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Manufacturing

Harley-Davidson Inc.

11/04/2026 | Press release | Distributed by Public on 11/04/2026 14:39

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, all references to the "Company" include Harley-Davidson, Inc. and all its subsidiaries. Harley-Davidson, Inc. operates in three segments: Harley-Davidson Motor Company (HDMC), LiveWire and Harley-Davidson Financial Services (HDFS).

The "% Change" figures included in the Results of Operations sections were calculated using unrounded dollar amounts and may differ from calculations using the rounded dollar amounts presented. Certain "% Change" deemed not meaningful (NM) have been excluded.

(1) Note Regarding Forward-Looking Statements

The Company intends that certain matters discussed in this report are "forward-looking statements" intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by reference to this footnote or because the context of the statement will include words such as the Company "believes," "anticipates," "expects," "plans," "projects," "may," "will," "estimates," "targets," "intends," "forecasts," "is on track," "remains confident," "seeks," "sees," "should," "feels," "commits," "assumes," "envisions," or words of similar meaning. Similarly, statements that describe or refer to future expectations, future plans, strategies, objectives, outlooks, targets, guidance, commitments or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially, unfavorably or favorably, from those anticipated as of the date of this report. Certain of such risks and uncertainties are described in close proximity to such statements or elsewhere in this report, including under the caption "Cautionary Statements" in this Item 2, as well as in Item 1A. Risk Factors, as well as in Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in the "Key Factors Impacting the Company" and the "Guidance" sections in this Item 2 are only made as of October 29, 2026 and the remaining forward-looking statements in this report are made as of the date of the filing of this report (November 4, 2026), and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Overview(1)

Net income attributable to Harley-Davidson, Inc. was $42.8 million, or $0.40 per diluted share, in the third quarter of 2026 compared to $377.4 million, or $3.10 per diluted share, in the third quarter of 2025.

In the third quarter of 2026, HDMC segment operating income was $44.3 million, a decrease of $9.8 million from the third quarter of 2025. The decrease in operating income from the HDMC segment for the third quarter of 2026 was driven primarily by lower motorcycle shipments, less beneficial product mix and pricing, and restructuring charges, partially offset by lower manufacturing costs, lower operating expenses and favorable currency impacts. Operating loss from the LiveWire segment in the third quarter of 2026 was $17.8 million compared to an operating loss of $18.2 million in the prior year quarter due primarily to higher electric motorcycle and balance bike shipments, partially offset by higher operating expenses. Operating income from the HDFS segment in the third quarter of 2026 was $10.8 million, down $428.1 million compared to the prior year quarter. The decline was primarily due to the impacts of the sale of the majority of HDFS's retail finance receivables in the prior year quarter to two counterparties, which resulted in a benefit realized in the provision for credit losses and a gain on the sale of securitization beneficial interests. The benefit realized in the provision for credit losses was driven by the release of the allowance for credit losses for retail finance receivables that were previously being held for investment and were reclassified as held for sale in advance of their sale in the fourth quarter of 2025. The decrease was also driven by lower interest income resulting from a smaller finance receivables portfolio, partially offset by lower interest expense and increased income from servicing fees. The settlement of debt previously used to fund the retail finance receivables that HDFS sold using proceeds from the sales of the debt reduced interest expense in 2026. Additionally, as a result of the sale of HDFS's retail finance receivables in the prior year quarter and ongoing sales of HDFS' retail finance receivables to the same two counterparties, HDFS earned fees for servicing the retail finance receivables it sold providing a benefit to other income in 2026.

Worldwide retail sales of new Harley-Davidson motorcycles in the third quarter of 2026 increased 5.4% compared to the third quarter of 2025. Retail sales were up 9.1% in North America and 0.7% in Asia Pacific, partially offset by a 5.3% decline in Europe. Refer to the Harley-Davidson Motorcycles Retail Sales and Registration Data section for further discussion of retail sales results.

