained Notes are presented within Collection of retained securitization beneficial interests on the Consolidated statement of cash flows. The Company's interest in residual cash flows is subject primarily to the credit risk and prepayment risk inherent in the underlying finance receivables. Retained Notes have a stated principal and interest rate and are senior securities within the VIEs. As the Company participates in and does not consolidate the off-balance sheet VIEs, the maximum exposure to loss associated with these VIEs, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, was $55.0 million at June 30, 2026.
The Company retained servicing rights on the U.S. retail motorcycle loans within the deconsolidated VIEs for which it will receive servicing fees of 1% per annum. The servicing fee paid to the Company is considered adequate compensation for the services provided and therefore no servicing asset or liability has been recorded. Servicing and related fee income is included in Financial services revenue on the Consolidated statements of operations as earned. The Company recorded $3.7 million and $8.1 million from contractually-specified servicing, late, and ancillary fees during the three and six months ended June 30, 2026, respectively.
11. Fair Value
The following tables present the fair values of certain of the Company's assets and liabilities within the fair value hierarchy as defined in Note 1.
Recurring Fair Value Measurements – The Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):
30
June 30, 2026
BalanceLevel 1Level 2Level 3
Assets:
Cash equivalents$1,538,577 $1,269,966 $268,611 $— 
Marketable securities33,417 33,417 — — 
Derivative financial instruments51,379 — 51,379 — 
Investments in Retained Notes47,180 — 47,180 — 
Investments in Residual Interests7,773 — — 7,773 
$1,678,326 $1,303,383 $367,170 $7,773 
Liabilities:
Derivative financial instruments$941 $— $941 $— 
LiveWire warrants607 397 210 — 
$1,548 $397 $1,151 $— 
December 31, 2025
Balance Level 1Level 2Level 3
Assets:
Cash equivalents$2,693,739 $2,553,850 $139,889 $— 
Marketable securities31,513 31,513 — — 
Derivative financial instruments108,435 — 108,435 — 
Investments in Retained Notes68,130 — 68,130 — 
Investments in Residual Interests10,156 — — 10,156 
$2,911,973 $2,585,363 $316,454 $10,156 
Liabilities:
Derivative financial instruments$6,494 $— $6,494 $— 
LiveWire warrants1,901 1,244 657 — 
$8,395 $1,244 $7,151 $— 
June 30, 2025
Balance Level 1Level 2Level 3
Assets:
Cash equivalents$1,270,875 $1,036,092 $234,783 $— 
Marketable securities32,854 32,854 — — 
Derivative financial instruments132,772 — 132,772 — 
$1,436,501 $1,068,946 $367,555 $— 
Liabilities:
Derivative financial instruments$16,029 $— $16,029 $— 
LiveWire warrants1,549 1,013 536 — 
$17,578 $1,013 $16,565 $— 

The following table presents the reconciliation for all Level 3 assets measured at fair value on a recurring basis (in thousands):
31
Investments in Residual Interests
Fair value at December 31, 2025
$10,156 
Investment Proceeds(2,078)
Realized gain reclassified from Other Comprehensive Loss to earnings41
Unrealized loss included in Other Comprehensive Loss
(346)
Fair value at June 30, 2026
$7,773 

Investments in Retained Notes and Residual Interests – As discussed in Note 10 of the Notes to Consolidated financial statements, the Company recorded investments in Retained Notes and Residual Interests in off-balance sheet VIEs. The fair value of the Retained Notes was estimated based on pricing available for transactions with similar terms and maturities (Level 2 inputs). The fair value of the Residual Interests was based on a discounted cash flow calculation using the key assumptions below (Level 3 inputs). Both investments are classified as available-for-sale (AFS) securities and, accordingly, are held at fair value remeasured through OCI in the Statement of comprehensive income.
The fair values of the Residual Interests were calculated using the following ranges of key assumptions:
June 30,
2026		December 31,
2025
Recovery rate on defaulted receivables
50.00%50.00%
Prepayment speed
1.40%1.40%
Expected cumulative lifetime losses
2.05% - 3.31%
2.01% - 3.21%
Weighted-average life (in years)
1.28 - 2.28
0.96 - 2.46
Residual cash flows discount rate
15.00%15.00%
The weighted averages of the key assumptions utilized in calculating the current and prior period fair values of the Residual Interests were as follows:
June 30,
2026		December 31,
2025
Recovery rate on defaulted receivables
50.00%50.00%
Prepayment speed
1.40%1.40%
Expected cumulative lifetime losses
2.86%2.47%
Weighted-average life (in years)
1.881.87
Residual cash flows discount rate
15.00%15.00%
Additionally, the fair value assumes that the Company, as servicer, does not exercise its option to purchase the underlying receivables at the earliest distribution date on which it is permitted to do so.
The sensitivities of the fair value to immediate adverse changes in the key assumptions for the investment in Residual Interests at June 30, 2026 and December 31, 2025 were as follows (dollars in thousands):

32
June 30, 2026December 31, 2025
Fair value of Residual Interests
$7,773 $10,156 
Prepayment speed
Impact on fair value of a 1.5% absolute prepayment speed adverse change
$(69)$(94)
Impact on fair value of a 1.6% absolute prepayment speed adverse change
$(136)$(186)
Expected cumulative lifetime losses
Impact on fair value of a 25 bps adverse change
$(130)$(183)
Impact on fair value of a 50 bps adverse change
$(260)$(365)
Residual cash flows discount rate
Impact on fair value of a 25 bps adverse change
$(34)$(44)
Impact on fair value of a 50 bps adverse change
$(68)$(88)
The sensitivities of the fair value to immediate adverse changes in the key assumptions for the investment in Retained Notes at June 30, 2026 and December 31, 2025 were as follows (dollars in thousands):
June 30, 2026December 31, 2025
Fair value of Retained Notes
$47,180 $68,130 
Weighted-average life (in years)
1.54
1.86
Discount rate
Impact on fair value of a 50 bps adverse change
$(352)$(300)
Impact on fair value of a 100 bps adverse change
$(543)$(613)
These sensitivities are hypothetical and should not be considered to be predictive of future performance. Changes in fair value generally cannot be extrapolated because the relationship of change in assumption to change in fair value may not be linear. Also, in these tables, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated independently from any change in another assumption. In reality, changes in one factor may contribute to changes in another, which may magnify or counteract the sensitivities. Furthermore, the estimated fair values as disclosed should not be considered indicative of future earnings on these assets.
The table below summarizes the unrealized positions for Residual Interests and Retained Notes (in thousands):
June 30, 2026
Amortized Cost
Unrealized Losses
Fair Value
Residual Interests
$7,979 $(206)$7,773 
Retained Notes
47,351 (171)47,180 
Total Beneficial Interests
$55,330 $(377)$54,953 
December 31, 2025
Amortized Cost
Unrealized Gains
Fair Value
Residual Interests
$10,109 $47 $10,156 
Retained Notes
68,001 129 68,130 
Total Beneficial Interests
$78,110 $176 $78,286 
The table below provides information regarding certain cash flows received from and paid to all motorcycle loan off-balance sheet securitized trusts during the six months ended June 30, 2026 (in thousands):
33
Servicing, late, and ancillary fees received
$8,062 
Collection of retained securitization beneficial interests
$23,460 
Nonrecurring Fair Value Measurements – Repossessed inventory was $4.3 million, $4.2 million and $25.6 million as of June 30, 2026, December 31, 2025 and June 30, 2025, respectively. The fair value adjustment of the repossessed inventory was an increase of $0.3 million, an increase of $2.5 million and a decrease of $10.8 million as of June 30, 2026, December 31, 2025 and June 30, 2025, respectively. Fair value is estimated using Level 2 inputs based on the recent market values of repossessed inventory.
Fair Value of Financial Instruments Measured at Cost – The carrying value of the Company's Cash and cash equivalents and Restricted cash approximates their fair values. The fair value and carrying value of the Company’s remaining financial instruments that are measured at cost or amortized cost were as follows (in thousands):
June 30, 2026December 31, 2025June 30, 2025
Fair ValueCarrying ValueFair ValueCarrying ValueFair ValueCarrying Value
Assets:
Finance receivables held for sale, net$545,510 $545,761 $268,111 $264,238 $— $— 
Finance receivables held for investment, net (a)
$2,085,543 $2,068,650 $1,665,453 $1,653,372 $7,423,293 $7,326,222 
Liabilities:
Deposits, net$520,458 $516,464 $537,136 $536,644 $541,418 $537,884 
Debt:
Unsecured commercial paper$613,141 $613,141 $497,776 $497,776 $503,353 $503,353 
Asset-backed U.S. commercial paper conduit facility$— $— $— $— $461,477 $461,477 
Asset-backed Canadian commercial paper conduit facility$— $— $— $— $60,761 $60,761 
Asset-backed securitization debt$— $— $— $— $1,877,186 $1,866,214 
Medium-term notes$1,341,603 $1,331,971 $2,195,390 $2,171,963 $3,267,379 $3,215,765 
Senior notes$237,182 $297,342 $241,057 $297,278 $687,885 $747,164 
(a)Excludes the $30.8 million and $47.6 million estimated recovery balances included in the allowance for credit losses as of June 30, 2026 and December 31, 2025, respectively.
Finance Receivables held for sale, net - The carrying value of retail finance receivables held for sale is the lower of amortized cost or fair value. The fair value of finance receivables held for sale was based on the estimated selling price of the receivables (Level 2 inputs).
Finance Receivables held for investment, net – The carrying value of retail and wholesale finance receivables held for investment is amortized cost less an allowance for credit losses. The fair value of retail finance receivables is generally calculated by discounting future cash flows using an estimated discount rate that reflects current credit, interest rate and prepayment risks associated with similar types of instruments. Fair value is determined based on Level 3 inputs. The amortized cost basis of wholesale finance receivables approximates fair value because they are generally either short-term or have interest rates that adjust with changes in market interest rates.
Deposits, net – The carrying value of deposits is amortized cost, net of fees. The fair value of deposits is estimated based upon rates currently available for deposits with similar terms and maturities. Fair value is calculated using Level 3 inputs.
34
Debt – The carrying value of debt is generally cost, net of unamortized discounts and debt issuance costs. The fair value of unsecured commercial paper is calculated using Level 2 inputs and approximates carrying value due to its short maturity. The fair value of debt provided under the U.S. Conduit Facility and the Canadian Conduit Facility is calculated using Level 2 inputs and approximates carrying value since the interest rates charged under the facilities are tied directly to market rates and fluctuate as market rates change. The fair values of the medium-term notes and senior notes are estimated based upon rates currently available for debt with similar terms and remaining maturities (Level 2 inputs). The fair value of the fixed-rate debt related to on-balance sheet asset-backed securitization transactions is estimated based on pricing currently available for transactions with similar terms and maturities (Level 2 inputs). The fair value of the floating-rate debt related to on-balance sheet asset-backed securitization transactions is calculated using Level 2 inputs and approximates carrying value since the interest rates charged are tied directly to market rates and fluctuate as market rates change.

12. Product Warranty and Recall Campaigns
The Company currently provides a standard two-year limited warranty on all new motorcycles sold worldwide, except in certain markets, where the Company currently provides a standard three-year limited warranty. The Company also provides a five-year limited warranty on the battery for electric motorcycles. In addition, the Company provides a one-year warranty for parts and accessories. The warranty coverage for the retail customer generally begins when the product is sold to a retail customer. The Company accrues for future warranty claims at the time of shipment using an estimated cost based primarily on historical Company claim information.
Additionally, the Company has from time to time initiated certain voluntary recall campaigns. The Company records estimated recall costs when the liability is both probable and estimable. This generally occurs when the Company's management approves and commits to a recall. The warranty and recall liability is included in Accrued liabilities and Other long-term liabilities on the Consolidated balance sheets. Changes in the Company’s warranty and recall liabilities were as follows (in thousands):
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Balance, beginning of period$81,160 $71,461 $73,125 $71,591 
Warranties issued during the period12,389 11,733 24,520 24,055 
Settlements made during the period(17,759)(14,391)(33,714)(27,410)
Recalls and changes to pre-existing warranty liabilities6,708 5,146 18,567 5,713 
Balance, end of period$82,498 $73,949 $82,498 $73,949 
The liability for recall campaigns, included in the balance above, was $27.1 million, $24.7 million and $21.7 million at June 30, 2026, December 31, 2025 and June 30, 2025, respectively.
35
13. Employee Benefit Plans
The Company has a qualified pension plan and postretirement healthcare benefit plans. The plans cover certain eligible employees and retirees of the HDMC segment. The Company also has unfunded supplemental employee retirement plan agreements (SERPA) with certain employees. Service cost is allocated among Selling, administrative and engineering expense, Motorcycles and related products cost of goods sold and Inventories, net. Amounts capitalized in inventory are not significant. Non-service cost components of net periodic benefit (income) cost are presented in Other income, net. Components of net periodic benefit (income) cost for the Company's defined benefit plans were as follows (in thousands):
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Pension and SERPA Benefits:
Service cost$878 $963 $1,756 $1,926 
Interest cost19,944 20,501 39,892 41,002 
Expected return on plan assets(30,444)(32,799)(60,888)(65,598)
Amortization of unrecognized:
Prior service cost
252 380 504 760 
Net gain (loss)
1,054 (174)2,108 (348)
Special retirement benefit cost
2,952 — 2,952 — 
Net periodic benefit income$(5,364)$(11,129)$(13,676)$(22,258)
Postretirement Healthcare Benefits:
Service cost$532 $643 $1,064 $1,286 
Interest cost2,243 2,618 4,486 5,236 
Expected return on plan assets(4,736)(4,675)(9,472)(9,350)
Amortization of unrecognized:
Prior service cost
149 149 298 298 
Net gain
(1,562)(1,369)(3,124)(2,738)
Net periodic benefit income$(3,374)$(2,634)$(6,748)$(5,268)
There are no required or planned voluntary qualified pension plan contributions for 2026. The Company expects it will continue to make ongoing benefit payments under the SERPA and postretirement healthcare plans.
14. Commitments and Contingencies
Litigation and Other Claims – The Company is subject to lawsuits and other claims related to product, commercial, employee, environmental and other matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. The Company also maintains insurance coverage for product liability exposures. Except for the Supply Matters discussed separately below, the Company believes there are no material exposures to loss in excess of amounts accrued.
Supply Matters – During the second quarter of 2022, the Company received information from a Tier 2 supplier, Proterial Cable America, Inc. (PCA f/k/a Hitachi Cable America, Inc.), concerning a potential regulatory compliance matter relating to PCA's brake hose assemblies. As a result, out of an abundance of caution, the Company suspended all vehicle assembly and shipments for approximately two weeks during the second quarter of 2022. Since then, the Company has been working through the regulatory compliance matter with PCA, the Company’s relevant Tier-1 suppliers, and the National Highway Traffic Safety Administration (NHTSA), the agency responsible for brake hose assembly compliance in the United States.
In connection with this matter, in July 2022, PCA notified NHTSA of a population of brake hose assemblies manufactured between May and July of 2022 that were non-compliant with select NHTSA laboratory test standards. Based on that filing, in August 2022, the Company notified NHTSA of the corresponding population of Harley-Davidson motorcycles containing those brake hose assemblies. In October 2022, PCA amended its original notification, expanding its population of non-compliant brake hose assemblies to include units produced by PCA for use in Harley-Davidson motorcycles beginning as early as model year 2008. In December 2022, the Company amended its August notification, expanding the population to also include Harley-
36
Davidson motorcycles that contained PCA's newly identified brake hose assemblies. In March 2023, PCA again amended its NHTSA notification, identifying additional compliance issues with the previously identified brake hose assemblies. The Company followed PCA's March amendment with a derivative amended notification to NHTSA in May 2023.
In June 2023, the Company received a letter from PCA advising that PCA was investigating a new, separate potential quality issue with brake hose assemblies produced by PCA after the Company’s 2022 production suspension. Due to this issue, the Company was forced to suspend production of most of the motorcycles manufactured at its York facility and run limited motorcycle manufacturing operations there for approximately two weeks. The Company continued to manufacture, among other motorcycles, the 2023 CVO Road Glide and Street Glide, which do not use PCA's brake hose assemblies. It also continued its normal motorcycle manufacturing operations at its international facilities. In connection with this matter, in late June 2023, PCA filed a new and separate NHTSA notification, identifying certain brake hose assemblies produced between June of 2022 and June of 2023 as noncompliant with select NHTSA laboratory test standards. The Company followed PCA’s June 2023 notification by filing a derivative notification with NHTSA in early July 2023.
As permitted by federal law, both PCA and the Company have utilized NHTSA’s standard process to petition the agency to determine that these compliance issues are inconsequential to motor vehicle safety ("Inconsequentiality Determinations"). If NHTSA makes the Inconsequentiality Determinations requested, the Company will be exempt from conducting a field action or recall of its motorcycles related to these matters.
In its inconsequentiality petitions, the Company has presented NHTSA with: (1) extensive independent, third-party and internal testing demonstrating that the brake hose assemblies at issue are robust to extreme conditions - which far exceed maximum expected motorcycle lifetime demands - with no impact to brake performance; and (2) real-world field safety data showing no documented crashes or injuries attributable to the identified compliance issues for the relevant affected populations. The Company believes its petitions are closely comparable to inconsequentiality petitions that have resulted in successful inconsequentiality determinations in the past. The Company is also confident that its position that the compliance issues are inconsequential to motor vehicle safety is strong and, therefore, no field action or recall will be necessary.
Based on its expectation that NHTSA will make Inconsequentiality Determinations, the Company does not expect that these regulatory noncompliance matters will result in material costs in the future, and no costs have been accrued to date. However, it is possible that a field action or recall could be required that could cause the Company to incur material costs. There are several variables and uncertainties associated with any potential field action or recall that are not yet fully known including, but not limited to, the population of brake hose assemblies and motorcycles, the specific field action or recall required, the complexity and cost of the required repair, the need for and availability of replacement parts, the suppliers of replacement parts and the number of motorcycle owners that would participate. The Company estimates, based on its available information and assumptions, that the cost of a potential field action or recall in the aggregate, if any were to occur, could range from approximately $140 million to $450 million. The Company continues to evaluate and update its estimates as it learns more about these regulatory matters, including the variables and uncertainties discussed above. The Company also continues to maintain its expectation that NHTSA will make the requested Inconsequentiality Determinations and that these regulatory matters will not result in any material field action or recall costs. If a material field action or recall were to result, the Company would seek full recovery of those amounts from its suppliers.

37
15. Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss were as follows (in thousands):
Three months ended June 30, 2026
Accumulated Other Comprehensive Loss Attributable to Harley-Davidson, Inc.
Foreign currency translation adjustmentsDerivative financial instruments
Available for sale securities
Pension and postretirement benefit plansTotalAccumulated Other Comprehensive Loss Attributable to Noncontrolling InterestsTotal Accumulated Other Comprehensive Loss
Balance, beginning of period$(53,378)$(2,525)$(216)$(215,985)$(272,104)$3,060 $(269,044)
Other comprehensive (loss) income, before reclassifications(11,606)4,981 (391)— (7,016)(414)$(7,430)
Income tax (expense) benefit
— (1,124)255 — (869)— (869)
(11,606)3,857 (136)— (7,885)(414)(8,299)
Reclassifications:
Net loss on derivative financial instruments
— 7,963 — — 7,963 — 7,963 
Net gains on available for sale securities— — (33)— (33)— (33)
Prior service credits(a)
— — — 401 401 — 401 
Actuarial gains(a)
— — — (508)(508)— (508)
Reclassifications before tax— 7,963 (33)(107)7,823 — 7,823 
Income tax (expense) benefit
— (2,055)8 25 (2,022)— (2,022)
— 5,908 (25)(82)5,801 — 5,801 
Other comprehensive (loss) income
(11,606)9,765 (161)(82)(2,084)(414)(2,498)
Balance, end of period$(64,984)$7,240 $(377)$(216,067)$(274,188)$2,646 $(271,542)
38
Three months ended June 30, 2025
Accumulated Other Comprehensive Loss Attributable to Harley-Davidson, Inc.
Foreign currency translation adjustmentsDerivative financial instruments
Available for sale securities
Pension and postretirement benefit plansTotalAccumulated Other Comprehensive Loss Attributable to Noncontrolling InterestsTotal Accumulated Other Comprehensive Loss
Balance, beginning of period$(83,737)$(4,523)$— $(249,923)$(338,183)$— $(338,183)
Other comprehensive income, before reclassifications
46,296 114,628 — — 160,924 — 160,924 
Income tax expense
— (27,412)— — (27,412)— (27,412)
46,296 87,216 — — 133,512 — 133,512 
Reclassifications:
Net gain on derivative financial instruments
— (122,059)— — (122,059)— (122,059)
Prior service credits(a)
— — — 529 529 — 529 
Actuarial gains(a)
— — — (1,543)(1,543)— (1,543)
Reclassifications before tax— (122,059)— (1,014)(123,073)— (123,073)
Income tax benefit
— 29,084 — 238 29,322 — 29,322 
— (92,975)— (776)(93,751)— (93,751)
Other comprehensive income (loss)
46,296 (5,759)— (776)39,761 — 39,761 
Balance, end of period$(37,441)$(10,282)$— $(250,699)$(298,422)$— $(298,422)
(a)    Amounts reclassified are included in the computation of net periodic benefit (income) cost, discussed further in Note 13.
39
Six months ended June 30, 2026
Accumulated Other Comprehensive Loss Attributable to Harley-Davidson, Inc.
Foreign currency translation adjustmentsDerivative financial instruments
Available for sale securities
Pension and postretirement benefit plansTotalAccumulated Other Comprehensive Loss Attributable to Noncontrolling InterestsTotal Accumulated Other Comprehensive Loss
Balance, beginning of period$(25,994)$(15,417)$176 $(215,902)$(257,137)$3,060 $(254,077)
Other comprehensive income, before reclassifications
(38,990)4,516 (698)— (35,172)(414)(35,586)
Income tax (expense) benefit— (1,431)170 — (1,261)— (1,261)
(38,990)3,085 (528)— (36,433)(414)(36,847)
Reclassifications:
Net losses on derivative financial instruments— 25,423 — — 25,423 — 25,423 
Net gains on available for sale securities— — (33)— (33)— (33)
Prior service credits(a)
— — — 802 802 — 802 
Actuarial gains(a)
— — — (1,016)(1,016)— (1,016)
Reclassifications before tax— 25,423 (33)(214)25,176 — 25,176 
Income tax (expense) benefit— (5,851)8 49 (5,794)— (5,794)
— 19,572 (25)(165)19,382 — 19,382 
Other comprehensive income (loss)
(38,990)22,657 (553)(165)(17,051)(414)(17,465)
Balance, end of period$(64,984)$7,240 $(377)$(216,067)$(274,188)$2,646 $(271,542)
40
Six months ended June 30, 2025
Accumulated Other Comprehensive Loss Attributable to Harley-Davidson, Inc.
Foreign currency translation adjustmentsDerivative financial instrumentsAvailable for sale securitiesPension and postretirement benefit plansTotalAccumulated Other Comprehensive Loss Attributable to Noncontrolling InterestsTotal Accumulated Other Comprehensive Loss
Balance, beginning of period$(91,102)$7,542 $— $(249,146)$(332,706)$— $(332,706)
Other comprehensive income, before reclassifications55,668 136,263 — — 191,931 — 191,931 
Income tax expense(2,007)(32,602)— — (34,609)— (34,609)
53,661 103,661 — — 157,322 — 157,322 
Reclassifications:
Net gain on derivative financial instruments— (159,479)— — (159,479)— (159,479)
Prior service credits(a)
— — — 1,058 1,058 — 1,058 
Actuarial gains(a)
— — — (3,086)(3,086)— (3,086)
Reclassifications before tax— (159,479)— (2,028)(161,507)— (161,507)
Income tax benefit— 37,994 — 475 38,469 — 38,469 
— (121,485)— (1,553)(123,038)— (123,038)
Other comprehensive income (loss)53,661 (17,824)— (1,553)34,284 — 34,284 
Balance, end of period$(37,441)$(10,282)$— $(250,699)$(298,422)$— $(298,422)
(a)Amounts reclassified are included in the computation of net periodic benefit (income) cost, discussed further in Note 13.
41
16. Reportable Segments
The Company operates in three business segments: HDMC, LiveWire and HDFS. The Company's reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations.
Selected segment information is set forth below (in thousands):
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
HDMC:
Revenue$1,104,280 $1,043,649 $2,159,751 $2,125,155 
Motorcycles and related products cost of goods sold800,154 744,944 1,588,636 1,511,206 
Gross profit304,126 298,705 571,115 613,949 
Selling, administrative and engineering expense:
People expenses(a)
90,880 90,566 192,668 171,874 
Marketing and advertising expenses(b)
44,676 48,919 81,038 80,914 
Other segment items(c)
96,232 97,904 206,146 183,574 
Operating income
72,338 61,316 91,263 177,587 
LiveWire:
Revenue9,114 6,011 14,230 8,754 
Motorcycles and related products cost of goods sold9,162 5,849 14,813 10,373 
Gross (loss) profit(48)162 (583)(1,619)
Selling, administrative and engineering expense
17,879 18,815 35,015 36,842 
Operating loss(17,927)(18,653)(35,598)(38,461)
HDFS:
Financial services revenue117,043 257,438 228,987 502,399 
Financial services interest expense30,562 93,574 69,859 182,508 
Financial services provision for credit losses17,643 49,738 30,796 103,072 
Selling and administrative expense47,239 44,353 84,495 83,010 
Operating income21,599 69,773 43,837 133,809 
Operating income$76,010 $112,436 $99,502 $272,935 
(a)People expenses include salary and related fringe costs, including payroll tax and health and welfare costs, short-term incentive compensation and long-term incentive compensation, primarily in the form of share-based awards and one-time employee termination benefits.
(b)Marketing and advertising expenses include costs related to digital and print media, social media, website maintenance, consumer experiences, product placement, sponsorships and market research.
(c)Other segment items for HDMC include depreciation, warranty, maintenance and facilities costs, supplies and materials, and other professional services.  These costs are all included in Selling, administrative and engineering expense.
42
Additional segment information is set forth below (in thousands): 
(Unaudited)(Unaudited)
June 30,
2026		December 31,
2025		June 30,
2025
Assets:
HDMC$3,681,633 $3,866,701 $3,616,903 
LiveWire117,943 146,518 109,770 
HDFS3,446,289 4,031,596 8,323,772 
Consolidated$7,245,865 $8,044,815 $12,050,445 
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Depreciation and Amortization:
HDMC$39,644 $35,420 $80,651 $71,679 
LiveWire2,245 2,588 4,660 5,673 
HDFS675 2,417 1,392 4,777 
Consolidated$42,564 $40,425 $86,703 $82,129 
Six months ended
June 30,
2026		June 30,
2025
Capital expenditures:
HDMC$43,060 $63,287 
LiveWire1,534 2,043 
HDFS100 230 
Consolidated$44,694 $65,560 
 
