Form 4: Harley-Davidson CFO Exercises RSUs, Adjusts Holdings

Harley-Davidson's CFO, Jonathan R. Root, reported multiple transactions involving the exercise of restricted stock units and subsequent tax-related sales of common stock.

Summary

• Jonathan R. Root, the Chief Financial Officer and Chief Compliance Officer of Harley-Davidson, Inc. (HOG), reported changes in his beneficial ownership of company securities.
• Transactions occurred on February 5, 6, and 9, 2026, involving the acquisition of common stock through the exercise of Restricted Stock Units (RSUs) and the disposition of common stock to cover tax withholding obligations.
• All reported transactions were conducted pursuant to a Rule 10b5-1(c) plan, indicating pre-arranged trading.
• On February 5, 2026, Root acquired 3,168 shares of common stock and disposed of 1,097 shares at $20.51 per share for tax purposes.
• On February 6, 2026, Root acquired 9,980 shares of common stock and disposed of 3,000 shares at $20.01 per share for tax purposes.
• On February 9, 2026, Root acquired 1,186 shares of common stock and disposed of 348 shares at $20.49 per share for tax purposes.
• Following these transactions, Root's direct beneficial ownership of common stock increased to 32,083 shares.
• Root also holds 14,944.8804 shares of common stock indirectly through a 401(k) Plan.
• Remaining derivative holdings include 3,169 Restricted Stock Units from a February 5, 2025 grant and 19,961 Restricted Stock Units from a February 6, 2026 grant.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine insider transaction related to executive compensation, with the CFO increasing his overall direct shareholding despite tax-related sales, which is a neutral to slightly positive signal.

Positives

• The CFO's exercise of Restricted Stock Units indicates the vesting of equity compensation, a standard component of executive pay.
• The transactions were executed under a Rule 10b5-1(c) plan, demonstrating adherence to insider trading compliance protocols.

Negatives

• Sales of common stock, even for tax withholding purposes, result in a reduction of the insider's direct equity stake in the company.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving equity compensation, are common across industries. The use of a 10b5-1 plan is standard practice for executives to manage their equity holdings while adhering to insider trading regulations.

Comparison to Industry Standards

• Insider equity compensation and subsequent tax-related sales are standard practice for executives in publicly traded companies across various sectors, including automotive and powersports.
• Companies like Polaris Inc. (PII) and Brunswick Corporation (BC) also utilize similar equity incentive structures for their leadership, where RSUs vest over time and are often partially sold to cover tax liabilities upon exercise.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership changes, which can influence investor confidence.
• Employees: Reflects standard executive compensation practices within the company.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the exercise of Restricted Stock Units and subsequent tax-related sales. While the CFO's direct shareholding increased overall, these are not discretionary open-market purchases or sales that would typically signal a strong 'buy' or 'sell' recommendation. The transactions are expected and do not provide new fundamental information to alter an existing investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Harley-Davidson, HOG, Form 4, Insider Trading, CFO, Restricted Stock Units, Equity Compensation, Stock Ownership, Rule 10b5-1