Key Factors Impacting the Company(1)

New Chief Executive Officer and Strategic Plan - Effective October 1, 2025, the Company hired a new Chief Executive Officer (CEO). Soon after the new CEO's appointment, the Company initiated a comprehensive evaluation of its strategy and operations. The Company announced its new strategic plan, called "Back to the Bricks", during the second quarter of 2026. The Back to the Bricks strategic plan is designed to restore the Company's performance and position the Company to deliver profitable growth.

As part of its Back to the Bricks strategic plan, the Company has undertaken certain actions to reduce ongoing costs and is continuing to review its cost base in light of the current retail and wholesale environment. The Company expects these cost reduction actions to reduce its costs by at least $150 million compared to its 2025 cost base. The Company expects to identify opportunities and act on them so that it will realize these cost savings beginning in 2026 and to fully realize them by the end of 2027. In addition to these savings, the Company has set a target to achieve at least an additional $75 million benefit to HDMC profitability during the same time period through improved cost leverage and other activities that would result in a total annual benefit of at least $225 million.

The Company's strategic plan includes enhancements and additions to its product portfolio, including the introduction of the Sprint and return of the Company's iconic Sportster, which the Company believes provide a path to achieve a mid-single-digit compound annualized growth rate (CAGR) target in worldwide dealer retail sales of Harley-Davidson motorcycles in the medium term, or approximately the next three to five years, as compared to 2025. The Company believes growth in worldwide dealer retail sales would positively impact HDMC wholesale shipments, revenue and profitability. The Company has also set targets to drive HDMC profitability higher in the medium term, including growth in its HDMC parts and accessories, apparel, and licensing businesses, that target a mid-single-digit CAGR for revenue from a 2025 base and continued focus on its cost base that targets HDMC operating expense as a percent of HDMC revenue to be below 20% in the medium term. The Company believes its Back to the Bricks medium-term financial targets provide a path to improved HDMC profitability, including HDMC gross margin that ranges from 25% to 30% and continued growth in other HDMC performance measures, including operating income.

U.S. and Foreign Tariffs - During 2025 and continuing into 2026, the U.S. implemented new or increased tariffs on goods from various foreign countries, either generally or with respect to certain products or markets. In certain circumstances, the U.S. and certain foreign countries continued to discuss trade policy which could impact the ongoing cost of tariffs for the Company. During the nine months ended September 30, 2026, the total gross cost of new or increased tariffs implemented in 2025 and 2026 that the Company incurred was approximately $94 million, an increase from $45 million in the nine months ended September 30, 2025. The total gross cost of new or increased tariffs includes import and export tariffs implemented in 2025 and 2026 paid directly by the Company and indirect costs paid to suppliers for tariff-related price increases and excludes tariff recoveries, the benefit of any mitigation actions, changes in demand and operational costs primarily to accelerate shipments ahead of actual or expected new or increased tariffs. Excluding the impact of the €35 million refund discussed below which related to tariffs incurred prior to 2022, the Company recognized $34 million of tariff recoveries during the nine months ended September 30, 2026, resulting in a total net cost of new or increased tariffs implemented in 2025 and 2026 of $60 million. There were no tariff recoveries during the nine months ended September 30, 2025.