17. Supplemental Consolidating Data
The supplemental consolidating data includes separate legal entity data for the Company's financial services entities, including Harley-Davidson Financial Services, Inc. and its subsidiaries (Financial Services Entities), and all other Harley-Davidson, Inc. entities (Non-Financial Services Entities). This information is presented to highlight the separate financial statement impacts of the Company's Financial Services Entities and its Non-Financial Services Entities. The income statement information presented below differs from reportable segment income statement information primarily due to the allocation of legal entity consolidating adjustments to income for reportable segments. Supplemental consolidating data is as follows (in thousands):

43
Three months ended June 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Revenue:
Motorcycles and related products$1,114,127 $— $(733)$1,113,394 
Financial services— 117,475 (432)117,043 
1,114,127 117,475 (1,165)1,230,437 
Costs and expenses:
Motorcycles and related products cost of goods sold809,316 — — 809,316 
Financial services interest expense— 30,562 — 30,562 
Financial services provision for credit losses— 17,643 — 17,643 
Selling, administrative and engineering expense250,073 47,973 (1,140)296,906 
1,059,389 96,178 (1,140)1,154,427 
Operating income54,738 21,297 (25)76,010 
Other income, net 11,047 — — 11,047 
Investment income11,840 — — 11,840 
Interest expense(96,378)— 100,000 3,622 
Income before income taxes174,003 21,297 (100,025)95,275 
Income tax provision10,866 5,428 — 16,294 
Net income163,137 15,869 (100,025)78,981 
Less: loss attributable to noncontrolling interests824 $— $— $824 
Net income attributable to Harley-Davidson, Inc.$163,961 $15,869 $(100,025)$79,805 
Six months ended June 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Revenue:
Motorcycles and related products$2,175,439 $— $(1,458)$2,173,981 
Financial services— 229,737 (750)228,987 
2,175,439 229,737 (2,208)2,402,968 
Costs and expenses:
Motorcycles and related products cost of goods sold1,603,449 — — 1,603,449 
Financial services interest expense— 69,859 — 69,859 
Financial services provision for credit losses— 30,796 — 30,796 
Selling, administrative and engineering expense515,636 85,953 (2,227)599,362 
2,119,085 186,608 (2,227)2,303,466 
Operating income56,354 43,129 19 99,502 
Other income, net 24,526 — — 24,526 
Investment income20,536 — — 20,536 
Interest expense(92,808)— 100,000 7,192 
Income before income taxes194,224 43,129 (99,981)137,372 
Provision for income taxes23,671 10,596 — 34,267 
Net income170,553 32,533 (99,981)103,105 
Less: loss attributable to noncontrolling interests1,473 — — 1,473 
Net income attributable to Harley-Davidson, Inc.$172,026 $32,533 $(99,981)$104,578 
44
Three months ended June 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Revenue:
Motorcycles and Related Products$1,052,206 $— $(2,546)$1,049,660 
Financial Services— 258,834 (1,396)257,438 
1,052,206 258,834 (3,942)1,307,098 
Costs and expenses:
Motorcycles and related products cost of goods sold
750,793 — — 750,793 
Financial Services interest expense— 93,574 — 93,574 
Financial Services provision for credit losses— 49,738 — 49,738 
Selling, administrative and engineering expense257,361 46,884 (3,688)300,557 
1,008,154 190,196 (3,688)1,194,662 
Operating income44,052 68,638 (254)112,436 
Other income, net14,477 — — 14,477 
Investment income10,950 — — 10,950 
Interest expense7,696 — — 7,696 
Income before income taxes61,783 68,638 (254)130,167 
Provision for income taxes7,976 16,446 — 24,422 
Net income53,807 52,192 (254)105,745 
Less: loss attributable to noncontrolling interests1,824 — — 1,824 
Net income attributable to Harley-Davidson, Inc.$55,631 $52,192 $(254)$107,569 
Six months ended June 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Revenue:
Motorcycles and related products$2,138,719 $— $(4,810)$2,133,909 
Financial services— 504,551 (2,152)502,399 
2,138,719 504,551 (6,962)2,636,308 
Costs and expenses:
Motorcycles and related products cost of goods sold1,521,579 — — 1,521,579 
Financial services interest expense— 182,508 — 182,508 
Financial services provision for credit losses— 103,072 — 103,072 
Selling, administrative and engineering expense475,309 87,820 (6,915)556,214 
1,996,888 373,400 (6,915)2,363,373 
Operating income141,831 131,151 (47)272,935 
Other income, net30,750 — — 30,750 
Investment income
19,891 — — 19,891 
Interest expense15,382 — — 15,382 
Income before income taxes177,090 131,151 (47)308,194 
Provision for income taxes40,744 30,908 — 71,652 
Net income136,346 100,243 (47)236,542 
Less: loss attributable to noncontrolling interests4,131 — — 4,131 
Net income attributable to Harley-Davidson, Inc.$140,477 $100,243 $(47)$240,673 
45

Three months ended June 30, 2026
 Non-Financial Services Entities Financial Services EntitiesConsolidating AdjustmentsConsolidated
Net income$163,137 $15,869 $(100,025)$78,981 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(9,203)(2,817)— (12,020)
Derivative financial instruments4,263 5,502 — 9,765 
Unrealized loss on available for sale securities— (161)— (161)
Pension and postretirement benefit plans(82)— — (82)
(5,022)2,524 — (2,498)
Comprehensive income158,115 18,393 (100,025)76,483 
Less: Comprehensive loss attributable to noncontrolling interests1,238 — — 1,238 
Comprehensive income attributable to Harley-Davidson, Inc.$159,353 $18,393 $(100,025)$77,721 
Six months ended June 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Net income$170,553 $32,533 $(99,981)$103,105 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(34,450)(4,954)— (39,404)
Derivative financial instruments11,610 11,047 — 22,657 
Unrealized loss on available for sale securities— (553)— (553)
Pension and postretirement benefit plans(165)— — (165)
(23,005)5,540 — (17,465)
Comprehensive income147,548 38,073 (99,981)85,640 
Less: Comprehensive loss attributable to noncontrolling interests1,887 — — 1,887 
Comprehensive income attributable to Harley-Davidson, Inc.$149,435 $38,073 $(99,981)$87,527 
46
Three months ended June 30, 2025
 Non-Financial Services Entities Financial Services EntitiesConsolidating AdjustmentsConsolidated
Net income$53,807 $52,192 $(254)$105,745 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments39,941 6,355 — 46,296 
Derivative financial instruments(21,234)15,475 — (5,759)
Pension and postretirement benefit plans(776)— — (776)
17,931 21,830 — 39,761 
Comprehensive income71,738 74,022 (254)145,506 
Less: Comprehensive loss attributable to noncontrolling interests1,824 — — 1,824 
Comprehensive income attributable to Harley-Davidson, Inc.$73,562 $74,022 $(254)$147,330 
Six months ended June 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Net income$136,346 $100,243 $(47)$236,542 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments46,142 7,519 — 53,661 
Derivative financial instruments(30,284)12,460 — (17,824)
Pension and postretirement benefit plans(1,553)— — (1,553)
14,305 19,979 — 34,284 
Comprehensive income150,651 120,222 (47)270,826 
Less: Comprehensive loss attributable to noncontrolling interests4,131 — — 4,131 
Comprehensive income attributable to Harley-Davidson, Inc.$154,782 $120,222 $(47)$274,957 
47
June 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
ASSETS
Current assets:
Cash and cash equivalents$1,283,300 $612,489 $— $1,895,789 
Accounts receivable, net616,735 200 (315,147)301,788 
Finance receivables held for sale, net
— 545,761 — 545,761 
Finance receivables held for investment, net
— 1,094,533 — 1,094,533 
Inventories, net500,935 — — 500,935 
Other current assets257,175 63,903 (70,658)250,420 
2,658,145 2,316,886 (385,805)4,589,226 
Finance receivables held for investment, net
— 1,004,886 — 1,004,886 
Property, plant and equipment, net687,603 3,481 — 691,084 
Pension and postretirement assets567,824 — — 567,824 
Goodwill63,608 — — 63,608 
Deferred income taxes53,570 18,077 (863)70,784 
Lease assets75,087 2,024 — 77,111 
Other long-term assets202,977 100,935 (122,570)181,342 
$4,308,814 $3,446,289 $(509,238)$7,245,865 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$374,508 $349,914 $(315,147)$409,275 
Accrued liabilities504,277 189,991 (70,123)624,145 
Short-term deposits, net— 266,421 — 266,421 
Short-term debt— 613,141 — 613,141 
Current portion of long-term debt, net— 498,466 — 498,466 
878,785 1,917,933 (385,270)2,411,448 
Long-term deposits, net— 250,043 — 250,043 
Long-term debt, net297,342 833,505 — 1,130,847 
Lease liabilities63,228 1,421 — 64,649 
Pension and postretirement liabilities51,472 — — 51,472 
Deferred income taxes2,283 4,837 — 7,120 
Other long-term liabilities151,196 61,589 1,482 214,267 
Commitments and contingencies (Note 14)
Shareholders’ equity2,864,508 376,961 (125,450)3,116,019 
$4,308,814 $3,446,289 $(509,238)$7,245,865 

48
December 31, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
ASSETS
Current assets:
Cash and cash equivalents$1,314,917 $1,776,827 $— $3,091,744 
Accounts receivable, net288,183 164 (62,587)225,760 
Finance receivables held for sale, net
— 264,238 — 264,238 
Finance receivables held for investment, net
— 981,926 — 981,926 
Inventories, net730,898 — — 730,898 
Other current assets196,406 142,880 (46,903)292,383 
2,530,404 3,166,035 (109,490)5,586,949 
Finance receivables held for investment, net
— 719,060 — 719,060 
Property, plant and equipment, net745,451 4,773 — 750,224 
Pension and postretirement assets546,303 — — 546,303 
Goodwill63,913 — — 63,913 
Deferred income taxes61,956 12,939 (1,103)73,792 
Lease assets80,124 2,418 — 82,542 
Other long-term assets217,416 126,371 (121,755)222,032 
$4,245,567 $4,031,596 $(232,348)$8,044,815 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$366,507 $85,317 $(62,587)$389,237 
Accrued liabilities477,041 241,577 (46,661)671,957 
Short-term deposits, net— 280,095 — 280,095 
Short-term debt— 497,776 — 497,776 
Current portion of long-term debt, net— 819,629 — 819,629 
843,548 1,924,394 (109,248)2,658,694 
Long-term deposits, net— 256,549 — 256,549 
Long-term debt, net297,278 1,352,334 — 1,649,612 
Lease liabilities67,497 1,928 — 69,425 
Pension and postretirement liabilities53,135 — — 53,135 
Deferred income taxes2,267 3,239 — 5,506 
Other long-term liabilities138,410 55,080 1,554 195,044 
Commitments and contingencies (Note 14)
Shareholders’ equity2,843,432 438,072 (124,654)3,156,850 
$4,245,567 $4,031,596 $(232,348)$8,044,815 
49
June 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
ASSETS
Current assets:
Cash and cash equivalents$1,067,346 $520,318 $— $1,587,664 
Accounts receivable, net602,064 99 (276,407)325,756 
Finance receivables held for investment, net
— 2,127,866 — 2,127,866 
Inventories, net630,287 — — 630,287 
Restricted cash— 149,782 — 149,782 
Other current assets249,430 134,295 (56,465)327,260 
2,549,127 2,932,360 (332,872)5,148,615 
Finance receivables held for investment, net
— 5,198,356 — 5,198,356 
Property, plant and equipment, net720,914 8,577 — 729,491 
Pension and postretirement assets467,893 — — 467,893 
Goodwill63,839 — — 63,839 
Deferred income taxes84,817 82,876 (893)166,800 
Lease assets69,133 2,805 — 71,938 
Other long-term assets225,461 98,798 (120,746)203,513 
$4,181,184 $8,323,772 $(454,511)$12,050,445 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$337,519 $306,268 $(276,407)$367,380 
Accrued liabilities562,411 166,796 (55,971)673,236 
Short-term deposits, net— 243,101 — 243,101 
Short-term debt— 503,353 — 503,353 
Current portion of long-term debt, net449,976 1,533,852 — 1,983,828 
1,349,906 2,753,370 (332,378)3,770,898 
Long-term deposits, net— 294,783 — 294,783 
Long-term debt, net297,188 4,070,365 — 4,367,553 
Lease liabilities53,880 2,422 — 56,302 
Pension and postretirement liabilities52,189 — — 52,189 
Deferred income taxes15,794 1,233 — 17,027 
Other long-term liabilities137,012 44,988 1,760 183,760 
Commitments and contingencies (Note 14)
Shareholders’ equity2,275,215 1,156,611 (123,893)3,307,933 
$4,181,184 $8,323,772 $(454,511)$12,050,445 
50
Six months ended June 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Cash flows from operating activities:
Net income$170,553 $32,533 $(99,981)$103,105 
Adjustments to reconcile Net income to Net cash (used) provided by operating activities:
Depreciation and amortization85,311 1,392 — 86,703 
Amortization of deferred loan origination costs— 4,804 — 4,804 
Amortization of financing origination fees64 2,421 — 2,485 
Income related to long-term employee benefits
(20,424)— — (20,424)
Employee benefit plan contributions and payments(2,975)— — (2,975)
Stock compensation expense17,219 815 — 18,034 
Net change in wholesale finance receivables related to sales— — (80,003)(80,003)
Provision for credit losses— 30,796 — 30,796 
Collections from finance receivables held for sale
— 74,760 — 74,760 
Proceeds from sale of finance receivables held for sale
— 761,221 — 761,221 
Originations of finance receivables held for sale
— (1,181,674)— (1,181,674)
Deferred income taxes4,129 (7,097)(240)(3,208)
Other, net16,675 (1,365)(20)15,290 
Changes in current assets and liabilities:
Accounts receivable, net(333,774)— 252,560 (81,214)
Finance receivables – accrued interest and other
— (4,721)— (4,721)
Inventories, net221,794 — — 221,794 
Accounts payable and accrued liabilities54,870 220,362 (269,872)5,360 
Other current assets(50,865)17,291 23,756 (9,818)
(7,976)(80,995)(73,819)(162,790)
Net cash (used) provided by operating activities 162,577 (48,462)(173,800)(59,685)
51
Six months ended June 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Cash flows from investing activities:
Capital expenditures(44,594)(100)— (44,694)
Origination of finance receivables held for investment
— (2,370,945)1,498,284 (872,661)
Collections on finance receivables held for investment
— 2,000,347 (1,424,484)575,863 
Collection of retained securitization beneficial interests
— 23,460 — 23,460 
Proceeds from derivative instruments
— 51,574 — 51,574 
Other investing activities(280)— — (280)
Net cash (used) provided by investing activities
(44,874)(295,664)73,800 (266,738)
Cash flows from financing activities:
Repayments of medium-term notes— (810,950)— (810,950)
Net increase in unsecured commercial paper
— 114,102 — 114,102 
Net decrease in deposits
— (20,554)— (20,554)
Dividends paid(41,211)(100,000)100,000 (41,211)
Repurchase of common stock(100,388)— — (100,388)
Other financing activities97 — — 97 
Net cash (used) provided by financing activities(141,502)(817,402)100,000 (858,904)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(7,818)(2,810)— (10,628)
Net decrease in cash, cash equivalents and restricted cash
$(31,617)$(1,164,338)$— $(1,195,955)
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period$1,314,917 $1,776,827 $— $3,091,744 
Net decrease in cash, cash equivalents and restricted cash
(31,617)(1,164,338)— (1,195,955)
Cash, cash equivalents and restricted cash, end of period$1,283,300 $612,489 $— $1,895,789 
52
Six months ended June 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Cash flows from operating activities:
Net income$136,346 $100,243 $(47)$236,542 
Adjustments to reconcile Net income to Net cash (used) provided by operating activities:
Depreciation and amortization77,352 4,777 — 82,129 
Amortization of deferred loan origination costs— 32,489 — 32,489 
Amortization of financing origination fees364 6,266 — 6,630 
Income related to long-term employee benefits
(27,526)— — (27,526)
Employee benefit plan contributions and payments(3,256)— — (3,256)
Stock compensation expense16,246 1,161 — 17,407 
Net change in wholesale finance receivables related to sales— — (145,174)(145,174)
Provision for credit losses— 103,072 — 103,072 
Deferred income taxes11,955 2,025 (124)13,856 
Other, net(18,648)20,195 45 1,592 
Changes in current assets and liabilities:
Accounts receivable, net(282,732)— 215,881 (66,851)
Finance receivables – accrued interest and other
— 4,999 — 4,999 
Inventories, net142,996 — — 142,996 
Accounts payable and accrued liabilities95,281 230,797 (189,980)136,098 
Other current assets6,156 (10,497)(21,170)(25,511)
18,188 395,284 (140,522)272,950 
Net cash (used) provided by operating activities 154,534 495,527 (140,569)509,492 
Cash flows from investing activities:
Capital expenditures(65,330)(230)— (65,560)
Origination of finance receivables held for investment
— (3,203,305)1,437,354 (1,765,951)
Collections on finance receivables held for investment
— 3,037,751 (1,296,785)1,740,966 
Other investing activities691 — — 691 
Net cash (used) provided by investing activities(64,639)(165,784)140,569 (89,854)
53
Six months ended June 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Cash flows from financing activities:
Proceeds from issuance of medium-term notes— 647,088 — 647,088 
Repayments of medium-term notes— (700,000)— (700,000)
Proceeds from securitization debt— 497,790 — 497,790 
Repayments of securitization debt— (584,153)— (584,153)
Borrowings of asset-backed commercial paper— 155,000 — 155,000 
Repayments of asset-backed commercial paper— (145,379)— (145,379)
Net decrease in unsecured commercial paper— (135,902)— (135,902)
Net decrease in deposits
— (13,073)— (13,073)
Dividends paid(44,756)— — (44,756)
Repurchase of common stock(93,140)— — (93,140)
Other financing activities6 — — 6 
Net cash used by financing activities(137,890)(278,629)— (416,519)
Effect of exchange rate changes on cash, cash equivalents and restricted cash9,678 2,697 — 12,375 
Net (decrease) increase in cash, cash equivalents and restricted cash$(38,317)$53,811 $— $15,494 
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period$1,105,663 $635,191 $— $1,740,854 
Net (decrease) increase in cash, cash equivalents and restricted cash(38,317)53,811 — 15,494 
Cash, cash equivalents and restricted cash, end of period$1,067,346 $689,002 $— $1,756,348 
54
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise requires, all references to the “Company” include Harley-Davidson, Inc. and all its subsidiaries. Harley-Davidson, Inc. operates in three segments: Harley-Davidson Motor Company (HDMC), LiveWire and Harley-Davidson Financial Services (HDFS).
The “% Change” figures included in the Results of Operations sections were calculated using unrounded dollar amounts and may differ from calculations using the rounded dollar amounts presented. Certain “% Change” deemed not meaningful (NM) have been excluded.
(1) Note Regarding Forward-Looking Statements
The Company intends that certain matters discussed in this report are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by reference to this footnote or because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects,” “plans,” "projects," “may,” “will,” “estimates,” “targets,” “intends,” "forecasts," "is on track," "remains confident," "seeks," "sees," "should," "feels," "commits," "assumes," "envisions," or words of similar meaning. Similarly, statements that describe or refer to future expectations, future plans, strategies, objectives, outlooks, targets, guidance, commitments or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially, unfavorably or favorably, from those anticipated as of the date of this report. Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this report, including under the caption "Cautionary Statements" in this Item 2, as well as in Item 1A. Risk Factors, as well as in Item 1A. Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in the "Key Factors Impacting the Company" and the “Guidance” sections in this Item 2 are only made as of July 23, 2026 and the remaining forward-looking statements in this report are made as of the date of the filing of this report (August 5, 2026), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Overview(1)
Net income attributable to Harley-Davidson, Inc. was $79.8 million, or $0.75 per diluted share, in the second quarter of 2026 compared to $107.6 million, or $0.88 per diluted share, in the second quarter of 2025.
In the second quarter of 2026, HDMC segment operating income was $72.3 million, an increase of $11.0 million from the second quarter of 2025. The increase in operating income from the HDMC segment for the second quarter of 2026 was driven primarily by higher motorcycle shipments, lower manufacturing and tariff costs, and lower operating expenses partially offset by less beneficial product mix and pricing, higher raw material pricing and unfavorable currency impacts. Operating loss from the LiveWire segment in the second quarter of 2026 was $17.9 million compared to an operating loss of $18.7 million in the prior year quarter due primarily to lower operating expenses. Operating income from the HDFS segment in the second quarter of 2026 was $21.6 million, down $48.2 million compared to the prior year quarter due primarily to lower interest income on lower retail finance receivables, partially offset by lower interest expense, a lower provision for credit losses, and favorable other income from servicing fees. The HDFS impacts are primarily related to the sale of the majority of HDFS's retail finance receivables in the second half of 2025, which reduced interest income and the provision for credit losses in 2026, as well as the related settlement of debt used to fund those retail finance receivables, which reduced interest expense in 2026. As a result of the sale of HDFS's retail finance receivables in 2025 and ongoing sales of HDFS's retail finance receivables, HDFS earned fees for servicing the retail finance receivables it sold to two counterparties, which resulted in favorable other income in 2026.
Worldwide retail sales of new Harley-Davidson motorcycles in the second quarter of 2026 increased 0.5% compared to the second quarter of 2025. Retail sales were up 2.8% in North America and 0.5% in Asia Pacific, partially offset by an 8.7% decline in Europe. Refer to the Harley-Davidson Motorcycles Retail Sales and Registration Data section for further discussion of retail sales results.
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Key Factors Impacting the Company(1)
New Chief Executive Officer and Strategic Plan - Effective October 1, 2025, the Company hired a new Chief Executive Officer (CEO). Soon after the new CEO's appointment, the Company initiated a comprehensive evaluation of its strategy and operations. The Company announced its new strategic plan, called "Back to the Bricks", during the second quarter of 2026. The Back to the Bricks strategic plan is designed to restore the Company's performance and position the Company to deliver profitable growth.
As part of its Back to the Bricks strategic plan, the Company has undertaken certain actions to reduce ongoing costs and is continuing to review its cost base in light of the current retail and wholesale environment. The Company expects these cost reduction actions to reduce its costs by at least $150 million compared to its 2025 cost base. The Company expects to identify opportunities and act on them so that it will realize these cost savings beginning in 2026 and to fully realize them by the end of 2027. In addition to these savings, the Company has set a target to achieve at least an additional $75 million benefit to HDMC profitability during the same time period through improved cost leverage and other activities that would result in a total annual benefit of at least $225 million.
The Company's strategic plan includes enhancements and additions to its product portfolio, including the introduction of the Sprint and return of the Company's iconic Sportster, which the Company believes provide a path to achieve a mid-single-digit compound annualized growth rate (CAGR) target in worldwide dealer retail sales of Harley-Davidson motorcycles in the medium term, or approximately the next three to five years, as compared to 2025. The Company believes growth in worldwide dealer retail sales would positively impact HDMC wholesale shipments, revenue and profitability. The Company has also set targets to drive HDMC profitability higher in the medium term, including growth in its HDMC parts and accessories, apparel, and licensing businesses, that target a mid-single-digit CAGR for revenue from a 2025 base and continued focus on its cost base that targets HDMC operating expense as a percent of HDMC revenue to be below 20% in the medium term. The Company believes its Back to the Bricks medium-term financial targets provide a path to improved HDMC profitability, including HDMC gross margin that ranges from 25% to 30% and continued growth in other HDMC performance measures, including operating income.
U.S. and Foreign Tariffs – During 2025 and continuing into 2026, the U.S. implemented new or increased tariffs on goods from various foreign countries, either generally or with respect to certain products or markets. In certain circumstances, the U.S. and certain foreign countries continued to discuss trade policy which could impact the ongoing cost of tariffs for the Company. During the three and six months ended June 30, 2026, the total cost of new or increased tariffs implemented in 2025 and 2026 that the Company incurred was approximately $22 million and $67 million, respectively. The total cost of new or increased tariffs includes import and export tariffs implemented in 2025 and 2026 paid directly by the Company and indirect costs paid to suppliers for tariff-related price increases and excludes tariff recoveries, the benefit of any mitigation actions, changes in demand and operational costs primarily to accelerate shipments ahead of actual or expected new or increased tariffs.
Certain tariffs have been challenged in U.S. courts, which could impact the continued application of the new or increased tariffs. Depending on the outcome of court challenges and any related actions by the administration or Congress, trade negotiations and other factors, the U.S. and foreign countries may sustain, amend, suspend or withdraw existing tariffs or implement new tariffs. If existing tariffs are sustained or new tariffs are implemented, it will likely increase the Company’s cost of raw materials, components, finished motorcycles, parts and accessories and apparel and affect its ability to sell products domestically and internationally at or near current prices. The Company's U.S.-centric manufacturing footprint and sourcing limit its exposure to tariffs; however, based on the portions of the Company's business that are exposed directly or indirectly to tariffs and the magnitude of potential incremental tariffs, the impact to the Company could be material. The Company estimated the cost of new or increased import and export tariffs implemented in 2025 and 2026 paid directly by the Company and indirect costs paid to suppliers for tariff-related price increases, which excludes tariff recoveries, the benefit of any mitigation actions, changes in demand and operational costs primarily to accelerate shipments ahead of actual or expected new or increased tariffs. The Company's estimate of the cost of these tariffs for the full year 2026(1) as of July 17, 2026 ranges from $75 million to $90 million, which is consistent with the Company's previous estimated range.
The Company plans to continue its efforts to mitigate the impact of tariffs, including engaging with governments to advocate for consideration of motorcycles in trade negotiations; pursuing recovery of previously paid tariffs, where appropriate; moving inventory into markets ahead of tariff effective dates; evaluating sourcing options and pricing for its products; and prudently managing costs.
The Company has been successful in its appeal of certain tariffs. In April 2021, the Company received notification from the Economic Ministry of Belgium that, following a request from the EU, the Company would be subject to revocation of the Binding Origin Information (BOI) decisions that allowed it to supply its EU markets with certain motorcycles produced at its
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Thailand manufacturing facility at tariff rates of 6%. As a result of the revocation, all non-electric motorcycles that Harley-Davidson imported into the EU, regardless of origin, were subject to a total tariff rate of 31% from April 19, 2021 through the end of 2021. On October 30, 2021, the U.S. and EU announced an agreement related to the Section 232 tariffs on steel and aluminum that were implemented in 2018 by the U.S. and the subsequent rebalancing tariff measures taken by the EU. This agreement suspended the additional tariffs initially imposed by the EU on the Company's motorcycles, reducing the total EU tariff rate on the Company’s motorcycles from 31% to 6%, effective January 1, 2022. The lower 6% tariff rate applied to all motorcycles imported by the Company into the EU, regardless of origin.
The Company pursued appeals of the revocation of the BOI decisions and the denial of its application for temporary extended reliance on the 6% tariff rate (for motorcycles produced in Thailand and ordered prior to April 19, 2021). The Company received a favorable judgment on the appeal of the denial of its application for temporary extended reliance, which resulted in the Company receiving an approximately €35 million refund on February 23, 2026 (or approximately $41 million remeasured to U.S. dollars). This recovery of previously paid tariffs resulted in a benefit in Motorcycle and related products cost of goods sold in the first quarter of 2026.
As a result of recent court actions, U.S. Customs and Border Protection launched a process for refunding tariffs imposed under the International Emergency Economic Powers Act (IEEPA). The Company submitted IEEPA refund claims during the second quarter of 2026 and recognized a $19.8 million tariff recovery benefit in Motorcycle and related products cost of goods sold related to previously paid tariffs.
Outlook(1)

