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.

2025 PROXY STATEMENT • HARLEY-DAVIDSON,INC.

i

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.


  1. 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.


ITEMS TO BE VOTED ON:


  1. To elect ten Directors to the Board of Directors;

  2. To approve, by advisory vote, the compensation of our Named Executive Officers;

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

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

We will also address any other business that may properly come before the 2025 Annual Meeting of Shareholders, and any adjournments or postponements of that meeting.

The Board of Directors unanimously recommends a vote “FOR” the election of each Director nominee and “FOR” items 2, 3, and 4. The Board of Directors or proxyholders will exercise discretion on other matters that may arise at the 2025 Annual Meeting of Shareholders as authorized by Rule

14a-4(c) under the Securities Exchange Act of 1934.

Voting Instructions:

March 6, 2025, is the record date for identifying shareholders entitled to notice of and to vote at the 2025 Annual Meeting of Shareholders, including any adjournments or postponements of that meeting. If you held your shares as of the market close on March 6, 2025, you can cast your vote using one of the following methods:

ONLINE

You can cast your vote online at proxyvote.com

BY PHONE

In the U.S. or Canada, you can vote your shares toll-free. Refer to your proxy card or voting instruction form for the toll-free number.

MAIL

You can vote via mail by marking, dating, and signing your proxy card or voting instruction form, then returning it in the prepaid envelope provided.

VIRTUAL PARTICIPATION ONLINE

You will not be able to attend the 2025 Annual Meeting of Shareholders in person. You or your proxyholder may participate, vote, and analyze our shareholder list at the 2025 Annual Meeting of Shareholders by visiting www.virtualshareholdermeeting.com/HOG2025 and utilizing your control number from your proxy card.

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,


  1. 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

OTHER CURRENT

BOARD COMMITTEES

AGE

DIRECTOR

INDEPENDENT

PUBLIC

AFC HRC NCGC SSC

SINCE

DIRECTORSHIPS

Troy Alstead

Levi Strauss & Co,

62

2017

X

Array Technologies,

Owner and CEO of Harbor O5 LLC

Inc., and Heritage

Former COO & Former CFO of Starbucks Corp.

Distilling Holding

Company, Inc.

Jared D. Dourdeville

36

2022

X

Partner at H Partners Management, LLC a/k/a

H Partners

James Duncan Farley, Jr.

President and Chief Executive Officer of Ford Motor Company

Lori Flees

Chief Executive Officer and President of Valvoline Inc.

Allan Golston

President, United States Program for the Bill & Melinda Gates Foundation

Sara Levinson

Co-founder and Former Director of Katapult Studio and formerly President of NFL Properties, Inc.

Norman Thomas Linebarger

Former Executive Chairman of Cummins Inc.

Former Chairman and Chief Executive Officer of

Cummins Inc.

Rafeh Masood

Chief Growth and Digital Officer of Royal Caribbean Group

Former Executive Vice President and Chief Customer Officer of Bed, Bath & Beyond Inc.

62

2021

X

Ford

54

X

Valvoline Inc.

58

2017

X

Stryker Corporation

74

1996

X

Macy’s, Inc.

62

2008

X

Republic Services,

Inc.

46

2022

X

Maryrose Sylvester

Waste Management,

Former U.S. Head of Electrification and U.S.

59

2016

X

Inc., Vontier

Managing Director of ABB Group

Corporation and

Former President and CEO of Current, powered by

Flex, Ltd.

GE

Jochen Zeitz

61

2007

LiveWire Group, Inc.

Chairman of the Board, President, and Chief

Executive Officer of Harley-Davidson, Inc.

AFC:

Audit and Finance Committee

SSC:

Sustainability and Safety Committee

HRC:

Human Resources Committee

:

Member and Committee Chair

NCGC: Nominating and Corporate Governance Committee

:

Member

  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:


  • 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

  • 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

PROXY SUMMARY

such as disruptions to supply chains; difficulties in maintaining operations; and government actions or restrictions in response to such factors, including pandemics and protests. These factors could adversely affect our ability to conduct normal operations and results.

