Form 4: Harley-Davidson CHRO Termaat Exercises RSUs, Boosts HOG Stake

Harley-Davidson's Chief Human Resources Officer, Tori Termaat, reported the exercise of Restricted Stock Units and subsequent acquisition of common stock, alongside dispositions for tax obligations.

Summary

• Tori Termaat, Chief Human Resources Officer of Harley-Davidson, Inc. (HOG), reported multiple transactions involving company common stock and Restricted Stock Units (RSUs).
• On February 5, 2026, Termaat acquired 1,515 shares of common stock through the exercise of RSUs and disposed of 793 shares at $20.51, likely for tax withholding.
• On February 6, 2026, an additional 3,143 shares were acquired from RSU conversions, with 1,644 shares disposed of at $20.01 for tax purposes.
• On February 9, 2026, 1,074 shares were acquired from RSU conversions, and 562 shares were disposed of at $20.49 for tax obligations.
• Following these transactions, direct beneficial ownership of common stock stands at 15,462 shares, in addition to 38.3377 shares held indirectly through a 401(k) plan.
• The RSU conversions resulted in a net increase of 2,733 shares of common stock held directly.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as the insider's net beneficial ownership of common stock increased, indicating continued alignment with shareholder interests, despite the tax-related dispositions.

Positives

• Acquisition of 5,732 shares of common stock through the exercise of Restricted Stock Units (RSUs) over three separate dates (1,515 shares on Feb 5, 3,143 shares on Feb 6, and 1,074 shares on Feb 9).
• The net effect of the transactions was an increase in direct beneficial ownership of common stock by 2,733 shares.

Negatives

• Disposition of 2,999 shares of common stock across three dates (793 shares at $20.51, 1,644 shares at $20.01, and 562 shares at $20.49), likely for tax withholding purposes related to RSU vesting.

Future Outlook

The filing indicates future vesting schedules for Restricted Stock Units, with one-third of units granted vesting on each of the first three anniversaries of the grant date, subject to forfeiture until vested. Specific expiration dates for remaining RSUs are 02/05/2027 and 02/06/2028.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as RSU exercises and subsequent tax-related dispositions, are common across publicly traded companies. These transactions reflect standard executive compensation practices and do not typically signal broader industry trends or competitive shifts for Harley-Davidson within the motorcycle manufacturing sector.

Comparison to Industry Standards

• StockSavvy.ai observes that the RSU vesting and tax-related sales are standard components of executive compensation packages across various industries, including automotive and consumer discretionary.
• For example, similar patterns of RSU exercises and 'sell-to-cover' transactions are seen at companies like Ford Motor Company (F) or Polaris Inc. (PII), where executives convert equity awards into shares and sell a portion to cover tax liabilities, maintaining a net increase in their equity stake.

Stakeholder Impact

• Minimal direct impact on shareholders, customers, suppliers, or creditors, as these are routine insider compensation-related transactions.
• Employees may view the executive's increased equity stake as a sign of confidence in the company's future.

Next Steps

• Continued vesting of remaining Restricted Stock Units on their respective anniversary dates.

Key Dates

Keywords

Harley-Davidson, HOG, Tori Termaat, Insider Trading, Form 4, Restricted Stock Units, RSU, Common Stock, Beneficial Ownership, Executive Compensation