On July 23, 2026, the Company revised its 2026 expectations for HDMC and HDFS and reaffirmed its guidance for LiveWire, its tariff expectations (described above) and the Company's planned capital investments. The Back to the Bricks strategic plan, which included financial targets for 2027 through 2029, is described above.
Based on the results of the first half of 2026, the Company now expects both 2026 wholesale shipments and worldwide dealer retail sales of Harley-Davidson motorcycles of 133,500 to 138,500, which is an increase from the Company's previous expectation of 130,000 to 135,000 units. The Company continues to believe global dealer retail inventory levels support the alignment of expected wholesale shipments with expected worldwide dealer retail sales of Harley-Davidson motorcycles. The Company expects shipments to be flat in the third quarter of 2026 as compared to the same quarter in 2025 and shipments to be higher in the fourth quarter of 2026 as compared to the same quarter in 2025.
The Company now expects 2026 HDMC operating income to be $10 million to $50 million on higher wholesale shipments. The Company previously expected HDMC results of $40 million operating loss to $10 million operating income. The Company continues to expect a reduced level of production in 2026 to negatively impact HDMC's full year operating margins due to unfavorable manufacturing leverage as fixed costs are allocated over fewer units produced resulting in a higher unit cost.
The Company reaffirmed its expectation of a LiveWire operating loss of $70 million to $80 million in 2026.
The Company's updated expectation for HDFS 2026 operating income is $55 million to $70 million, an increase from the Company's previous expectation of $45 million to $60 million. HDFS's 2026 operating income expectation of $55 million to $70 million compares to $490.4 million and $248.4 million in 2025 and 2024, respectively. The expected reduction in 2026 is related to HDFS's sale of the majority of its existing retail finance receivables in 2025, which benefited 2025 HDFS operating income and reduced HDFS's retail finance receivables balance and, as a result, is expected to reduce interest income on a lower retail finance receivables balance. The Company expects HDFS to continue to increase its retail finance receivable base over the coming years as it continues to originate retail finance receivables that it plans to hold for investment. The Company expects the anticipated increase in the retail finance receivable base will contribute to higher levels of HDFS operating income. As a result, the Company is targeting HDFS operating income of $125 million to $150 million in 2029.
The Company reaffirmed its expectation for capital investments in 2026 of between $175 and $200 million.
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Results of Operations for the Three Months Ended June 30, 2026
Compared to the Three Months Ended June 30, 2025
Consolidated Results
Three months ended
(in thousands, except earnings per share)June 30,
2026		June 30,
2025		Increase
(Decrease)		% Change
Operating income - HDMC$72,338 $61,316 $11,022 18.0 %
Operating loss - LiveWire(17,927)(18,653)726 (3.9)
Operating income - HDFS21,599 69,773 (48,174)(69.0)
Operating income76,010 112,436 (36,426)(32.4)%
Other income, net11,047 14,477 (3,430)(23.7)
Investment income
11,840 10,950 890 8.1 
Interest expense3,622 7,696 (4,074)(52.9)
Income before income taxes95,275 130,167 (34,892)(26.8)%
Income tax provision16,294 24,422 (8,128)(33.3)
Net income78,981 105,745 (26,764)(25.3)%
Less: Loss attributable to noncontrolling interests824 1,824 (1,000)(54.8)
Net income attributable to Harley-Davidson, Inc.$79,805 $107,569 $(27,764)(25.8)%
Diluted earnings per share$0.75 $0.88 $(0.13)(14.8)
The Company reported operating income of $76.0 million in the second quarter of 2026 compared to $112.4 million in the same period last year. The HDMC segment reported operating income of $72.3 million in the second quarter of 2026, an increase of $11.0 million compared to the second quarter of 2025. Operating loss from the LiveWire segment decreased $0.7 million compared to the second quarter of 2025. Operating income from the HDFS segment decreased $48.2 million compared to the second quarter of 2025. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment sections for a more detailed discussion of the factors affecting operating results.
Other income, net in the second quarter of 2026 was lower than in the second quarter of 2025 due to lower non-operating income related to the Company's defined benefit plans.
Interest expense in the second quarter of 2026 was lower than in the second quarter of 2025 as the Company paid the outstanding principal and interest related to its $450.0 million 3.50% senior notes in July 2025.
The Company's effective income tax rate for the second quarter of 2026 was 17.1% compared to 18.8% for the second quarter of 2025. The decrease in the effective income tax rate was attributable to a similar magnitude of tax credits on lower income before income taxes as well as changes in the mix of earnings between the domestic and foreign jurisdictions that are taxed at rates that differ from the U.S. statutory rate.
Diluted earnings per share was $0.75 in the second quarter of 2026, down 14.8% from the same period last year. Diluted weighted average shares outstanding decreased from 122.2 million in the second quarter of 2025 to 108.6 million in the second quarter of 2026, driven by the Company's discretionary repurchases of common stock. Refer to Liquidity and Capital Resources for additional information concerning the Company's share repurchase activity.
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Harley-Davidson Motorcycles Retail Sales
Harley-Davidson Motorcycle Retail Sales(a)
Retail unit sales of new Harley-Davidson motorcycles were as follows:
Three months ended
June 30,
2026		June 30,
2025
Increase
(Decrease)
%
Change
United States27,574 26,704 870 3.3 %
Canada2,177 2,227 (50)(2.2)
North America
29,751 28,931 820 2.8 
Europe/Middle East/Africa (EMEA)6,959 7,621 (662)(8.7)
Asia Pacific4,990 4,967 23 0.5 
Latin America767 735 32 4.4 
42,467 42,254 213 0.5 %
(a)Data source for retail sales figures shown above is new sales warranty and registration information provided by dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning new retail sales, and the Company does not regularly verify the information that its dealers supply. This information is subject to revision.

During the second quarter of 2026, retail sales in North America were up 2.8% driven by a 3.3% increase in the United States, partially offset by a 2.2% decrease in Canada. Outside of North America, retail sales were down during the second quarter of 2026, driven by an 8.7% decrease in Europe, partially offset by 0.5% and 4.4% increases in Asia Pacific and Latin America, respectively.
U.S. retail sales growth was primarily driven by higher retail sales of the Company's Grand American Touring motorcycles, primarily driven by the Company's refreshed Trike motorcycles, as well as the Company's Sport motorcycles. The decline in international markets was primarily driven by lower retail sales in EMEA reflecting a subdued economic environment in Europe.
Worldwide retail inventory of new motorcycles was approximately 41,000 units at the end of the second quarter of 2026, which was down approximately 17% from the end of the second quarter of 2025 as increased retail sales contributed to reduced dealer inventory levels.
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HDMC Segment
Harley-Davidson Motorcycle Unit Shipments
Motorcycle unit shipments were as follows:
Three months ended
June 30, 2026June 30, 2025UnitUnit
UnitsMix %UnitsMix %Increase
(Decrease)		% Change
U.S. motorcycle shipments25,322 64.6 %21,736 60.7 %3,586 16.5 %
Worldwide motorcycle shipments:
Grand American Touring(a)
19,641 50.0 %18,080 50.5 %1,561 8.6 %
Cruiser13,550 34.6 %13,110 36.6 %440 3.4 
Sport and Lightweight4,617 11.8 %3,188 8.8 %1,429 44.8 
Adventure Touring1,401 3.6 %1,459 4.1 %(58)(4.0)
39,209 100.0 %35,837 100.0 %3,372 9.4 %
(a)Includes Trike
The Company shipped 39,209 motorcycles worldwide during the second quarter of 2026, which was 9.4% higher than the second quarter of 2025. The increase is primarily driven by motorcycle shipments in the U.S. as motorcycle retail sales in the U.S. continued to demonstrate year-over-year growth. The difference in the growth in U.S. motorcycle retail sales compared to the growth in U.S. motorcycle shipments was primarily due to the timing of shipments relative to the riding season and related demand from dealers based on retail inventory of new motorcycles.
In the second quarter of 2026, the Company shipped a greater proportion of Sport and Lightweight motorcycles and a lower proportion of Grand American Touring, Cruiser, and Adventure Touring motorcycles as compared to the second quarter of 2025 based on dealer demand and motorcycle availability.
Segment Results
Condensed statements of operations for the HDMC segment were as follows (dollars in thousands):
Three months ended
June 30, 2026June 30, 2025Increase
(Decrease)		%
Change
Revenue:
Motorcycles
$848,057 $778,051 $70,006 9.0 %
Parts and accessories
176,950 186,874 (9,924)(5.3)
Apparel
56,068 55,240 828 1.5 
Licensing
6,298 5,944 354 6.0 
Other
16,907 17,540 (633)(3.6)
1,104,280 1,043,649 60,631 5.8 
Cost of goods sold800,154 744,944 55,210 7.4 
Gross profit304,126 298,705 5,421 1.8 
Operating expenses231,788 237,389 (5,601)(2.4)
Operating income$72,338 $61,316 $11,022 18.0 %
Operating margin6.6 %5.9 %0.7 pts.
Adjusted EBITDA(a)
$114,600 $96,736 $17,864 18.5 
Adjusted EBITDA Margin %(a)
10.4 %9.3 %1.1 pts.
(a)Refer to the Non-GAAP Financial Measures section of this MD&A for additional information on Adjusted EBITDA, Adjusted EBITDA Margin %, and Non-GAAP measures.
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The estimated impacts of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the second quarter of 2025 to the second quarter of 2026 were as follows (in millions):
Net
Revenue		Cost of
Goods Sold		Gross
Profit
Three months ended June 30, 2025$1,043.6 $744.9 $298.7 
Volume67.0 50.1 16.9 
Price and sales incentives(9.4)— (9.4)
Foreign currency exchange rates and hedging7.6 9.5 (1.9)
Shipment mix(4.5)22.2 (26.7)
Raw material prices— 4.4 (4.4)
Manufacturing and other costs— (30.9)30.9 
60.7 55.3 5.4 
Three months ended June 30, 2026$1,104.3 $800.2 $304.1 
Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the second quarter of 2025 to the second quarter of 2026 were as follows:
•The increase in volume was primarily due to higher motorcycle shipments.
•Revenue was negatively impacted by increased motorcycle incentives that were selectively introduced in the second quarter of 2026 for the Company's Grand American Touring and Sport and Lightweight motorcycle models.
•Revenue was favorably impacted by stronger average foreign currency exchange rates relative to the U.S. dollar compared to the same quarter last year. Cost of sales was unfavorably impacted by foreign currency hedging activities and balance sheet remeasurements.
•Changes in the shipment mix had an unfavorable impact on revenue and gross profit. The unfavorable impact on revenue and gross profit was primarily driven by higher shipments of Sport and Lightweight models, which are lower priced and lower margin motorcycle models.
•Raw material costs were higher compared to the prior year.
•Manufacturing and other costs were positively impacted by improved leverage, lower logistics costs and lower tariff costs driven by tariff recoveries as discussed in Key Factors.
Operating expenses were lower in the second quarter of 2026 compared to the same period last year primarily related to costs incurred in the prior year related to the Company's proxy contest that did not recur.
LiveWire Segment
Segment Results
Condensed statements of operations for the LiveWire segment were as follows (in thousands, except unit shipments):
Three months ended
June 30, 2026June 30, 2025
(Decrease)
Increase
%
Change
Revenue$9,114 $6,011 $3,103 51.6 %
Cost of goods sold9,162 5,849 3,313 56.6 
Gross profit(48)162 (210)(129.6)
Selling, administrative and engineering expense17,879 18,815 (936)(5.0)
Operating loss$(17,927)$(18,653)$726 (3.9)%
Adjusted EBITDA(a)
$(15,258)$(16,065)$807 (5.0)
LiveWire motorcycle unit shipments267 55 212 385.5 %
(a)Refer to the Non-GAAP Financial Measures section of this MD&A for additional information on Adjusted EBITDA and Non-GAAP measures.
During the second quarter of 2026, revenue increased by $3.1 million, or 51.6%, compared to the second quarter of 2025. The increase was primarily due to higher electric motorcycle and electric balance bike unit volumes sold during the
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quarter as compared to the same period last year. Cost of sales increased by $3.3 million, or 56.6%, during the second quarter of 2026 compared to the second quarter of 2025 due to higher electric motorcycle and electric balance bike unit volumes.
During the second quarter of 2026, selling, administrative and engineering expense decreased $0.9 million, or 5.0%, compared to the second quarter of 2025 as the Company continued to focus on cost containment.

HDFS Segment
Segment Results
Condensed statements of operations for the HDFS segment were as follows (in thousands):
Three months ended
June 30, 2026June 30, 2025Increase
(Decrease)		%
Change
Revenue:
Interest income$60,523 $214,988 $(154,465)(71.8)%
Other income56,520 42,450 14,070 33.1 
117,043 257,438 (140,395)(54.5)
Expenses:
Interest expense30,562 93,574 (63,012)(67.3)
Provision for credit losses17,643 49,738 (32,095)(64.5)
Operating expense47,239 44,353 2,886 6.5 
95,444 187,665 (92,221)(49.1)
Operating income$21,599 $69,773 $(48,174)(69.0)%
Interest income was lower for the second quarter of 2026 compared to the same period last year, primarily due to lower average retail finance receivables at a higher average yield. The decrease in average retail receivables was due to the sale of a significant portion of the retail finance receivables in the second half of 2025. Other income increased $14.1 million primarily due to favorable servicing fees and higher net premiums earned by Eaglemark Insurance Company Ltd. (EICL), the Company's insurance captive, partially offset by lower investment income. Interest expense decreased $63.0 million due to lower average borrowings at a lower average interest rate. Average borrowings decreased due to the paydown of debt in the second half of 2025 and first quarter of 2026, primarily using proceeds from the sale of retail finance receivables in the second half of 2025.