Certain tariffs have been challenged in U.S. courts, which could impact the continued application of the new or increased tariffs. Depending on the outcome of court challenges and any related actions by the administration or Congress, trade negotiations and other factors, the U.S. and foreign countries may sustain, amend, suspend or withdraw existing tariffs or implement new tariffs. If existing tariffs are sustained or new tariffs are implemented, it will likely increase the Company's cost of raw materials, components, finished motorcycles, parts and accessories and apparel and affect its ability to sell products domestically and internationally at or near current prices. The Company's U.S.-centric manufacturing footprint and sourcing limit its exposure to tariffs; however, based on the portions of the Company's business that are exposed directly or indirectly to tariffs and the magnitude of potential incremental tariffs, the impact to the Company could be material. The Company estimated the gross cost of new or increased import and export tariffs implemented in 2025 and 2026 paid directly by the Company and indirect costs paid to suppliers for tariff-related price increases, which excludes tariff recoveries, the benefit of any mitigation actions, changes in demand and operational costs primarily to accelerate shipments ahead of actual or expected new or increased tariffs. The Company's estimate of the gross cost of these tariffs for the full year 2026(1) as of October 23, 2026 ranged from $105 million to $120 million, which increased from the Company's previously estimated range of $75 million to $90 million. The Company's estimate of the total net cost of these tariffs, after reducing for tariff recoveries, for the full year 2026(1) as of October 23, 2026 ranged from $65 million to $80 million. Based on the existing tariff environment, the Company does not expect gross tariff costs to increase in 2027 from 2026 nor does the Company expect any tariff recoveries in 2027(1).

The Company plans to continue its efforts to mitigate the impact of tariffs, including engaging with governments to advocate for consideration of motorcycles in trade negotiations; pursuing recovery of previously paid tariffs, where appropriate; moving inventory into markets ahead of tariff effective dates; evaluating sourcing options and pricing for its products; and prudently managing costs.

The Company has been successful in its appeal of certain tariffs. In April 2021, the Company received notification from the Economic Ministry of Belgium that, following a request from the EU, the Company would be subject to revocation of the Binding Origin Information (BOI) decisions that allowed it to supply its EU markets with certain motorcycles produced at its Thailand manufacturing facility at tariff rates of 6%. As a result of the revocation, all non-electric motorcycles that Harley-Davidson imported into the EU, regardless of origin, were subject to a total tariff rate of 31% from April 19, 2021 through the end of 2021. On October 30, 2021, the U.S. and EU announced an agreement related to the Section 232 tariffs on steel and aluminum that were implemented in 2018 by the U.S. and the subsequent rebalancing tariff measures taken by the EU. This agreement suspended the additional tariffs initially imposed by the EU on the Company's motorcycles, reducing the total EU tariff rate on the Company's motorcycles from 31% to 6%, effective January 1, 2022. The lower 6% tariff rate applied to all motorcycles imported by the Company into the EU, regardless of origin.

The Company pursued appeals of the revocation of the BOI decisions and the denial of its application for temporary extended reliance on the 6% tariff rate (for motorcycles produced in Thailand and ordered prior to April 19, 2021). The Company received a favorable judgment on the appeal of the denial of its application for temporary extended reliance, which resulted in the Company receiving an approximately €35 million refund on February 23, 2026 (or approximately $41 million remeasured to U.S. dollars). This recovery of previously paid tariffs resulted in a benefit in Motorcycle and related products cost of goods sold in the first quarter of 2026.

Outlook(1)

On October 29, 2026, the Company revised its 2026 expectations for HDMC and HDFS, its tariff expectations (described above), and the Company's planned capital investments. As LiveWire Group Inc. withdrew its guidance for 2026, the Company in turn withdrew the guidance it had provided regarding LiveWire. The Back to the Bricks strategic plan, which included financial targets for 2027 through 2029, is described above.

Based on the results of the first nine months of 2026, the Company now expects both 2026 wholesale shipments and worldwide dealer retail sales of Harley-Davidson motorcycles of 135,500 to 139,000, which is an increase from the Company's most recent expectation of 133,500 to 138,500 units. The Company continues to believe global dealer retail inventory levels support the alignment of expected wholesale shipments with expected worldwide dealer retail sales of Harley-Davidson motorcycles. The Company expects shipments to be higher in the fourth quarter of 2026 as compared to the same quarter in 2025. The Company expects wholesale shipments in the fourth quarter will slightly exceed fourth quarter retail sales of Harley-Davidson motorcycles, resulting in worldwide retail inventory of new motorcycles at December 31, 2026 to be largely flat to slightly up compared to December 31, 2025.

