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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 September 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 100,992,350 shares of common stock as of October 30, 2026.


HARLEY-DAVIDSON, INC.
Form 10-Q
For The Quarter Ended September 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 endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Revenue:
Motorcycles and related products$971,881 $1,079,522 $3,145,861 $3,213,431 
Financial services110,758 261,188 339,745 763,587 
1,082,639 1,340,710 3,485,606 3,977,018 
Costs and expenses:
Motorcycles and related products cost of goods sold701,453 798,683 2,304,903 2,320,261 
Financial services interest expense32,245 75,883 102,105 258,391 
Financial services provision for credit losses20,324 (301,499)51,120 (198,427)
Selling, administrative and engineering expense291,313 292,885 890,672 849,098 
1,045,335 865,952 3,348,800 3,229,323 
Operating income37,304 474,758 136,806 747,695 
Other income, net 12,598 14,706 37,124 45,456 
Investment income
11,647 12,267 32,182 32,158 
Interest expense3,629 10,182 10,820 25,564 
Income before income taxes57,920 491,549 195,292 799,745 
Income tax provision16,977 116,384 51,245 188,036 
Net income40,943 375,165 144,047 611,709 
Less: Loss attributable to noncontrolling interests1,819 2,201 3,292 6,332 
Net income attributable to Harley-Davidson, Inc.$42,762 $377,366 $147,339 $618,041 
Earnings per share:
Basic$0.41 $3.13 $1.39 $5.07 
Diluted$0.40 $3.10 $1.38 $5.03 
Cash dividends per share$0.1875 $0.18 $0.5625 $0.54 
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 endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Net income$40,943 $375,165 $144,047 $611,709 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments(1,913)(1,642)(41,317)52,019 
Derivative financial instruments(2,336)(6,163)20,321 (23,987)
Unrealized (loss) gain on available for sale securities(23)718 (576)718 
Pension and postretirement benefit plans(82)(776)(247)(2,329)
(4,354)(7,863)(21,819)26,421 
Comprehensive income36,589 367,302 122,228 638,130 
Less: Comprehensive loss attributable to noncontrolling interests1,819 2,201 3,706 6,332 
Comprehensive income attributable to Harley-Davidson, Inc.$38,408 $369,503 $125,934 $644,462 
The accompanying notes are integral to the consolidated financial statements.