The provision for credit losses decreased $32.1 million compared to the second quarter of 2025, primarily driven by favorable actual credit losses due to the smaller retail finance receivable portfolio, partially offset by an unfavorable increase in the allowance for credit losses. The unfavorable increase in the allowance for credit losses was driven by higher growth in the retail finance receivable portfolio compared to the second quarter of 2025 as HDFS rebuilds its retail finance receivable portfolio. The allowance for credit losses considers current economic conditions and the Company's outlook on future conditions. At the end of the second quarter of 2026, the Company's outlook on economic conditions and its probability weighting of its economic forecast scenarios was weighted toward more pessimistic scenarios given continued challenging macro-economic conditions, including a persistently high interest rate environment, ongoing elevated inflation levels, and muted consumer confidence. The Company's expectations surrounding its economic forecasts may change in future periods as additional information becomes available. Refer to the Results of Operations for the Six Months Ended June 30, 2026 Compared to the Six Months ended June 30, 2025 for a discussion of 2026 annualized credit losses.
Operating expenses increased $2.9 million compared to the second quarter of 2025 due in part to higher insurance claim costs incurred by EICL and higher employee costs, partially offset by lower depreciation and amortization expenses.
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Changes in the allowance for credit losses on finance receivables were as follows (in thousands):
Three months ended
June 30,
2026		June 30,
2025
Balance, beginning of period$21,596 $393,178 
Provision for credit losses17,643 49,738 
Charge-offs, net of recoveries(1,079)(43,623)
Balance, end of period$38,160 $399,293 
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Results of Operations for the Six Months Ended June 30, 2026
Compared to the Six Months Ended June 30, 2025
Consolidated Results
Six months ended
(in thousands, except earnings per share)June 30,
2026		June 30,
2025		(Decrease)
Increase		%
 Change
Operating income - HDMC$91,263 $177,587 $(86,324)(48.6)%
Operating loss - LiveWire(35,598)(38,461)2,863 (7.4)
Operating income - HDFS43,837 133,809 (89,972)(67.2)
Operating income99,502 272,935 (173,433)(63.5)
Other income, net24,526 30,750 (6,223)(20.2)
Investment income
20,536 19,891 645 3.2 
Interest expense7,192 15,382 (8,190)(53.2)
Income before income taxes137,372 308,194 (170,821)(55.4)
Provision for income taxes34,267 71,652 (37,385)(52.2)
Net income$103,105 $236,542 $(133,436)(56.4)%
Less: Loss attributable to noncontrolling interests1,473 4,131 (2,658)(64.3)%
Net income attributable to Harley-Davidson, Inc.104,578 240,673 (136,095)(56.5)%
Diluted earnings per share$0.97 $1.95 $(0.98)(50.3)%
The Company reported operating income of $99.5 million in the first six months of 2026 compared to $272.9 million in the same period last year. HDMC segment operating income was $91.3 million in the first six months of 2026, down $86.3 million compared to the same period last year. Operating loss from the LiveWire segment decreased $2.9 million compared to the first six months of 2025. Operating income from the HDFS segment decreased $90.0 million compared to the first six months of 2025. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment discussions for a more detailed analysis of the factors affecting operating income.
Other income, net in the first six months of 2026 was lower than the same period last year due to lower non-operating income related to the Company's defined benefit plans.
The Company's effective income tax rate for the first six months of 2026 was 24.9% compared to 23.2% for the same period in 2025. The increase in the effective income tax rate was attributable to changes in the mix of earnings between the domestic and foreign jurisdictions that are taxed at rates that differ from the U.S. statutory rate.
Diluted earnings per share was $0.97 in the first six months of 2026, down from diluted earnings per share of $1.95 for the same period last year. Diluted weighted average shares outstanding decreased from 123.5 million in the first six months of 2025 to 108.3 million in the first six months of 2026, driven by the Company's discretionary repurchases of common stock. Please refer to Liquidity and Capital Resources for additional information concerning the Company's share repurchase activity.
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Harley-Davidson Motorcycles Retail Sales and Registration Data
Harley-Davidson Motorcycle Retail Sales(a)
Retail unit sales of new Harley-Davidson motorcycles were as follows:
Six months ended
June 30,
2026		June 30,
2025
Increase
(Decrease)
% Change
United States49,819 45,911 3,908 8.5 %
Canada3,735 3,912 (177)(4.5)
North America53,554 49,823 3,731 7.5 
Europe/Middle East/Africa (EMEA)11,993 12,796 (803)(6.3)
Asia Pacific8,957 9,329 (372)(4.0)
Latin America1,470 1,316 154 11.7 
75,974 73,264 2,710 3.7 %
(a)Data source for retail sales figures shown above is new sales warranty and registration information provided by dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning new retail sales, and the Company does not regularly verify the information that its dealers supply. This information is subject to revision.
Worldwide retail sales of new Harley-Davidson motorcycles were up 3.7% during the first six months of 2026 compared to the same period last year driven primarily by an increase in North America, driven by the U.S., partially offset by decreases in Europe and Asia Pacific. Retail sales in the U.S. were primarily driven by the Company's Grand American Touring motorcycles, including the Company's refreshed Trike motorcycles, and other Grand American Touring models which had motorcycle incentives that were selectively introduced in 2025 and the first six months of 2026. The decline in international markets was primarily driven by lower retail sales of the Company's Cruiser models, which were refreshed in 2025, as well as a subdued economic environment in Europe.
Motorcycle Registration Data and Market Share – 601+cc(a)(d)
The Company's U.S. market share of new 601+cc motorcycles increased during the first six months of 2026 compared to the first six months of 2025. The Company's European market share of new 601+cc motorcycles for first six months of 2026 was up compared to the first six months of 2025. Industry retail registration data for new motorcycles and the Company's market share were as follows:
Six months ended
June 30,
2026		June 30,
2025		(Decrease)
Increase		% Change
Industry new motorcycle registrations:
United States(b)
143,834 134,531 9,303 6.9 %
Europe(c)
271,051 248,890 22,161 8.9 %
Harley-Davidson market share data:
United States(b)
34.2 %33.8 %0.4 pts.
Europe(c)
3.4 %3.2 %0.2 pts.
(a)Data includes on-road models with internal combustion engines with displacements greater than 600cc's and electric motorcycles with kilowatt (kW) peak power equivalents greater than 600cc's (601+cc). On-road 601+cc models include dual purpose models, three-wheeled motorcycles and autocycles.
(b)United States industry data is derived from information provided by Motorcycle Industry Council. This third-party data is subject to revision and update.
(c)Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, Netherlands, Norway, Spain, Switzerland, and the United Kingdom. Industry data is derived from information provided by Management Services Helwig Schmitt GmbH. This third-party data is subject to revision and update.
(d)New motorcycle registrations for the industry and Harley-Davidson are provided by or derived from third-party sources. New motorcycle registrations include consumer registrations (retail registrations) and to a lesser extent manufacturer, distributor and dealer registrations (non-retail registrations), for example, to register demonstration fleets. In the later part of 2024, manufacturers (including the Company), distributors and dealers registered some motorcycles through non-retail registrations to qualify the motorcycles under the new Euro 5+ emissions standard to allow for subsequent retail sale after December 31, 2024. This included
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approximately 3,700 non-retail registrations of new Harley-Davidson motorcycles in 2024, which in turn adversely impacted the number of new Harley-Davidson motorcycle registrations during the first six months of 2025. While the Company believes industry registrations for Europe were impacted in a similar manner, it does not have access to information necessary to confirm this.
HDMC Segment
Motorcycle Unit Shipments
Motorcycle unit shipments were as follows:
Six months ended
June 30, 2026June 30, 2025UnitUnit
UnitsMix %UnitsMix %
Increase
(Decrease)
% Change
U.S. motorcycle shipments49,206 64.3 %46,601 62.6 %2,605 5.6 %
Worldwide motorcycle shipments:
Grand American Touring(a)
41,161 53.9 %41,758 56.2 %(597)(1.4)%
Cruiser24,209 31.6 %24,970 33.5 %(761)(3.0)
Sport and Lightweight8,348 10.9 %5,296 7.1 %3,052 57.6 
Adventure Touring2,786 3.6 %2,414 3.2 %372 15.4 
76,504 100.0 %74,438 100.0 %2,066 2.8 %
(a)Includes Trike
The Company shipped 76,504 motorcycles worldwide during the first six months of 2026, which was 2.8% higher than the same period in 2025. The increase was primarily driven by motorcycle shipments in the U.S. as motorcycle retail sales in the U.S. continued to demonstrate year-over-year growth, resulting in an 8.5% increase in U.S. motorcycle retail sales in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The difference in the growth in U.S. motorcycle retail sales and U.S. motorcycle shipments was primarily due to the timing of shipments relative to the riding season and related demand from dealers based on retail inventory of new motorcycles.
In the first six months of 2026, the Company shipped a greater proportion of its Sport and Lightweight models and a lower proportion of Grand America Touring and Cruiser models based on dealer demand and motorcycle availability.
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Segment Results
Condensed statements of operations for the HDMC segment were as follows (dollars in thousands):
Six months ended
June 30, 2026June 30, 2025Increase
(Decrease)		%
Change
Revenue:
Motorcycles
$1,684,351 $1,641,929 $42,422 2.6 %
Parts and accessories
319,193 330,307 (11,114)(3.4)
Apparel
113,380 112,564 816 0.7 
Licensing
12,345 9,002 3,343 37.1 
Other
30,482 31,353 (871)(2.8)
2,159,751 2,125,155 34,596 1.6 
Cost of goods sold1,588,636 1,511,206 77,430 5.1 
Gross profit571,115 613,949 (42,834)(7.0)
Operating expenses
479,852 436,362 43,490 10.0 %
Operating income$91,263 $177,587 $(86,324)(48.6)%
Operating margin4.2 %8.4 %(4.2)pts.
Adjusted EBITDA(a)
$189,117 $249,266 $(60,149)(24.1)
Adjusted EBITDA Margin %(a)
8.8 %11.7 %(2.9)pts.
(a)Refer to the Non-GAAP Financial Measures section of this MD&A for additional information on Adjusted EBITDA, Adjusted EBITDA Margin %, and Non-GAAP measures.
The estimated impacts of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first six months of 2025 to the first six months of 2026 were as follows (in millions):
Net
Revenue		Cost of
Goods Sold		Gross
Profit
Six months ended June 30, 2025$2,125.2 $1,511.2 $613.9 
Volume37.2 30.3 6.9 
Price and sales incentives(31.8)— (31.8)
Foreign currency exchange rates and hedging31.8 19.4 12.4 
Shipment mix(2.6)44.8 (47.4)
Raw material prices— 2.6 (2.6)
Manufacturing and other costs— (19.7)19.7 
34.6 77.4 (42.8)
Six months ended June 30, 2026$2,159.8 $1,588.6 $571.1 
Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first six months of 2025 to the first six months of 2026 were as follows:
•The increase in volume was primarily due to higher motorcycle shipments.
•Revenue and gross profit were negatively impacted by increased motorcycle incentives that were selectively introduced during the first six months of 2026 as compared to the same period prior year.
•Revenue and gross profit were favorably impacted by stronger average foreign currency exchange rates relative to the U.S. dollar compared to the same period last year with gross profit favorability partially offset by unfavorable impacts from foreign currency hedging activities and balance sheet remeasurements.
•Changes in the shipment mix had an unfavorable impact on revenue and gross profit. primarily driven by a higher proportion of shipments of the Company's Sport and Lightweight motorcycles, which are lower priced and lower margin as compared to the Company's Grand American Touring and Cruiser motorcycles.
•Raw material costs were higher than in the prior year.
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•Manufacturing and other costs were positively impacted by improved leverage, lower logistics costs and lower tariff costs driven by tariff recoveries as discussed in Key Factors.
Operating expenses were higher in the first six months of 2026 compared to the same period last year primarily due to restructuring charges, including one-time employee termination benefits, and product warranty and recall costs, partially offset by costs incurred in the prior year related to the Company's proxy contest that did not recur.
LiveWire Segment
Segment Results
Condensed statements of operations for the LiveWire segment were as follows (in thousands, except unit shipments):
Six months ended
June 30,
2026		June 30,
2025
(Decrease)
Increase
%
Change
Revenue$14,230 $8,754 $5,476 62.6 %
Cost of goods sold14,813 10,373 4,440 42.8 
Gross profit(583)(1,619)1,036 (64.0)
Selling, administrative and engineering expense35,015 36,842 (1,827)(5.0)
Operating loss$(35,598)$(38,461)$2,863 (7.4)%
Adjusted EBITDA(a)
$(30,207)$(32,788)$2,581 (7.9)
LiveWire motorcycle unit shipments358 88 270 306.8 
(a)Refer to the Non-GAAP Financial Measures section of this MD&A for additional information on Adjusted EBITDA and Non-GAAP measures.
During the first six months of 2026, revenue increased by $5.5 million, or 62.6%, compared to the first six months of 2025. The increase was primarily due to higher electric motorcycle and electric balance bike volumes sold as compared to the same period last year. Cost of sales increased by $4.4 million, or 42.8%, during the first six months of 2026 compared to the first six months of 2025 due primarily to higher electric motorcycle and electric balance bike volumes.
During the first six months of 2026, selling, administrative and engineering expense decreased $1.8 million, or 5.0%, compared to the first six months of 2025 largely as a result of cost reduction initiatives.

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HDFS Segment
Segment Results
Condensed statements of operations for the HDFS segment were as follows (in thousands):
Six months ended
June 30,
2026		June 30,
2025		Increase
(Decrease)		%
Change
Revenue:
Interest income$110,585 $424,457 $(313,872)(73.9)%
Other income 118,402 77,942 40,460 51.9 
228,987 502,399 (273,412)(54.4)
Expenses:
Interest expense69,859 182,508 (112,649)(61.7)
Provision for credit losses30,796 103,072 (72,276)(70.1)
Operating expense84,495 83,010 1,485 1.8 
185,150 368,590 (183,440)(49.8)
Operating income$43,837 $133,809 $(89,972)(67.2)%
Interest income was lower for the first six months of 2026, primarily due to lower average outstanding retail finance receivables at a lower average yield. The decrease in average retail receivables was due to the sale of a significant portion of the retail finance receivables in 2025. Other income increased $40.5 million primarily due to favorable servicing fees and higher net premiums earned by EICL. Interest expense decreased due to lower average borrowings at a lower average interest rate. Average borrowings decreased due to the paydown of debt in the second half of 2025 and first quarter of 2026, primarily using proceeds from the sale of retail finance receivables in the second half of 2025.
The provision for credit losses was $72.3 million lower in the first six months of 2026 as compared to the prior year driven by favorable actual credit losses due to the smaller retail portfolio, partially offset by an unfavorable increase in the allowance for credit losses. The unfavorable increase in the allowance for credit losses was primarily due to higher growth in the retail portfolio as HDFS rebuilds its retail finance receivables balance, compared to a decline in retail finance receivables in the first six months of 2025. The allowance for credit losses considers current economic conditions and the Company's outlook on future conditions. At the end of the first six months of 2026, the Company's outlook on economic conditions and its probability weighting of its economic forecast scenarios was weighted toward more pessimistic scenarios given continued challenging macro-economic conditions, including a persistently high interest rate environment, ongoing elevated inflation levels, and muted consumer confidence. The Company's expectations surrounding its economic forecasts may change in future periods as additional information becomes available.
On a managed basis, which considers all loans serviced by the Company, the 30-day delinquency rate for retail motorcycle loans increased to 4.42% at June 30, 2026 from 4.34% at June 30, 2025 due to portfolio dynamics and a challenging economic environment. While delinquency rates were higher year over year, managed-basis annualized retail credit losses decreased to 3.00% for the first six months of 2026 from 3.25% in the comparative period in 2025 driven by lower charge-offs, higher recoveries, effective collection strategies and delinquency cures that limited migration to charge-offs and reduced net losses.
Operating expenses increased $1.5 million in the first six months of 2026 compared to the first six months of 2025 due in part to higher insurance claim costs incurred by EICL and employee costs, partially offset by a hedging gain resulting from the Company's redemption of its €700.0 million 6.36% medium-term notes due 2026 in the first quarter of 2026 prior to the notes' maturity and lower depreciation expense.
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Changes in the allowance for credit losses on finance receivables were as follows (in thousands). For the six months ended June 30, 2026, recoveries exceeded charge-offs leading to a positive net change presented below:
Six months ended
June 30,
2026		June 30,
2025
Balance, beginning of period$2,235 $401,183 
Provision for credit losses30,796 103,072 
Charge-offs, net of recoveries5,129 (104,962)
Balance, end of period$38,160 $399,293 

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Non-GAAP Financial Measures
To supplement the Company's consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP), the Company discloses certain non-GAAP financial measures, as described below. These non-GAAP financial measures, which may be different from similarly-titled measures disclosed by other companies, are presented to enhance investors’ overall understanding of the Company's financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.
The Company discloses the non-GAAP financial measures of Adjusted EBITDA for HDMC and Adjusted EBITDA for LiveWire, which are defined as Harley-Davidson, Inc. consolidated net income, excluding, on a consolidated basis, interest expense, income tax provision, investment income, and other income, net. Depreciation and amortization for HDMC and LiveWire, respectively, are excluded from Adjusted EBITDA for HDMC and LiveWire, respectively. In addition, certain other items impacting consolidated net income are excluded from HDMC Adjusted EBITDA and/or LiveWire Adjusted EBITDA. For example, the Company may exclude from HDMC Adjusted EBITDA and/or LiveWire Adjusted EBITDA the impacts of certain events, gains, losses or other costs and charges (such as corporate restructuring activities, reorganizations or one-time employee termination benefits) that affect the period-to-period comparability of HDMC's and LiveWire's operating performance. The Company also discloses the non-GAAP financial measure of HDMC Adjusted EBITDA Margin %, which is defined as HDMC Adjusted EBITDA divided by HDMC revenue.
The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin % for HDMC and Adjusted EBITDA for LiveWire more clearly identify the core trends in the respective ongoing business operations that could otherwise be masked by the effects of the items that the Company excludes from Adjusted EBITDA and Adjusted EBITDA Margin % for HDMC and Adjusted EBITDA for LiveWire. These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons, and benchmark performance with other comparable companies and between periods without regard to items the Company does not consider a component of core operating performance.
HDMC and LiveWire Adjusted EBITDA have limitations and should not be considered in isolation from, as a substitute for, or more meaningful than, consolidated net income as determined in accordance with U.S. GAAP. Certain items excluded from HDMC and LiveWire Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance. The presentation of Adjusted EBITDA and Adjusted EBITDA Margin % for HDMC and Adjusted EBITDA for LiveWire should not be construed as implying that the Company's results will be unaffected by unusual or non-recurring items.
In the following tables, for each of the periods presented, Harley-Davidson, Inc. consolidated net income has been reconciled to HDMC Adjusted EBITDA and LiveWire Adjusted EBITDA, respectively.
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Reconciliation of Harley-Davidson, Inc. Net Income to HDMC Adjusted EBITDA (in thousands):
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Net income$78,981 $105,745 $103,105 $236,542 
Interest expense3,622 7,696 7,192 15,382 
Provision for income taxes16,294 24,422 34,267 71,652 
Investment income(a)
(11,840)(10,950)(20,536)(19,891)
Other income, net(b)
(11,047)(14,477)(24,526)(30,750)
Operating income76,010 112,436 99,502 272,935 
Less:
LiveWire operating loss$(17,927)$(18,653)$(35,598)$(38,461)
HDFS operating income21,599 69,773 43,837 133,809 
HDMC operating income72,338 61,316 91,263 177,587 
HDMC depreciation and amortization39,644 35,420 80,651 71,679 
Adjustments(c)
2,618 — 17,203 — 
HDMC Adjusted EBITDA$114,600 $96,736 $189,117 $249,266 
HDMC Adjusted EBITDA Margin %10.4 %9.3 %8.8 %11.7 %
Reconciliation of Harley-Davidson, Inc. Net Income to LiveWire Adjusted EBITDA (in thousands):
Three months endedSix months ended
June 30,
2026		June 30,
2025		June 30,
2026		June 30,
2025
Net income$78,981 $105,745 $103,105 $236,542 
Interest expense3,622 7,696 7,192 15,382 
Provision for income taxes16,294 24,422 34,267 71,652 
Investment income(a)
(11,840)(10,950)(20,536)(19,891)
Other income, net(b)
(11,047)(14,477)(24,526)(30,750)
Operating income76,010 112,436 99,502 272,935 
Less:
HDMC operating income$72,338 $61,316 $91,263 $177,587 
HDFS operating income
21,599 69,773 43,837 133,809 
LiveWire operating loss(17,927)(18,653)(35,598)(38,461)
LiveWire depreciation and amortization2,245 2,588 4,660 5,673 
Adjustments(d)
424 — 731 — 
LiveWire Adjusted EBITDA$(15,258)$(16,065)$(30,207)$(32,788)
(a)Represents non-operating investment income, primarily due to income from short-term investments.
(b)Represents non-operating other income, primarily related to the Company's defined benefit plans.
(c)Represents adjustments related to corporate restructuring, primarily due to one-time employee termination benefits.
(d)Represents adjustments related to transaction costs for the acquisition of Dust Motorcycles, Inc. and expenses associated with the LiveWire At-The-Market Program.
Other Matters
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Commitments and Contingencies
The Company is subject to lawsuits and other claims related to product, product recall, commercial, employee, environmental and other matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. Refer to Note 14 of the Notes to Consolidated financial statements for a discussion of the Company's commitments and contingencies.
Liquidity and Capital Resources
The Company’s strategy is to maintain a minimum of twelve months of its projected liquidity requirements through a combination of cash and cash equivalents and availability under its credit facilities. The Company believes its current cash, cash equivalents and availability under its credit facilities are sufficient to meet its liquidity requirements, consistent with this strategy.
The Company expects to fund its ongoing operations (excluding the origination of finance receivables) and its capital
allocation priorities, which include reinvesting in key growth initiatives, including the related capital expenditures, the return of excess capital to shareholders through dividends and discretionary share repurchases, and opportunistic acquisition
activity, primarily with cash flows from operating activities and cash and cash equivalents on hand.(1) The Company expects to fund the origination of finance receivables primarily with unsecured debt, unsecured commercial paper, asset-backed
commercial paper conduit facilities, committed unsecured bank facilities, asset-backed securitizations, brokered certificates of
deposit and cash and cash equivalents on hand. In addition, the Company expects to fund a portion of its retail finance
receivables through the sale of up to two-thirds of the retail finance receivables that HDFS originates shortly after origination.(1)
The Company’s cash and cash equivalents and availability under its credit and conduit facilities at June 30, 2026 were as follows (in thousands):
Cash and cash equivalents(a)
$1,895,789 
U.S. commercial paper conduit facility:
Asset-backed U.S. commercial paper conduit facility(b)(c)
649,249 
Borrowings against committed facility— 
Net asset-backed U.S. commercial paper conduit committed facility availability649,249 
Asset-backed Canadian commercial paper conduit facility(b)(d)
13,814 
Borrowings against committed facility— 
Net asset-backed Canadian commercial paper conduit facility13,814 
Availability under credit and conduit facilities:
Credit facilities1,300,000 
Commercial paper outstanding(613,141)
Net credit facility availability686,859 
$3,245,711 
(a)Includes $52.9 million of cash and cash equivalents held by LiveWire Group, Inc.
(b)Includes facilities expiring in the next 12 months which the Company expects to renew prior to expiration.(1)
(c)Total committed borrowing capacity of the U.S. commercial paper conduit facility was $1.50 billion at June 30, 2026. Availability was limited based on the amount of U.S. retail finance receivables available to be used as collateral.
(d)Total committed borrowing capacity of the Canadian Conduit facility was C$50.0 million ($35.2 million) at June 30, 2026. Availability was limited based on the amount of Canadian retail finance receivables available to be used as collateral.
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To access the debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings. Generally, lower credit ratings result in higher borrowing costs and reduced access to debt capital markets. A credit rating agency may change or withdraw the Company's ratings based on its assessment of the Company's current and future ability to meet interest and principal repayment obligations. The Company’s short-term debt ratings affect its ability to issue unsecured commercial paper. The Company’s short- and long-term credit ratings, as of June 30, 2026 were as follows:
Short-TermLong-TermOutlook
Moody’sP3Baa3Stable
Standard & Poor’s(a)
A3BBB-CreditWatch Negative
FitchF2BBBNegative
(a)On July 8, 2026, subsequent to June 30, 2026, S&P Global Ratings lowered the Company's short-term credit rating from A-3 to B, lowered the Company's long-term credit rating from BBB- to BB+, and revised the outlook to Stable. The ratings presented in the table above reflect the Company's credit ratings as of June 30, 2026. The changes to the Company's short-term and long-term credit rating do not significantly affect interest rates on the Company's outstanding fixed debt. While the changes could increase the Company's cost of funding and reduce the number of lenders and investors willing to provide capital, the Company believes it will be able to continue to maintain its liquidity requirements through cash balances, committed credit facilities, and other funding sources.
The Company recognizes that it must continue to monitor and adjust its business to changes in the lending environment. The Company intends to continue with a diversified funding profile through a combination of short-term and long-term funding vehicles and to pursue a variety of sources to obtain cost-effective funding.(1) HDFS segment results could be negatively affected by higher costs of funding and increased difficulty of raising, or potential unsuccessful efforts to raise funding in the short-term, medium-term and long-term capital markets.(1) These negative consequences could in turn adversely affect the Company’s business and results of operations in various ways, including through higher costs of capital, reduced funds available through HDFS to provide loans to dealers and their retail customers, and dilution to existing shareholders through the use of alternative sources of capital. The Company expects that the ongoing sale of a portion of retail finance receivables to third parties will reduce its funding risk in the near-term.(1)
Cash Flow Activity
The Company's cash flow activities were as follows (in thousands):
Six months ended
June 30, 2026June 30, 2025
Net cash (used) provided by operating activities$(59,685)$509,492 
Net cash (used) by investing activities(266,738)(89,854)
Net cash (used) by financing activities(858,904)(416,519)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(10,628)12,375 
Net (decrease) increase in cash, cash equivalents and restricted cash
$(1,195,955)$15,494 
Operating Activities
Cash flow provided by operating activities reflected a net outflow in the first half of 2026 compared to a net inflow in the first half of 2025. The net outflow in the first half of 2026 was primarily due to originations of retail finance receivables classified as held for sale, net of proceeds from the collection and sales of retail finance receivables held for sale. Cash flows from the origination, collection and sales of retail finance receivables the Company intends to sell at origination are classified within cash flow from operating activities. There were no originations of retail finance receivables held for sale in the first half of 2025. Cash flow provided by operating activities was also impacted by unfavorable operating cash flows from the HDMC segment due in large part to reduced cash inflows on motorcycle sales due to pricing incentives and changes in shipment mix that resulted in lower cash inflows as well as cash outflows related to restructuring activities, including one-time employee benefit payments, compared to the first six months of 2025. Cash flow provided by operating activities was also impacted by unfavorable operating cash flows from the HDFS segment due in large part to lower interest income compared to the first six months of 2025.
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The Company's ongoing operating cash requirements include those related to existing contractual commitments which it expects to fund with cash inflows from operating activities. The Company's purchase orders for inventory used in manufacturing generally do not become firm commitments until 90 days prior to expected delivery. The Company's material contractual operating cash commitments at June 30, 2026 relate to leases, retirement plan obligations and income taxes. The Company's long-term lease obligations and future payments are discussed further in Note 9 of the Notes to Consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There are no required qualified pension plan contributions in 2026. The Company’s expected future contributions and benefit payments related to its defined benefit retirement plans are discussed further in Note 14 of the Notes to Consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The Company has a liability for unrecognized tax benefits of $19.9 million and related accrued interest and penalties of $11.5 million as of June 30, 2026. The Company cannot reasonably estimate the period of cash settlement for either the liability for unrecognized tax benefits or accrued interest and penalties. The Company continues to expect that it will fund its ongoing operating cash requirements related to the origination of wholesale finance receivables and retail finance receivables held for sale with the issuance of debt and the sale of a portion of its retail finance receivables to third parties.(1)
Investing Activities
The Company’s most significant investing activities consist of capital expenditures and the originations and collections of retail finance receivables held for investment. In the first half of 2026, the Company also had $51.6 million of proceeds due to the settlement of derivative instruments related to the Company's redemption of its €700.0 million 6.36% medium-term notes due 2026 prior to the notes' maturity during the first half of 2026. There were no comparable proceeds in the first half of 2025. Capital expenditures were $44.7 million in the first half of 2026 compared to $65.6 million in the same period last year. The Company's 2026 plan includes capital investments, all of which the Company expects to fund with net cash flow generated by operations.(1)
Net cash outflows related to finance receivables held for investment during the first half of 2026 increased compared to net cash outflows during the first half of 2025, which resulted in a net decrease in cash flows from investing activities of $271.8 million. The net decrease was driven by lower collections of finance receivables held for investment due primarily to a portion of retail finance receivable collections and originations being classified as operating cash flows as discussed above. The unfavorable impact of lower collections on investing cash flow was partially offset by lower originations of finance receivables held for investment. The Company funded its finance receivables held for investment net lending activity through the issuance of debt as discussed in "Financing Activities" below.
Financing Activities
The Company’s financing activities consist primarily of dividend payments, share repurchases, and debt activity.
The Company paid dividends of $0.375 and $0.360 per share totaling $41.2 million and $44.8 million during the first half of 2026 and 2025, respectively.
Cash outflows for share repurchases were $100.4 million in the first half of 2026 compared to $93.1 million in the same period last year. Share repurchases during the first half of 2026 included $93.4 million related to 4.8 million shares of common stock purchased on a discretionary basis.
In addition, the Company received 3.1 million shares delivered upon final settlement of the accelerated share repurchase agreement (ASR) the Company entered into with Goldman Sachs & Co. LLC (Goldman) on November 5, 2025. Under the ASR, the Company paid $200 million to Goldman on November 6, 2025, which was a $200 million financing cash outflow in the fourth quarter of 2025, and received an initial delivery of 6.3 million shares of the Company's common stock, representing 80% of the payment amount divided by the Company's closing share price on November 5, 2025, which reduced weighted average shares outstanding in the fourth quarter of 2025.
On February 13, 2026, Goldman settled the ASR by delivering 3.1 million shares of the Company's common stock, resulting in a total delivery of 9.4 million shares under the $200 million ASR. The total number of shares purchased by the Company pursuant to the ASR was based on the volume-weighted average price of the Company's common stock, less a discount, during the repurchase period. The amount delivered on February 13, 2026, which represented the difference between the initially delivered shares and the total number of shares purchased, reduced weighted average shares outstanding in 2026.
Share repurchases during the first six months of 2026 also included $7.0 million or 0.4 million shares of common stock employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units and performance shares.
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In July 2024, the Company's Board of Directors authorized the Company to repurchase up to 24.4 million additional shares of its common stock on a discretionary basis. In July 2025, the Company's Board of Directors authorized the Company to repurchase up to 15.0 million additional shares of its common stock on a discretionary basis with no dollar limit or expiration date. As of June 30, 2026, there were 15.5 million shares remaining under board-approved share repurchase authorizations.
Financing cash flows related to debt and brokered certificates of deposit activity resulted in net cash outflows of $0.7 billion in the first six months of 2026 compared to net cash outflows of $0.3 billion in the same period last year. The Company’s total outstanding debt and liability for brokered certificates of deposit consisted of the following (in thousands):
June 30,
2026		June 30,
2025
Outstanding debt:
Unsecured commercial paper$613,141 $503,353 
Asset-backed Canadian commercial paper conduit facility— 60,761 
Asset-backed U.S. commercial paper conduit facility— 461,477 
Asset-backed securitization debt, net— 1,866,214 
Medium-term notes, net1,331,971 3,215,765 
Senior notes, net297,342 747,164 
$2,242,454 $6,854,734 
Deposits, net$516,464 $537,884 
Refer to Note 9 of the Notes to Consolidated financial statements for a summary of future principal payments on the Company's debt obligations. Refer to Note 6 of the Notes to Consolidated financial statements for a summary of future maturities on the Company's certificates of deposit.
Deposits – HDFS offers brokered certificates of deposit to customers indirectly through contractual arrangements with third-party banks and/or securities brokerage firms through its bank subsidiary. The Company had $516.5 million and $537.9 million, net of fees, of interest-bearing brokered certificates of deposit outstanding as of June 30, 2026 and June 30, 2025, respectively. The deposits are classified as short- and long-term liabilities based upon the term of each brokered certificate of deposit issued. Each separate brokered certificate of deposit is issued under a master certificate, and as such, all outstanding brokered certificates of deposit are considered below the Federal Deposit Insurance Corporation insurance coverage limits.

