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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2025

Harley-Davidson, Inc.

(Exact name of registrant as specified in its charter)

Wisconsin

1-9183

39-1382325

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

3700 West Juneau Avenue, Milwaukee, Wisconsin 53208

(Address of principal executive offices, including zip code)

(414) 342-4680

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

COMMON STOCK, $0.01 par value per share

HOG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐


Item 5.02			Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignations

On September 9, 2025 and September 10, 2025, respectively, Sara Levinson and N. Thomas Linebarger announced their retirement from the Board of Directors (the “Board”) of Harley-Davidson, Inc. (“the Company”), effective September 15, 2025. Neither Ms. Levinson’s decision nor Mr. Linebarger’s decision was the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Troy Alstead, Presiding Director, commended Mr. Linebarger and Ms. Levinson on their contributions to the Company stating: “We are deeply grateful to Tom and Sara for their years of dedicated service to Harley-Davidson and our shareholders. Throughout their tenure, they have guided the Company through significant challenges with steady leadership and unwavering commitment. We thank them sincerely for their contributions and wish them the very best in their future endeavors.”

Director Appointments

On September 12, 2025, the Board appointed Daniel J. Nova and Matthew J. Reintjes as new Directors, effective September 15, 2025. Messrs. Nova and Reintjes will serve as Directors with a term expiring at the Company’s 2026 Annual Meeting of Shareholders. The Board determined that each is independent according to the rules of the New York Stock Exchange. The Board also appointed Mr. Nova to the Board’s Human Resources Committee, Sustainability and Safety Committee, and Nominating and Corporate Governance Committee, and appointed Mr. Reintjes to the Board’s Audit and Finance Committee and Nominating and Corporate Governance Committee, effective September 15, 2025.

Daniel J. Nova

Since 1999, Mr. Nova has served as a General Partner of Highland Capital Partners, a venture capital firm, advising companies through periods of strategic growth and transition. From 2020 to 2022, Mr. Nova also served as the Chief Investment Officer of Highland Transcend Partners I Corp., a publicly traded special purpose acquisition company. Prior to joining Highland Capital, Mr. Nova was a Partner at CMGI @Ventures and Summit Partners. Mr. Nova has extensive board experience at public and private companies and currently serves as the Lead Independent Trustee of Eversource Energy.

Matthew J. Reintjes

Mr. Reintjes has served as President and CEO of YETI Holdings, Inc. since 2015, where he has overseen the company’s transformation into a leading global outdoor brand with a growing international customer base. Mr. Reintjes has been a member of YETI Holdings’ Board of Directors since 2016 and previously held executive roles at Vista Outdoor and Danaher Corporation, building a strong reputation in product innovation and operational excellence.

The Company’s Director Compensation Policy is applicable to Messrs. Nova and Reintjes as non-employee Directors. In connection with their election to the Board, Messrs. Nova and Reintjes each will receive a pro-rata portion of the current $110,000 annual retainer that the Company pays to non-employee Directors, as outlined in the Company’s Director Compensation Policy. Also, Mr. Reintjes will receive a pro-rata portion of the additional $5,000 retainer payable to members of the Audit and Finance Committee. At least 50% of the retainer will be paid in shares of the Company’s common stock and/or share units as required under the Company’s Director Compensation Policy.

In addition, Messrs. Nova and Reintjes each will also be awarded an annual grant of share units equal to $145,000 pursuant to the Company’s Director Stock Plan, which is the amount of share units last granted to each of the outside Directors under the plan, each share unit representing the value of one share of the Company’s common stock. Messrs. Nova and Reintjes will receive this compensation following their first Board meeting they attend as Directors.

A copy of the press release issued by the Company announcing the resignations of Ms. Levinson and Mr. Linebarger and the appointments of Messrs. Nova and Reintjes is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01			Financial Statements and Exhibits.

(d)Exhibits.


Exhibit No.			Description


99.1			Harley-Davidson, Inc. Press Release dated September 15, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARLEY-DAVIDSON, INC.