4
Table of Contents
HARLEY-DAVIDSON, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)(Unaudited)
September 30,
2026		December 31,
2025		September 30,
2025
ASSETS
Cash and cash equivalents$2,076,378 $3,091,744 $1,775,038 
Accounts receivable, net276,390 225,760 305,010 
Finance receivables held for sale, net
417,696 264,238 4,080,885 
Finance receivables held for investment, net of allowance (recovery) of $6,011, $5,591, and $(15,952)
1,057,228 981,926 1,221,348 
Inventories, net458,745 730,898 512,186 
Restricted cash14,610 — 51,530 
Other current assets232,202 292,383 297,444 
Current assets4,533,249 5,586,949 8,243,441 
Finance receivables held for investment, net of allowance (recovery) of $47,877, $(7,826), and $3,051
1,142,858 719,060 662,201 
Property, plant and equipment, net663,252 750,224 719,103 
Pension and postretirement assets580,061 546,303 481,427 
Goodwill64,377 63,913 63,850 
Deferred income taxes73,362 73,792 90,837 
Lease assets78,026 82,542 67,290 
Other long-term assets161,723 222,032 238,235 
$7,296,908 $8,044,815 $10,566,384 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable$411,070 $389,237 $342,787 
Accrued liabilities620,400 671,957 628,624 
Short-term deposits, net255,439 280,095 292,667 
Short-term debt470,420 497,776 684,741 
Current portion of long-term debt, net543,740 819,629 1,329,244 
Current liabilities2,301,069 2,658,694 3,278,063 
Long-term deposits, net281,974 256,549 261,801 
Long-term debt, net1,325,275 1,649,612 3,147,836 
Lease liabilities63,570 69,425 52,487 
Pension and postretirement liabilities50,064 53,135 51,141 
Deferred income taxes6,606 5,506 17,655 
Other long-term liabilities219,588 195,044 196,022 
Commitments and contingencies (Note 14)
Shareholders’ equity:
Common stock1,736 1,726 1,726 
Additional paid-in-capital1,871,402 1,790,175 1,814,691 
Retained earnings3,804,365 3,717,408 4,016,811 
Accumulated other comprehensive loss(278,542)(257,137)(306,285)
Treasury stock, at cost(2,366,374)(2,111,504)(1,954,543)
Total Harley-Davidson, Inc. shareholders' equity3,032,587 3,140,668 3,572,400 
Noncontrolling interest16,175 16,182 (11,021)
Total equity3,048,762 3,156,850 3,561,379 
$7,296,908 $8,044,815 $10,566,384 
5
Table of Contents
HARLEY-DAVIDSON, INC.
CONSOLIDATED BALANCE SHEETS (continued)
(In thousands)
(Unaudited)(Unaudited)
September 30,
2026		December 31,
2025		September 30,
2025
Balances held by consolidated variable interest entities (Note 10):
Finance receivables held for sale, net - current$— $— $785,461 
Finance receivables held for investment, net -current$37,888 $— $— 
Other assets$551 $— $3,408 
Finance receivables held for investment, net - non-current
$219,328 $— $— 
Restricted cash - current and non-current$16,985 $— $47,739 
Current portion of long-term debt, net $45,053 $— $462,137 
Long-term debt, net$197,522 $— $— 
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)
Nine months ended
September 30,
2026		September 30,
2025
Net cash provided by operating activities (Note 6)$275,934 $416,903 
Cash flows from investing activities:
Capital expenditures(64,422)(102,090)
Origination of finance receivables held for investment
(1,298,341)(2,287,369)
Collections from finance receivables held for investment
861,678 2,459,406 
Proceeds from sale of securitization beneficial interests, net— 125,369 
Collection of retained securitization beneficial interests32,115 9,353 
Proceeds from derivative instruments
51,574 — 
Other investing activities(52)808 
Net cash (used) provided by investing activities(417,448)205,477 
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 term loan— 448,013 
Repayments of senior unsecured notes— (450,000)
Proceeds from securitization debt— 497,790 
Repayments of securitization debt— (718,034)
Borrowings of asset-backed commercial paper260,250 155,000 
Repayments of asset-backed commercial paper(17,675)(217,554)
Net (decrease) increase in unsecured commercial paper(26,744)44,938 
Net increase in deposits196 3,312 
Dividends paid(60,382)(66,288)
Repurchase of common stock(191,169)(193,209)
Other financing activities96 1,269 
Net cash used by financing activities(846,378)(547,675)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(10,489)11,009 
Net (decrease) increase in cash, cash equivalents and restricted cash
$(998,381)$85,714 
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(998,381)85,714 
Cash, cash equivalents and restricted cash, end of period$2,093,363 $1,826,568 
Reconciliation of cash, cash equivalents and restricted cash on the Consolidated balance sheets to the Consolidated statements of cash flows:
Cash and cash equivalents$2,076,378 $1,775,038 
Restricted cash 14,610 51,530 
Restricted cash included in Other long-term assets2,375 — 
Cash, cash equivalents and restricted cash per the Consolidated statements of cash flows$2,093,363 $1,826,568 
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 
Net income (loss)
— — — 42,762 — — 42,762 (1,819)$40,943 
Other comprehensive loss, net of tax (Note 15)
— — — — (4,354)— (4,354)— $(4,354)
Dividends ($0.1875 per share)
— — — (19,172)— — (19,172)— $(19,172)
Repurchase of common stock— — — — — (91,677)(91,677)— $(91,677)
Share-based compensation and other
23,250 — 5,159 — — 659 5,818 1,185 $7,003 
Balance, September 30, 2026173,558,708 $1,736 $1,871,402 $3,804,365 $(278,542)$(2,366,374)$3,032,587 $16,175 $3,048,762 
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Table of Contents
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 income, 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 
Net income (loss)
— — — 377,366 — — 377,366 (2,201)$375,165 
Other comprehensive loss, net of tax (Note 15)
— — — — (7,863)— (7,863)— $(7,863)
Dividends ($0.1800 per share)
— — — (21,530)— — (21,530)— $(21,530)
Repurchase of common stock— — — — — (101,057)(101,057)— $(101,057)
Share-based compensation and other
8,355 — 8,351 — — 208 8,559 172 $8,731 
Balance, September 30, 2025172,573,523 $1,726 $1,814,691 $4,016,811 $(306,285)$(1,954,543)$3,572,400 $(11,021)$3,561,379 
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 $0.4 million and $(8.9) million for the three month periods ended September 30, 2026 and September 30, 2025, respectively, and $1.2 million and $11.6 million for the nine month periods ended September 30, 2026 and September 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 September 30, 2026 and September 30, 2025, the Consolidated statements of operations for the three and nine month periods then ended, the Consolidated statements of comprehensive income for the three and nine month periods then ended, the Consolidated statements of cash flows for the nine month periods then ended, and the Consolidated statements of shareholders' equity for the three month periods within the nine month periods ended September 30, 2026 and September 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
11
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.
12
Disaggregated revenue by major source was as follows (in thousands):
Three months endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
HDMC:
Motorcycles$733,571 $821,864 $2,417,921 $2,463,793 
Parts and accessories152,941 167,252 472,134 497,558 
Apparel55,201 56,052 168,582 168,614 
Licensing4,605 5,547 16,950 14,549 
Other17,699 23,244 48,180 54,599 
964,017 1,073,959 3,123,767 3,199,113 
LiveWire7,864 5,563 22,094 14,318 
Motorcycles and related products revenue971,881 1,079,522 3,145,861 3,213,431 
HDFS:
Interest income66,558 198,239 177,143 622,696 
Other44,200 62,949 162,602 140,891 
Financial services revenue110,758 261,188 339,745 763,587 
$1,082,639 $1,340,710 $3,485,606 $3,977,018 
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):
September 30,
2026		September 30,
2025
Balance, beginning of period$95,807 $56,753 
Balance, end of period$120,657 $93,221 
Previously recorded contract liabilities recognized as revenue in the three months ended September 30, 2026 and September 30, 2025 were $10.7 million and $8.3 million, respectively, and $33.9 million and $26.1 million in the nine months ended September 30, 2026 and September 30, 2025, respectively. The Company expects to recognize approximately $47.4 million of the remaining unearned revenue over the next 12 months and $73.3 million thereafter.
4. Income Taxes
The Company’s effective income tax rate for the nine months ended September 30, 2026 was 26.2% compared to 23.5% for the nine months ended September 30, 2025. The increase in the effective income tax rate was attributable to discrete items recorded in the first nine months of 2026 and 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.
13
5. Earnings Per Share
The computation of basic and diluted earnings per share was as follows (in thousands, except per share amounts):
Three months endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Net income attributable to Harley-Davidson, Inc.$42,762 $377,366 $147,339 $618,041 
Adjustment(a)
360 — — — 
Net income attributable to Harley-Davidson, Inc. - dilutive
43,122 377,366 147,339 618,041 
Basic weighted-average shares outstanding103,360 120,614 106,134 122,015 
Effect of dilutive securities
3,228 1,062 917 840 
Diluted weighted-average shares outstanding106,588 121,676 107,051 122,855 
Net earnings per share:
Basic$0.41 $3.13 $1.39 $5.07 
Diluted$0.40 $3.10 $1.38 $5.03 
(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 September 30, 2026 and anti-dilutive during the nine months ended September 30, 2026. The securities related to the HDFS non-controlling interests had not been issued in the three months or nine months ended September 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 0.6 million and 0.5 million shares for the three months ended September 30, 2026 and September 30, 2025, respectively, and 3.9 million and 1.6 million shares for the nine months ended September 30, 2026 and September 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):
September 30,
2026		December 31,
2025		September 30,
2025
Mutual funds$26,781 $31,513 $32,493 
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.
14
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):
September 30,
2026		December 31,
2025		September 30,
2025
Raw materials and work in process$282,968 $338,744 $294,480 
Motorcycle finished goods221,156 434,044 255,339 
Parts and accessories and apparel102,095 97,674 98,431 
Inventory at lower of FIFO cost or net realizable value606,219 870,462 648,250 
Excess of FIFO over LIFO cost(147,474)(139,564)(136,064)
$458,745 $730,898 $512,186 
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 $537.4 million, $536.6 million, and $554.5 million, net of fees, of interest-bearing brokered certificates of deposit outstanding as of September 30, 2026, December 31, 2025, and September 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 September 30, 2026 were as follows (in thousands):
202615,347 
2027247,407 
202887,040 
202986,729 
203019,790 
Thereafter82,571 
Future maturities538,884 
Unamortized fees(1,471)
$537,413 
15
Operating Cash Flow – The reconciliation of Net income to Net cash (used) provided by operating activities was as follows (in thousands):
Nine months ended
September 30,
2026		September 30,
2025
Cash flows from operating activities:
Net income$144,047 $611,709 
Adjustments to reconcile Net income to Net cash provided by operating activities:
Depreciation and amortization125,480 126,339 
Amortization of deferred loan origination costs8,324 43,871 
Amortization of financing origination fees3,676 9,773 
Income related to long-term employee benefits
(32,112)(41,287)
Employee benefit plan contributions and payments(5,039)(5,091)
Stock compensation expense25,459 25,838 
Net change in wholesale finance receivables related to sales603 (183,006)
Provision for credit losses51,120 (198,427)
Originations of finance receivables held for sale(1,727,770)(414,009)
Collections from finance receivables held for sale
128,186 16,916 
Proceeds from sales of loans held for sale1,307,502 — 
Gain on sale of securitization beneficial interests(856)(26,958)
Deferred income taxes(5,770)92,122 
Other, net44,976 19,360 
Changes in current assets and liabilities:
Accounts receivable, net(55,675)(46,415)
Finance receivables – accrued interest and other
(7,877)11,279 
Inventories, net263,392 262,287 
Accounts payable and accrued liabilities3,647 75,039 
Other current assets4,621 37,563 
131,887 (194,806)
Net cash provided by operating activities$275,934 $416,903 
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 loans and 2.5% per annum for subprime loans. When finance receivables are reclassified to held for sale from held for
16
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 fair value 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):
September 30,
2026		December 31,
2025		September 30,
2025
Retail finance receivables held for investment
$1,300,633 $754,421 $704,294 
Wholesale finance receivables held for investment
953,341 948,800 1,166,354 
2,253,974 1,703,221 1,870,648 
Allowance for credit losses(53,888)(2,235)12,901 
Finance receivables held for investment, net
2,200,086 1,700,986 1,883,549 
Finance receivables held for sale, net
417,696 264,238 4,080,885 
Total finance receivables, net
$2,617,782 $1,965,224 $5,964,434 
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 and September 30, 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.
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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 third 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 September 30, 2026Nine months ended September 30, 2026
RetailWholesaleTotalRetailWholesaleTotal
Balance, beginning of period$17,835 $20,325 $38,160 $(22,342)$24,577 $2,235 
Provision for credit losses20,609 (285)20,324 53,597 (2,477)51,120 
Charge-offs(10,095)149 (9,946)(20,495)(2,036)(22,531)
Recoveries5,350 — 5,350 22,939 125 23,064 
Balance, end of period$33,699 $20,189 $53,888 $33,699 $20,189 $53,888 
Three months ended September 30, 2025Nine months ended September 30, 2025
RetailWholesaleTotalRetailWholesaleTotal
Balance, beginning of period$374,828 $24,465 $399,293 $378,373 $22,810 $401,183 
Provision for credit losses(307,162)5,663 (301,499)(206,386)7,959 (198,427)
Charge-offs(44,555)(4,701)(49,256)(183,395)(5,342)(188,737)
Recoveries14,108 — 14,108 48,627 — 48,627 
Sale of Residual Interest in Securitizations
(75,547)— (75,547)(75,547)— (75,547)
Balance, end of period$(38,328)$25,427 $(12,901)$(38,328)$25,427 $(12,901)
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.
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The amortized cost of the Company's U.S. and Canadian retail finance receivables held for investment by vintage and credit quality indicator, along with total gross retail charge-offs by vintage, were as follows (in thousands):
September 30, 2026
20262025202420232022
2021 & Prior
Total
U.S. Retail:
Super prime$280,291 $135,038 $71,349 $33,423 $10,672 $21,365 $552,138 
Prime290,192 137,655 67,801 36,599 18,191 22,124 572,562 
Sub-prime143,284 16,978 824 716 639 1,272 163,713 
713,767 289,671 139,974 70,738 29,502 44,761 1,288,413 
Canadian Retail:
Super prime7,853 738 3 3 2 6 8,605 
Prime2,838 314 5 5 4 7 3,173 
Sub-prime371 62 5 2 1 1 442 
11,062 1,114 13 10 7 14 12,220 
$724,829 $290,785 $139,987 $70,748 $29,509 $44,775 $1,300,633 
Gross charge-offs for the nine months ended September 30, 2026:
U.S. Retail
$4,804 $9,055 $2,802 $1,375 $741 $715 $19,492 
Canadian Retail480 523 — — — — 1,003 
$5,284 $9,578 $2,802 $1,375 $741 $715 $20,495 
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 
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September 30, 2025
20252024202320222021
2020 & Prior
Total
U.S. Retail:
Super prime$144,780 $120,456 $61,502 $19,838 $12,198 $2,011 $360,785 
Prime125,804 104,939 60,992 29,368 13,633 2,767 337,503 
Sub-prime1,601 886 830 808 710 1,171 6,006 
$272,185 $226,281 $123,324 $50,014 $26,541 $5,949 $704,294 
Gross charge-offs for the nine months ended September 30, 2025:
U.S. Retail
$2,771 $47,626 $53,155 $41,175 $21,364 $13,560 $179,651 
Canadian Retail126 996 991 821 383 427 3,744 
$2,897 $48,622 $54,146 $41,996 $21,747 $13,987 $183,395 
All Canadian retail finance receivables were classified as held-for-sale as of September 30, 2025. As a result, there are no Canadian retail finance receivables held for investment in the table above at September 30, 2025.
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 for the nine months ended September 30, 2026, leading to the negative credit loss value shown below.
Principal Balance
Credit Losses
Total
30+ Day Delinquent
Three months ended
Nine months ended
September 30, 2026September 30, 2026September 30, 2026
Owned portfolio
$1,661,339 $41,754 $4,766 $(2,491)
Off-balance sheet portfolio
4,446,177 224,182 44,024 142,991 
Managed portfolio
$6,107,516 $265,936 $48,790 $140,500 
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 
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Principal Balance
Credit Losses
Total
30+ Day Delinquent
Three months ended
Nine months ended
September 30, 2025September 30, 2025September 30, 2025
Owned portfolio
$4,629,196 $242,408 $30,341 $135,056 
Off-balance sheet portfolio
1,742,841 32,972 1,717 1,717 
Managed portfolio
$6,372,037 $275,380 $32,058 $136,773 
The Company's credit risk on the wholesale portfolio is different from that of the retail portfolio. Whereas the retail portfolio represents a relatively homogeneous pool of retail finance receivables that exhibit more consistent loss patterns, the wholesale portfolio exposures are less consistent. The Company utilizes an internal credit risk rating system to manage credit risk exposure consistently across wholesale borrowers and individually evaluates credit risk factors for each borrower. The Company uses the following internal credit quality indicators, based on an internal risk rating system, listed from highest level of risk to lowest level of risk for the wholesale portfolio: Doubtful, Substandard, Special Mention, Medium Risk and Low Risk. Based upon the Company’s review, the dealers classified in the Doubtful category are the dealers with the greatest likelihood of being charged-off, while the dealers classified as Low Risk are least likely to be charged-off. Additionally, the Company classifies dealers identified as those in which foreclosure is probable as Non-Performing. The internal rating system considers factors such as the specific borrower's ability to repay and the estimated value of any collateral. Dealer risk rating classifications are reviewed and updated by the Company on a quarterly basis.
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The amortized cost of the Company's wholesale finance receivables, by vintage and credit quality indicator, along with total gross wholesale charge-offs by vintage, were as follows (in thousands):
September 30, 2026
20262025202420232022
2021 & Prior
Total
Non-Performing$— $— $— $— $— $— $— 
Doubtful7,675 2,400 3,176 476 19 — 13,746 
Substandard6,380 238 122 21 — — 6,761 
Special Mention17,688 2,728 485 32 — — 20,933 
Medium Risk— — — — — — — 
Low Risk803,735 85,924 15,703 4,197 2,342 — 911,901 
$835,478 $91,290 $19,486 $4,726 $2,361 $— $953,341 
Gross charge-offs for the nine months ended September 30, 2026:
        Wholesale$98 $1,490 $419 $29 $— $— $2,036 
December 31, 2025
202520242023202220212020 & PriorTotal
Non-Performing$— $— $— $— $— $— $— 
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 
September 30, 2025
202520242023202220212020 & PriorTotal
Non-Performing$933 $1,090 $282 $— $— $— $2,305 
Doubtful15,333 7,473 1,070 20 — — 23,896 
Substandard1,831 1,796 — — — — 3,627 
Special Mention16,109 4,171 175 — 59 — 20,514 
Medium Risk36,215 4,268 752 — — — 41,235 
Low Risk921,295 103,843 13,101 34,350 1,176 1,012 1,074,777 
$991,716 $122,641 $15,380 $34,370 $1,235 $1,012 $1,166,354 
Gross charge-offs for the nine months ended September 30, 2025:
Wholesale$2,401 $506 $134 $— $— $2,301 $5,342 
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 $0.8 million and $7.1 million of accrued interest against Financial services interest income during the three months ended September 30, 2026 and September 30, 2025, respectively, and $1.7 million and $24.7 million during the nine months ended September 30, 2026 and September 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 September 30, 2026, December 31, 2025, and September 30, 2025, all retail finance receivables were accounted for as interest-earning receivables.
22
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. There were no charged-off accounts for the three months ended September 30, 2026, and as such, the Company did not reverse any wholesale accrued interest during that period. The Company reversed $1.8 million of accrued interest related to the charge-off of Non-Performing dealer loans during the three months ended September 30, 2025. The Company reversed $0.3 million and $1.9 million of accrued interest related to the charge-off of Non-Performing dealer loans during the nine months ended September 30, 2026 and September 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
September 30, 2026Recognized
Wholesale:
No related specific allowance recorded
$3,715 $1,035 $33 
Related specific allowance recorded
— — 14 
$3,715 $1,035 $47 
Amortized CostAmortized CostInterest Income
January 1, 2025
September 30, 2025Recognized
Wholesale:
No related specific allowance recorded
$7,510 $184 $986 
Related specific allowance recorded
3,753 2,121 56 
$11,263 $2,305 $1,042 
The aging analysis of the Company's finance receivables held for investment was as follows (in thousands):
September 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$1,253,757 $22,936 $11,757 $12,183 $— $46,876 $1,300,633 
Wholesale945,399 1,146 2,810 3,376 610 7,942 953,341 
$2,199,156 $24,082 $14,567 $15,559 $610 $54,818 $2,253,974 
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 
September 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$693,233 $6,774 $1,292 $2,995 $— $11,061 $704,294 
Wholesale1,160,152 3,041 563 1,932 666 6,202 1,166,354 
$1,853,385 $9,815 $1,855 $4,927 $666 $17,263 $1,870,648 
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
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difficulty. Total finance receivables related to borrowers experiencing financial difficulty were not significant as of September 30, 2026, December 31, 2025, and September 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 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.
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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
September 30, 2026December 31, 2025September 30, 2025
Notional
Value
Assets(a)
LiabilitiesNotional
Value
Assets(a)
LiabilitiesNotional
Value
Assets(a)
Liabilities
Foreign currency contracts$398,475 $9,063 $573 $448,287 $2,096 $6,299 $362,988 $1,501 $7,359 
Commodity contracts842 — 105 879 — 89 940 — 81 
Cross-currency swaps657,214 30,323 — 657,214 46,889 — 1,416,994 115,232 — 
$1,056,531 $39,386 $678 $1,106,380 $48,985 $6,388 $1,780,922 $116,733 $7,440 
Derivative Financial Instruments
Not Designated as Hedging Instruments
September 30, 2026December 31, 2025September 30, 2025
Notional
Value
Assets
LiabilitiesNotional
Value
Assets(b)
LiabilitiesNotional
Value
Assets
Liabilities
Commodity contracts$4,423 $1,096 $— $3,632 $— $106 $3,247 $15 $7 
Cross-currency swaps
— — — 759,780 59,450 — — — — 
$4,423 $1,096 $— $763,412 $59,450 $106 $3,247 $15 $7 
(a)Includes $30.3 million, $46.9 million, and $52.3 million of cross-currency swaps recorded in Other long-term assets as of September 30, 2026, December 31, 2025, and September 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):
Gain/(Loss)
Recognized in OCI		Gain/(Loss)
Reclassified from AOCL into Income
Three months endedNine months endedThree months endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Foreign currency contracts$1,038 $4,410 $13,199 $(26,136)$1,455 $(6,293)$(1,668)$2,855 
Commodity contracts(95)(112)(16)(121)(51)(39)(1)19 
Cross-currency swaps(8,842)(16,877)(16,566)149,941 (6,097)2,227 (28,087)153,216 
Treasury rate lock contracts— — — — (110)(181)(329)(603)
Swap rate lock contracts— — — — — (149)(141)(443)
$(7,899)$(12,579)$(3,383)$123,684 $(4,803)$(4,435)$(30,226)$155,044 