Credit Facilities – On April 6, 2026, the Company amended its credit facility that was scheduled to mature in April 2027 by reducing the facility's capacity from $710.0 million to $650.0 million and extending the maturity to April 2031. The Company's credit facility with a maturity in April 2029 was also amended by reducing the facility's capacity from $710.0 million to $650.0 million and to conform in all respects to the April 2031 credit facility other than maturity date. The five-year credit facilities (together, the Global Credit Facilities) bear interest at variable rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based on the average daily unused portion of the aggregate commitments. The Global Credit Facilities are committed facilities primarily used to support the Company's unsecured commercial paper program.
Unsecured Commercial Paper – Subject to limitations, the Company could issue unsecured commercial paper of up to $1.3 billion as of June 30, 2026 supported by the Global Credit Facilities, as discussed above. Outstanding unsecured commercial paper may not exceed the unused portion of the Global Credit Facilities. Maturities may range up to 365 days from the issuance date. The Company intends to repay unsecured commercial paper as it matures with additional unsecured commercial paper or through other means, such as borrowing under the Global Credit Facilities, borrowing under its asset-backed U.S. commercial paper conduit facility or through the use of operating cash flow and cash on hand.
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Medium-Term Notes – The Company had the following unsecured medium-term notes issued and outstanding at June 30, 2026 (in thousands):
Principal AmountRateIssue DateMaturity Date
$500,0003.05%February 2022February 2027
$144,9035.95%June 2024June 2029
    $695,870(a)
5.61%March 2025March 2030
(a)€610.0 million par value remeasured to U.S. dollars at June 30, 2026
The U.S. dollar-denominated medium-term notes provide for semi-annual interest payments and the foreign currency-denominated medium-term notes provide for annual interest payments. Principal on the medium-term notes is due at maturity. Unamortized discounts and debt issuance costs on the medium-term notes reduced the outstanding balance by $8.8 million and $19.5 million at June 30, 2026 and June 30, 2025, respectively.
Unsecured Note Maturities and Redemptions —There were no medium-term note maturities during the second quarter of 2026 or first quarter of 2025. During March 2026, the Company redeemed its €700.0 million 6.36% medium-term notes due 2026 prior to the notes' maturity resulting in a $0.3M loss on extinguishment, which included unamortized discounts and fees, within Financial services interest expense on the Consolidated statements of operations. During the second quarter of 2025, $700.0 million of 3.35% medium-term notes matured, and the principal and accrued interest were paid in full.
Senior Notes and Term Loan – In July 2015, the Company issued $750.0 million of unsecured senior notes in an underwritten offering. The senior notes provide for semi-annual interest payments and principal due at maturity. $450.0 million of the senior notes, which had an interest rate of 3.50%, matured and were repaid in full in July 2025. $300.0 million of the senior notes mature in July 2045 and have an interest rate of 4.625%. The Company used the proceeds from the debt to repurchase shares of its common stock in 2015.
On-Balance Sheet Asset-Backed Canadian Commercial Paper Conduit Facility – In June 2026, the Company renewed and amended its revolving facility agreement with a Canadian bank-sponsored asset-backed commercial paper conduit (Canadian Conduit). Under the renewed and amended agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables for proceeds up to C$50.0 million, which was a C$115.0 million decrease in the total commitment. The amendment reflects lower forecasted funding requirements and the Company's liquidity position. The transferred assets are restricted as collateral for the payment of the associated debt.
Availability under the Canadian Conduit is based on, among other things, the amount and credit performance of eligible Canadian retail motorcycle finance receivables held as collateral. During the first six months of 2025, the Company was temporarily unable to draw on the Canadian Conduit as a result of elevated credit losses. The June 2025 renewal restored the Company's access to the Canadian Conduit facility and increased credit loss thresholds for future periods.
The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement between the Company and the lenders, as of June 30, 2026, the Canadian Conduit had an expiration date of June 30, 2027.
There were no finance receivable transfers under the Canadian Conduit Facility during the first six months of 2026 or 2025.

On-Balance Sheet Asset-Backed U.S. Commercial Paper Conduit Facilities VIE – In October 2025, the Company renewed its $1.50 billion revolving facility agreement (the U.S. Conduit Facility) with third-party banks and their asset-backed U.S. commercial paper conduits. Under the revolving facility agreement, the Company may transfer U.S. retail motorcycle finance receivables to an SPE, which in turn may issue debt to those third-party banks and their asset-backed U.S. commercial paper conduits. Availability under the U.S. Conduit Facility is based on, among other things, the amount and credit performance of eligible U.S. retail motorcycle finance receivables held by the SPE as collateral. In addition to extending the term of the U.S. Conduit Facility, the October 2025 amendment updated the fee structure and finance receivable take-out provisions to better align with ongoing HDFS funding needs.
Under the U.S. Conduit Facility, the assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Company’s creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates if funded by a
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conduit lender through the issuance of commercial paper. The interest rate on all borrowings, if not funded by a conduit lender through the issuance of commercial paper, is based on the Secured Overnight Financing Rate (SOFR), with provisions for a transition to other benchmark rates in the future, if necessary. In addition to interest, a program fee is assessed based on the outstanding debt principal balance. The U.S. Conduit Facility also provides for an unused commitment fee based on the unused portion of the total aggregate commitment. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit Facility, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of June 30, 2026, the U.S. Conduit Facility had an expiration date of October 30, 2026.
There were no finance receivable transfers under the U.S. Conduit Facility during the first six months of 2026. Quarterly transfers of U.S. retail motorcycle finance receivables to the U.S. Conduit and the respective proceeds were as follows in 2025 (in millions):
2025
TransfersProceeds
First quarter$179.5 $155.0 
Second quarter0.00.0
$179.5 $155.0 
On-Balance Sheet Asset-Backed Securitization VIEs – For all of its on-balance sheet asset-backed securitization transactions, the Company transfers U.S. retail motorcycle finance receivables to separate VIEs, which in turn issue secured notes with various maturities and interest rates to investors. All of the notes held by the VIEs are secured by future collections of the purchased U.S. retail motorcycle finance receivables. The U.S. retail motorcycle finance receivables included in the asset-backed securitization transactions are not available to pay other obligations or claims of the Company's creditors until the associated debt and other obligations are satisfied. Restricted cash balances held by the VIEs are used only to support the asset-backed securitizations.
The accounting treatment for asset-backed securitizations depends on the terms of the related transaction and the Company’s continuing involvement with the VIE. During the third quarter of 2025, HDFS determined that it was no longer the primary beneficiary of most of its asset-backed securitization VIEs and also met the criteria for those asset-backed VIEs to be accounted for as a sale. Accordingly, those VIEs were deconsolidated and accounted for as sales during the third quarter of 2025. After deconsolidating certain VIEs, the Company had one on-balance sheet asset-backed securitization remaining that was repaid in full during 2025. Refer to Note 10 of the Notes to Consolidated financial statements for further discussion.
There were no transfers of U.S. retail motorcycle finance receivables to SPEs during the first six months of 2026. Quarterly transfers of U.S. retail motorcycle finance receivables to SPEs, the respective proceeds, and the respective proceeds, net of discounts and issuance costs were as follows in 2025 (in millions):
2025
TransfersProceeds
Proceeds, net
First quarter$— $— $— 
Second quarter584.4500.0497.8
$584.4 $500.0 $497.8 
Off-Balance Sheet Asset-Backed Financing - During the third quarter of 2025, HDFS sold 95% of its residual interest in retail finance receivables that were transferred to certain SPEs through on-balance sheet asset-backed securitization transactions to two counterparties. As a result, HDFS determined that it was no longer the primary beneficiary of the associated VIEs. After also confirming that the transfers of loans that occurred at the inception of each VIE met the criteria for an accounting sale under ASC 860, the VIEs were deconsolidated during the third quarter of 2025. For more information refer to Note 10 of the Notes to Consolidated financial statements.
Intercompany Agreements – Harley Davidson, Inc. has a support agreement with Harley-Davidson Financial Services Inc. whereby, if required, Harley-Davidson, Inc. agrees to provide Harley-Davidson Financial Services Inc. with financial support to maintain Harley-Davidson Financial Services Inc.’s fixed-charge coverage at 1.25 and minimum net worth of $40.0 million. Support may be provided at Harley-Davidson, Inc.'s option as capital contributions or loans. No amount has ever been provided to Harley-Davidson Financial Services Inc. under the support agreement.
On February 14, 2024, Harley-Davidson, Inc. entered into a Convertible Delayed Draw Term Loan Agreement (Convertible Term Loan) with LiveWire Group, Inc. and a wholly-owned subsidiary of LiveWire Group, Inc. whereby LiveWire
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was able to obtain term loans in one or more advances up to an aggregate principal amount of $100.0 million. The Convertible Term Loan had a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. The Convertible Term Loan contained a provision that provided for Harley-Davidson, Inc. to convert amounts outstanding to equity of LiveWire Group, Inc. at the maturity date if, on the maturity date, Harley-Davidson, Inc. determined, acting reasonably and in good faith, that LiveWire Group, Inc. did not have the financial wherewithal to repay all amounts outstanding. LiveWire Group, Inc. did not draw any amounts under the Convertible Term Loan.
On November 9, 2025, Harley-Davidson, Inc. entered into an Amended and Restated Delayed Draw Term Loan Agreement (Term Loan) with LiveWire Group, Inc. and a wholly-owned subsidiary of LiveWire Group, Inc., which amended the Convertible Term Loan. The Term Loan provided LiveWire Group, Inc. with access to up to $75.0 million to be drawn between November 17, 2025 and December 15, 2025. The maturity date of the amount outstanding under the Term Loan, including interest, is December 15, 2027. The Term Loan requires mandatory prepayment of the principal amount of the Term Loan from the first $10.0 million of net proceeds (defined as gross proceeds less offering costs) from the At-The-Market program managed by LiveWire Group Inc., which is a program designed to raise capital from external investors in LiveWire Group Inc. The At-The-Market proceeds mandatory prepayment would apply to any funds raised from the funding of the Term Loan through the maturity date. No other scheduled principal payments are required to be made on the Term Loan and the remaining principal balance must be paid in full on the maturity date. The amount outstanding under the Term Loan bears interest at a floating rate per annum, as calculated as of the date of funding of the Term Loan and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. Interest is compounded on a semi-annual basis on May 31 and November 30 and is required to be paid in full on the maturity date. The Term Loan includes negative covenants restricting the ability of LiveWire Group, Inc. to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. All of the obligations under the Term Loan are secured by a security interest in substantially all of the assets of LiveWire Group, Inc.
On December 15, 2025, LiveWire Group, Inc. borrowed $75.0 million under the Term Loan, which remained outstanding as of June 30, 2026.
The Company believes indicators point to a much later EV adoption in the powersports and discretionary leisure industries than the Company originally anticipated given a lack of government incentives and a less favorable regulatory environment, combined with a slower expansion of charging infrastructure. While the Company continues to evaluate all options for its investment in LiveWire Group, Inc., the Company does not plan to make additional investments to fund the operations of LiveWire Group, Inc. beyond the amount outstanding under the Term Loan described above. LiveWire Group, Inc. plans to continue seeking external capital, including under its At-The-Market program, and review its product portfolio. In addition, LiveWire plans to continue to focus on cost savings to reduce operating losses with the intention of establishing a sustainable business model with the existing funds available.
Operating and Financial Covenants – Harley-Davidson Financial Services Inc. and the Company are subject to various operating and financial covenants related to the credit facilities and various operating covenants under the medium-term and senior notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.
The operating covenants limit the Company’s and Harley-Davidson Financial Services Inc’s ability to:
•Assume or incur certain liens;
•Participate in certain mergers or consolidations; and
•Purchase or hold margin stock.
Under the current financial covenants of the Global Credit Facilities, the ratio of Harley-Davidson Financial Services Inc.’s consolidated debt, excluding secured debt, to Harley-Davidson Financial Services' consolidated allowance for credit losses on finance receivables plus Harley-Davidson Financial Services Inc’s consolidated shareholders' equity, excluding accumulated other comprehensive loss (AOCL), cannot exceed 10.0 to 1.0 as of the end of any fiscal quarter. In addition, the ratio of the Company's consolidated debt to the Company's consolidated debt and consolidated shareholders’ equity (where the Company's consolidated debt in each case excludes that of Harley-Davidson Financial Services Inc. and its subsidiaries, and the Company's consolidated shareholders’ equity excludes AOCL), cannot exceed 0.7 to 1.0 as of the end of any fiscal quarter. No financial covenants are required under the medium-term or senior notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.
As of June 30, 2026 and 2025, Harley-Davidson Financial Services Inc. and the Company remained in compliance with all of the then existing covenants.
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Cautionary Statements
Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the Company’s ability to: (a) execute its business plans and strategies, including without limitation the Back to the Bricks strategic plan, successfully execute its approach to a full enterprise economic model, and strengthen its existing businesses while allowing for growth; (b) manage supply chain and logistics issues, including without limitation quality issues, unexpected interruptions or price increases caused by supplier volatility, raw material shortages, inflation, war or other hostilities, including the conflict in Iran, or natural disasters and longer shipping times and increased logistics costs; (c) manage and predict the impact that new, reinstated or adjusted tariffs may have on the Company's ability to sell products domestically and internationally, and the cost of raw materials and components, including tariffs recently imposed or that may be imposed by the U.S. on foreign goods or rebalancing or other tariffs recently imposed or that may be imposed by foreign countries on U.S. goods; (d) accurately analyze, predict and react to changing market conditions, interest rates, and geopolitical environments, and successfully adjust to shifting global consumer needs and interests, including successfully realigning its product portfolio, which includes re-introducing the Sportster; (e) accurately predict the margins of its segments in light of, among other things, tariffs, rebalancing trade measures, inflation, foreign currency exchange rates, the cost associated with product development initiatives and the Company's complex global supply chain; (f) maintain and enhance the value of the Harley-Davidson brand, including detecting and mitigating or remediating the impact of activist collective actions, such as calls for boycotts and other brand-damaging behaviors that could harm the Company's brand or business; (g) manage through changes in general economic and business conditions, including changing capital, credit and retail markets, and the changing domestic and international political environments, including as a result of the conflict in Iran; (h) successfully access the capital and/or credit markets on terms that are acceptable to the Company and within its expectations; (i) successfully carry out its global manufacturing and assembly operations; (j) develop and introduce products, services and experiences on a timely basis that the market accepts, that enable the Company to generate desired sales levels and that provide the desired financial returns, including successfully implementing and executing plans to shift to a rider-centric portfolio that includes a focus on accessibility and customization and growing its parts and accessories and apparel businesses; (k) perform in a manner that enables the Company to benefit from market opportunities while competing against existing and new competitors; (l) successfully manage and reduce costs throughout the business; (m) manage the impact that prices for and supply of used motorcycles may have on its business, including on retail sales of new motorcycles; (n) prevent, detect and remediate any issues with its motorcycles or any issues associated with the design, manufacturing, or assembly processes to avoid delays in new model launches, recall campaigns, regulatory agency investigations, increased warranty costs or litigation and adverse effects on its reputation and brand strength, and carry out any product programs or recalls within expected costs and timing; (o) successfully manage and reduce costs throughout the business; (p) continue to develop the capabilities of its distributors and dealers, effectively implement changes relating to its full enterprise economic model, and manage the risks that its dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand; (q) realize the desired business benefits from LiveWire operating as a separate public company, which may be affected by, among other things: (i) the ability of LiveWire to execute its plans to develop, produce, market and sell its electric vehicles; (ii) the demand for and consumer willingness to adopt two- and three-wheeled electric vehicles; (iii) the ability of LiveWire to obtain sufficient funding from sources other than the Company to sustain its operations; and (iv) other risks and uncertainties indicated in documents filed with the SEC by the Company or LiveWire Group, Inc., including those risks and uncertainties noted in Risk Factors under Item 1.A of LiveWire Group Inc.'s most recent Annual Report on Form 10-K; (r) manage the quality and regulatory non-compliance issues relating to the brake hose assemblies provided to the Company by Proterial Cable America, Inc. in a manner that avoids future quality or non-compliance issues and additional costs or recall expenses that are material; (s) maintain a productive relationship with Hero MotoCorp as a distributor and licensee of the Harley-Davidson brand name; (t) successfully maintain or achieve a manner in which to sell motorcycles in Europe, China, and the Company's Association of Southeast Asian Nations (ASEAN) countries that does not subject its motorcycles to incremental tariffs; (u) manage its Thailand corporate and manufacturing operation in a manner that allows the Company to avail itself of preferential free trade agreements and duty rates, and sufficiently lower prices of its motorcycles in certain markets; (v) retain and attract talented employees and leadership and qualified and experienced independent directors for its Board of Directors, eliminate personnel duplication, inefficiencies and complexity throughout the organization, and successfully complete transitions of executives, and effectively manage the return to on-site work of Milwaukee-based corporate employees at specified Company facilities; (w) accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices; (x) manage the credit quality, the loan servicing and collection activities, and the recovery rates of HDFS's loan portfolio; (y) prevent a ransomware attack or cybersecurity incidents and data privacy breaches and respond to related evolving regulatory requirements; (z) adjust to tax reform, healthcare inflation and reform and pension reform, and successfully estimate the impact of any such reform on the Company’s business; (aa) manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles; (bb) implement and manage enterprise-wide information technology systems, including systems at its manufacturing facilities; (cc) manage changes, prepare for, and respond to evolving requirements in legislative and regulatory environments related to its products, services and operations, including increased environmental, safety, emissions or other regulations; (dd) manage its exposure to product liability claims in a manner that avoids or successfully mitigates the impact
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of substantial jury verdicts and manage exposure in commercial or contractual disputes; (ee) continue to manage the relationships and agreements that the Company has with its labor unions to help drive long-term competitiveness; (ff) realize the desired business benefits from KKR's and PIMCO's investments in HDFS.; (gg) manage risks related to functions the Company outsources and the use of artificial intelligence by the Company and its vendors and suppliers; (hh) optimize capital allocation in light of the Company's capital allocation priorities; (ii) manage the Company's share repurchase strategy; (jj) manage issues related to climate change and related regulations; and (kk) realize the expected effects of the anticipated increase in HDFS' retail finance receivable base on HDFS' operating income.
The Company’s ability to sell its motorcycles and related products and services and to meet its financial expectations also depends on the ability of the Company’s dealers to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its dealers to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company. In addition, the Company’s dealers and distributors may experience difficulties in operating their businesses and selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions, or other factors.
The Company believes that HDFS' retail credit losses will continue to change over time due to changing consumer credit behavior, macroeconomic conditions, including the impact of inflation and HDFS's efforts to increase prudently structured loan approvals to sub-prime borrowers. In addition, HDFS’s efforts to adjust underwriting criteria based on market and economic conditions and actions that the Company has taken and could take that impact motorcycle values may impact HDFS's retail credit losses.
The Company's operations, demand for its products, and its liquidity could be adversely impacted by changes in tariffs, inflation, work stoppages, facility closures, strikes, natural causes, widespread infectious disease, terrorism, war or other hostilities, including the conflict in Iran, or other factors. Refer to Risk Factors under Item 1.A of this report and Risk Factors under Item 1.A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in foreign currency exchange rates, commodity prices and interest rates. To reduce such risks, the Company selectively uses derivative financial instruments. All hedging transactions are authorized and executed pursuant to regularly reviewed policies and procedures, which prohibit the use of financial instruments for speculative trading purposes. Sensitivity analysis is used to manage and monitor foreign currency exchange rate and interest rate risks. Further disclosure relating to the fair value of the Company's derivative financial instruments is included in Note 8 of the Notes to Consolidated financial statements.
HDMC Segment
The Company sells its motorcycles and related products internationally and in most markets those sales are made in the foreign country’s local currency. As a result, the HDMC segment operating results are affected by fluctuations in the value of the U.S. dollar relative to foreign currencies. The Company’s most significant foreign currency exchange rate risk resulting from the sale of motorcycles and related products relates to the Euro, Australian dollar, Japanese yen, Brazilian real, Canadian dollar, Mexican peso, Chinese yuan, Singapore dollar, Thai baht, Pound sterling and Indian Rupee. The Company utilizes foreign currency contracts to mitigate the effect of certain currencies' fluctuations on HDMC segment operating results. The foreign currency contracts are entered into with banks and allow the Company to exchange currencies at a future date, based on a fixed exchange rate. There have been no material changes to the foreign currency exchange rate market risk information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
The Company purchases commodities for the use in the production of motorcycles. As a result, HDMC segment operating income is affected by changes in commodity prices. The Company uses derivative financial instruments on a limited basis to hedge the prices of certain commodities. There have been no material changes to the commodity market risk information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
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LiveWire Segment
LiveWire sells its electric motorcycles, electric balance bikes, electric bikes and related products internationally, and in most markets, those sales are made in the foreign country’s local currency. As a result, LiveWire’s operating results are affected by fluctuations in the values of the U.S. dollar relative to foreign currencies; however, the impact of such fluctuations on LiveWire’s operations to date have not been material given the majority of LiveWire’s sales are currently in the U.S. LiveWire plans to expand its business and operations internationally and expects its exposure to currency rate risk to increase as it grows its international presence.
HDFS Segment
The Company has interest rate-sensitive financial instruments including finance receivables, debt and interest rate derivative financial instruments. As a result, HDFS operating income is affected by changes in interest rates. The Company
periodically utilizes interest rate caps to reduce the impact of fluctuations in interest rates on its floating-rate asset-backed
securitization transactions. There have been no material changes to the interest rate market risk information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
HDFS also has short-term commercial paper and debt issued through the commercial paper conduit facilities that is subject to changes in interest rates, which it does not hedge. There have been no material changes to the interest rate market risk information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
The Company has foreign currency denominated medium-term notes, and as a result, HDFS operating income is affected by fluctuations in the value of the U.S. dollar relative to foreign currencies and interest rates. At June 30, 2026, this exposure related to the Euro. The Company utilizes cross-currency swaps to mitigate the effect of the foreign currency exchange rate and interest rate fluctuations related to foreign currency denominated debt. There have been no material changes to the foreign currency exchange rate and interest rate market risk information included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and the Company's Quarterly Report for the period ending March 31, 2026.
Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for further information concerning the Company's market risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures – In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer and the Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the President and Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its President and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.
Changes in Internal Controls – There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
The information required under this Item 1 of Part II is contained in Item 1 of Part I of this Quarterly Report on Form 10-Q in Note 14 of the Notes to Consolidated financial statements, and such information is incorporated herein by reference in this Item 1 of Part II.
Item 1A. Risk Factors
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An investment in Harley-Davidson, Inc. involves risks, including the risk factors discussed in Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which have not materially changed except as set forth below. The following risk factor has been updated to reflect new developments and emerging risks related to the Company's recently appointed Chief Executive Officer and its new strategic plan announced in the second quarter.
•The Company may not be able to successfully execute its short-term and long-term business plan and strategies. There is no assurance that the Company will be able to execute its business plans and strategies, including the Company's Back to the Bricks strategic plan. The Company's ability to meet the strategic priorities of its new strategic plan depends upon, among other factors, the Company's ability to: (i) develop and introduce products, including motorcycle models, parts and accessories, and apparel, on a timely basis that the market accepts, that enable the Company to generate desired sales levels and that provide the desired financial returns, (ii) successfully carry out its global manufacturing and assembly operations, (iii) effectively implement changes relating to its dealers and related programs, (iv) accurately analyze, predict, and react to changing market conditions, (v) perform in a manner that enables the Company to benefit from market opportunities while competing against existing and new competitors, and (vi) avoid adverse impacts to its operations and/or demand for its products that may result due to the ongoing geopolitical conflicts and tensions that have led to the implementation of tariffs and additional trade restrictions.
The Company disclaims any obligation to update these risk factors or any other forward-looking statements. The Company assumes no obligation, and specifically disclaims any such obligation, to update these risk factors or any other forward-looking statements to reflect actual results, changes in assumptions or other factors affecting such forward-looking statements.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company's share repurchases, which consisted of shares repurchased on a discretionary basis and shares of common stock that employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units and performance shares, were as follows during the quarter ended June 30, 2026:
2026 Fiscal MonthTotal Number of
Shares Purchased		Average Price
Paid per Share		Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs		Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
April 1 to April 30587,117 $20 587,117 16,217,363 
May 1 to May 31— $— — 16,217,363 
June 1 to June 30753,239 $24 753,239 15,466,985 
1,340,356 $23 1,340,356 
In July 2024, the Company's Board of Directors authorized the Company to repurchase up to 24.4 million shares of its common stock on a discretionary basis with no dollar limit or expiration date. In July 2025, the Company's Board of Directors authorized the Company to repurchase up to 15.0 million additional shares of its common stock on a discretionary basis with no dollar limit or expiration date. The Company repurchased 1.3 million shares on a discretionary basis during the quarter ended June 30, 2026. As of June 30, 2026, 15.5 million shares remained under the authorizations.
Under the share repurchase authorization, the Company’s common stock may be purchased through any one or more of a Rule 10b5-1 trading plan and discretionary purchases on the open market, block trades, accelerated share repurchases or privately negotiated transactions. The repurchase authority has no expiration date but may be suspended, modified or discontinued at any time.
The Company's capital allocation priorities are to (i) reinvest in key growth initiatives, including the associated capital expenditures, (ii) return capital to shareholders through dividends and discretionary share repurchases, and (iii) invest in opportunistic acquisitions. These priorities are designed to support the investment required to enhance the long-term value of the Company and to return any excess cash to shareholders.
The amount of capital to be allocated to share repurchases is approved periodically by the Company’s Board of Directors, taking into account the Company’s expected cash flow over time. The specific number of shares repurchased, if any, and the timing of repurchases are determined by Company management from time to time and will depend on a number of factors, including share price, trading volume, and general market conditions, as well as on working capital requirements, general business conditions, and other factors.
The Harley-Davidson, Inc. 2020 Incentive Stock Plan and the 2022 Aspirational Incentive Stock Plan (Incentive Plans) and predecessor stock plans permit participants to satisfy all or a portion of the statutory federal, state, and local withholding tax
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obligations arising in connection with plan awards by electing to (a) have the Company withhold shares otherwise issuable under the award, (b) tender back shares received in connection with such award, or (c) deliver other previously owned shares, in each case having a value equal to the amount to be withheld. During the second quarter of 2026, the Company acquired 16,768 shares of common stock that employees presented to the Company to satisfy withholding taxes in connection with the vesting of restricted stock units and performance shares.
Item 5. Other Information
During the period ended June 30, 2026, no director or Section 16 officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Refer to the exhibit index immediately following this page.
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Harley-Davidson, Inc.
Exhibit Index to Form 10-Q
Exhibit No.Description
Restated Articles of Incorporation of Harley-Davidson, Inc. as amended through May 28, 2020 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2021 (File No. 1-9183))
Amended and Restated Harley-Davidson, Inc. 2020 Incentive Stock Plan as amended effective May 21, 2026
Form of Notice of Award of Restricted Stock Units and Restricted Stock Unit agreement (Special vesting) of Harley-Davidson, Inc. under the Harley-Davidson, Inc. 2020 Incentive Stock Plan first approved for use in April 2026
Chief Executive Officer Certification pursuant to Rule 13a-14(a)
Chief Financial Officer Certification pursuant to Rule 13a-14(a)
Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. §1350
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101

