Harley-Davidson: 2025 DEF 14A Proxy Statement

Harley-Davidson, Inc.

3700 West Juneau Avenue

Milwaukee, Wisconsin 53208

877-HDSTOCK (437-8625) (toll-free)

April 3, 2025

Dear Shareholders,

On behalf of the Harley-Davidson Board of Directors and the entire team, I want to express our gratitude for your support of Harley-Davidson and our Hardwire strategic plan.

In the fourth year of our strategy, we faced considerable challenges from ongoing cyclical headwinds in the discretionary products market. Furthermore, high-interest rates dampened consumer confidence and made premium items less accessible across various sectors, including our own.

Despite these hurdles, we continued to progress in critical areas of our strategic plan, which we believe positions the Company for profitable growth in the future. The introduction of our 2024 Street Glide® and Road Glide® Touring motorcycles contributed to nearly +5% growth in the U.S. Touring segment, boosting Harley-Davidson’s market share in this category to almost 75%, a rise of 3.5 percentage points compared to 2023.

The launch of these Touring motorcycles was a key element of our Profit Focus initiative under The Hardwire strategy. The decisions we’ve made as part of our Hardwire approach have allowed us to regain profitability while ensuring we have a robust product pipeline for years ahead.

We are confident that the decisions we have made and our daring actions aligned with our Hardwire strategy continue to solidify our foundation for future success. We will persist in exploring transformative opportunities and remain committed to meeting our Hardwire profit objectives over time.

Key highlights from The Hardwire strategic plan include:

Profit Focus

We maintained emphasis on our core products while investing in essential segments for the future. These efforts are supported by our conviction that focusing on our most profitable areas and enhancing the customer experience through our dealer network will deliver long-term value.

Selective Expansion and Redefinition

Our approach to Selective Expansion and Redefinition reflects our commitment to excel in promising markets and motorcycle segments. Along with low-end motorcycle offerings in key markets, the Adventure Touring segment shows potential for future growth for the Company.

Growth Beyond Bikes

We’re dedicated to developing products, services, and experiences that inspire our customers to embrace adventure and the Harley-Davidson lifestyle. In 2024, we proudly partnered with Champion once more in the history of the Company, and we will continue seeking brand collaborations that resonate with our customers and communities while expanding our licensing prospects worldwide.

LETTER FROM THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN

Enhanced Customer Experience

We increased our digital investments in 2024, aimed at driving traffic to our dealers. These initiatives led to a remarkable 177% rise in engagements with motorcycle pages during the model year 2025 rollout. We improved our event offerings globally, better aligning our initiatives with those of our dealer network. Our second annual Homecoming event in Milwaukee attracted over 60,000 riders, fans, and motorcycle enthusiasts celebrating the Harley-Davidson brand.

Proudly, the Harley-Davidson Riding Academy achieved the milestone of training one million riders in 2024. HDRA remains the largest rider training network in the U.S. and the only nationwide rider licensing program supported by a motorcycle manufacturer.

Looking Ahead

With the 2025 model year campaign, we unveiled all-new and refreshed motorcycles aligning with our Profit Focus and Selective Expansion strategic objectives.

The new Harley-Davidson Cruiser motorcycle lineup includes six fresh models with significantly upgraded performance and technology. Additionally, we revamped the powerful Sportster® S model and introduced a limited-production collection of four CVOTM motorcycles for their 26th anniversary.

New for 2025 are the Street Glide® Ultra, a fully equipped long-distance Touring model, and the Pan America® 1250 ST adventure sport motorcycle.

Our Road. Our Rules. Let’s Ride.

It takes a dedicated team, and we have an exceptional one at Harley-Davidson. I want to extend my appreciation to our employees united in their passion for this brand.

Achieving 122 years of continuous operation reflects our grit, determination, and unwavering ambition to succeed. You can depend on Harley-Davidson to endure, innovate, adapt, and lead. We will always remain, the heartbeat of the American dream—proudly manufacturing the best motorcycles worldwide, regardless of the situation.

Thank you for your investment and belief in the everlasting pursuit of adventure and freedom for the soul.

Jochen Zeitz

President and Chief Executive Officer

Chairman of the Board

Harley-Davidson, Inc.

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   HARLEY-DAVIDSON,INC. • 2025 PROXY STATEMENT

April 3, 2025

Notice is hereby provided that the 2025 Annual Meeting of Shareholders will be conducted virtually (via live audio webcast) on May 14, 2025, at 3:00 PM Central Daylight Time, to vote on the items listed below.

We strongly encourage you to submit your proxy at the earliest opportunity. If the records of our transfer agent indicate you held shares in your own name or through our Dividend Reinvestment Plan at the end of business on March 6, 2025, you may vote (1) online at www.proxyvote.com, (2) by participating virtually online at www.virtualshareholdermeeting.com/HOG2025,

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   by mail after requesting a printed copy of the Proxy Statement, proxy card, and Annual Report on Form 10-K, following the instructions detailed in the proxy card, or (4) by phone after reviewing the Proxy Statement and Annual Report on Form 10-K at www.proxyvote.com.

If you own shares “in street name” (through a broker, bank, or another nominee), we advise you to provide voting instructions to your bank, broker, or other nominee. Street name holders may also vote via phone or online if their banks or brokers offer these methods and will provide you with instructions alongside this Proxy Statement.

By Order of the Board of Directors,

Harley-Davidson, Inc.