25
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 September 30, 2026
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded
$701,453 $291,313 $3,629 $32,245 
Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts1,455 — — — 
Commodity contracts(51)— — — 
Cross-currency swaps— (6,097)— — 
Treasury rate lock contracts— — (47)(63)
Swap rate lock contracts— — — — 
Three months ended September 30, 2025
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded
$798,683 $292,885 $10,182 $75,883 
Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts(6,293)— — — 
Commodity contracts(39)— — — 
Cross-currency swaps— 2,227 — — 
Treasury rate lock contracts— — (61)(120)
Swap rate lock contracts— — — (149)
Nine months ended September 30, 2026
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded
$2,304,903 $890,672 $10,820 $102,105 
Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts(1,668)— — — 
Commodity contracts(1)— — — 
Cross-currency swaps— (28,087)— — 
Treasury rate lock contracts— — (140)(189)
Swap rate lock contracts— — — (141)
Nine months ended September 30, 2025
Line item on the Consolidated statements of operations in which the effects of cash flow hedges are recorded
$2,320,261 $849,098 $25,564 $258,391 
Gain/(loss) reclassified from AOCL into income:
Foreign currency contracts2,855 — — — 
Commodity contracts19 — — — 
Cross-currency swaps— 153,216 — — 
Treasury rate lock contracts— — (243)(360)
Swap rate lock contracts— — — (443)
The amount of net gain included in Accumulated other comprehensive loss (AOCL) at September 30, 2026, estimated to be reclassified into income over the next 12 months was $19.2 million.
26
The amount of gains and losses recognized in income related to derivative financial instruments not designated as hedging instruments were as follows (in thousands). Gains and losses on foreign currency contracts and commodity contracts were recorded in Motorcycles and related products cost of goods sold. Gains and losses on cross-currency swaps and interest rate caps were recorded in Selling, administrative & engineering expense on the Consolidated statements of operations.
Amount of Gain/(Loss)
Recognized in Income
Three months endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Foreign currency contracts$(535)$387 $(6,309)$5,753 
Commodity contracts1,081 75 2,307 (46)
Cross-currency swaps
— — 4,101 — 
Interest rate caps— — — (2)
$546 $462 $99 $5,705 
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):
September 30,
2026		December 31,
2025		September 30,
2025
Unsecured commercial paper$470,420 $497,776 $684,741 
Debt with a contractual term greater than 12 months is generally classified as long-term and consisted of the following (in thousands): 
September 30,
2026		December 31,
2025		September 30,
2025
Secured debt:
Asset-backed Canadian commercial paper conduit facility$— $— $49,642 
Asset-backed U.S. commercial paper conduit facility242,575 — 399,502 
Asset-backed securitization debt— — 63,107 
Unamortized discounts and debt issuance costs— — (472)
242,575 — 511,779 
27
September 30,
2026		December 31,
2025		September 30,
2025
Unsecured notes (at par value):
Medium-term notes:
Due in 2026, issued April 2023(a)
6.36 %— 821,814 821,583 
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 %692,173 716,152 715,951 
Unamortized discounts and debt issuance costs(8,010)(10,906)(17,741)
1,329,066 2,171,963 3,219,793 
Term loan:
Due in 2027, issued July 2025— — 450,000 
Unamortized debt issuance costs
— — (1,739)
— — 448,261 
Senior notes:
Due in 2045, issued July 20154.625 %300,000 300,000 300,000 
Unamortized discounts and debt issuance costs(2,626)(2,722)(2,753)
297,374 297,278 297,247 
1,626,440 2,469,241 3,965,301 
Long-term debt1,869,015 2,469,241 4,477,080 
Current portion of long-term debt, net(543,740)(819,629)(1,329,244)
Long-term debt, net$1,325,275 $1,649,612 $3,147,836 

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

Future principal payments of the Company's debt obligations as of September 30, 2026 were as follows (in thousands):
2026$478,795 
2027536,499 
202841,822 
2029192,824 
2030750,043 
Thereafter350,088 
Future principal payments2,350,071 
Unamortized discounts and debt issuance costs(10,636)
$2,339,435 

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-
28
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.
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 assets and liabilities related to the on-balance sheet asset-backed financings included in the Consolidated balance sheet at September 30, 2026 were as follows (in thousands):
September 30, 2026
Finance receivablesAllowance for credit lossesRestricted cashOther assetsTotal assetsAsset-backed debt, net
On-balance sheet assets and liabilities:
Consolidated VIEs:
Asset-backed securitizations$— $— $— $— $— $— 
Asset-backed U.S. commercial paper conduit facility276,231 (19,015)16,985 551 274,752242,575 
Unconsolidated VIEs:
Asset-backed Canadian commercial paper conduit facility— — — — — — 
$276,231 $(19,015)$16,985 $551 $274,752 $242,575 
The Company had no assets or liabilities related to on-balance sheet asset-backed financings included in the Consolidated balance sheet at December 31, 2025. The assets and liabilities related to the on-balance sheet asset-backed financings included in the Consolidated balance sheet at September 30, 2025 were as follows (in thousands):
September 30, 2025
Finance receivablesAllowance for credit lossesRestricted cashOther assetsTotal assetsAsset-backed debt, net
On-balance sheet assets and liabilities:
Consolidated VIEs:
Asset-backed securitizations$334,759 $— $18,655 $1,491 $354,905 $62,635 
Asset-backed U.S. commercial paper conduit facility450,702 — 29,084 1,917 481,703 399,502 
Unconsolidated VIEs:
Asset-backed Canadian commercial paper conduit facility58,045 — 3,791 143 61,979 49,642 
$843,506 $— $51,530 $3,551 $898,587 $511,779 

29
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.
There were no transfers of U.S. retail motorcycle finance receivables to on-balance sheet asset-backed securitization VIEs during the first nine months of 2026. Quarterly transfers of U.S. retail motorcycle finance receivables to on-balance sheet asset-backed securitization VIEs, 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
Third quarter— — — 
$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. The expected remaining term of the related receivables held by the SPE is approximately 6 years. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of September 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.
30
Quarterly transfers of U.S. retail motorcycle finance receivables to the U.S. Conduit and the respective proceeds were as follows (in millions):
20262025
TransfersProceedsTransfersProceeds
First quarter$— $— $179.5 $155.0 
Second quarter— — — — 
Third quarter304.3 260.2 — — 
$304.3 $260.2 $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 terminated or extended by mutual agreement between the Company and the lenders, as of September 30, 2026, the Canadian Conduit had an expiration date 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 nine months of 2026 or 2025. The Company did not have any loss exposure associated with the Canadian Conduit at September 30, 2026 and December 31, 2025, as there were no outstanding balances within the Canadian Conduit as of those dates. The maximum exposure to loss associated with this VIE, which would only be incurred in the unlikely event that all the finance receivables and underlying collateral have no residual value, was $12.3 million at September 30, 2025.
Off-Balance Sheet Asset-Backed Financing - During the third quarter of 2025, HDFS completed the sale of certain securitization beneficial interests to the 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 September 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
31
(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 $46.6 million, $78.3 million, and $92.3 million at September 30, 2026, December 31, 2025, and September 30, 2025, respectively.
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 $3.1 million and $11.2 million from contractually-specified servicing, late, and ancillary fees during the three and nine months ended September 30, 2026, respectively. The Company recorded $3.7 million from contractually-specified servicing, late, and ancillary fees during the three and nine months ended September 30, 2025.
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):
September 30, 2026
BalanceLevel 1Level 2Level 3
Assets:
Cash equivalents$1,731,587 $1,656,800 $74,787 $— 
Marketable securities26,781 26,781 — — 
Derivative financial instruments40,482 — 40,482 — 
Investments in Retained Notes39,001 — 39,001 — 
Investments in Residual Interests7,563 — — 7,563 
$1,845,414 $1,683,581 $154,270 $7,563 
Liabilities:
Derivative financial instruments$678 $— $678 $— 
LiveWire warrants1,108 725 383 — 
$1,786 $725 $1,061 $— 
32
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 $— 
September 30, 2025
Balance Level 1Level 2Level 3
Assets:
Cash equivalents$1,474,496 $1,244,794 $229,702 $— 
Marketable securities32,493 32,493 — — 
Derivative financial instruments116,748 — 116,748 — 
Investments in Retained Notes80,204 — 80,204 — 
Investments in Residual Interests12,086 — — 12,086 
$1,716,027 $1,277,287 $426,654 $12,086 
Liabilities:
Derivative financial instruments$7,447 $— $7,447 $— 
LiveWire warrants2,204 1,442 762 — 
$9,651 $1,442 $8,209 $— 

The following table presents the reconciliation for all Level 3 assets measured at fair value on a recurring basis (in thousands):
Investments in Residual Interests
Fair value at December 31, 2025
$10,156 
Investment Proceeds(2,419)
Realized gain reclassified from Other Comprehensive Loss to earnings41
Unrealized loss included in Other Comprehensive Loss
(215)
Fair value at September 30, 2026
$7,563 
33
Investments in Residual Interests
Fair value at December 31, 2024$— 
Investment Proceeds12,348
Realized loss reclassified from Other Comprehensive Loss to earnings(808)
Unrealized gain included in Other Comprehensive Loss546
Fair value at September 30, 2025$12,086 
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:
September 30,
2026		December 31,
2025		September 30,
2025
Recovery rate on defaulted receivables
50.00%50.00%50.00%
Prepayment speed
1.40%1.40%1.40%
Expected cumulative lifetime losses
2.05% - 3.15%
2.01% - 3.21%
1.53% - 2.82%
Weighted-average life (in years)
0.97 - 2.24
0.96 - 2.46
0.77 - 2.53
Residual cash flows discount rate
15.00%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:
September 30,
2026		December 31,
2025		September 30,
2025
Recovery rate on defaulted receivables
50.00%50.00%50.00%
Prepayment speed
1.40%1.40%1.40%
Expected cumulative lifetime losses
2.84%2.47%2.39%
Weighted-average life (in years)
1.731.871.90
Residual cash flows discount rate
15.00%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 September 30, 2026, December 31, 2025, and September 30, 2025 were as follows (dollars in thousands):

34
September 30, 2026December 31, 2025September 30, 2025
Fair value of Residual Interests
$7,563 $10,156 $12,086 
Prepayment speed
Impact on fair value of a 1.5% absolute prepayment speed adverse change
$(52)$(94)$(114)
Impact on fair value of a 1.6% absolute prepayment speed adverse change
$(100)$(186)$(216)
Expected cumulative lifetime losses
Impact on fair value of a 25 bps adverse change
$(111)$(183)$(221)
Impact on fair value of a 50 bps adverse change
$(222)$(365)$(436)
Residual cash flows discount rate
Impact on fair value of a 25 bps adverse change
$(30)$(44)$(53)
Impact on fair value of a 50 bps adverse change
$(61)$(88)$(105)
The sensitivities of the fair value to immediate adverse changes in the key assumptions for the investment in Retained Notes at September 30, 2026, December 31, 2025, and September 30, 2025 were as follows (dollars in thousands):
September 30, 2026December 31, 2025September 30, 2025
Fair value of Retained Notes
$39,001 $68,130 $80,204 
Weighted-average life (in years)
1.36
1.86
1.98
Discount rate
Impact on fair value of a 50 bps adverse change
$(139)$(300)$(401)
Impact on fair value of a 100 bps adverse change
$(281)$(613)$(745)
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):
September 30, 2026
Amortized Cost
Unrealized Losses
Fair Value
Residual Interests
$7,670 $(107)$7,563 
Retained Notes
39,294 (293)39,001 
Total Beneficial Interests
$46,964 $(400)$46,564 
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 
35
September 30, 2025
Amortized Cost
Unrealized Gains
Fair Value
Residual Interests
$11,540 $546 $12,086 
Retained Notes
80,032 172 80,204 
Total Beneficial Interests
$91,572 $718 $92,290 
The table below provides information regarding certain cash flows received from and paid to all motorcycle loan off-balance sheet securitized trusts during the nine months ended September 30, 2026 (in thousands):
Servicing, late, and ancillary fees received
$11,199 
Collection of retained securitization beneficial interests
$32,115 
Nonrecurring Fair Value Measurements – Repossessed inventory was $5.5 million, $4.2 million and $38.0 million as of September 30, 2026, December 31, 2025 and September 30, 2025, respectively. The fair value adjustment to the repossessed inventory was a decrease of $1.9 million and an increase of $2.5 million as of September 30, 2026 and December 31, 2025, respectively. There was not a fair value adjustment as of September 30, 2025 as the associated repossessed inventory was considered held for sale. 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):
September 30, 2026December 31, 2025September 30, 2025
Fair ValueCarrying ValueFair ValueCarrying ValueFair ValueCarrying Value
Assets:
Finance receivables held for sale, net$417,412 $417,696 $268,111 $264,238 $4,090,641 $4,080,885 
Finance receivables held for investment, net (a)
$2,194,736 $2,173,206 $1,665,453 $1,653,372 $1,841,091 $1,824,360 
Liabilities:
Deposits, net$543,023 $537,413 $537,136 $536,644 $555,311 $554,468 
Debt:
Unsecured commercial paper$470,420 $470,420 $497,776 $497,776 $684,741 $684,741 
Asset-backed U.S. commercial paper conduit facility$242,575 $242,575 $— $— $399,502 $399,502 
Asset-backed Canadian commercial paper conduit facility$— $— $— $— $49,642 $49,642 
Asset-backed securitization debt$— $— $— $— $63,107 $62,635 
Medium-term notes$1,313,432 $1,329,066 $2,195,390 $2,171,963 $3,308,179 $3,219,793 
Term loans
$— $— $— $— $448,261 $448,261 
Senior notes$198,090 $297,374 $241,057 $297,278 $241,899 $297,247 
(a)Excludes the $26.9 million, $47.6 million, and $59.1 million estimated recovery balances included in the allowance for credit losses as of September 30, 2026, December 31, 2025, and September 30, 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).
36
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.
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 term loan, 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 endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Balance, beginning of period$82,498 $73,949 $73,125 $71,591 
Warranties issued during the period13,397 12,390 37,917 36,445 
Settlements made during the period(19,365)(15,972)(53,079)(43,382)
Recalls and changes to pre-existing warranty liabilities1,071 8,526 19,638 14,239 
Balance, end of period$77,601 $78,893 $77,601 $78,893 
The liability for recall campaigns, included in the balance above, was $23.8 million, $24.7 million and $26.9 million at September 30, 2026, December 31, 2025 and September 30, 2025, respectively.
37
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 endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Pension and SERPA Benefits:
Service cost$878 $963 $2,634 $2,889 
Interest cost19,946 20,501 59,838 61,505 
Expected return on plan assets(30,444)(32,799)(91,332)(98,397)
Amortization of unrecognized:
Prior service cost
252 380 756 1,140 
Net gain (loss)
1,054 (174)3,162 (522)
Special retirement benefit cost
— — 2,952 — 
Net periodic benefit income$(8,314)$(11,129)$(21,990)$(33,385)
Postretirement Healthcare Benefits:
Service cost$532 $643 $1,596 $1,929 
Interest cost2,243 2,618 6,729 7,854 
Expected return on plan assets(4,736)(4,675)(14,208)(14,025)
Amortization of unrecognized:
Prior service cost
149 149 447 447 
Net loss(1,562)(1,369)(4,686)(4,107)
Net periodic benefit income$(3,374)$(2,634)$(10,122)$(7,902)
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-
38
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.