#    Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(10).
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
HARLEY-DAVIDSON, INC.
Date: August 5, 2026/s/ Jonathan R. Root
Jonathan R. Root
Chief Financial Officer and Chief Commercial Officer
(Principal financial officer)
 
Date: August 5, 2026/s/ Bryan A. Beck
Bryan A. Beck
Chief Accounting Officer
(Principal accounting officer)

86

HARLEY-DAVIDSON, INC.
2020 INCENTIVE STOCK PLAN
 
1. Purposes, History and Effective Date.
 
(a) Purpose. The Harley-Davidson, Inc. 2020 Incentive Stock Plan has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers and other employees and (ii) to increase shareholder value. This Plan provides participants incentives to increase shareholder value by offering the opportunity to acquire shares of the Company’s common stock or receive monetary payments based on the value of such common stock on the potentially favorable terms that this Plan provides.
 
(b) History. Prior to the effective date of this Plan, the Company had in effect the 2014 Plan, which was originally effective April 26, 2014. Upon shareholder approval of this Plan, the 2014 Plan terminated and no new awards could be granted under the 2014 Plan, although awards granted under the 2014 Plan and still outstanding continue to be subject to all terms and conditions of the 2014 Plan, subject to Section 15(c) of this Plan. This Plan was amended and restated effective as of March 11, 2022, subject to approval by the Company’s shareholders at the 2022 annual shareholders meeting, which approval was obtained on May 12, 2022. This Plan is again being amended and restated, subject to, and effective upon, approval by the Company’s shareholders at the 2026 annual shareholders meeting.
 
(c) Effective Date. This Plan became effective on, and Awards could be granted under this Plan on and after, the Effective Date. This Plan will terminate as provided in Section 15.
 
2. Definitions. Capitalized terms used in this Plan have the following meanings:
 
 
(a)
“2009 Plan” means the Harley-Davidson, Inc. 2009 Incentive Stock Plan, as amended.
 
 
(b)
“2014 Plan” means the Harley-Davidson, Inc. 2004 Incentive Stock Plan, as amended.

(c) “Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act or any successor rule or regulation thereto. Notwithstanding the foregoing, for purposes of determining those individuals to whom may be granted a non-qualified Option or a Stock Appreciation Right that is intended to be exempt from Code Section 409A, the term “Affiliate” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with the Company within the meaning of Code Sections 414(b) or (c); provided that, in applying such provisions, the phrase “at least 20 percent” shall be used in place of “at least 80 percent” each place it appears therein.
 
(d) “Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Shares, Restricted Stock, Restricted Stock Units, EIP Shares or Dividend Equivalent Units. Any Award granted under this Plan shall be provided or made in such manner and at such time as complies with or is exempt from the applicable requirements of Code Section 409A to avoid a plan failure described in Code Section 409A(a)(1), including, without limitation, deferring payment to a specified employee or until a specified distribution event, as provided in Code Section 409A(a)(2).
 
(e) “Award Agreement” means any written agreement, contract, or other instrument or document evidencing the grant of an Award in such form as the Committee determines.
 
(f) “Board” means the Board of Directors of the Company.  
(g) “Cause” means, except as otherwise determined by the Committee upon the grant of an Award, (i) the Participant’s conviction of a felony or a plea by the Participant of no contest to a felony, (ii) willful misconduct on the part of the Participant that is materially and demonstrably detrimental to the Company or an Affiliate, (iii) the Participant’s willful refusal to perform requested duties consistent with


the Participant’s office, position or status with the Company or an Affiliate (other than as a result of his or her physical or mental disability) or (iv) other conduct or inaction that the Company determines in its discretion constitutes Cause. With respect to clauses (ii), (iii) and (iv) of this definition, Cause shall be determined by the senior human resources officer of the Company. All determinations of such officer under this definition shall be final.
 
(h) “Change of Control” means the occurrence of any one of the following events:
 
(i) the Continuing Directors no longer constitute a majority of the Directors constituting the Board;
 
(ii) any person or group (as defined in Rule 13d-5 under the Exchange Act), together with its affiliates, becomes the beneficial owner, directly or indirectly, of 20% or more of the Company’s then outstanding Stock or 20% or more of the voting power of the Company’s then outstanding Stock; or
 
(iii) the consummation of the merger or consolidation of the Company with any other corporation, or the sale of substantially all of the Company’s assets or the liquidation or dissolution of the Company, unless, in the case of a merger or consolidation, the Continuing Directors in office immediately prior to such merger or consolidation constitute at least a majority of the directors constituting the board of directors of the surviving corporation of such merger or consolidation and any parent (as defined in Rule 12b-2 under the Exchange Act) of such corporation.
 
 
Notwithstanding the foregoing, with respect to an Award that is deferred compensation subject to Code Section 409A, then solely for purposes of determining the timing of payment of such Award, the term “Change of Control” as defined above shall be deemed amended to the extent necessary to satisfy the definition of “change in control event” under Code Section 409A to the extent necessary for the Award to comply with Code Section 409A.
 
(i) “Change of Control Price” means the highest Fair Market Value price per Share during the sixty (60)-day period preceding the date of a Change of Control.
 
(j) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.
 
(k) “Committee” means the Human Resources Committee of the Board (or a successor committee with the same or similar authority).
 
(l) “Company” means Harley-Davidson, Inc., a Wisconsin corporation, or any successor thereto.

(m) “Continuing Director” means any individual who is either (i) a member of the Board on the Effective Date or (ii) a member of the Board whose election or nomination to the Board was approved by a vote of at least two-thirds (2/3) of the Continuing Directors (other than a person whose election was as a result of an actual or threatened proxy or other control contest).
 
(n) “Director” means a member of the Board, and “Non-Employee Director” means a Director who is not also an employee of the Company or its Subsidiaries.
 
(o) “Disability” has the meaning ascribed to the term in Code Section 22(e)(3), as determined by the Committee.
 
(p) “Disinterested Persons” means the non-employee directors of the Company within the meaning of Rule 16b-3 as promulgated under the Exchange Act.
 
2

(q) “Dividend Equivalent Unit” means the right to receive a payment equal to the cash dividends paid with respect to a Share.
 
(r) “Effective Date” means the date the Company’s shareholders first approve this Plan.
 
(s) “EIP Shares” means Shares that the Company delivers in payment or partial payment of an award under the Harley-Davidson, Inc. Employee Incentive Plan (or any successor thereto) or other incentive plans of the Company or its affiliates that the Committee designates from time to time.

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.
 
(u) “Excluded Items” means any (i) charges for reorganizing and restructuring, (ii) discontinued operations, (iii) asset write-downs, (iv) gains or losses on the disposition of a business or business segment or arising from the sale of assets outside the ordinary course of business, (v) changes in tax or accounting principles, regulations or laws, (vi) extraordinary, unusual, transition, one-time and/or non-recurring items of gain or loss, and (vii) mergers, acquisitions or dispositions, that in each case the Company identifies in its audited financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s annual report.
(v) “Fair Market Value” means, per Share on the date as of which Fair Market Value is being determined, if the Stock is listed for trading on the New York Stock Exchange, the closing sales price on the date in question as reported in The Wall Street Journal, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange. If the Stock is not listed or admitted to trading on the New York Stock Exchange on the date in question, then “Fair Market Value” means, per Share on the date as of which Fair Market Value is being determined, (i) the closing sales price on the date in question on the principal national securities exchange on which the Stock is listed or admitted to trading, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange; or (ii) if the Stock is not listed or admitted to trading on any national securities exchange, the closing quoted sale price on the date in question, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (iii) if not so quoted, the mean of the closing bid and asked prices on the date in question in the over-the-counter market, as reported by such reporting system then in use, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (iv) if on any such date the Stock is not quoted by any such system, the mean of the closing bid and asked prices on the date in question as furnished by a professional market maker making a market in the Stock selected by the Board for the date in question, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (v) if on any such date no market maker is making a market in the Stock, the price as determined in good faith by the Committee; provided that if Fair Market Value is being determined under clause (v) for purposes of determining the Change of Control Price, the value will be determined by the Continuing Directors.
(w) “Option” means the right to purchase Shares at a specified price for a specified period of time. An incentive stock option may be granted, in accordance with Section 7, to a Participant who is an employee of the Company or a subsidiary (as defined for purposes of the incentive stock option rules).
(x) “Participant” means an individual selected by the Committee to receive an Award, and includes any individual who holds an Award after the death of the original recipient.
(y) “Performance Goals” means any objective or subjective goals the Committee establishes with respect to an Award. A Performance Goal may, but is not required to, relate to one or more of the following for such period as the Committee specifies (in all cases before Excluded Items, except as otherwise determined by the Committee); provided that, to the extent a Performance Goal relates to an Award that is intended to qualify as performance based compensation under Section 162(m) of the Code as
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in effect prior to the enactment of the Tax Cuts and Jobs Act for purposes of any state laws that incorporate, refer to or are based on such provisions (together, “Code Section 162(m)”), such Performance Goal shall relate to one or more of the following for such period as the Committee specifies (in all cases before Excluded Items, except as otherwise determined by the Committee upon the grant of the Award):
 
(i) Any one or more of the following as determined for the Company on a consolidated basis, for any one or more Affiliates or divisions of the Company and/or for any other business unit or units of the Company, as determined by the Committee at the time an Award is made:
 
(1) Sales or other revenues;
 
(2) Cost of goods sold;
 
(3) Gross profit;
 
(4) Expenses or expense or cost reductions;
 
(5) Income or earnings, including net income, income from operations;
 
(6) Income before interest and the provision for income taxes;
 
(7) Income before provision for income taxes;
 
(8) Margins;
 
(9) Working capital or any of its components, including accounts receivable, inventories or accounts payable;
 
(10) Assets or productivity of assets;
 
(11) Return on shareholders equity, capital, assets or other financial measure that appears on the Company’s financial statements or is derived from one or more amounts that appear on the Company’s financial statements;
 
(12) Stock price;
 
(13) Dividend payments;
 
(14) Economic value added, or other measure of profitability that considers the cost of capital employed.
 
(15) Cash flow;
 
(16) Debt or ratio of debt to equity or other financial measure that appears on the Company’s financial statements or is derived from one or more amounts that appear on the Company’s financial statements;
 
(17) Net increase (decrease) in cash and cash equivalents;
 
(18) Customer satisfaction;
 
(19) Market share; 
(20) Product quality;
 
(21) New product introductions or launches;
 
(22) Sustainability, including energy or materials utilization;
 
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(23) Business efficiency measures;
 
(24) Retail sales;

(25) Safety.
 
 
(ii)
Earnings per Share for the Company on a consolidated basis.
 
 
(iii)
Total shareholder return.

In the case of Awards that the Committee determines will not be considered “performance-based compensation” under Code Section 162(m), the Committee may establish other Performance Goals not listed in this Plan.
 
(z) “Performance Shares” means the right to receive Shares to the extent Performance Goals are achieved.
 
(aa) “Performance Units” means the right to receive a payment valued in relation to a unit the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals are achieved.
 
(bb) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.
 
(cc) “Plan” means this Harley-Davidson, Inc. 2020 Incentive Stock Plan, as may be amended from time to time.
 
(dd) “Restricted Stock” means Shares that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse upon the achievement or partial achievement of Performance Goals and/or upon the completion of a period of service.
 
(ee) “Restricted Stock Unit” means the right to receive cash, and/or Shares with a Fair Market Value, valued in relation to a unit that has a value equal to the Fair Market Value of a Share, which right may vest upon the achievement or partial achievement of Performance Goals and/or upon the completion of a period of service.
 
(ff) “Retirement” means, except as otherwise determined by the Committee and set forth in an Award Agreement, termination of employment from the Company and its Affiliates (i) for reasons other than Cause, on or after age fifty-five (55); or (ii) with the consent of the Committee, under other circumstances; provided that with respect to an Award that is subject to Code Section 409A, the Committee shall not exercise such authority to the extent that exercise of such authority would cause the Award to fail to satisfy the requirements of Code Section 409A.
 
(gg) “Rule 16b-3” means Rule 16b-3 as promulgated by the United States Securities and Exchange Commission under the Exchange Act. 
(hh) “Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.
 
(ii) “Share” means a share of Stock.
 
(jj) “Stock” means the common stock of the Company.
 
(kk) “Stock Appreciation Right” or “SAR” means the right of a Participant who provides services to the Company or an Affiliate to receive cash, and/or Shares with a Fair Market Value, equal to the appreciation of the Fair Market Value of a Share during a specified period of time.
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(ll) “Subsidiary” means any corporation, limited liability company or other limited liability entity in an unbroken chain of entities beginning with the Company if each of the entities (other than the last entity in the chain) owns the stock or equity interest possessing more than fifty percent (50%) of the total combined voting power of all classes of stock or other equity interests in one of the other entities in the chain.
 
3. Administration.
 
(a) Committee Administration. In addition to the authority specifically granted to the Committee in this Plan, the Committee has full discretionary authority to administer this Plan, including but not limited to the authority to (i) interpret the provisions of this Plan, (ii) prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile any inconsistency in any Award or Award Agreement in the manner and to the extent it deems desirable to carry this Plan into effect and (iv) make all other determinations necessary or advisable for the administration of this Plan.
 