The Company’s ability to market its motorcycles and related products heavily relies on its network of dealers, who must effectively engage in retail sales strategies to attract customers. Additionally, the operational success and retail capabilities of the Company’s dealers can be impacted by varying economic conditions or other unforeseen influences.

Retail credit losses within Harley-Davidson Financial Services (“HDFS”) have recently normalized following a period of historically low figures. The Company anticipates that fluctuations in HDFS’s credit results will continue to evolve based on consumer credit behaviors, macroeconomic factors, and lending practices, which could influence motorcycle values and subsequent credit losses.

The Company’s operations and the demand for its products may be negatively affected by factors such as work stoppages, facility closures, strikes, severe weather conditions, and geopolitical tensions like the Ukraine conflict. A full list of risk factors and further discussions can be found in “Risk Factors” under Item 1.A of the Company’s Annual Report on Form 10-K for the year ending December 31, 2024.

2025 PROXY STATEMENT • HARLEY-DAVIDSON,INC. vii

PROXY SUMMARY

INCLUSIVE STAKEHOLDER MANAGEMENT

The Hardwire, our five-year strategic framework, focuses on profitable growth and enhanced shareholder value by increasing the appeal of Harley-Davidson. The implementation of The Hardwire has involved an inclusive approach to stakeholder management aimed at generating value for all involved parties. This includes attention to environmental, social, and governance considerations, alongside our corporate commitments to transparency. We report on these initiatives annually. The 2023 HOG ESG Data Appendix (“ESG Data Appendix”) was released in December 2024. Further information regarding our 2024 Inclusive Stakeholder Management (“ISM”) and ESG data will be made available later this year. The information in the ESG Data Appendix is not incorporated by reference into this Proxy Statement. As highlighted in the ESG Data Appendix, we have undertaken numerous initiatives, established certain goals, and achieved several milestones, including:

Environmental:


  • Responded to the CDP Climate questionnaire for the third time in October 2024, with Q1 2025 being the second year our score will be publicly available.

  • Met the goal set with the Department of Energy’s Better Buildings, Better Plants pledge, achieving a 25% reduction in portfolio energy intensity across three U.S. manufacturing plants since our initial pledge in 2017.

  • In 2024, our engineering team advanced various material innovations leading to both cost reductions and sustainability enhancements. Collaborations with suppliers have yielded new grades of nylon sourced from recycled ocean plastics, carbon black made from recycled tires, and bio-based handgrips.


Social:

Inclusion and Employee Well-being:


  • We sustained our emphasis on overall employee well-being, focusing on physical, mental, financial, and social health. Continued investments were made in our mental health platform, and we added a Health Promotion Specialist role.
  • By December 31, 2024, our global workforce comprised about 5,900 employees, including 5,100 at Harley-Davidson Motor Company (“HDMC”), 200 at LiveWire, and 600 at Harley-Davidson Financial Services. Of our workforce, 82.5% are based in the U.S., with 57.9% in salaried positions and 34.8% representing approximately 2,000 hourly unionized employees at our U.S. manufacturing plants.
  • We continued our Total Rewards strategy, which encompasses performance-based pay, pay transparency, and annual market evaluations. The Company maintained competitive medical, dental, vision, life, disability, and retirement benefits.

  • Our firm commitment to safety is evidenced by policies and systems that foster a secure work environment. Open communication regarding safety concerns is encouraged. We ended 2024 with a commendable 0.4 recordable rate, 0.3 restricted time (DART) rate, and 0.1 lost time (DAFWII) rate.

  • We carried out talent reviews across all levels of salaried employees to assess our organization’s top talent and to assist in the tailored development of that talent.

  • We gauged employee sentiment and engagement levels, providing learning resources to aid leaders in enhancing team dynamics and overall employee experiences. Over 1,500 salaried personnel tapped into approximately 6,000 learning resources on our digital learning platforms, centering mainly on leadership, goal-setting, and talent management.

  • Engaged with over 350 new employees in the New Employee Community and New Employee Resource Hub following their onboarding, offering them essential resources and learning opportunities for support during their first six months.
  1. HARLEY-DAVIDSON,INC. • 2025 PROXY STATEMENT

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Harley-Davidson Inc. published this content on April 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 23, 2025 at 17:08 UTC.