39
15. Accumulated Other Comprehensive Loss
Changes in Accumulated other comprehensive loss were as follows (in thousands):
Three months ended September 30, 2026
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$(64,984)$7,240 $(377)$(216,067)$(274,188)$2,646 $(271,542)
Other comprehensive (loss) income, before reclassifications(2,512)(7,899)(31)— (10,442)— $(10,442)
Income tax benefit599 1,934 8 — 2,541 — 2,541 
(1,913)(5,965)(23)— (7,901)— (7,901)
Reclassifications:
Net loss on derivative financial instruments— 4,803 — — 4,803 — 4,803 
Prior service credits(a)
— — — 401 401 — 401 
Actuarial gains(a)
— — — (508)(508)— (508)
Reclassifications before tax— 4,803 — (107)4,696 — 4,696 
Income tax (expense) benefit— (1,174)— 25 (1,149)— (1,149)
— 3,629 — (82)3,547 — 3,547 
Other comprehensive (loss) income(1,913)(2,336)(23)(82)(4,354)— (4,354)
Balance, end of period$(66,897)$4,904 $(400)$(216,149)$(278,542)$2,646 $(275,896)
40
Three months ended September 30, 2025
Accumulated Other Comprehensive Loss Attributable to Harley-Davidson, Inc.
Foreign currency translation adjustmentsDerivative financial instrumentsAvailable for sale securitiesPension and postretirement benefit plansTotalAccumulated Other Comprehensive Loss Attributable to Noncontrolling InterestsTotal Accumulated Other Comprehensive Loss
Balance, beginning of period$(37,441)$(10,282)$— $(250,699)$(298,422)$— $(298,422)
Other comprehensive (loss) income, before reclassifications(1,137)(12,579)718 — (12,998)— (12,998)
Income tax (expense) benefit(505)3,016 — — 2,511 — 2,511 
(1,642)(9,563)718 — (10,487)— (10,487)
Reclassifications:
Net loss on derivative financial instruments— 4,435 — — 4,435 — 4,435 
Prior service credits(a)
— — — 529 529 — 529 
Actuarial gains(a)
— — — (1,543)(1,543)— (1,543)
Reclassifications before tax— 4,435 — (1,014)3,421 — 3,421 
Income tax (expense) benefit— (1,035)— 238 (797)— (797)
— 3,400 — (776)2,624 — 2,624 
Other comprehensive (loss) income(1,642)(6,163)718 (776)(7,863)— (7,863)
Balance, end of period$(39,083)$(16,445)$718 $(251,475)$(306,285)$— $(306,285)
(a)    Amounts reclassified are included in the computation of net periodic benefit (income) cost, discussed further in Note 13.
41
Nine months ended September 30, 2026
Accumulated Other Comprehensive Loss Attributable to Harley-Davidson, Inc.
Foreign currency translation adjustmentsDerivative financial instruments
Available for sale securities
Pension and postretirement benefit plansTotalAccumulated Other Comprehensive Loss Attributable to Noncontrolling InterestsTotal Accumulated Other Comprehensive Loss
Balance, beginning of period$(25,994)$(15,417)$176 $(215,902)$(257,137)$3,060 $(254,077)
Other comprehensive (loss) income, before reclassifications(41,502)(3,383)(729)— (45,614)(414)(46,028)
Income tax benefit599 504 178 — 1,281 — 1,281 
(40,903)(2,879)(551)— (44,333)(414)(44,747)
Reclassifications:
Net losses on derivative financial instruments— 30,226 — — 30,226 — 30,226 
Net gains on available for sale securities— — (33)— (33)— (33)
Prior service credits(a)
— — — 1,203 1,203 — 1,203 
Actuarial gains(a)
— — — (1,524)(1,524)— (1,524)
Reclassifications before tax— 30,226 (33)(321)29,872 — 29,872 
Income tax (expense) benefit— (7,026)8 74 (6,944)— (6,944)
— 23,200 (25)(247)22,928 — 22,928 
Other comprehensive (loss) income(40,903)20,321 (576)(247)(21,405)(414)(21,819)
Balance, end of period$(66,897)$4,904 $(400)$(216,149)$(278,542)$2,646 $(275,896)
42
Nine months ended September 30, 2025
Accumulated Other Comprehensive Loss Attributable to Harley-Davidson, Inc.
Foreign currency translation adjustmentsDerivative financial instrumentsAvailable for sale securitiesPension and postretirement benefit plansTotalAccumulated Other Comprehensive Loss Attributable to Noncontrolling InterestsTotal Accumulated Other Comprehensive Loss
Balance, beginning of period$(91,102)$7,542 $— $(249,146)$(332,706)$— $(332,706)
Other comprehensive income, before reclassifications54,531 123,684 718 — 178,933 — 178,933 
Income tax expense(2,512)(29,587)— — (32,099)— (32,099)
52,019 94,097 718 — 146,834 — 146,834 
Reclassifications:
Net gain on derivative financial instruments— (155,044)— — (155,044)— (155,044)
Prior service credits(a)
— — — 1,587 1,587 — 1,587 
Actuarial gains(a)
— — — (4,629)(4,629)— (4,629)
Reclassifications before tax— (155,044)— (3,042)(158,086)— (158,086)
Income tax benefit— 36,960 — 713 37,673 — 37,673 
— (118,084)— (2,329)(120,413)— (120,413)
Other comprehensive income (loss)52,019 (23,987)718 (2,329)26,421 — 26,421 
Balance, end of period$(39,083)$(16,445)$718 $(251,475)$(306,285)$— $(306,285)
(a)Amounts reclassified are included in the computation of net periodic benefit (income) cost, discussed further in Note 13.
43
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 endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
HDMC:
Revenue$964,017 $1,073,959 $3,123,767 $3,199,113 
Motorcycles and related products cost of goods sold693,215 790,849 2,281,852 2,302,054 
Gross profit270,802 283,110 841,915 897,059 
Selling, administrative and engineering expense:
People expenses(a)
94,360 92,212 287,028 264,086 
Marketing and advertising expenses(b)
31,667 40,610 112,705 121,524 
Other segment items(c)
100,477 96,169 306,621 279,742 
Operating income
44,298 54,119 135,561 231,707 
LiveWire:
Revenue7,864 5,563 22,094 14,318 
Motorcycles and related products cost of goods sold8,238 7,834 23,051 18,207 
Gross (loss) profit(374)(2,271)(957)(3,889)
Selling, administrative and engineering expense
17,378 15,910 52,393 52,752 
Operating loss(17,752)(18,181)(53,350)(56,641)
HDFS:
Financial services revenue110,758 261,188 339,745 763,587 
Financial services interest expense32,245 75,883 102,105 258,391 
Financial services provision for credit losses20,324 (301,499)51,120 (198,427)
Selling and administrative expense47,431 47,984 131,925 130,994 
Operating income10,758 438,820 54,595 572,629 
Operating income$37,304 $474,758 $136,806 $747,695 
(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.
44
Additional segment information is set forth below (in thousands): 
(Unaudited)(Unaudited)
September 30,
2026		December 31,
2025		September 30,
2025
Assets:
HDMC$3,709,545 $3,866,701 $3,545,022 
LiveWire103,834 146,518 89,220 
HDFS3,483,529 4,031,596 6,932,142 
Consolidated$7,296,908 $8,044,815 $10,566,384 
Three months endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Depreciation and Amortization:
HDMC$35,702 $39,472 $116,353 $111,151 
LiveWire2,458 2,354 7,118 8,027 
HDFS617 2,384 2,009 7,161 
Consolidated$38,777 $44,210 $125,480 $126,339 
Nine months ended
September 30,
2026		September 30,
2025
Capital expenditures:
HDMC$61,729 $98,894 
LiveWire2,530 2,778 
HDFS163 418 
Consolidated$64,422 $102,090 
 
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):

45
Three months ended September 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Revenue:
Motorcycles and related products$972,217 $— $(336)$971,881 
Financial services— 111,180 (422)110,758 
972,217 111,180 (758)1,082,639 
Costs and expenses:
Motorcycles and related products cost of goods sold701,453 — — 701,453 
Financial services interest expense— 32,245 — 32,245 
Financial services provision for credit losses— 20,324 — 20,324 
Selling, administrative and engineering expense244,265 47,767 (719)291,313 
945,718 100,336 (719)1,045,335 
Operating income26,499 10,844 (39)37,304 
Other income, net 12,598 — — 12,598 
Investment income11,647 — — 11,647 
Interest expense3,629 — — 3,629 
Income before income taxes47,115 10,844 (39)57,920 
Income tax provision11,271 5,706 — 16,977 
Net income35,844 5,138 (39)40,943 
Less: loss attributable to noncontrolling interests1,819 $— $— $1,819 
Net income attributable to Harley-Davidson, Inc.$37,663 $5,138 $(39)$42,762 
Nine months ended September 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Revenue:
Motorcycles and related products$3,147,655 $— $(1,794)$3,145,861 
Financial services— 340,917 (1,172)339,745 
3,147,655 340,917 (2,966)3,485,606 
Costs and expenses:
Motorcycles and related products cost of goods sold2,304,903 — — 2,304,903 
Financial services interest expense— 102,105 — 102,105 
Financial services provision for credit losses— 51,120 — 51,120 
Selling, administrative and engineering expense759,900 133,718 (2,946)890,672 
3,064,803 286,943 (2,946)3,348,800 
Operating income82,852 53,974 (20)136,806 
Other income, net 37,124 — — 37,124 
Investment income132,182 — (100,000)32,182 
Interest expense10,820 — — 10,820 
Income before income taxes241,338 53,974 (100,020)195,292 
Provision for income taxes34,943 16,302 — 51,245 
Net income206,395 37,672 (100,020)144,047 
Less: loss attributable to noncontrolling interests3,292 — — 3,292 
Net income attributable to Harley-Davidson, Inc.$209,687 $37,672 $(100,020)$147,339 
46
Three months ended September 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Revenue:
Motorcycles and Related Products$1,095,322 $— $(15,800)$1,079,522 
Financial Services— 261,687 (499)261,188 
1,095,322 261,687 (16,299)1,340,710 
Costs and expenses:
Motorcycles and related products cost of goods sold
798,683 — — 798,683 
Financial Services interest expense— 75,883 — 75,883 
Financial Services provision for credit losses— (301,499)— (301,499)
Selling, administrative and engineering expense245,425 63,782 (16,322)292,885 
1,044,108 (161,834)(16,322)865,952 
Operating income51,214 423,521 23 474,758 
Other income, net14,706 — — 14,706 
Investment income12,267 — — 12,267 
Interest expense10,182 — — 10,182 
Income before income taxes68,005 423,521 23 491,549 
Provision for income taxes14,752 101,632 — 116,384 
Net income53,253 321,889 23 375,165 
Less: loss attributable to noncontrolling interests2,201 — — 2,201 
Net income attributable to Harley-Davidson, Inc.$55,454 $321,889 $23 $377,366 
Nine months ended September 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Revenue:
Motorcycles and related products$3,234,041 $— $(20,610)$3,213,431 
Financial services— 766,238 (2,651)763,587 
3,234,041 766,238 (23,261)3,977,018 
Costs and expenses:
Motorcycles and related products cost of goods sold2,320,261 — — 2,320,261 
Financial services interest expense— 258,391 — 258,391 
Financial services provision for credit losses— (198,427)— (198,427)
Selling, administrative and engineering expense720,733 151,602 (23,237)849,098 
3,040,994 211,566 (23,237)3,229,323 
Operating income193,047 554,672 (24)747,695 
Other income, net45,456 — — 45,456 
Investment income
32,158 — — 32,158 
Interest expense25,564 — — 25,564 
Income before income taxes245,097 554,672 (24)799,745 
Provision for income taxes55,496 132,540 — 188,036 
Net income189,601 422,132 (24)611,709 
Less: loss attributable to noncontrolling interests6,332 — — 6,332 
Net income attributable to Harley-Davidson, Inc.$195,933 $422,132 $(24)$618,041 
47