(b) Delegation to Other Committees or CEO. To the extent applicable law permits, the Board or the Committee may delegate to another committee of the Board, or the Committee may delegate to the Chief Executive Officer of the Company, any or all of the authority and responsibility of the Committee. However, no such delegation is permitted with respect to Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised. To the extent applicable law permits, the Board or the Committee also may delegate to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals who are Section 16 Participants. If the Board or Committee has made such a delegation, then all references to the Committee in this Plan include such other committee or the Chief Executive Officer to the extent of such delegation.
 
(c) Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Committee and the Board shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with this Plan or any Award, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same before such Committee or Board member undertakes to handle and defend it on such member’s own behalf.
 
4. Eligibility. The Committee may designate any of the following as a Participant from time to time: any officer or other employee of the Company or any of its Affiliates or an individual that the Company or an Affiliate has engaged to become an officer or other employee. The Committee’s designation of a Participant in any year will not require the Committee to designate such person to receive an Award in any other year. The Committee’s granting of a particular type of Award to a Participant will not require the Committee to grant the same or any other type of Award to such individual.
 
5. Types of Awards. Subject to the terms of this Plan, the Committee may grant any type of Award to any Participant it selects. Awards may be granted alone or in addition to, in tandem with, or (subject to the prohibition on repricing contained in Section 15(e)) in substitution for any other Award (or any other award granted under another plan of the Company or any Affiliate of the Company). Awards granted under this Plan shall be evidenced by an Award Agreement except to the extent the Committee provides otherwise.
 
6. Shares Reserved under this Plan.
 
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(a) Plan Reserve. Subject to adjustment as provided in Section 17, an aggregate of [12,200,000] Shares are reserved for issuance under this Plan, all of which may be issued upon the exercise of incentive stock options. The aggregate number of Shares reserved under this Plan under this Section 6(a) shall be depleted by the maximum number of Shares, if any, that may be payable under an Award as determined at the time of grant.
 
(b) Replenishment of Shares Under this Plan. If (i) an Award lapses, expires, terminates or is cancelled without the issuance of Shares under the Award (whether due currently or on a deferred basis), (ii) the Committee determines during or at the conclusion of the term of an Award that all or some portion of the Shares with respect to which the Award was granted will not be issued on the basis that the conditions for such issuance will not be satisfied, (iii) Shares are forfeited under an Award or (iv) Shares are issued under any Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, then such Shares shall be recredited to this Plan’s reserve and may again be used for new Awards under this Plan, but such Shares may not be issued pursuant to incentive stock options. Notwithstanding the foregoing, in no event shall the following Shares be recredited to this Plan’s reserve: Shares tendered or withheld in payment of the exercise price of an outstanding Option or as a result of the net settlement of an outstanding Stock Appreciation Right; Shares tendered or withheld to satisfy federal, state or local tax withholding obligations; and Shares purchased by the Company using proceeds from Option exercises. 
 
(c) Participant Limitations. With respect to any Awards that are intended to constitute performance-based compensation under Code Section 162(m), the limits in the following sentence shall apply. Subject to adjustment as provided in Section 17, no Participant may be granted Awards that could result in such Participant:
 
(i) receiving in any calendar year Options for, and/or Stock Appreciation Rights with respect to, more than 1,500,000 Shares;
 
(ii) receiving in any calendar year Awards of Shares, Restricted Stock and/or Restricted Stock Units relating to more than 500,000 Shares; or
 
(iii) receiving in any calendar year Awards of Performance Shares and/or Awards of Performance Units relating to more than 500,000 Shares.
 
In all cases, determinations under this Section 6(c) should be made in a manner that is consistent with the exemption for performance-based compensation that Code Section 162(m) provides.
 
7. Options. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each Option, including but not limited to:
 
(a) Whether the Option is an “incentive stock option” which meets the requirements of Code Section 422, or a “nonqualified stock option” which does not meet the requirements of Code Section 422; provided that in the case of an incentive stock option, if the aggregate Fair Market Value (determined on the date of grant) of the Shares with respect to which all “incentive stock options” (within the meaning of Code Section 422) are first exercisable by the Participant during any calendar year (under this Plan and under all other incentive stock option plans of the Company or any Affiliate that is required to be included under Code Section 422) exceeds $100,000, such Option automatically shall be treated as a nonqualified stock option to the extent this limit is exceeded.
 
(b) The grant date, which may not be any day prior to the date that the Committee approves the grant.
 
(c) The number of Shares subject to the Option.
 
(d) The exercise price, which may never be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant; provided that (i) no incentive stock option shall be granted
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to any employee who, at the time the Option is granted, owns (directly or indirectly, within the meaning of Code Section 424(d)) more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary unless the exercise price is at least 110 percent of the Fair Market Value of a Share on the date of grant; and (ii) the exercise price may vary during the term of the Option if the Committee determines that there should be adjustments to the exercise price relating to achievement of Performance Goals and/or to changes in an index or indices that the Committee determines is appropriate (but in no event may the exercise price be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant).
 
(e) The terms and conditions of exercise, which may include a requirement that exercise of the Option is conditioned upon achievement of one or more Performance Goals; provided that, unless the Committee provides otherwise in an Award Agreement or in rules and regulations relating to this Plan, an Option, or portion thereof, shall be exercised by delivery of a written notice of exercise to the Company (or its designee) and provision (in a manner acceptable to the Committee) for payment of the full exercise price of the Shares being purchased pursuant to the Option and any withholding taxes due thereon.
 
(f) The termination date, except that each Option must terminate no later than ten (10) years after the date of grant, and each incentive stock option granted to any employee who, at the time the Option is granted, owns (directly or indirectly, within the meaning of Code Section 424(d)) more than ten percent of the total combined voting power of all classes of stock of the Company or of any Subsidiary must terminate no later than five (5) years after the date of grant.
 
(g) The exercise period following a Participant’s termination of employment, provided that:
 
(i) Unless the Committee provides otherwise, if a Participant shall cease to be employed by the Company or any of its Affiliates other than by reason of Retirement, Disability, or death, (A) the portion of the Option that is not vested shall terminate on the date of such cessation of employment and (B) the Participant shall have a period ending on the earlier of the Option’s termination date or 90 days from the date of cessation of employment to exercise the vested portion of the Option to the extent not previously exercised. At the end of such period, the Option shall terminate.
 
(ii) Unless the Committee provides otherwise, if a Participant shall cease to be employed by the Company or any of its Affiliates by reason of Retirement or Disability, the Option shall remain exercisable, to the extent it was exercisable at the time of cessation of employment, until the earliest of: the Option’s termination date; the death of the Participant, or such later date not more than one year after the death of the Participant as the Committee, in its discretion, may provide; the third anniversary of the date of the cessation of the Participant’s employment, if employment ceased by reason of Retirement; or the first anniversary of the date of the cessation of the Participant’s employment by reason of Disability. At the end of such period, the Option shall terminate.
 
(iii) In the event of the death of the Participant while employed by the Company or any of its Affiliates, the Option may be exercised at any time prior to the earlier of the Option’s termination date or the first anniversary of the date of the Participant’s death to the extent that the Participant was entitled to exercise such Option on the Participant’s date of death. In the event of the death of the Participant while entitled to exercise an Option pursuant to Section 7(g)(ii), the Committee, in its discretion, may permit such Option to be exercised prior to the Option’s termination date during a period of up to one year from the death of the Participant, as determined by the Committee to the extent that the Option was exercisable at the time of cessation of the Participant’s employment.
 
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Extension of the Option exercise period beyond 90 days from the date of cessation of employment shall result in conversion of an incentive stock option to a non-qualified stock option to the extent required under the Code.
 
Any Participant who disposes of Shares acquired upon the exercise of an incentive stock option either (1) within two years after the date of the grant of such Option or (2) within one year after the transfer of such Shares to the Participant shall notify the Company of such disposition and of the amount realized upon such disposition.
 
In all other respects, the terms of any incentive stock option should comply with the provisions of Code Section 422 except to the extent the Committee determines otherwise.
 
8. Stock Appreciation Rights. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each SAR, including but not limited to:
 
(a) Whether the SAR is granted independently of an Option or relates to an Option; provided that if an SAR is granted in relation to an Option, then unless otherwise determined by the Committee, the SAR shall be exercisable or shall mature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the related SAR.
 
(b) The grant date, which may not be any day prior to the date that the Committee approves the grant.
 
(c) The number of Shares to which the SAR relates.
 
(d) The grant price, provided that (i) the grant price shall never be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant and (ii) the grant price may vary during the term of the SAR if the Committee determines that there should be adjustments to the grant price relating to achievement of Performance Goals and/or to changes in an index or indices that the Committee determines is appropriate (but in no event may the grant price be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant).
 
(e) The terms and conditions of exercise or maturity.
 
(f) The term, provided that an SAR must terminate no later than 10 years after the date of grant.
 
(g) The exercise period following a Participant’s termination of employment.
 
(h) Whether the SAR will be settled in cash, Shares or a combination thereof.
 
9. Performance Awards. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each Award of Performance Shares or Performance Units, including but not limited to:
 
(a) The number of Shares and/or units to which such Award relates. 
(b) One or more Performance Goals that must be achieved during such period as the Committee specifies in order for the Participant to realize the benefit of such Award. With respect to an Award that is intended to constitute performance-based compensation with respect to a Participant who is a covered employee for purposes of Code Section 162(m), once the Performance Goals have been established with respect to an Award, the Committee shall have no discretion to increase the amount of compensation payable under the Award, although the Committee may decrease the amount of compensation that a Participant may earn under such an Award.
 
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(c) Whether all or a portion of the Performance Goals subject to an Award are deemed achieved upon a Participant’s death, Disability or Retirement.
 
(d) With respect to Performance Units, whether to settle such Award in cash, Shares, or a combination of cash and Shares.

(e) Whether dividends paid with respect to the Shares subject to or underlying an Award of Performance Shares or Performance Units will be credited to the Award holder; provided that any such dividends must be held in escrow or otherwise deferred until the end of the applicable performance period; and provided further that no such dividends may be credited or paid with respect to the Award to the extent the Performance Goals for the Award are not achieved or the Award is otherwise not earned.
 
10. Restricted Stock, Restricted Stock Unit and Share Awards. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each Award of Restricted Stock, Restricted Stock Units or Shares, including but not limited to:
 
(a) The number of Shares and/or units to which such Award relates.
 
(b) Subject to Section 13, the period of time, if any, over which, with respect to Restricted Stock or Restricted Stock Units, the risk of forfeiture or restrictions imposed on the Award will lapse, or over which the Award will vest, and whether, as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period, if any, as the Committee specifies.
 
(c) Whether, with respect to Restricted Stock and Restricted Stock Units, all or any portion of the period of forfeiture or restrictions imposed on the Award will lapse, or whether the vesting of the Award will be accelerated, upon a Participant’s death, Disability or Retirement.
 
(d) With respect to Restricted Stock Units, whether to settle such Awards in cash, Shares, or a combination of cash and Shares.
 
(e) With respect to Restricted Stock, the manner of registration of certificates or book entry for such Shares, and whether to hold such Shares in escrow pending lapse of the period of forfeiture or restrictions or to issue such Shares with an appropriate legend or stop-transfer order referring to such restrictions.
 
(f) Whether dividends paid with respect to the Shares subject to or underlying an Award of Restricted Stock or Restricted Stock Units will result in dividends or Dividend Equivalent Units being credited with respect to such Award; provided that any such dividends or Dividend Equivalent Units shall be held in escrow or otherwise deferred and shall be subject to the same terms and conditions as the Award to which they relate.
 
11. EIP Shares. Subject to the terms and conditions of this Plan, the Committee may elect to have the Company deliver EIP Shares in payment or partial payment of awards under the Harley-Davidson, Inc. Employee Short Term Incentive Plan (or any successor thereto) or other incentive plans of the Company or its Affiliates that the Committee designates from time to time.
 
12. Dividend Equivalent Units. Subject to the terms and conditions of this Plan, the Committee will determine all terms and conditions of each Award of Dividend Equivalent Units, including but not limited to whether such Award will be granted in tandem with another Award, and the form, timing and conditions of payment. However, any Dividend Equivalent Units granted in connection with any Award shall be subject to the same terms and conditions as the Award to which they relate. In addition, any Dividend Equivalent Units granted in connection with any “stock right” within the meaning of Code Section 409A shall be set forth in a written arrangement that is separate from such Award, and to the extent such Dividend Equivalent Units are considered deferred compensation, such written arrangement shall comply
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with the provisions of Code Section 409A. In addition, Dividend Equivalent Units may not be granted in tandem with Awards providing Options or SARs.
 
13. Minimum Vesting Period; Discretion to Accelerate Vesting.

(a) Minimum Vesting Period. All Awards granted under the Plan that may be settled in Shares must have a minimum vesting period of one (1) year from the date of grant, provided that the Committee may elect not to apply such minimum vesting period to Awards with respect to up to five percent (5%) of the total Shares reserved pursuant to the first sentence of Section 6(a).

(b) Discretion to Accelerate. Notwithstanding Section 13(a), the Committee may accelerate the vesting of an Award or deem an Award to be earned, in whole or in part, in the event of (i) a Participant’s death, Disability, Retirement, or termination without Cause, (ii) as provided in Section 17(c) or (iii) upon any other event as determined by the Committee in its sole and absolute discretion.
 
14. Transferability. Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Committee allows a Participant to: (a) designate in writing a beneficiary to exercise the Award after the Participant’s death; or (b) transfer an Award, provided that in no event shall Options be transferable to third-party financial institutions.
 
15. Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.
 
(a) Term of Plan. Unless the Board or the Committee earlier terminates this Plan pursuant to Section 15(b), this Plan will terminate on the tenth (10th) anniversary of the date on which it has most recently been approved by the Company’s shareholders.
 
(b) Termination and Amendment. The Board or the Committee may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the following limitations:
 
(i) the Board must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) action of the Board, (B) applicable corporate law or (C) any other applicable law;
 
(ii) shareholders must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded or (D) any other applicable law; and
 
(iii) shareholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 6(a) or 6(c) (except as permitted by Section 17); or (B) an amendment to the provisions of Section 15(e).
 
(c) Amendment, Modification , Cancellation or Recoupment of Awards. Except as provided in Section 15(e) and subject to the requirements of this Plan, the Committee may modify or amend any Award or waive any restrictions or conditions applicable to any Award or the exercise of the Award, and the terms and conditions applicable to any Awards may at any time be amended, modified or canceled by mutual agreement between the Committee and the Participant or any other person(s) as may then have an interest in the Award, so long as any amendment or modification does not increase the number of Shares issuable under this Plan (except as permitted by Section 17), but the Committee need not obtain Participant (or other interested party) consent for the cancellation of an Award pursuant to the provisions of Section 17(a) or for the modification or amendment of an Award: (i) to the extent the modification or amendment is deemed necessary by the Committee to comply with any applicable law (including Code Section 409A) or the listing requirements of any principal securities exchange or market on which the Shares are then traded; (ii) to the extent the modification or amendment is deemed necessary by the Committee to preserve favorable accounting treatment of any Award for the Company; or (iii) to the extent the Committee determines that such modification or amendment does not materially and adversely affect the value of an
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Award or that such modification or amendment is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award. In addition, except as provided in Section 15(e) and subject to the requirements of this Plan, the Committee may modify or amend any Award granted to a Participant under the 2009 Plan or the 2014 Plan, or waive any restrictions or conditions applicable to any such Award, to include Award terms consistent with the permitted terms of Awards granted under this Plan. Notwithstanding the foregoing, unless determined otherwise by the Committee, any such amendment shall be made in a manner that will enable an Award intended to be exempt from Code Section 409A to continue to be so exempt, or to enable an Award intended to comply with Code Section 409A to continue to so comply. Any Awards granted pursuant to this Plan, and any Stock issued or cash paid pursuant to such an Award, shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable law, regulation or listing standard that requires the Company to recoup or claw back compensation paid pursuant to such an Award.
 
(d) Survival of Authority and Awards. Notwithstanding the foregoing, the authority of the Board and the Committee under this Section 15 will extend beyond the date of this Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in full force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.
 
(e) Repricing Prohibited. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities, or similar transaction(s)), the Company may not, without obtaining shareholder approval: (i) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs, (ii) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs, or (iii) cancel outstanding Options or SARs with an exercise price above the current Stock price in exchange for cash or other securities.
 
(f) Foreign Participation. To assure the viability of Awards granted to Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 15(b)(ii).
 
(g) Code Section 409A. The provisions of Code Section 409A are incorporated herein by reference to the extent necessary for any Award that is subject to Code Section 409A to comply therewith.
16. Taxes.
 
(a) Withholding. The Company is entitled to withhold the amount of any tax attributable to any amount payable or Shares delivered or deliverable under this Plan, and the Company may defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction. A Participant shall satisfy the federal, state and local withholding tax obligations arising in connection with an Award in a manner acceptable to the Committee. If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of the federal, state and local withholding tax obligations arising in connection with such Award by electing to (i) have the Company withhold Shares otherwise issuable under the Award, (ii) tender back Shares received in connection with such Award or (iii) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld. However, the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction to the extent needed for
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the Company to avoid adverse accounting consequences. The election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires.
 
(b) No Guarantee of Tax Treatment. Notwithstanding any provision of this Plan to the contrary, the Company does not guarantee to any Participant or any other Person(s) with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.
 
17. Adjustment Provisions; Change of Control.
 
(a) Adjustment of Shares. If (i) the Company shall at any time be involved in a merger or other transaction in which the Shares are changed or exchanged; or (ii) the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable in Shares, other securities (other than any stock purchase rights associated with the Shares that the Company might authorize and issue in the future) or other property; or (iii) the Company shall effect a cash dividend the amount of which exceeds 15% of the trading price of the Shares at the time the dividend is declared or any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares; or (iv) any other event shall occur which, in the case of this clause (iv), in the judgment of the Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then, subject to Participants’ rights under Section 17(c), the Committee shall, in such manner as it may deem equitable, adjust any or all of: (A) the number and type of Shares subject to this Plan (including the number and type of Shares described in Sections 6(a) and 6(d)) and which may after the event be made the subject of Awards under this Plan, (B) the number and type of Shares subject to or underlying outstanding Awards, (C) the grant, purchase, or exercise price with respect to any Award, and (D) to the extent that such discretion will not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals with respect to an Award. In any such case, the Committee may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Committee and provide that Options or SARs the exercise or grant price of which does not exceed the Fair Market Value be cancelled without consideration therefor effective at such time as the Committee specifies (which may be the time such transaction or event is effective), but if such transaction or event constitutes a Change of Control, then (1) any such payment shall be at least as favorable to the holder as the greatest amount the holder could have received in respect of such Award under Section 17(c) and (2) from and after the Change of Control, the Committee may make provision for a cash payment only if the Committee determines that doing so is necessary to substitute, for each Share then subject to or underlying an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to the transaction or event in accordance with the last sentence of this Section 17(a). However, in each case, with respect to Awards of incentive stock options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to or underlying any Award payable or denominated in Shares must always be a whole number. Unless the Committee determines otherwise, any such adjustment to an Award that is exempt from Code Section 409A shall be made in manner that permits the Award to continue to be so exempt, and any adjustment to an Award that is subject to Code Section 409A shall be made in a manner that complies with the provisions thereof. Without limitation, subject to Participants’ rights under Section 17(c), in the event of any such merger or similar transaction, subdivision or combination of Shares, dividend or other event described above, whether or not constituting a Change of Control (other than any such transaction in which the Company is the continuing corporation and in which the outstanding Stock is not being converted into or exchanged for different securities, cash or other
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property, or any combination thereof), the Committee shall substitute, on an equitable basis as the Committee determines, for each Share then subject to or underlying an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to the transaction. Notwithstanding the foregoing, if the Company shall subdivide the Shares or the Company shall declare a dividend payable in Shares, and if no action is taken by the Board or the Committee, then the adjustments contemplated by this Section 17(a) that are proportionate shall nevertheless automatically be made as of the date of such subdivision of the Shares or dividend in Shares.
 
(b) Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Committee may authorize the issuance or assumption of Awards upon such terms and conditions as it may deem appropriate.
 
(c) Change of Control.

(i) Subject to Section 17(c)(iii), the following provisions will apply:

(A) Subject to Section 17(c)(i)(B), except to the extent the Committee provides a result more favorable to holders of Awards (either in an Award Agreement or at the time of a Change of Control), or to the extent another agreement between the Company and a Participant provides a more favorable result to the Participant, in the event of a Change of Control and with respect to each Award the holder of which is employed by the Company or an Affiliate on the date of the Change of Control:

     (1) each holder of an Option or SAR shall have the right at any time thereafter to exercise the Option or SAR in full whether or not the Option or SAR was theretofore exercisable;
 
     (2) Restricted Stock and Restricted Stock Units (that are not subject to Performance Goals and) that are not then vested shall vest, and any period of forfeiture or restrictions to which Restricted Stock and Restricted Stock Units are subject shall lapse, upon the date of the Change of Control;
 
     (3) each holder of a Performance Share and/or Performance Unit (and/or any Restricted Stock and Restricted Stock Units that are subject to Performance Goals) for which the performance period has not expired shall become vested in an amount equal to the product of the value of the Performance Share and/or Performance Unit assuming achievement of the applicable Performance Goal at the greater of the target performance level or the rate of actual performance through the date of the Change of Control projected through the end of the performance period and a fraction the numerator of which is the number of whole months that have elapsed from the beginning of the performance period to which the Award is subject to the date of the Change of Control and the denominator of which is the number of whole months in the performance period; and
 
     (4) all Dividend Equivalent Units that were awarded in connection with another Award shall vest.
 
The rules of this Section 17(c)(i)(A) shall not prevent the Committee, in connection with a Change of Control transaction, from exercising the authority provided to the Committee under the penultimate sentence of Section 17(a) to substitute, for each vested (taking into account the vesting rules of this Section 17(c)(i)(A)) and previously unexercised or undistributed Share then subject to or underlying an Award, the number and kind of
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shares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect to each Share pursuant to the transaction.

(B) The provisions of Section 17(c)(i)(A) notwithstanding, no acceleration of exercisability, vesting, issuance of shares or other payment shall occur under Section 17(c)(i)(A) with respect to Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units the value of which is based on the Fair Market Value of a Share or Dividend Equivalents that were awarded in connection with another Award (collectively, “Equity Awards”) held by Participants to the extent the Committee reasonably determines in good faith prior to the occurrence of a Change of Control that such Equity Awards shall be honored or assumed, or new rights substituted therefor (each such honored, assumed or substituted award hereinafter called an "Alternative Award"), by the Participant's employer (or the parent or a subsidiary of such employer) immediately following the Change of Control, provided that any such Alternative Award must:

    (1) relate to a class of equity that is (or will be within 5 business days following the Change of Control) listed to trade on a recognized securities market;

    (2) provide the Participant with rights and entitlements substantially equivalent to or better than the rights and entitlements applicable under such Equity Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment, including all provisions applicable in respect of such Equity Award that provide for accelerated vesting (with respect to Equity Awards that vest upon the attainment of one or more Performance Goals, if the Change of Control occurs during the course of a performance period applicable to the Equity Award, then (x) the Performance Goals shall be deemed to have been satisfied at the target level specified in the Participant's Award Agreement or, if greater, otherwise specified by the Committee at or after grant, and (y) any Alternative Award shall not include a performance objective, unless otherwise determined by the Committee as constituted immediately prior to the Change of Control);

    (3) have substantially equivalent economic value to the Equity Award (as determined by the Committee as constituted immediately prior to the Change of Control); and

    (4) have terms and conditions providing that if the Participant's employment is terminated upon or within two years following such Change of Control by the Participant's employer other than for Cause or by the Participant for Good Reason, the Participant's rights under each such Alternative Award shall become fully vested and exercisable (for purposes of this clause (4), Good Reason and Cause shall be as defined in the Company's Transition Agreement ("Transition Agreement") applicable to the Participant prior to the occurrence of the Change of Control and, if no Transition Agreement is applicable to the Participant, then as such terms are defined in the form of Transition Agreement filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021; provided, however, that with respect to any Equity Award that does not qualify for any applicable exemption from the application of Section 409A of the Code, the payment or distribution of the Alternative Award shall only be made at the time otherwise specified under the Plan or the Award Agreement without regard to the occurrence of the Change of Control (including any six month delay in payment applicable to a "specified employee," as determined in accordance with Section 409A of the Code).
 