Paul J. Krause

Corporate Secretary

Milwaukee, Wisconsin

April 3, 2025

2025 PROXY STATEMENT • HARLEY-DAVIDSON,INC. iii

This overview provides important information to consider prior to voting on the matters presented at this year’s Annual Meeting of Shareholders. It does not encompass all necessary details you should assess, and we encourage you to read the entire Proxy Statement thoroughly before voting.

Item 1: To elect ten Directors to the Board of Directors

Our Board of Directors unanimously advises that you vote “FOR” the election of all ten Director nominees.

Director Nominees

1. HARLEY-DAVIDSON,INC. • 2025 PROXY STATEMENT

PROXY SUMMARY

Item 2: To approve, by advisory vote, the compensation of our Named Executive Officers

In line with our commitment to shareholder engagement and SEC regulations, we provide our shareholders the opportunity to vote on an advisory basis regarding our Named Executive Officers’ compensation. Therefore, input from shareholders is being sought via this advisory vote on the compensation of our NEOs as outlined in the Compensation Discussion and Analysis section and the associated compensation tables in this Proxy Statement according to SEC rules.

Our Board of Directors unanimously recommends a vote “FOR” this proposal.

Our executive compensation principles emphasize pay-for-performance. Several aspects of our compensation are linked to performance measures approved by the Human Resources Committee. For instance: (i) the annual Short-Term Incentive Plan (“STIP”) and our performance shares stipulate that financial performance, must be met before recipients can access this compensation; (ii) the equity aspect of our compensation plan yields higher gains when our stock price rises. Our goals and principles are as follows:

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  Pay-for-performance | Rewarding outstanding performance with higher pay outcomes, while minimizing or eliminating payouts when performance expectations fall short;
• Aligning with shareholder interests | Utilizing equity-based awards and stock ownership guidelines to direct management focus on sustainable long-term growth and share price appreciation;
• Encouraging results and behaviors | Striking a balance between rewarding short-term success and long-term performance while deterring excessive or inappropriate risks;
• Aligning metrics with strategy and operations | Selecting performance measures reflective of our strategic goals with objectives that are challenging, yet viable, during the specified period; and
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  Competitively targeting compensation | Establishing target pay competitively relative to the 50th percentile of our compensation peer group to stay competitive and attract top executive talent.

Item 3: To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025

Our Board of Directors unanimously endorses a vote “FOR” the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Item 4: To approve the Harley-Davidson, Inc. 2025 Director Stock Plan

Our Board of Directors unanimously advocates a vote “FOR” approval of the Harley-Davidson, Inc. 2025 Director Stock Plan.

Action will also be taken on any other matters that may properly come before the 2025 Annual Meeting of Shareholders and any related adjournments or postponements of that meeting.

The Board of Directors or proxyholders will exercise discretion on other matters that might arise during the 2025 Annual Meeting of Shareholders as permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934.

2025 PROXY STATEMENT • HARLEY-DAVIDSON,INC. v

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Harley-Davidson, Inc. (the “Company”) intends for certain matters discussed in this Proxy Statement to constitute “forward-looking statements” that qualify for the safe harbor established by the Private Securities Litigation Reform Act of 1995. These statements can generally be identified by the context or by words such as “believes,” “anticipates,” “expects,” “plans,” “may,” “will,” “estimates,” “targets,” “intends,” “forecasts,” or similar terms. Similarly, forecasts that describe future expectations, plans, strategies, objectives, outlooks, targets, guidance, or goals are also categorized as forward-looking statements. Such statements carry certain risks and uncertainties that can lead to actual results differing materially, either favorably or unfavorably, from what is anticipated. Stakeholders, potential investors, and other readers should consider these factors when evaluating the forward-looking statements and should not place undue reliance on them. Forward-looking statements included in this Proxy Statement are made only as of the date of this Proxy Statement, and the Company disclaims any responsibility to publicly update any forward-looking statements to reflect new events or circumstances.

Important factors that could affect future results include, but are not limited to, the Company’s ability to: (a) execute its business plans, including The Hardwire, and the evolution of LiveWire as a standalone brand, along with the risks noted below; (b) manage supply chain and logistics concerns, including quality issues, unforeseen interruptions, price fluctuations caused by supplier volatility, raw material shortages, inflation, conflicts, or natural disasters; (c) effectively manage the impact of any new, reinstated, or altered tariffs on the Company’s sales of domestic and international products; (d) accurately analyze changing market conditions, interest rates, and geopolitical environments; (e) predict and respond to changes in foreign currency exchange rates and other economic variables; (f) sustain and enhance the value of the Harley-Davidson brand in light of possible boycott actions and other detrimental behaviors; (g) manage through changing general economic and business conditions, including shifts in domestic and international politics; (h) gain access to capital and/or credit markets on favorable terms; (i) effectively manage global manufacturing and assembly operations; (j) develop and introduce accepted products, services, and experiences while achieving desired sales and financial returns; (k) operate competitively against existing and new market entrants; (l) mitigate risks associated with prices and supply of used motorcycles; (m) prevent or address issues related to motorcycle quality and manufacturing; (n) manage and reduce costs effectively throughout operations; (o) enhance the capabilities of distributors and dealers while navigating through changes in demand; and (p) realize business advantages from LiveWire’s operation as a public entity.

1. HARLEY-DAVIDSON,INC. • 2025 PROXY STATEMENT