Three months ended September 30, 2026
 Non-Financial Services Entities Financial Services EntitiesConsolidating AdjustmentsConsolidated
Net income$35,844 $5,138 $(39)$40,943 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(2,783)870 — (1,913)
Derivative financial instruments(311)(2,025)— (2,336)
Unrealized loss on available for sale securities— (23)— (23)
Pension and postretirement benefit plans(82)— — (82)
(3,176)(1,178)— (4,354)
Comprehensive income32,668 3,960 (39)36,589 
Less: Comprehensive loss attributable to noncontrolling interests1,819 — — 1,819 
Comprehensive income attributable to Harley-Davidson, Inc.$34,487 $3,960 $(39)$38,408 
Nine months ended September 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Net income$206,395 $37,672 $(100,020)$144,047 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(37,233)(4,084)— (41,317)
Derivative financial instruments11,299 9,022 — 20,321 
Unrealized loss on available for sale securities— (576)— (576)
Pension and postretirement benefit plans(247)— — (247)
(26,181)4,362 — (21,819)
Comprehensive income180,214 42,034 (100,020)122,228 
Less: Comprehensive loss attributable to noncontrolling interests3,706 — — 3,706 
Comprehensive income attributable to Harley-Davidson, Inc.$183,920 $42,034 $(100,020)$125,934 
48
Three months ended September 30, 2025
 Non-Financial Services Entities Financial Services EntitiesConsolidating AdjustmentsConsolidated
Net income$53,253 $321,889 $23 $375,165 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments1,344 (2,986)— (1,642)
Derivative financial instruments8,180 (14,343)— (6,163)
Unrealized gain on available for sale securities
— 718 — 718 
Pension and postretirement benefit plans(776)— — (776)
8,748 (16,611)— (7,863)
Comprehensive income62,001 305,278 23 367,302 
Less: Comprehensive loss attributable to noncontrolling interests2,201 — — 2,201 
Comprehensive income attributable to Harley-Davidson, Inc.$64,202 $305,278 $23 $369,503 
Nine months ended September 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Net income$189,601 $422,132 $(24)$611,709 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments47,486 4,533 — 52,019 
Derivative financial instruments(22,104)(1,883)— (23,987)
Unrealized gain on available for sale securities
— 718 — 718 
Pension and postretirement benefit plans(2,329)— — (2,329)
23,053 3,368 — 26,421 
Comprehensive income212,654 425,500 (24)638,130 
Less: Comprehensive loss attributable to noncontrolling interests6,332 — — 6,332 
Comprehensive income attributable to Harley-Davidson, Inc.$218,986 $425,500 $(24)$644,462 
49
September 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
ASSETS
Current assets:
Cash and cash equivalents$1,409,525 $666,853 $— $2,076,378 
Accounts receivable, net489,011 246 (212,867)276,390 
Finance receivables held for sale, net
— 417,696 — 417,696 
Finance receivables held for investment, net
— 1,057,228 — 1,057,228 
Inventories, net458,745 — — 458,745 
Restricted cash— 14,610 — 14,610 
Other current assets244,533 65,876 (78,207)232,202 
2,601,814 2,222,509 (291,074)4,533,249 
Finance receivables held for investment, net
— 1,142,858 — 1,142,858 
Property, plant and equipment, net660,326 2,926 — 663,252 
Pension and postretirement assets580,061 — — 580,061 
Goodwill64,377 — — 64,377 
Deferred income taxes50,313 24,005 (956)73,362 
Lease assets76,203 1,823 — 78,026 
Other long-term assets195,268 89,408 (122,953)161,723 
$4,228,362 $3,483,529 $(414,983)$7,296,908 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$388,441 $235,496 $(212,867)$411,070 
Accrued liabilities483,780 214,441 (77,821)620,400 
Short-term deposits, net— 255,439 — 255,439 
Short-term debt— 470,420 — 470,420 
Current portion of long-term debt, net— 543,740 — 543,740 
872,221 1,719,536 (290,688)2,301,069 
Long-term deposits, net— 281,974 — 281,974 
Long-term debt, net297,374 1,027,901 — 1,325,275 
Lease liabilities62,409 1,161 — 63,570 
Pension and postretirement liabilities50,064 — — 50,064 
Deferred income taxes2,367 4,239 — 6,606 
Other long-term liabilities150,598 67,413 1,577 219,588 
Commitments and contingencies (Note 14)
Shareholders’ equity2,793,329 381,305 (125,872)3,048,762 
$4,228,362 $3,483,529 $(414,983)$7,296,908 

50
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 
51
September 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
ASSETS
Current assets:
Cash and cash equivalents$1,185,181 $589,857 $— $1,775,038 
Accounts receivable, net506,057 142 (201,189)305,010 
Finance receivables held for sale, net
— 4,080,885 — 4,080,885 
Finance receivables held for investment, net
— 1,221,348 — 1,221,348 
Inventories, net512,186 — — 512,186 
Restricted cash— 51,530 — 51,530 
Other current assets188,319 175,544 (66,419)297,444 
2,391,743 6,119,306 (267,608)8,243,441 
Finance receivables held for investment, net
— 662,201 — 662,201 
Property, plant and equipment, net712,722 6,381 — 719,103 
Pension and postretirement assets481,427 — — 481,427 
Goodwill63,850 — — 63,850 
Deferred income taxes88,381 3,464 (1,008)90,837 
Lease assets64,678 2,612 — 67,290 
Other long-term assets221,289 138,178 (121,232)238,235 
$4,024,090 $6,932,142 $(389,848)$10,566,384 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$315,728 $228,248 $(201,189)$342,787 
Accrued liabilities481,314 213,366 (66,056)628,624 
Short-term deposits, net— 292,667 — 292,667 
Short-term debt— 684,741 — 684,741 
Current portion of long-term debt, net— 1,329,244 — 1,329,244 
797,042 2,748,266 (267,245)3,278,063 
Long-term deposits, net— 261,801 — 261,801 
Long-term debt, net745,508 2,402,328 — 3,147,836 
Lease liabilities50,309 2,178 — 52,487 
Pension and postretirement liabilities51,141 — — 51,141 
Deferred income taxes15,789 1,866 — 17,655 
Other long-term liabilities140,940 53,330 1,752 196,022 
Commitments and contingencies (Note 14)
Shareholders’ equity2,223,361 1,462,373 (124,355)3,561,379 
$4,024,090 $6,932,142 $(389,848)$10,566,384 
52
Nine months ended September 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Cash flows from operating activities:
Net income$206,395 $37,672 $(100,020)$144,047 
Adjustments to reconcile Net income to Net cash provided (used) by operating activities:
Depreciation and amortization123,471 2,009 — 125,480 
Amortization of deferred loan origination costs— 8,324 — 8,324 
Amortization of financing origination fees96 3,580 — 3,676 
Income related to long-term employee benefits
(32,112)— — (32,112)
Employee benefit plan contributions and payments(5,039)— — (5,039)
Stock compensation expense24,261 1,198 — 25,459 
Net change in wholesale finance receivables related to sales— — 603 603 
Provision for credit losses— 51,120 — 51,120 
Collections from finance receivables held for sale
— 128,186 — 128,186 
Proceeds from sale of finance receivables held for sale
— 1,307,502 — 1,307,502 
Originations of finance receivables held for sale
— (1,727,770)— (1,727,770)
Gain on sale of securitization beneficial interests— (856)— (856)
Deferred income taxes6,742 (12,365)(147)(5,770)
Other, net30,790 14,167 19 44,976 
Changes in current assets and liabilities:
Accounts receivable, net(205,955)— 150,280 (55,675)
Finance receivables – accrued interest and other
— (7,877)— (7,877)
Inventories, net263,392 — — 263,392 
Accounts payable and accrued liabilities46,668 130,769 (173,790)3,647 
Other current assets(40,341)13,657 31,305 4,621 
211,973 (88,356)8,270 131,887 
Net cash provided (used) by operating activities 418,368 (50,684)(91,750)275,934 
53
Nine months ended September 30, 2026
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Cash flows from investing activities:
Capital expenditures(64,259)(163)— (64,422)
Origination of finance receivables held for investment
— (3,475,268)2,176,927 (1,298,341)
Collections on finance receivables held for investment
— 3,046,855 (2,185,177)861,678 
Collection of retained securitization beneficial interests
— 32,115 — 32,115 
Proceeds from derivative instruments
— 51,574 — 51,574 
Other investing activities(52)— — (52)
Net cash used by investing activities(64,311)(344,887)(8,250)(417,448)
Cash flows from financing activities:
Repayments of medium-term notes— (810,950)— (810,950)
Borrowings of asset-backed commercial paper— 260,250 — 260,250 
Repayments of asset-backed commercial paper— (17,675)— (17,675)
Net decrease in unsecured commercial paper— (26,744)— (26,744)
Net increase in deposits— 196 — 196 
Dividends paid(60,382)(100,000)100,000 (60,382)
Repurchase of common stock(191,169)— — (191,169)
Other financing activities96 — — 96 
Net cash (used) provided by financing activities(251,455)(694,923)100,000 (846,378)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(7,994)(2,495)— (10,489)
Net increase (decrease) in cash, cash equivalents and restricted cash$94,608 $(1,092,989)$— $(998,381)
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 increase (decrease) in cash, cash equivalents and restricted cash94,608 (1,092,989)— (998,381)
Cash, cash equivalents and restricted cash, end of period$1,409,525 $683,838 $— $2,093,363 
54
Nine months ended September 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Cash flows from operating activities:
Net income$189,601 $422,132 $(24)$611,709 
Adjustments to reconcile Net income to Net cash provided (used) by operating activities:
Depreciation and amortization119,178 7,161 — 126,339 
Amortization of deferred loan origination costs— 43,871 — 43,871 
Amortization of financing origination fees694 9,079 — 9,773 
Income related to long-term employee benefits
(41,287)— — (41,287)
Employee benefit plan contributions and payments(5,091)— — (5,091)
Stock compensation expense24,192 1,646 — 25,838 
Net change in wholesale finance receivables related to sales— — (183,006)(183,006)
Provision for credit losses— (198,427)— (198,427)
Collections from finance receivables held for sale— 16,916 — 16,916 
Originations of finance receivables held for sale— (414,009)— (414,009)
Gain on sale of securitization beneficial interests— (26,958)— (26,958)
Deferred income taxes6,109 86,022 (9)92,122 
Other, net(9,166)28,502 24 19,360 
Changes in current assets and liabilities:
Accounts receivable, net(187,078)— 140,663 (46,415)
Finance receivables – accrued interest and other
— 11,279 — 11,279 
Inventories, net262,287 — — 262,287 
Accounts payable and accrued liabilities3,969 194,538 (123,468)75,039 
Other current assets68,175 (19,396)(11,216)37,563 
241,982 (259,776)(177,012)(194,806)
Net cash provided (used) by operating activities 431,583 162,356 (177,036)416,903 
55
Nine months ended September 30, 2025
Non-Financial Services EntitiesFinancial Services EntitiesConsolidating AdjustmentsConsolidated
Cash flows from investing activities:
Capital expenditures(101,672)(418)— (102,090)
Origination of finance receivables held for investment
— (4,477,446)2,190,077 (2,287,369)
Collections on finance receivables held for investment
— 4,472,447 (2,013,041)2,459,406 
Proceeds from sale of securitization beneficial interests, net— 125,369 — 125,369 
Collection of retained securitization beneficial interests— 9,353 — 9,353 
Other investing activities808 — — 808 
Net cash (used) provided by investing activities(100,864)129,305 177,036 205,477 
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 term loan448,013 — — 448,013 
Repayments of senior unsecured notes(450,000)— — (450,000)
Proceeds from securitization debt— 497,790 — 497,790 
Repayments of securitization debt— (718,034)— (718,034)
Borrowings of asset-backed commercial paper— 155,000 — 155,000 
Repayments of asset-backed commercial paper— (217,554)— (217,554)
Net increase in unsecured commercial paper— 44,938 — 44,938 
Net increase in deposits— 3,312 — 3,312 
Dividends paid(66,288)— — (66,288)
Repurchase of common stock(193,209)— — (193,209)
Other financing activities1,269 — — 1,269 
Net cash used by financing activities(260,215)(287,460)— (547,675)
Effect of exchange rate changes on cash, cash equivalents and restricted cash9,014 1,995 — 11,009 
Net increase in cash, cash equivalents and restricted cash$79,518 $6,196 $— $85,714 
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period$1,105,663 $635,191 $— $1,740,854 
Net increase in cash, cash equivalents and restricted cash79,518 6,196 — 85,714 
Cash, cash equivalents and restricted cash, end of period$1,185,181 $641,387 $— $1,826,568 
18. Subsequent Events
On October 30, 2026, the Company renewed and amended the U.S. Conduit Facility. This amendment extended the
commitment term to October 29, 2027 and amended certain terms within the agreement, primarily reducing the facility's capacity from $1.5 billion to $1.0 billion.
56
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 October 29, 2026 and the remaining forward-looking statements in this report are made as of the date of the filing of this report (November 4, 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 $42.8 million, or $0.40 per diluted share, in the third quarter of 2026 compared to $377.4 million, or $3.10 per diluted share, in the third quarter of 2025.
In the third quarter of 2026, HDMC segment operating income was $44.3 million, a decrease of $9.8 million from the third quarter of 2025. The decrease in operating income from the HDMC segment for the third quarter of 2026 was driven primarily by lower motorcycle shipments, less beneficial product mix and pricing, and restructuring charges, partially offset by lower manufacturing costs, lower operating expenses and favorable currency impacts. Operating loss from the LiveWire segment in the third quarter of 2026 was $17.8 million compared to an operating loss of $18.2 million in the prior year quarter due primarily to higher electric motorcycle and balance bike shipments, partially offset by higher operating expenses. Operating income from the HDFS segment in the third quarter of 2026 was $10.8 million, down $428.1 million compared to the prior year quarter. The decline was primarily due to the impacts of the sale of the majority of HDFS's retail finance receivables in the prior year quarter to two counterparties, which resulted in a benefit realized in the provision for credit losses and a gain on the sale of securitization beneficial interests. The benefit realized in the provision for credit losses was driven by the release of the allowance for credit losses for retail finance receivables that were previously being held for investment and were reclassified as held for sale in advance of their sale in the fourth quarter of 2025. The decrease was also driven by lower interest income resulting from a smaller finance receivables portfolio, partially offset by lower interest expense and increased income from servicing fees. The settlement of debt previously used to fund the retail finance receivables that HDFS sold using proceeds from the sales of the debt reduced interest expense in 2026. Additionally, as a result of the sale of HDFS's retail finance receivables in the prior year quarter and ongoing sales of HDFS' retail finance receivables to the same two counterparties, HDFS earned fees for servicing the retail finance receivables it sold providing a benefit to other income in 2026.
Worldwide retail sales of new Harley-Davidson motorcycles in the third quarter of 2026 increased 5.4% compared to the third quarter of 2025. Retail sales were up 9.1% in North America and 0.7% in Asia Pacific, partially offset by a 5.3% decline in Europe. Refer to the Harley-Davidson Motorcycles Retail Sales and Registration Data section for further discussion of retail sales results.
57
Table of Contents
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 nine months ended September 30, 2026, the total gross cost of new or increased tariffs implemented in 2025 and 2026 that the Company incurred was approximately $94 million, an increase from $45 million in the nine months ended September 30, 2025. The total gross 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. Excluding the impact of the €35 million refund discussed below which related to tariffs incurred prior to 2022, the Company recognized $34 million of tariff recoveries during the nine months ended September 30, 2026, resulting in a total net cost of new or increased tariffs implemented in 2025 and 2026 of $60 million. There were no tariff recoveries during the nine months ended September 30, 2025.
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 gross 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 gross cost of these tariffs for the full year 2026(1) as of October 23, 2026 ranged from $105 million to $120 million, which increased from the Company's previously estimated range of $75 million to $90 million. The Company's estimate of the total net cost of these tariffs, after reducing for tariff recoveries, for the full year 2026(1) as of October 23, 2026 ranged from $65 million to $80 million. Based on the existing tariff environment, the Company does not expect gross tariff costs to increase in 2027 from 2026 nor does the Company expect any tariff recoveries in 2027(1).
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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 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.
Outlook(1)