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(ii) For purposes of this Section 17(c), the “value” of a Performance Share shall be equal to, and the “value” of a Performance Unit the value of which is equal to the Fair Market Value of one or more Shares shall be based on, the Change of Control Price.

(iii) Unless any agreement between the Participant and the Company provides for a payment by the Company to the Participant to cover the excise taxes due by the Participant upon receipt of an excess parachute payment within the meaning of Code Section 280G, if the receipt of any payment by a Participant under the circumstances described in this Section 17(c) would result in the payment by the Participant of any excise tax provided for in Section 280G and Section 4999 of the Code, then the amount of such payment shall be reduced to the extent required to prevent the imposition of such excise tax.
 
18. Miscellaneous.
 
(a) Other Terms and Conditions. The grant of any Award may also be subject to other provisions (whether or not applicable to the Award granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions for:
 
(i) one or more means to enable Participants to defer the delivery of Shares or recognition of taxable income relating to Awards or cash payments derived from the Awards on such terms and conditions as the Committee determines, including, by way of example, the form and manner of the deferral election, the treatment of dividends paid on the Shares during the deferral period or a means for providing a return to a Participant on amounts deferred, and the permitted distribution dates or events (provided that no such deferral means may result in an increase in the number of Shares issuable under this Plan);
 
(ii) conditioning the grant or benefit of an Award on the Participant’s agreement to comply with covenants not to compete, not to solicit employees and customers and not to disclose confidential information that may be effective during or after the Participant’s employment, and/or provisions requiring the Participant to disgorge any profit, gain or other benefit received in connection with an Award as a result of the breach of such covenant;
 
(iii) the payment of the purchase price of Options (A) by delivery of cash or other Shares or other securities of the Company (including by attestation) having a then Fair Market Value equal to the purchase price of such Shares, (B) by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price, (C) by surrendering the right to receive Shares otherwise deliverable to the Participant upon exercise of the Award having a Fair Market Value at the time of exercise equal to the total exercise price, or (D) by any combination of (A), (B) and/or (C);
 
(iv) except in connection with the grant of Awards providing Options or SARs, for which Awards this subsection is not applicable, provisions giving the Participant the right to receive dividend payments or dividend equivalent payments with respect to the Shares subject to or underlying the Award (but only after the Shares subject to or underlying the Award are earned, vested or acquired), which payments may be either made currently or credited to a nonqualified deferred compensation account for the Participant that complies with the applicable requirements of Code Section 409A, provides for the deferral of payment of such amounts to a specified employee or until a specified event described in Code Section 409A(a)(2), and may be settled in cash or Shares, as the Committee determines;
 
(v) restrictions on resale or other disposition of Shares, including imposition of a retention period;
 
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(vi) compliance with federal or state securities laws and stock exchange requirements; and
 
(vii) provisions requiring the Participant to disgorge any profit, gain or other benefit received in connection with an Award under other circumstances.
 
(b) Employment. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment with the Company or any Affiliate. Unless determined otherwise by the Committee, for purposes of this Plan and all Awards, the following rules shall apply:
 
(i) a Participant who transfers employment between the Corporation and any Affiliate of the Company, or between the Company’s Affiliates, will not be considered to have terminated employment;
 
(ii) a Participant who ceases to be employed by the Company or an Affiliate of the Company and immediately thereafter becomes a Non-Employee Director, a non-employee director of any of its Affiliates, or a consultant to the Company or any of its Affiliates shall not be considered to have terminated employment until such Participant’s service as a director of, or consultant to, the Company and its Affiliates has ceased; and
 
(iii) a Participant employed by an Affiliate of the Company will be considered to have terminated employment when such entity ceases to be an Affiliate of the Company.
 
Notwithstanding the foregoing, for purposes of an Award that is subject to Code Section 409A, if a Participant’s termination of employment or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated employment or service upon a “separation from service” within the meaning of Code Section 409A. Notwithstanding any other provision in this Plan or an Award to the contrary, if any Participant is a “specified employee” within the meaning of Code Section 409A as of the date of his or her “separation from service” within the meaning of Code Section 409A, then, to the extent required to avoid the income inclusion, interest and additional tax imposed by Code Section 409A, any payment made to the Participant on account of such separation from service shall not be made before a date that is six months after the date of the separation from service.
 
(c) No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Committee may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled, terminated or otherwise eliminated.
 
(d) Unfunded Plan. This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors.
 
(e) Requirements of Law and Securities Exchange. The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any Award Agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under this Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges. Notwithstanding any provision of this Plan or any document pertaining to
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Awards granted hereunder to the contrary, this Plan shall be so construed, interpreted and administered to meet the applicable requirements of Code Section 409A to avoid a plan failure described in Code Section 409A(a)(1).
 
(f) Governing Law. This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of Wisconsin, without reference to any conflict of law principles. The exclusive venue for any legal action or proceeding with respect to this Plan, any Award or any Award Agreement, or for recognition and enforcement of any judgment in respect of this Plan, shall be a court sitting in the County of Milwaukee, or the Federal District Court for the Eastern District of Wisconsin sitting in the County of Milwaukee, in the State of Wisconsin, and any such action may be heard only in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to a jury trial.
 
(g) Limitations on Actions. Any legal action or proceeding with respect to this Plan, any Award or any Award Agreement must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.
 
(h) Construction. Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of sections are for general information only, and this Plan is not to be construed with reference to such titles.
 
(i) Severability. If any provision of this Plan or any Award Agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any Award Agreement or any Award under any law the Committee deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan, such Award Agreement or such Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such Award Agreement and such Award will remain in full force and effect.
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Notice of Award of Restricted Stock Units
and Restricted Stock Unit Agreement (Special Vesting)
Harley-Davidson, Inc.
ID: 39-1805420
3700 West Juneau Avenue
Milwaukee, WI 53208


Restricted Stock Units

Plan:






2020 Incentive Stock Plan

ID: <emp_id>


<first_name> <last_name>








Effective <award_date> (the “Grant Date”), you have been granted Restricted Stock Units with respect to <shares_awarded> shares of Common Stock of Harley-Davidson, Inc. (“HDI”) under HDI's 2020 Incentive Stock Plan (the “Plan”).

Subject to accelerated vesting and forfeiture as described in Exhibit A, a portion of the Restricted Stock Units (Restricted Stock Units with the same scheduled vesting date are referred to as a “Tranche”) shall vest in accordance with the following schedule:

Restricted Stock Units Tranche
Vesting Date
One-half of the Restricted Stock Units (Tranche #1)
The first anniversary of the Grant Date
The final one-half of the Restricted Stock Units (Tranche #2)
The second anniversary of the Grant Date

If application of the above schedule on the first vesting date or the second vesting date would produce vesting in a fraction of a Restricted Stock Unit, then the number of Restricted Stock Units that become vested on that vesting date shall be rounded down to the next lower whole number of Restricted Stock Units, and the fractional Restricted Stock Unit shall be carried forward into the next Tranche of Restricted Stock Units.

You may not sell, transfer or otherwise convey an interest in or pledge any of your Restricted Stock Units.



The Restricted Stock Units are granted under and governed by the terms and conditions of the Plan and this Restricted Stock Unit Agreement including Exhibit A. Additional provisions regarding your Restricted Stock Units and definitions of capitalized terms used and not defined in this Restricted Stock Unit Agreement can be found in the Plan.


HARLEY-DAVIDSON, INC.




                                                                             
Tori Termaat
Chief Human Resources Officer



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Exhibit A to Restricted Stock Unit Agreement

Confidential Information: In consideration of your agreement to the terms of this Restricted Stock Unit Agreement by your acceptance of this Restricted Stock Unit Agreement, the Company promises to disclose to you from time to time confidential and competitively sensitive information concerning, among other things, the Company and its strategies, objectives, performance and business prospects. You may use this information to perform your duties to the Company as well as in determining whether to accept an equity award. You shall not use and/or disclose this information for any purpose prohibited by the Company’s policies and guidelines concerning insider trading and/or as otherwise prohibited by this Restricted Stock Unit Agreement.
Certain Definitions: The following definitions apply in this Restricted Stock Unit Agreement:
(1) “Company” or “the Company” means HDI and all of its subsidiaries and affiliates engaged in the development, manufacture, procurement, marketing, financing, or selling of two- or three-wheeled motorcycles; motorcycle parts, accessories, and clothing; or other motorcycle-related or motorcycle brand-identified products or services including financial services.
(2) “Competitive Business” as used in this Restricted Stock Unit Agreement means any person, firm, corporation, or entity of any type other than the Company that: (a) is engaged in developing, making, marketing or selling: (i) two- or three-wheeled motorcycles; (ii) motorcycle parts, motorcycle accessories, and/or motorcycle clothing; or (iii) other motorcycle-related or motorcycle brand-identified products or services; and (b) markets or sells, or is reasonably expected to market or sell, directly or indirectly, such as through a dealer or dealer network, any of these products or services in any Prohibited Territory. Examples of a Competitive Business provided for your convenience and subject to change in an evolving marketplace include, but is not limited to the following: KTM AG; Husqvarna Motorcycles GmbH; Royal Enfield; Erik Buell Racing LLC; Buell Motorcycles; GasGas; Revzilla; JP Cycles; REVER; Comoto Holdings, Inc.; EagleRider; CFMoto; Benelli; Qianjiang Motorcycle; Loncin Holdings; Zongshen; Stark; Piaggio Group; Ducati; Niu Technologies; Kymco; Sanyang Motor; Gogoro; MV AGUSTA Motor S.p.A.; Parts Unlimited; Tucker Rocky Distributing; Polaris Industries, Inc.; Victory Motorcycles; Indian Motorcycle Company; Triumph Motorcycles Ltd.; Honda Racing Corporation; Yamaha Motor Co., Ltd.; Suzuki Motor Corporation; Kawasaki Motorcycle & Engine Company; Zero Motorcycles, Inc.; Brammo, Inc.; BMW Motorrad; Bombardier Recreational Products Inc.; Bajaj Auto Limited; TVS Motor Company Ltd.; The Hero Group, Ltd.; and Ural Motorcycles. Tesla, Inc. would be another example of a Competitive Business if Tesla is engaged in developing, manufacturing, marketing or selling a two- or three-wheeled motorcycle and/or related products or services.
(3) “Confidential Information” means any and all non-public information, ideas, and materials, other than Trade Secrets, in whatever form, tangible or intangible, related to Company’s business (including, without limitation, the business of any entity owned by, controlled by, or affiliated with the Company) that provides Company with a competitive business advantage by virtue of the information, idea, or material not being generally known to Company’s competitors, Company’s customers, and/or the general public. Confidential Information includes, but is not limited to: project files, product designs, drawings, sketches and processes; production characteristics; testing procedures and results thereof; manufacturing methods, processes, techniques and test results; plant layouts, tooling, engineering evaluations and reports; business plans, financial statements and projections; operating forms (including contracts) and procedures; payroll and personnel records; non-public marketing materials, plans and proposals; customer lists and information, and target lists for new clients and information relating to potential clients; software codes and computer programs; training manuals; policy and procedure manuals; raw materials sources, price and cost information; administrative techniques and documents; and information received by the Company under an obligation of confidentiality to a third party. Confidential Information does not include any information, idea, or material (i) that is disclosed to you without confidential or proprietary restriction by a third party who rightfully possesses the information, idea, or material (likewise without confidential or proprietary restriction) prior to or independent of your employment, (ii) that is rightfully in your possession or part of your general knowledge prior to or independent of your employment, or (iii) that is or becomes publicly known or is legitimately in the public domain through lawful means and without breach of this Restricted Stock Unit Agreement by you, or breach of a similar agreement by others.
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(4) “Prohibited Territory” shall mean any county or borough within the United States of America, and any comparable administrative and/or political subdivision of a sovereign political entity outside of the United States of America, in or over which you had material responsibilities on behalf of the Company during the last twelve (12) months of your employment with the Company.
(5) “Trade Secrets” means any information, including any data, plan, drawing, specification, pattern, procedure, method, computer data, system, program or design, device, list, tool, or compilation, that relates to the present or planned business of the Company and which: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means to, other persons who can obtain economic value from their disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of "trade secret" under applicable law, the latter definition shall control.
(6) Neither Confidential Information nor Trade Secrets include general skills or knowledge or skills that you obtained prior to your employment with the Company.
Confidentiality:
(1) During the time period from the date of this Restricted Stock Unit Agreement through the date that is two years after the last day of your employment with the Company, regardless of whether your termination of employment is voluntary or involuntary or the reason therefor, you shall not use or disclose any Confidential Information except for the benefit of the Company in the course of your employment by the Company and shall not use or disclose any Confidential Information in competition with or to the detriment of the Company, or for your benefit or the benefit of anyone else other than the Company.
(2) During the time period from the date of this Restricted Stock Unit Agreement and for so long thereafter as such information is not generally known to, and not readily ascertainable by proper means to, other persons who can obtain economic value from its disclosure or use, you will maintain all Trade Secrets to which you have received access while employed by the Company as confidential and as the property of the Company. Nothing in this Agreement shall limit Company’s remedies with respect to your unauthorized use and/or disclosure of Trade Secrets. You understand and acknowledge that you are hereby being provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (i) No individual will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined under the DTSA) that: (1) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (ii) An individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
(3) Upon termination of your employment with the Company, you will turn over immediately to the Company all Confidential Information and Trade Secrets (including all paper and electronic copies), and you shall retain no copies thereof. You shall attend an exit interview at or around the time of termination and sign a written statement certifying your compliance with the terms of this Restricted Stock Unit Agreement. This Restricted Stock Unit Agreement, including, but not limited to, this confidentiality provision, does not restrict or prevent you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, the National Labor Relations Board, the Securities and Exchange Commission, or any other federal, state, or local agency charged with the enforcement of any laws, including providing documents or other information, or exercising your rights under Section 7 of the NLRA to engage in protected, concerted activity with other employees.
Competitive Employment: During the time period from the date of this Restricted Stock Unit Agreement through the date that is one year after the last day of your employment with the Company, regardless of whether your termination of employment is voluntary or involuntary or the reason therefor, you shall not substantially participate in, supervise, or manage, any activities or services, which are the same as, or
4

substantially similar in function or purpose to, those you performed for the Company during the last twelve (12) months of your employment, or that are likely to result in the unauthorized use or disclosure of Confidential Information or Trade Secrets, for any Competitive Business in the Prohibited Territory. This restriction applies whether Employee is engaged to substantially participate in, supervise, or manage such activities or services as an employee, independent contractor, or consultant under the terms of any agreement, whether verbal, implied, or written.
No Solicitation of Certain Employees: During the time period from the date of this Restricted Stock Unit Agreement through the date that is two years after the last day of your employment with the Company, regardless of whether the termination of your employment is voluntary or involuntary or the reason therefor, you shall not, directly or indirectly, solicit or induce, or assist in any manner in the solicitation or inducement of any employee of the Company who was subject to your direct supervision or about whom you received any Confidential Information, in either event during any part of the last two years of your employment with the Company, to accept any employment, consulting, contracting or other confidential relationship with a Competitive Business. You understand, acknowledge, and agree that such solicitation will disrupt, damage, impair, and interfere with the Company’s business and have a substantial negative impact on the Company’s ability to compete.
No Solicitation of Certain Customers: During the time period from the date of this Restricted Stock Unit Agreement through the date that is two years after the last day of your employment with the Company, regardless of whether the termination of your employment is voluntary or involuntary or the reason therefor, you shall not on behalf of or in connection with any Competitive Business, directly or indirectly, solicit or induce, or assist in any manner in the solicitation or inducement of any customer, distributor or dealer of the Company’s products or services to terminate its relationship with the Company or to purchase or deal in products or services competitive with the Company’s products or services, if you had any material contact with or learned any Confidential Information about the customer, distributor or dealer, in either event through performance of your job duties and responsibilities or through otherwise performing services on behalf of the Company during any part of the last two years of your employment with the Company.
Termination of Employment:

(1) If you cease to be employed by the Company for reasons other than Cause (as defined in the Plan) on or after age fifty-five (55) and if such cessation of employment occurred after the first anniversary of the Grant Date, then, effective immediately prior to the time of cessation of employment, any Restricted Stock Units that were not previously vested will become vested.
(2) Subject to clause (1), if your employment with the Company is terminated for any reason other than death, Disability or Retirement (based solely on clause (ii) of the definition of such term in the Plan, which requires the consent of the Committee), then you will forfeit any Restricted Stock Units that are not vested as of the date your employment is terminated.
(3) Subject to clause (1), if you cease to be employed by the Company by reason of death, Disability or Retirement (based solely on clause (ii) of the definition of such term), then, effective immediately prior to the time of cessation of employment, a portion of the unvested Restricted Stock Units in each Tranche will vest, which portion will be equal to the number of unvested Restricted Stock Units in that Tranche multiplied by a fraction the numerator of which is the number of Months (counting a partial Month as a full Month) from the Grant Date until the date your employment is terminated by reason of death, Disability or Retirement (based solely on clause (ii) of the definition of such term), and the denominator of which is the number of Months from the Grant Date to the anniversary date on which such Tranche would otherwise have become unrestricted if your employment had continued, and you will forfeit the remaining Restricted Stock Units that are not vested. For purposes of this Agreement, a “Month” shall mean the period that begins on the first calendar day after the Grant Date, or the anniversary of the Grant Date that occurs in each calendar month and ends on the anniversary of the Grant Date that occurs in the following calendar month.

Voting Rights and Dividends: You are not entitled to exercise any voting rights with respect to the Shares underlying your Restricted Stock Units. You will be credited with cash amounts equivalent to any dividends and
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other distributions paid with respect to the Shares underlying your Restricted Stock Units, so long as the applicable record date occurs before you forfeit such Restricted Stock Units, and such dividend equivalents will remain subject to the same risk of forfeiture and other terms as, and be paid at the time of settlement of, the Restricted Stock Units with respect to which they were credited. If, however, any dividends or distributions with respect to the Shares underlying your Restricted Stock Units are paid in Shares rather than cash, you will be credited with additional Restricted Stock Units equal to the number of shares that you would have received had your Restricted Stock Units been actual Shares, and such Restricted Stock Units will be subject to the same risk of forfeiture and other terms of this Restricted Stock Unit Agreement as are the Restricted Stock Units with respect to which they were credited. Amounts credited to you in the form of additional Restricted Stock Units will be settled (if vested) at the same time as the Restricted Stock Units with respect to which they were credited.

Settlement: Your Restricted Stock Units will be settled at the following times, to the extent then vested, by delivery to you of Shares on a one-for-one basis, with one Share being delivered for each Restricted Stock Unit:

•The Tranche #1 Restricted Stock Units will be settled as soon as practicable, and by no later than 2 ½ months, following the first anniversary of the Grant Date;

•The Tranche #2 Restricted Stock Units will be settled as soon as practicable, and by no later than 2 ½ months, following the second anniversary of the Grant Date; and

•The Tranche #3 Restricted Stock Units will be settled as soon as practicable, and by no later than 2 ½ months, following the third anniversary of the Grant Date;

provided that all then-vested Restricted Stock Units that have not previously been settled will be settled upon your “separation from service” within the meaning of Code Section 409A; provided further that, if you are a “specified employee” within the meaning of Code Section 409A at the time or your separation from service, then, to the extent required to avoid the income inclusion, interest and additional tax imposed by Code Section 409A, settlement of your Restricted Stock Units on account of such separation from service shall be made on the first date that is six (6) months after the date of the separation from service. Cash will be paid in satisfaction of any fractional Restricted Stock Unit settled pursuant to this paragraph.

Issuance of Share Certificates: In lieu of issuing in your name certificate(s) evidencing your Shares, HDI may cause its transfer agent or other agent to reflect on its records your ownership of such Shares.

Tax Withholding: To the extent that your receipt of Restricted Stock Units, the vesting of Restricted Stock Units, your receipt of payments in respect of Restricted Stock Units or the delivery of Shares to you in respect of Restricted Stock Units results in a withholding obligation to the Company with respect to federal, state or local taxes, the Company has the right and authority to deduct or withhold from any compensation it would pay to you (including payments in respect of Restricted Stock Units) an amount, and/or to treat you as having surrendered vested Restricted Stock Units having a value, sufficient to satisfy its withholding obligations. In its discretion, the Company may require you to deliver to the Company or to such other person as the Company may designate at the time the Company is obligated to withhold taxes that arise from such receipt or vesting, as the case may be, such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations.

When income results from the delivery of Shares to you in respect of Restricted Stock Units, to the extent the Company permits you to do so, you may satisfy the withholding requirement, in whole or in part, by electing to have the Company accept that number of Shares having an aggregate Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that the Company must withhold in connection with the delivery of such Shares. If you would be left with a fractional share after satisfying the withholding obligation, the fair market value of that fractional share will be applied to your general federal tax withholding. If the Company does not allow you to elect to have the Company accept Shares, or if you want to keep all of the Shares that will be delivered, you will have to deliver to the Company or to such other person as the Company may designate funds in an amount sufficient to cover the withholding tax obligation on a date advised by the Company. Where you may elect to deliver funds to satisfy the withholding tax obligation, your election to deliver
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funds must be irrevocable, in writing, and submitted to the Secretary or to such other person as the Company may designate on or before the date that the Company specifies, which will be before the date of delivery of the Shares, and if you fail to deliver such election then you will be deemed to have elected to have the Company accept Shares as described above.

Rejection/Acceptance: You have ninety (90) days following the Grant Date to accept this Award through your equity account. If you have not accepted this Award within ninety (90) days following the Grant Date, the Restricted Stock Units granted herein shall be automatically forfeited. If you choose to accept this Restricted Stock Unit Agreement, then you accept the terms of this Award and acknowledge these tax implications and agree and consent to all amendments to the Plan through the Grant Date as they apply to this Award and any prior awards to you of any kind under such plans.
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Exhibit 31.1
Chief Executive Officer Certification
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, Artie Starrs, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Harley-Davidson, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: August 5, 2026/s/ Artie Starrs
Artie Starrs
President and Chief Executive Officer

Exhibit 31.2
Chief Financial Officer Certification
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
I, Jonathan R. Root, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Harley-Davidson, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors:
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date: August 5, 2026/s/ Jonathan R. Root
Jonathan R. Root
Chief Financial Officer and Chief Commercial Officer

Exhibit 32.1
Written Statement of the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. sec. 1350
Solely for the purpose of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned President and Chief Executive Officer and the Chief Financial Officer and Chief Commercial Officer of Harley-Davidson, Inc. (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: August 5, 2026/s/ Artie Starrs
Artie Starrs
President and Chief Executive Officer
  
/s/ Jonathan R. Root
Jonathan R. Root
Chief Financial Officer and Chief Commercial Officer