The Company now expects 2026 HDMC operating income to be $25 million to $55 million on higher wholesale shipments. The Company most recently expected HDMC operating income to be $10 million to $50 million.

The Company's updated expectation for HDFS 2026 operating income is $60 million to $70 million, an increase from the Company's previous expectation of $55 million to $70 million. HDFS's 2026 operating income expectation of $60 million to $70 million compares to $490.4 million and $248.4 million in 2025 and 2024, respectively. The expected reduction in 2026 is related to HDFS's sale of the majority of its existing retail finance receivables to the two counterparties in 2025, which benefited 2025 HDFS operating income and reduced HDFS's retail finance receivables balance and, as a result, is expected to reduce interest income on a lower retail finance receivables balance. The Company expects HDFS to continue to increase its retail finance receivable base over the coming years as it continues to originate retail finance receivables that it plans to hold for investment. The Company expects the anticipated increase in the retail finance receivable base will contribute to higher levels of HDFS operating income. As a result, the Company is targeting HDFS operating income of $125 million to $150 million in 2029.

The Company updated its expectation for capital investments in 2026 to be between $140 and $165 million. The Company previously expected capital investments in 2026 of between $175 and $200 million.

Results of Operations for the Three Months Ended September 30, 2026

Compared to the Three Months Ended September 30, 2025

Consolidated Results


	Three months ended
(in thousands, except earnings per share)	September 30, 2026		September 30, 2025		Increase (Decrease)		% Change
Operating income - HDMC	$	44,298	$	54,119	$	(9,821)	(18.1)	%
Operating loss - LiveWire	(17,752)		(18,181)		429		(2.4)
Operating income - HDFS	10,758		438,820		(428,062)		(97.5)
Operating income	37,304		474,758		(437,454)		(92.1)	%
Other income, net	12,598		14,706		(2,108)		(14.3)
Investment income	11,647		12,267		(620)		(5.1)
Interest expense	3,629		10,182		(6,553)		(64.4)
Income before income taxes	57,920		491,549		(433,629)		(88.2)	%
Income tax provision	16,977		116,384		(99,407)		(85.4)
Net income	40,943		375,165		(334,222)		(89.1)	%
Less: Loss attributable to noncontrolling interests	1,819		2,201		(382)		(17.4)
Net income attributable to Harley-Davidson, Inc.	$	42,762	$	377,366	$	(334,604)	(88.7)	%
Diluted earnings per share	$	0.40	$	3.10	$	(2.70)	(87.1)

The Company reported operating income of $37.3 million in the third quarter of 2026 compared to $474.8 million in the same period last year. The HDMC segment reported operating income of $44.3 million in the third quarter of 2026, a decrease of $9.8 million compared to the third quarter of 2025. Operating loss from the LiveWire segment decreased $0.4 million compared to the third quarter of 2025. Operating income from the HDFS segment decreased $428.1 million compared to the third quarter of 2025. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment sections for a more detailed discussion of the factors affecting operating results.

Other income, net in the third quarter of 2026 was lower than in the third quarter of 2025 due to lower non-operating income related to the Company's defined benefit plans.

Interest expense in the third quarter of 2026 was lower than in the third quarter of 2025 as the Company paid the outstanding principal and interest related to its $450.0 million of debt in the second half of 2025.

The Company's effective income tax rate for the third quarter of 2026 was 29.3% compared to 23.7% for the third quarter of 2025. The increase in the effective income tax rate was attributable to discrete items recorded in the third quarter of 2026 as well as changes in the mix of earnings between the domestic and foreign jurisdictions that are taxed at rates that differ from the U.S. statutory rate.

Diluted earnings per share was $0.40 in the third quarter of 2026, down 87.1% from the same period last year. Diluted weighted average shares outstanding decreased from 121.7 million in the third quarter of 2025 to 106.6 million in the third quarter of 2026, driven by the Company's discretionary repurchases of common stock. Refer to Liquidity and Capital Resources for additional information concerning the Company's share repurchase activity.