Date: September 15, 2025

/s/ Paul J. Krause

Paul J. Krause

Secretary

EX-99.1 2 harley-davidsonboardanno.htm EX-99.1 harley-davidsonboardanno

FOR IMMEDIATE RELEASE Harley-Davidson, Inc. Announces Appointment of Two New Independent Directors MILWAUKEE (September 15, 2025) - Harley-Davidson, Inc. ("Harley-Davidson") (NYSE: HOG) today announced that its Board of Directors (“Board”) has appointed two new independent directors, Daniel Nova and Matt Reintjes, effective September 15, 2025. Mr. Nova currently serves as General Partner of Highland Capital Partners, a venture capital fund. Mr. Reintjes is President and Chief Executive Officer at YETI Holdings, Inc. (NYSE: YETI). “Daniel and Matt distinguished themselves during our search with their broad business expertise spanning commercial strategy, brand and product development, operations, supply chain, and finance. These are skills that will be invaluable to Harley-Davidson, the Board, and Artie Starrs, as he steps into the CEO role later this year,” said Troy Alstead, Presiding Director. “Daniel has a proven track record of investing in and advising companies through transformative growth, coupled with his deep corporate governance, finance, and capital allocation experience. Matt brings the perspective of a successful, tenured CEO of a public company, leading a premium outdoor brand with an intensely loyal customer base, and the demonstrated ability to create innovative products and spur international growth. Their strengths will further enhance our Board, support the execution of our strategy and help propel Harley- Davidson toward its future vision.” Mr. Nova has served as a General Partner of Highland Capital Partners, a venture capital firm, since 1999. At Highland Capital Partners, he has played a critical role advising companies through periods of strategic growth and transition. Mr. Nova has extensive board experience at public companies, including thredUP and Eversource Energy, where he was named Lead Independent Trustee in 2024. “I am honored to join the Harley-Davidson board, and I look forward to working with the Board to continue building on the company’s storied legacy and advancing its transformation to drive growth and value creation,” said Mr. Nova. Mr. Reintjes has served as President and CEO of YETI Holdings, Inc. since 2015, and during his tenure has overseen the company’s transformation into a leading global outdoor brand with a growing international customer base. He previously held executive roles at Vista Outdoor and Danaher Corporation, building a strong reputation in product innovation and operational excellence. “Since 1903, the unique and iconic Harley-Davidson brand has represented a sense of freedom and the adventurous spirit of our riders. I am excited to join my fellow Board members in extending Harley- Davidson’s cultural legacy and delivering further value for our stakeholders,” said Mr. Reintjes. Directors Sara Levinson and Norman Thomas Linebarger announced their retirement from the Board on September 9, 2025, and September 10, 2025, respectively. Mr. Alstead added, “We are deeply grateful to Tom and Sara for their years of dedicated service to Harley-Davidson and our shareholders. Throughout their tenure, they have guided the company through significant challenges with steady leadership and unwavering commitment. We thank them sincerely for their contributions and wish them the very best in their future endeavors.” With the addition of Mr. Nova and Mr. Reintjes, the Board will have added four new independent members to its nine-member board in the last three years. In addition, as previously disclosed, the Board appointed Troy Alstead as Presiding Director effective July 30, 2025, and Chairman of the Board effective October 1, 2025.

2 Company Background  Harley-Davidson, Inc. is the parent company of Harley-Davidson Motor Company and Harley-Davidson Financial Services. Our vision: Building our legend and leading our industry through innovation, evolution and emotion. Our mission: More than building machines, we stand for the timeless pursuit of adventure. Freedom for the soul. Our ambition is to maintain our place as the most desirable motorcycle brand in the world. Since 1903, Harley-Davidson has defined motorcycle culture by delivering a motorcycle lifestyle with distinctive and customizable motorcycles, experiences, motorcycle accessories, riding gear and apparel. Harley-Davidson Financial Services provides financing, insurance and other programs to help get riders on the road. Harley-Davidson also has a controlling interest in LiveWire Group, Inc., the first publicly traded all-electric motorcycle company in the United States. LiveWire is the future in the making for the pursuit of urban adventure and beyond. Drawing on its DNA as an agile disruptor from the lineage of Harley-Davidson and capitalizing on a decade of learnings in the EV sector, LiveWire's ambition is to be the most desirable electric motorcycle brand in the world. Learn more at harley- davidson.com and livewire.com.  ### (HOG-OTHER)