On October 29, 2026, the Company revised its 2026 expectations for HDMC and HDFS, its tariff expectations (described above), and the Company's planned capital investments. As LiveWire Group Inc. withdrew its guidance for 2026, the Company in turn withdrew the guidance it had provided regarding LiveWire. 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 nine months of 2026, the Company now expects both 2026 wholesale shipments and worldwide dealer retail sales of Harley-Davidson motorcycles of 135,500 to 139,000, which is an increase from the Company's most recent expectation of 133,500 to 138,500 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 higher in the fourth quarter of 2026 as compared to the same quarter in 2025. The Company expects wholesale shipments in the fourth quarter will slightly exceed fourth quarter retail sales of Harley-Davidson motorcycles, resulting in worldwide retail inventory of new motorcycles at December 31, 2026 to be largely flat to slightly up compared to December 31, 2025.
The Company now expects 2026 HDMC operating income to be $25 million to $55 million on higher wholesale shipments. The Company most recently expected HDMC operating income to be $10 million to $50 million.
The Company's updated expectation for HDFS 2026 operating income is $60 million to $70 million, an increase from the Company's previous expectation of $55 million to $70 million. HDFS's 2026 operating income expectation of $60 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 to the two counterparties 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 updated its expectation for capital investments in 2026 to be between $140 and $165 million. The Company previously expected capital investments in 2026 of between $175 and $200 million.
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Results of Operations for the Three Months Ended September 30, 2026
Compared to the Three Months Ended September 30, 2025
Consolidated Results
Three months ended
(in thousands, except earnings per share)September 30,
2026		September 30,
2025		Increase
(Decrease)		% Change
Operating income - HDMC$44,298 $54,119 $(9,821)(18.1)%
Operating loss - LiveWire(17,752)(18,181)429 (2.4)
Operating income - HDFS10,758 438,820 (428,062)(97.5)
Operating income37,304 474,758 (437,454)(92.1)%
Other income, net12,598 14,706 (2,108)(14.3)
Investment income
11,647 12,267 (620)(5.1)
Interest expense3,629 10,182 (6,553)(64.4)
Income before income taxes57,920 491,549 (433,629)(88.2)%
Income tax provision16,977 116,384 (99,407)(85.4)
Net income40,943 375,165 (334,222)(89.1)%
Less: Loss attributable to noncontrolling interests1,819 2,201 (382)(17.4)
Net income attributable to Harley-Davidson, Inc.$42,762 $377,366 $(334,604)(88.7)%
Diluted earnings per share$0.40 $3.10 $(2.70)(87.1)
The Company reported operating income of $37.3 million in the third quarter of 2026 compared to $474.8 million in the same period last year. The HDMC segment reported operating income of $44.3 million in the third quarter of 2026, a decrease of $9.8 million compared to the third quarter of 2025. Operating loss from the LiveWire segment decreased $0.4 million compared to the third quarter of 2025. Operating income from the HDFS segment decreased $428.1 million compared to the third 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 third quarter of 2026 was lower than in the third quarter of 2025 due to lower non-operating income related to the Company's defined benefit plans.
Interest expense in the third quarter of 2026 was lower than in the third quarter of 2025 as the Company paid the outstanding principal and interest related to its $450.0 million of debt in the second half of 2025.
The Company's effective income tax rate for the third quarter of 2026 was 29.3% compared to 23.7% for the third quarter of 2025. The increase in the effective income tax rate was attributable to discrete items recorded in the third quarter of 2026 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 $0.40 in the third quarter of 2026, down 87.1% from the same period last year. Diluted weighted average shares outstanding decreased from 121.7 million in the third quarter of 2025 to 106.6 million in the third 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
September 30,
2026		September 30,
2025
Increase
(Decrease)
%
Change
United States23,812 21,779 2,033 9.3 %
Canada1,791 1,683 108 6.4 
North America
25,603 23,462 2,141 9.1 
Europe/Middle East/Africa (EMEA)4,764 5,033 (269)(5.3)
Asia Pacific4,702 4,667 35 0.7 
Latin America764 822 (58)(7.1)
35,833 33,984 1,849 5.4 %
(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 third quarter of 2026, retail sales in North America were up 9.1% driven by a 9.3% increase in the United States and a 6.4% increase in Canada. Outside of North America, retail sales were down during the third quarter of 2026, driven by a 5.3% decrease in Europe and a 7.1% decrease in Latin America, partially offset by a 0.7% increase in Asia Pacific.
U.S. retail sales growth was primarily driven by higher retail sales of the Company's Cruiser models as the Company recently introduced its new Super Glide® and Deadwood™ motorcycles. U.S retail sales growth also continued to benefit from the Company's Sport motorcycles and the Company's refreshed Trike motorcycle, partially offset by lower retail sales of the Company's other Grand American Touring motorcycles. The decline in international markets was primarily driven by lower retail sales in EMEA 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, particularly in Germany and France.
Worldwide retail inventory of new motorcycles was approximately 38,000 units at the end of the third quarter of 2026, which was down approximately 26% from the end of the third 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
September 30, 2026September 30, 2025UnitUnit
UnitsMix %UnitsMix %Increase
(Decrease)		% Change
U.S. motorcycle shipments23,013 68.5 %25,662 70.3 %(2,649)(10.3)%
Worldwide motorcycle shipments:
Grand American Touring(a)
17,970 53.4 %22,035 60.4 %(4,065)(18.4)%
Cruiser11,382 33.9 %10,551 28.9 %831 7.9 
Sport and Lightweight3,219 9.6 %2,628 7.1 %591 22.5 
Adventure Touring1,045 3.1 %1,310 3.6 %(265)(20.2)
33,616 100.0 %36,524 100.0 %(2,908)(8.0)%
(a)Includes Trike
The Company shipped 33,616 motorcycles worldwide during the third quarter of 2026, which was 8.0% lower than the third quarter of 2025. The decrease was primarily driven by motorcycle shipments in the U.S. As dealers continued to adjust retail inventory levels, motorcycle retail sales outpaced motorcycle unit shipments resulting in lower retail inventory levels.
In the third quarter of 2026, the Company shipped a greater proportion of Cruiser and Sport and Lightweight motorcycles and a lower proportion of Grand American Touring and Adventure Touring motorcycles as compared to the third 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
September 30, 2026September 30, 2025Increase
(Decrease)		%
Change
Revenue:
Motorcycles
$733,571 $821,864 $(88,293)(10.7)%
Parts and accessories
152,941 167,252 (14,311)(8.6)
Apparel
55,201 56,052 (851)(1.5)
Licensing
4,605 5,547 (942)(17.0)
Other
17,699 23,244 (5,545)(23.9)
964,017 1,073,959 (109,942)(10.2)
Cost of goods sold693,215 790,849 (97,634)(12.3)
Gross profit270,802 283,110 (12,308)(4.3)
Operating expenses226,504 228,991 (2,487)(1.1)
Operating income$44,298 $54,119 $(9,821)(18.1)%
Operating margin4.6 %5.0 %(0.4)pts.
Adjusted EBITDA(a)
$93,869 $93,591 $278 0.3 
Adjusted EBITDA Margin %(a)
9.7 %8.7 %1.0 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 third quarter of 2025 to the third quarter of 2026 were as follows (in millions):
Net
Revenue		Cost of
Goods Sold		Gross
Profit
Three months ended September 30, 2025$1,074.0 $790.9 $283.1 
Volume(86.7)(62.7)(24.0)
Price and sales incentives(11.9)— (11.9)
Foreign currency exchange rates and hedging(0.4)(9.1)8.7 
Shipment mix(11.0)11.1 (22.1)
Raw material prices— 6.7 (6.7)
Manufacturing and other costs— (43.7)43.7 
(110.0)(97.7)(12.3)
Three months ended September 30, 2026$964.0 $693.2 $270.8 
Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the third quarter of 2025 to the third quarter of 2026 were as follows:
•The decrease in volume was primarily due to lower motorcycle shipments.
•Revenue was negatively impacted by increased motorcycle incentives and parts and accessories incentives that were selectively introduced in the third quarter of 2026.
•Changes in the shipment mix had an unfavorable impact on revenue and gross profit, primarily driven by higher shipments of Cruiser and Sport and Lightweight models, which are priced lower than Grand American Touring motorcycles, as well as a less beneficial mix within model families to lower margin motorcycle models.
•Gross profit was favorably impacted by foreign currency hedging activities and balance sheet remeasurements.
•Raw material costs were higher compared to the prior year.
•Manufacturing and other costs were positively impacted by supplier and tariff recoveries as well as improved manufacturing efficiency, partially offset by higher supply-chain costs.
Operating expenses were lower in the third quarter of 2026 compared to the same period last year primarily related to costs incurred in the prior year related to marketing efforts that did not recur and lower recall and warranty expense, partially offset by restructuring charges.
LiveWire Segment
Segment Results
Condensed statements of operations for the LiveWire segment were as follows (in thousands, except unit shipments):
Three months ended
September 30, 2026September 30, 2025
(Decrease)
Increase
%
Change
Revenue$7,864 $5,563 $2,301 41.4 %
Cost of goods sold8,238 7,834 404 5.2 
Gross profit(374)(2,271)1,897 (83.5)
Selling, administrative and engineering expense17,378 15,910 1,468 9.2 
Operating loss$(17,752)$(18,181)$429 (2.4)%
Adjusted EBITDA(a)
$(14,969)$(15,827)$858 (5.4)
LiveWire motorcycle unit shipments241 184 57 31.0 %
(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 third quarter of 2026, revenue increased by $2.3 million, or 41.4%, compared to the third quarter of 2025. The increase was primarily due to higher electric motorcycle and electric balance bike unit volumes sold during the quarter as compared to the same period last year. Cost of sales increased by $0.4 million, or 5.2%, during the third quarter of 2026
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compared to the third quarter of 2025 due to higher electric motorcycle and electric balance bike unit volumes, partially offset by product mix.
During the third quarter of 2026, selling, administrative and engineering expense increased $1.5 million, or 9.2%, compared to the third quarter of 2025 primarily due to increased product development spend partially offset by cost containment initiatives.

HDFS Segment
Segment Results
Condensed statements of operations for the HDFS segment were as follows (in thousands):
Three months ended
September 30, 2026September 30, 2025Increase
(Decrease)		%
Change
Revenue:
Interest income$66,558 $198,239 $(131,681)(66.4)%
Other income44,200 62,949 (18,749)(29.8)
110,758 261,188 (150,430)(57.6)
Expenses:
Interest expense32,245 75,883 (43,638)(57.5)
Provision for credit losses20,324 (301,499)321,823 (106.7)
Operating expense47,431 47,984 (553)(1.2)
100,000 (177,632)277,632 (156.3)
Operating income$10,758 $438,820 $(428,062)(97.5)%
Interest income was lower for the third quarter of 2026 compared to the same period last year, primarily due to lower average 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 the second half of 2025.
Other income decreased $18.8 million primarily due to a gain on the sale of securitization beneficial interests in the third quarter of 2025 that did not recur. This unfavorable change was partially offset by servicing fees earned on finance receivables sold to the two counterparties and higher net premiums earned by Eaglemark Insurance Company Ltd. (EICL), the Company's insurance captive.
Interest expense decreased $43.6 million due to lower average borrowings at a lower average interest rate. Average borrowings decreased due to the paydown of debt previously used to fund the retail finance receivables that HDFS sold 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 increased $321.8 million compared to the third quarter of 2025, primarily because the prior-year quarter included a release of the allowance for credit losses related to retail finance receivables reclassified as held for sale in advance of their sale in the fourth quarter of 2025. The increase also reflected higher reserves driven primarily by growth in the retail finance portfolio since the initial sale of retail finance receivables to the two counterparties in the second half of 2025.