Harley-Davidson Motorcycles Retail Sales

Harley-Davidson Motorcycle Retail Sales(a)

Retail unit sales of new Harley-Davidson motorcycles were as follows:


	Three months ended
	September 30, 2026	September 30, 2025	Increase (Decrease)	% Change
United States	23,812	21,779	2,033	9.3	%
Canada	1,791	1,683	108	6.4
North America	25,603	23,462	2,141	9.1
Europe/Middle East/Africa (EMEA)	4,764	5,033	(269)	(5.3)
Asia Pacific	4,702	4,667	35	0.7
Latin America	764	822	(58)	(7.1)
	35,833	33,984	1,849	5.4	%

(a)Data source for retail sales figures shown above is new sales warranty and registration information provided by dealers and compiled by the Company. The Company must rely on information that its dealers supply concerning new retail sales, and the Company does not regularly verify the information that its dealers supply. This information is subject to revision.

During the third quarter of 2026, retail sales in North America were up 9.1% driven by a 9.3% increase in the United States and a 6.4% increase in Canada. Outside of North America, retail sales were down during the third quarter of 2026, driven by a 5.3% decrease in Europe and a 7.1% decrease in Latin America, partially offset by a 0.7% increase in Asia Pacific.

U.S. retail sales growth was primarily driven by higher retail sales of the Company's Cruiser models as the Company recently introduced its new Super Glide® and Deadwood™ motorcycles. U.S retail sales growth also continued to benefit from the Company's Sport motorcycles and the Company's refreshed Trike motorcycle, partially offset by lower retail sales of the Company's other Grand American Touring motorcycles. The decline in international markets was primarily driven by lower retail sales in EMEA primarily driven by lower retail sales of the Company's Cruiser models, which were refreshed in 2025, as well as a subdued economic environment in Europe, particularly in Germany and France.

Worldwide retail inventory of new motorcycles was approximately 38,000 units at the end of the third quarter of 2026, which was down approximately 26% from the end of the third quarter of 2025 as increased retail sales contributed to reduced dealer inventory levels.

HDMC Segment

Harley-Davidson Motorcycle Unit Shipments

Motorcycle unit shipments were as follows:


	Three months ended
	September 30, 2026			September 30, 2025			Unit	Unit
	Units	Mix %		Units	Mix %		Increase (Decrease)	% Change
U.S. motorcycle shipments	23,013	68.5	%	25,662	70.3	%	(2,649)	(10.3)	%

Worldwide motorcycle shipments:
Grand American Touring(a)	17,970	53.4	%	22,035	60.4	%	(4,065)	(18.4)	%
Cruiser	11,382	33.9	%	10,551	28.9	%	831	7.9
Sport and Lightweight	3,219	9.6	%	2,628	7.1	%	591	22.5
Adventure Touring	1,045	3.1	%	1,310	3.6	%	(265)	(20.2)
	33,616	100.0	%	36,524	100.0	%	(2,908)	(8.0)	%

(a)Includes Trike

The Company shipped 33,616 motorcycles worldwide during the third quarter of 2026, which was 8.0% lower than the third quarter of 2025. The decrease was primarily driven by motorcycle shipments in the U.S. As dealers continued to adjust retail inventory levels, motorcycle retail sales outpaced motorcycle unit shipments resulting in lower retail inventory levels.

In the third quarter of 2026, the Company shipped a greater proportion of Cruiser and Sport and Lightweight motorcycles and a lower proportion of Grand American Touring and Adventure Touring motorcycles as compared to the third quarter of 2025 based on dealer demand and motorcycle availability.

Segment Results

Condensed statements of operations for the HDMC segment were as follows (dollars in thousands):


	Three months ended
	September 30, 2026			September 30, 2025			Increase (Decrease)		% Change
Revenue:
Motorcycles	$	733,571		$	821,864		$	(88,293)	(10.7)	%
Parts and accessories	152,941			167,252			(14,311)		(8.6)
Apparel	55,201			56,052			(851)		(1.5)
Licensing	4,605			5,547			(942)		(17.0)
Other	17,699			23,244			(5,545)		(23.9)
	964,017			1,073,959			(109,942)		(10.2)
Cost of goods sold	693,215			790,849			(97,634)		(12.3)
Gross profit	270,802			283,110			(12,308)		(4.3)
Operating expenses	226,504			228,991			(2,487)		(1.1)
Operating income	$	44,298		$	54,119		$	(9,821)	(18.1)	%
Operating margin	4.6		%	5.0		%	(0.4)		pts.

Adjusted EBITDA(a)	$	93,869		$	93,591		$	278	0.3
Adjusted EBITDA Margin %(a)	9.7		%	8.7		%	1.0		pts.

(a)Refer to the Non-GAAP Financial Measures section of this MD&A for additional information on Adjusted EBITDA, Adjusted EBITDA Margin %, and Non-GAAP measures.

The estimated impacts of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the third quarter of 2025 to the third quarter of 2026 were as follows (in millions):


	Net Revenue		Cost of Goods Sold		Gross Profit
Three months ended September 30, 2025	$	1,074.0	$	790.9	$	283.1
Volume	(86.7)		(62.7)		(24.0)
Price and sales incentives	(11.9)		-		(11.9)
Foreign currency exchange rates and hedging	(0.4)		(9.1)		8.7
Shipment mix	(11.0)		11.1		(22.1)
Raw material prices	-		6.7		(6.7)
Manufacturing and other costs	-		(43.7)		43.7
	(110.0)		(97.7)		(12.3)
Three months ended September 30, 2026	$	964.0	$	693.2	$	270.8

Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the third quarter of 2025 to the third quarter of 2026 were as follows:

•The decrease in volume was primarily due to lower motorcycle shipments.

•Revenue was negatively impacted by increased motorcycle incentives and parts and accessories incentives that were selectively introduced in the third quarter of 2026.

•Changes in the shipment mix had an unfavorable impact on revenue and gross profit, primarily driven by higher shipments of Cruiser and Sport and Lightweight models, which are priced lower than Grand American Touring motorcycles, as well as a less beneficial mix within model families to lower margin motorcycle models.

•Gross profit was favorably impacted by foreign currency hedging activities and balance sheet remeasurements.

•Raw material costs were higher compared to the prior year.

•Manufacturing and other costs were positively impacted by supplier and tariff recoveries as well as improved manufacturing efficiency, partially offset by higher supply-chain costs.

Operating expenses were lower in the third quarter of 2026 compared to the same period last year primarily related to costs incurred in the prior year related to marketing efforts that did not recur and lower recall and warranty expense, partially offset by restructuring charges.

LiveWire Segment

Segment Results

Condensed statements of operations for the LiveWire segment were as follows (in thousands, except unit shipments):


	Three months ended
	September 30, 2026		September 30, 2025		(Decrease) Increase		% Change
Revenue	$	7,864	$	5,563	$	2,301	41.4	%
Cost of goods sold	8,238		7,834		404		5.2
Gross profit	(374)		(2,271)		1,897		(83.5)
Selling, administrative and engineering expense	17,378		15,910		1,468		9.2
Operating loss	$	(17,752)	$	(18,181)	$	429	(2.4)	%

Adjusted EBITDA(a)	$	(14,969)	$	(15,827)	$	858	(5.4)

LiveWire motorcycle unit shipments	241		184		57		31.0	%

(a)Refer to the Non-GAAP Financial Measures section of this MD&A for additional information on Adjusted EBITDA and Non-GAAP measures.