The allowance for credit losses considers current economic conditions and the Company's outlook on future conditions. At the end of the third 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 Nine Months Ended September 30, 2026 Compared to the Nine Months ended September 30, 2025 for a discussion of 2026 annualized credit losses.
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Changes in the allowance for credit losses on finance receivables were as follows (in thousands):
Three months ended
September 30,
2026		September 30,
2025
Balance, beginning of period$38,160 $399,293 
Provision for credit losses20,324 (301,499)
Charge-offs, net of recoveries(4,596)(35,148)
Sale of Residual Interest in Securitizations— (75,547)
Balance, end of period$53,888 $(12,901)
Operating expenses decreased $0.6 million compared to the third quarter of 2025 due in part to lower depreciation and amortization expenses, dealer incentives, and repossession costs, partially offset by higher insurance claim costs incurred by EICL and higher donation expense.
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Results of Operations for the Nine Months Ended September 30, 2026
Compared to the Nine Months Ended September 30, 2025
Consolidated Results
Nine months ended
(in thousands, except earnings per share)September 30,
2026		September 30,
2025		(Decrease)
Increase		%
 Change
Operating income - HDMC$135,561 $231,707 $(96,146)(41.5)%
Operating loss - LiveWire(53,350)(56,641)3,291 (5.8)
Operating income - HDFS54,595 572,629 (518,034)(90.5)
Operating income136,806 747,695 (610,889)(81.7)
Other income, net37,124 45,456 (8,332)(18.3)
Investment income
32,182 32,158 24 0.1 
Interest expense10,820 25,564 (14,744)(57.7)
Income before income taxes195,292 799,745 (604,453)(75.6)
Provision for income taxes51,245 188,036 (136,791)(72.7)
Net income$144,047 $611,709 $(467,662)(76.5)%
Less: Loss attributable to noncontrolling interests3,292 6,332 (3,040)(48.0)%
Net income attributable to Harley-Davidson, Inc.147,339 618,041 (470,702)(76.2)%
Diluted earnings per share$1.38 $5.03 $(3.65)(72.6)%
The Company reported operating income of $136.8 million in the first nine months of 2026 compared to $747.7 million in the same period last year. HDMC segment operating income was $135.6 million in the first nine months of 2026, down $96.1 million compared to the same period last year. Operating loss from the LiveWire segment decreased $3.3 million compared to the first nine months of 2025. Operating income from the HDFS segment decreased $518.0 million compared to the first nine 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 nine 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 nine months of 2026 was 26.2% compared to 23.5% for the same period in 2025. The increase in the effective income tax rate was attributable to discrete items recorded in the first nine months of 2026 and 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 $1.38 in the first nine months of 2026, down from diluted earnings per share of $5.03 for the same period last year. Diluted weighted average shares outstanding decreased from 122.9 million in the first nine months of 2025 to 107.1 million in the first nine 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:
Nine months ended
September 30,
2026		September 30,
2025
Increase
(Decrease)
% Change
United States73,631 67,690 5,941 8.8 %
Canada5,526 5,595 (69)(1.2)
North America79,157 73,285 5,872 8.0 
Europe/Middle East/Africa (EMEA)16,757 17,829 (1,072)(6.0)
Asia Pacific13,659 13,996 (337)(2.4)
Latin America2,234 2,138 96 4.5 
111,807 107,248 4,559 4.3 %
(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 4.3% during the first nine months of 2026 compared to the same period last year primarily due to 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. increased across all four of the Company's motorcycle families: the Company's Grand American Touring motorcycles, including the Company's refreshed Trike motorcycles, Cruiser motorcycles, Sport and Lightweight motorcycles and Adventure Touring motorcycles. 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 nine months of 2026 compared to the first nine months of 2025. The Company's European market share of new 601+cc motorcycles for first nine months of 2026 was up compared to the first nine months of 2025. Industry retail registration data for new motorcycles and the Company's market share were as follows:
Nine months ended
September 30,
2026		September 30,
2025		(Decrease)
Increase		% Change
Industry new motorcycle registrations:
United States(b)
208,432 198,482 9,950 5.0 %
Europe(c)
387,275 366,474 20,801 5.7 %
Harley-Davidson market share data:
United States(b)
35.0 %33.8 %1.2 pts.
Europe(c)
3.6 %3.4 %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, Sweden, 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 nine 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:
Nine months ended
September 30, 2026September 30, 2025UnitUnit
UnitsMix %UnitsMix %
Increase
(Decrease)
% Change
U.S. motorcycle shipments72,219 65.6 %72,263 65.1 %(44)(0.1)%
Worldwide motorcycle shipments:
Grand American Touring(a)
59,131 53.7 %63,793 57.5 %(4,662)(7.3)%
Cruiser35,591 32.3 %35,521 32.0 %70 0.2 
Sport and Lightweight11,567 10.5 %7,924 7.1 %3,643 46.0 
Adventure Touring3,831 3.5 %3,724 3.4 %107 2.9 
110,120 100.0 %110,962 100.0 %(842)(0.8)%
(a)Includes Trike
The Company shipped 110,120 motorcycles worldwide during the first nine months of 2026, which was 0.8% lower than the same period in 2025. The decrease was primarily driven by international motorcycle shipments, particularly EMEA reflecting a subdued economic environment in Europe. Motorcycle shipments in the U.S. during the first nine months of 2026 were relatively flat when compared with the first nine months of 2025. As dealers continued to adjust retail inventory levels, motorcycle retail sales outpaced motorcycle unit shipments resulting in lower retail inventory levels.
In the first nine months of 2026, the Company shipped a greater proportion of its Sport and Lightweight models and a lower proportion of Grand America Touring models based on dealer demand and motorcycle availability.
Segment Results
Condensed statements of operations for the HDMC segment were as follows (dollars in thousands):
Nine months ended
September 30, 2026September 30, 2025Increase
(Decrease)		%
Change
Revenue:
Motorcycles
$2,417,921 $2,463,793 $(45,872)(1.9)%
Parts and accessories
472,134 497,558 (25,424)(5.1)
Apparel
168,582 168,614 (32)— 
Licensing
16,950 14,549 2,401 16.5 
Other
48,180 54,599 (6,419)(11.8)
3,123,767 3,199,113 (75,346)(2.4)
Cost of goods sold2,281,852 2,302,054 (20,202)(0.9)
Gross profit841,915 897,059 (55,144)(6.1)
Operating expenses
706,354 665,352 41,002 6.2 %
Operating income$135,561 $231,707 $(96,146)(41.5)%
Operating margin4.3 %7.2 %(2.9)pts.
Adjusted EBITDA(a)
$282,986 $342,858 $(59,872)(17.5)
Adjusted EBITDA Margin %(a)
9.1 %10.7 %(1.6)pts.
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(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 nine months of 2025 to the first nine months of 2026 were as follows (in millions):
Net
Revenue		Cost of
Goods Sold		Gross
Profit
Nine months ended September 30, 2025$3,199.1 $2,302.0 $897.1 
Volume(49.5)(32.4)(17.1)
Price and sales incentives(43.7)— (43.7)
Foreign currency exchange rates and hedging31.4 10.3 21.1 
Shipment mix(13.5)55.9 (69.4)
Raw material prices— 9.3 (9.3)
Manufacturing and other costs— (63.2)63.2 
(75.3)(20.1)(55.2)
Nine months ended September 30, 2026$3,123.8 $2,281.9 $841.9 
Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first nine months of 2025 to the first nine months of 2026 were as follows:
•The decrease in volume was primarily due to lower motorcycle shipments.
•Revenue and gross profit were negatively impacted by increased motorcycle and parts and accessories incentives that were selectively introduced during the first nine months of 2026 as compared to the same period of the 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 as compared to the Company's Grand American Touring motorcycles, as well as a less beneficial mix within model families to lower margin motorcycle models.
•Raw material costs were higher than in the prior year.
•Manufacturing and other costs were positively impacted by supplier and tariff recoveries as well as lower logistics costs, partially offset by higher supply chain costs.
Operating expenses were higher in the first nine months of 2026 compared to the same period last year primarily due to restructuring charges and product warranty and recall costs, partially offset by costs incurred in the prior year related to increased professional services and increased marketing efforts that did not recur.
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LiveWire Segment
Segment Results
Condensed statements of operations for the LiveWire segment were as follows (in thousands, except unit shipments):
Nine months ended
September 30,
2026		September 30,
2025
(Decrease)
Increase
%
Change
Revenue$22,094 $14,318 $7,776 54.3 %
Cost of goods sold23,051 18,207 4,844 26.6 
Gross profit(957)(3,889)2,932 (75.4)
Selling, administrative and engineering expense52,393 52,752 (359)(0.7)
Operating loss$(53,350)$(56,641)$3,291 (5.8)%
Adjusted EBITDA(a)
$(45,176)$(48,614)$3,438 (7.1)
LiveWire motorcycle unit shipments599 272 327 120.2 
(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 nine months of 2026, revenue increased by $7.8 million, or 54.3%, compared to the first nine 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 $4.8 million, or 26.6%, during the first nine months of 2026 compared to the first nine months of 2025 due primarily to higher electric motorcycle and electric balance bike volumes.
During the first nine months of 2026, selling, administrative and engineering expense decreased $0.4 million, or 0.7%, compared to the first nine months of 2025 largely as a result of cost reduction initiatives partially offset by increase product development costs.

HDFS Segment
Segment Results
Condensed statements of operations for the HDFS segment were as follows (in thousands):
Nine months ended
September 30,
2026		September 30,
2025		Increase
(Decrease)		%
Change
Revenue:
Interest income$177,143 $622,696 $(445,553)(71.6)%
Other income 162,602 140,891 21,711 15.4 
339,745 763,587 (423,842)(55.5)
Expenses:
Interest expense102,105 258,391 (156,286)(60.5)
Provision for credit losses51,120 (198,427)249,547 (125.8)
Operating expense131,925 130,994 931 0.7 
285,150 190,958 94,192 49.3 
Operating income$54,595 $572,629 $(518,034)(90.5)%
Interest income was lower for the first nine 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.
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Other income increased $21.7 million primarily due to servicing fees on finance receivables sold to the two counterparties and higher net premiums earned by EICL. These favorable impacts were partially offset by an unfavorable impact resulting from the gain on the sale of securitization beneficial interests in the third quarter of 2025 that did not recur in 2026.
Interest expense decreased $156.3 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 was $249.5 million higher in the first nine months of 2026 as compared to the prior year primarily because the prior year period included a release of the allowance for credit losses on retail finance receivables reclassified as held for sale in advance of their sale in the fourth quarter of 2025. The increase also reflected higher reserves driven primarily by growth in the retail finance portfolio since the initial sale of retail finance receivables to the two counterparties in the second half of 2025.
The allowance for credit losses considers current economic conditions and the Company's outlook on future conditions. At the end of the third 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.
On a managed basis, which considers all loans serviced by the Company, the 30-day delinquency rate for retail motorcycle loans increased to 5.05% at September 30, 2026 from 4.78% at September 30, 2025, reflecting changes in portfolio composition and a challenging economic environment. While delinquency rates were higher year over year, managed-basis annualized retail credit losses decreased to 3.04% for the first nine months of 2026 from 3.23% in the comparative period in 2025, reflecting lower average losses on repossessed motorcycles, higher recoveries, and lower charge-off volume due to effective collection strategies and delinquency cures that limited migration to charge-offs and reduced net losses.
Changes in the allowance for credit losses on finance receivables were as follows (in thousands). For the nine months ended September 30, 2026, recoveries exceeded charge-offs leading to a positive net change presented below:
Nine months ended
September 30,
2026		September 30,
2025
Balance, beginning of period$2,235 $401,183 
Provision for credit losses51,120 (198,427)
Charge-offs, net of recoveries533 (140,110)
Sale of Residual Interest in Securitizations — (75,547)
Balance, end of period$53,888 $(12,901)
Operating expenses increased $0.9 million in the first nine months of 2026 compared to the first nine months of 2025 due in part to higher insurance claim costs incurred by EICL, employee costs, and donations. These unfavorable changes were partially offset by lower depreciation expense, lower net repossession costs, and 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.

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
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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.
Reconciliation of Harley-Davidson, Inc. Net Income to HDMC Adjusted EBITDA (in thousands):
Three months endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Net income$40,943 $375,165 $144,047 $611,709 
Interest expense3,629 10,182 10,820 25,564 
Provision for income taxes16,977 116,384 51,245 188,036 
Investment income(a)
(11,647)(12,267)(32,182)(32,158)
Other income, net(b)
(12,598)(14,706)(37,124)(45,456)
Operating income37,304 474,758 136,806 747,695 
Less:
LiveWire operating loss$(17,752)$(18,181)$(53,350)$(56,641)
HDFS operating income10,758 438,820 54,595 572,629 
HDMC operating income44,298 54,119 135,561 231,707 
HDMC depreciation and amortization35,702 39,472 116,353 111,151 
Adjustments(c)
13,869 — 31,072 — 
HDMC Adjusted EBITDA$93,869 $93,591 $282,986 $342,858 
HDMC Adjusted EBITDA Margin %9.7 %8.7 %9.1 %10.7 %
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Reconciliation of Harley-Davidson, Inc. Net Income to LiveWire Adjusted EBITDA (in thousands):
Three months endedNine months ended
September 30,
2026		September 30,
2025		September 30,
2026		September 30,
2025
Net income$40,943 $375,165 $144,047 $611,709 
Interest expense3,629 10,182 10,820 25,564 
Provision for income taxes16,977 116,384 51,245 188,036 
Investment income(a)
(11,647)(12,267)(32,182)(32,158)
Other income, net(b)
(12,598)(14,706)(37,124)(45,456)
Operating income37,304 474,758 136,806 747,695 
Less:
HDMC operating income$44,298 $54,119 $135,561 $231,707 
HDFS operating income
10,758 438,820 54,595 572,629 
LiveWire operating loss(17,752)(18,181)(53,350)(56,641)
LiveWire depreciation and amortization2,458 2,354 7,118 8,027 
Adjustments(d)
325 — 1,056 — 
LiveWire Adjusted EBITDA$(14,969)$(15,827)$(45,176)$(48,614)
(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 and impairment of long-lived assets.
(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
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)
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The Company’s cash and cash equivalents and availability under its credit and conduit facilities at September 30, 2026 were as follows (in thousands):
Cash and cash equivalents(a)
$2,076,378 
U.S. commercial paper conduit facility:
Asset-backed U.S. commercial paper conduit facility(b)(d)
569,488 
Borrowings against committed facility(242,575)
Net asset-backed U.S. commercial paper conduit committed facility availability326,913 
Asset-backed Canadian commercial paper conduit facility(c)(e)
13,861 
Borrowings against committed facility— 
Net asset-backed Canadian commercial paper conduit facility13,861 
Availability under credit and conduit facilities:
Credit facilities1,300,000 
Commercial paper outstanding(470,420)
Net credit facility availability829,580 
$3,246,732 
(a)Includes $39.9 million of cash and cash equivalents held by LiveWire Group, Inc.
(b)Subsequent to September 30, 2026, the Company renewed and amended the facility prior to its expiration. Refer to Note 18 of the Notes to Consolidated financial statements for further information about the renewal.
(c)Includes facilities expiring in the next 12 months which the Company expects to renew prior to expiration.(1)
(d)Total committed borrowing capacity of the U.S. commercial paper conduit facility was $1.50 billion at September 30, 2026. Availability was limited based on the amount of U.S. retail finance receivables available to be used as collateral.
(e)Total committed borrowing capacity of the Canadian Conduit facility was C$50.0 million ($35.2 million) at September 30, 2026. Availability was limited based on the amount of Canadian retail finance receivables available to be used as collateral.
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 September 30, 2026 were as follows:
Short-TermLong-TermOutlook
Moody’sP3Baa3Stable
Standard & Poor’s(a)
BBB+Stable
FitchF2BBBNegative
(a)On July 8 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 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)
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Cash Flow Activity
The Company's cash flow activities were as follows (in thousands):
Nine months ended
September 30, 2026September 30, 2025
Net cash provided by operating activities$275,934 $416,903 
Net cash (used) provided by investing activities(417,448)205,477 
Net cash (used) by financing activities(846,378)(547,675)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(10,489)11,009 
Net (decrease) increase in cash, cash equivalents and restricted cash
$(998,381)$85,714 
Operating Activities
Cash flow provided by operating activities decreased in the first nine months of 2026 compared to the first nine months of 2025. The decrease in cash flow provided by operating activities was driven by unfavorable operating cash flows from the HDFS segment due in large part to lower interest income compared to the first nine months 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 changes in shipment mix, pricing incentives and lower sales volumes that resulted in lower cash inflows as well as cash outflows related to one-time employee termination payments as part of the Company's restructuring actions when compared to the first nine months of 2025. The decrease in cash flow provided by operating activities was partially offset by lower net cash outflow related to the origination of retail finance receivables classified as held for sale, net of proceeds from the collection and sales of retail finance receivables held for sale, when compared to the first nine months of 2025. 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.
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 September 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 $25.8 million and related accrued interest and penalties of $13.9 million as of September 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)
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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 nine months 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 nine months of 2026. There were no comparable proceeds in the first nine months of 2025. Additionally, in the first nine months of 2025, the Company had $125.4 million of net proceeds from the sale of securitization beneficial interests which did not recur in the first nine months of 2026. Capital expenditures were $64.4 million in the first nine months of 2026 compared to $102.1 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)
The Company had net cash outflows related to finance receivables held for investment during the first nine months of 2026 compared to net cash inflows during the first nine months of 2025, which resulted in a net decrease in cash flows from investing activities of $608.7 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.
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Financing Activities
The Company’s financing activities consist primarily of dividend payments, share repurchases, and debt activity.
The Company paid dividends of $0.5625 and $0.54 per share totaling $60.4 million and $66.3 million during the first nine months of 2026 and 2025, respectively.
Cash outflows for share repurchases were $191.2 million in the first nine months of 2026 compared to $193.2 million in the same period last year. Share repurchases during the first nine months of 2026 included $184.0 million related to 8.2 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 nine months of 2026 also included $7.2 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.
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 September 30, 2026, there were 12.0 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 $0.6 billion in the first nine 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):
September 30,
2026		September 30,
2025
Outstanding debt:
Unsecured commercial paper$470,420 $684,741 
Asset-backed Canadian commercial paper conduit facility— 49,642 
Asset-backed U.S. commercial paper conduit facility242,575 399,502 
Asset-backed securitization debt, net— 62,635 
Medium-term notes, net1,329,066 3,219,793 
Term loan— 448,261 
Senior notes, net297,374 297,247 
$2,339,435 $5,161,821 
Deposits, net$537,413 $554,468 
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 $537.4 million and $554.5 million, net of fees, of interest-bearing brokered certificates of deposit outstanding as of September 30, 2026 and
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September 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 September 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.
Medium-Term Notes – The Company had the following unsecured medium-term notes issued and outstanding at September 30, 2026 (in thousands):
Principal AmountRateIssue DateMaturity Date
$500,0003.05%February 2022February 2027
$144,9035.95%June 2024June 2029
    $692,173(a)
5.61%March 2025March 2030
(a)€610.0 million par value remeasured to U.S. dollars at September 30, 2026
The U.S. dollar-denominated medium-term notes provide for semi-annual interest payments and the foreign currency-denominated medium-term note provides 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 $8.0 million and $17.7 million at September 30, 2026 and September 30, 2025, respectively.
Unsecured Note Maturities and Redemptions —There were no medium-term note maturities during the third quarters of 2026 or 2025, the second quarter of 2026, or the first quarter of 2025. During the first quarter of 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 July 1, 2025, the Company entered into a term loan facility that permitted the Company to draw up to $450.0 million on or prior to July 31, 2025. On July 24, 2025, the Company drew $450.0 million under the facility which carried an interest rate of term Secured Overnight Financing Rate (SOFR) plus a margin based on the Company's credit rating. The Company used the proceeds to pay down the principal and interest of the $450.0 million 3.50% senior notes that matured in July 2025. In November 2025, the Company used proceeds from the sale of a significant portion of its retail finance receivables in the second half of 2025 to pay down the principal and interest of the term loan facility in full.
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
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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 September 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 nine 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 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. The expected remaining term of the related receivables held by the SPE is approximately 6 years. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of September 30, 2026, the U.S. Conduit Facility had an expiration date of October 30, 2026. Subsequent to September 30, 2026, the Company renewed and amended the facility prior to its expiration. Refer to Note 18 of the Notes to Consolidated financial statements for further information about the renewal.
Quarterly transfers of U.S. retail motorcycle finance receivables to the U.S. Conduit and the respective proceeds were as follows (in millions):
20262025
TransfersProceedsTransfersProceeds
First quarter$— $— $179.5 $155.0 
Second quarter— — — — 
Third quarter304.3 260.2 — — 
$304.3 $260.2 $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 SPEs, which in turn issue secured notes with various maturities and interest rates to investors. All of the notes issued by the SPEs 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
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until the associated debt and other obligations are satisfied. Restricted cash balances held by the SPEs 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 on-balance sheet asset-backed securitization VIEs during the first nine months of 2026. Quarterly transfers of U.S. retail motorcycle finance receivables to on-balance sheet asset-backed securitization VIEs, 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
Third quarter— — — 
$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 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
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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 September 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. In the fourth quarter of 2026, LiveWire Group, Inc. disclosed conditions and events that raise substantial doubt about its ability to continue as a going concern and withdrew its operating income/(loss) guidance. LiveWire Group, Inc. continues to evaluate and pursue several initiatives to improve liquidity and extend its cash runway, including reducing operating expenditures, optimizing working capital, pursuing strategic partnerships, and evaluating comprehensive financing and other strategic opportunities or investments, sales, and other strategic transactions to raise additional capital through debt financing, equity offerings, or other financing arrangements intended to support its operations and execution of its business plan. To address its liquidity issues, LiveWire Group, Inc. formed a special restructuring committee of its board of directors to review and recommend any debt or equity or other financing, sale, restructuring, recapitalization strategic transaction, or other similar opportunity or transaction. LiveWire Group, Inc. continues to evaluate and pursue comprehensive financing and other strategic alternatives, which may include significant capital raises, strategic partnerships or investments, sales, and other strategic transactions, intended to support its operations and execution of its business plan; however, there can be no assurance that such efforts will be successful or that any such transaction will be available on terms acceptable to LiveWire Group, Inc., its lienholders or its stockholders. If its efforts are unsuccessful, the Company may be required to record asset impairment charges related to a portion of its EV assets, primarily certain long-lived assets held in its LiveWire segment.
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 September 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 motorcycle; (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) 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; (p) 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 obtain sufficient funding from sources other than the Company to sustain its operations, particularly in light of LiveWire's recent disclosure that it determined that conditions and events raise substantial doubt about LiveWire's ability to continue as a going concern, (ii) the ability of LiveWire to execute its plans to develop, produce, market and sell its electric vehicles; (iii) the demand for and consumer willingness to adopt two- and three-wheeled electric vehicles; 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; (q) 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; (r) maintain a productive relationship with Hero MotoCorp as a distributor and licensee of the Harley-Davidson brand name; (s) 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; (t) 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; (u) 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; (v) accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices; (w) manage the credit quality, the loan servicing and collection activities, and the recovery rates of HDFS's loan portfolio; (x) prevent a ransomware attack or cybersecurity incidents and data privacy breaches and respond to related evolving regulatory requirements; (y) 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; (z) manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles; (aa) implement and manage enterprise-wide information technology systems, including systems at its manufacturing facilities; (bb) 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; (cc) manage its exposure to product liability claims in a manner that avoids or successfully mitigates the impact of substantial jury verdicts and manage exposure in commercial or contractual disputes; (dd) continue to manage the
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relationships and agreements that the Company has with its labor unions to help drive long-term competitiveness; (ee) realize the desired business benefits from KKR's and PIMCO's investments in HDFS; (ff) manage risks related to functions the Company outsources and the use of artificial intelligence by the Company and its vendors and suppliers; (gg) optimize capital allocation in light of the Company's capital allocation priorities; (hh) manage the Company's share repurchase strategy; (ii) manage issues related to climate change and related regulations; and (jj) 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 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.
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 September 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.
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 September 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 September 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
July 1 to July 31528,731 $25 528,731 14,944,655 
August 1 to August 311,149,589 $27 1,149,589 13,795,436 
September 1 to September 301,766,985 $26 1,766,985 12,028,915 
3,445,305 $26 3,445,305 
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 3.4 million shares on a discretionary basis during the quarter ended September 30, 2026. As of September 30, 2026, 12.0 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 obligations arising in connection with plan awards by electing to (a) have the Company withhold shares otherwise issuable
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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 third quarter of 2026, the Company acquired 7,235 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 September 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
Director and Executive Stock Ownership Requirements as amended effective September 3, 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: November 4, 2026/s/ Jonathan R. Root
Jonathan R. Root
Chief Financial Officer and Chief Commercial Officer
(Principal financial officer)
 
Date: November 4, 2026/s/ Bryan A. Beck
Bryan A. Beck
Chief Accounting Officer
(Principal accounting officer)

88

HARLEY-DAVIDSON, INC.
Board of Director and Executive
Stock Ownership Requirements
1.Requirements
The Board of Directors (“Board”) of Harley-Davidson, Inc. (“HDI”) believes that a significant way to reinforce the link among the interests of Non-Employee Directors, Executives, and Shareholders is to have Non-Employee Directors and Executives own a certain amount of HDI securities or common stock. Management has recommended and the Board has approved the following formal minimum ownership requirements (the “Stock Ownership Requirements”).

Groups
Multiple of Base Salary or
Non-Employee Director Base Annual Retainer Fee
CEO
6X
CEO Direct Reports1
3X
Exec 3 - Exec 1 Band
1X
Non-Employee Directors
5X
2.Implementation

All persons in Groups listed in section 1 of these Stock Ownership Requirements are required to: (i) retain 100% of Net Shares that they acquired through the Incentive Stock Plan that vested prior to January 1, 2025 until they comply with the applicable multiple of base salary or retainer requirements set forth in Section 1; and (ii) retain at least 50% of Net Shares that they acquired through the Incentive Stock Plan that vested on or after January 1, 2025. “Net Shares” are defined as the number of shares remaining after the sale or withholding of shares to cover taxes and/or exercise costs.
Notwithstanding the requirement to retain 50% of Net Shares set forth above, if an Executive or Non-Employee Director exceeds the applicable multiple of base salary or retainer requirement set forth in the Stock Ownership Requirements, the Executive or Non-Employee Director may sell their shares in HDI provided that: (i) they otherwise remain in compliance with the applicable multiple of base salary or retainer requirements on the date of the sale; and (ii) the sale otherwise complies with applicable laws, Company policies, and related requirements.
Vested and unvested Restricted Stock and Restricted Stock Units, shares held in 401(k) accounts, deferred Stock Units and shares of common stock directly held by the applicable individual count toward satisfying these Stock Ownership Requirements. Unearned Performance Shares and vested stock options do not count for purposes of compliance with the stock ownership guidelines.
1 Does not include Executive Assistants


The Human Resources Committee (the “HR Committee”) will annually review Executives' and Non-Employee Directors' stock ownership levels and compliance with these Guidelines.
3.Exceptions/Exemptions
If compliance with these Requirements would create a severe hardship or prevent an Executive or Non-Employee Director from complying with a court order (e.g., in the case of a divorce settlement), these Requirements may be modified or waived. Exceptions or Exemptions from these Requirements are subject to the discretion of the Human Resources Committee.
4.Failure to Comply
If an Executive or Non-Employee Director fails to comply with these Requirements, such individual may be subject to a reduction in or restriction of future incentive stock awards at the discretion of the Human Resources Committee, or CEO and CHRO, as applicable.
Approved: August 15, 2002
Last Revised: September 3, 2026

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: November 4, 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: November 4, 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 September 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: November 4, 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