During the third quarter of 2026, revenue increased by $2.3 million, or 41.4%, compared to the third quarter of 2025. The increase was primarily due to higher electric motorcycle and electric balance bike unit volumes sold during the quarter as compared to the same period last year. Cost of sales increased by $0.4 million, or 5.2%, during the third quarter of 2026

compared to the third quarter of 2025 due to higher electric motorcycle and electric balance bike unit volumes, partially offset by product mix.

During the third quarter of 2026, selling, administrative and engineering expense increased $1.5 million, or 9.2%, compared to the third quarter of 2025 primarily due to increased product development spend partially offset by cost containment initiatives.

HDFS Segment

Segment Results

Condensed statements of operations for the HDFS segment were as follows (in thousands):


	Three months ended
	September 30, 2026		September 30, 2025		Increase (Decrease)		% Change
Revenue:
Interest income	$	66,558	$	198,239	$	(131,681)	(66.4)	%
Other income	44,200		62,949		(18,749)		(29.8)
	110,758		261,188		(150,430)		(57.6)
Expenses:
Interest expense	32,245		75,883		(43,638)		(57.5)
Provision for credit losses	20,324		(301,499)		321,823		(106.7)
Operating expense	47,431		47,984		(553)		(1.2)
	100,000		(177,632)		277,632		(156.3)
Operating income	$	10,758	$	438,820	$	(428,062)	(97.5)	%

Interest income was lower for the third quarter of 2026 compared to the same period last year, primarily due to lower average retail finance receivables at a lower average yield. The decrease in average retail receivables was due to the sale of a significant portion of the retail finance receivables in the second half of 2025.

Other income decreased $18.8 million primarily due to a gain on the sale of securitization beneficial interests in the third quarter of 2025 that did not recur. This unfavorable change was partially offset by servicing fees earned on finance receivables sold to the two counterparties and higher net premiums earned by Eaglemark Insurance Company Ltd. (EICL), the Company's insurance captive.

Interest expense decreased $43.6 million due to lower average borrowings at a lower average interest rate. Average borrowings decreased due to the paydown of debt previously used to fund the retail finance receivables that HDFS sold in the second half of 2025 and first quarter of 2026, primarily using proceeds from the sale of retail finance receivables in the second half of 2025.

The provision for credit losses increased $321.8 million compared to the third quarter of 2025, primarily because the prior-year quarter included a release of the allowance for credit losses related to retail finance receivables reclassified as held for sale in advance of their sale in the fourth quarter of 2025. The increase also reflected higher reserves driven primarily by growth in the retail finance portfolio since the initial sale of retail finance receivables to the two counterparties in the second half of 2025.

The allowance for credit losses considers current economic conditions and the Company's outlook on future conditions. At the end of the third quarter of 2026, the Company's outlook on economic conditions and its probability weighting of its economic forecast scenarios was weighted toward more pessimistic scenarios given continued challenging macro-economic conditions, including a persistently high interest rate environment, ongoing elevated inflation levels, and muted consumer confidence. The Company's expectations surrounding its economic forecasts may change in future periods as additional information becomes available. Refer to the Results of Operations for the Nine Months Ended September 30, 2026 Compared to the Nine Months ended September 30, 2025 for a discussion of 2026 annualized credit losses.

Changes in the allowance for credit losses on finance receivables were as follows (in thousands):


	Three months ended
	September 30, 2026		September 30, 2025
Balance, beginning of period	$	38,160	$	399,293
Provision for credit losses	20,324		(301,499)
Charge-offs, net of recoveries	(4,596)		(35,148)
Sale of Residual Interest in Securitizations	-		(75,547)
Balance, end of period	$	53,888	$	(12,901)

Operating expenses decreased $0.6 million compared to the third quarter of 2025 due in part to lower depreciation and amortization expenses, dealer incentives, and repossession costs, partially offset by higher insurance claim costs incurred by EICL and higher donation expense.

Results of Operations for the Nine Months Ended September 30, 2026

Compared to the Nine Months Ended September 30, 2025

Consolidated Results


	Nine months ended
(in thousands, except earnings per share)	September 30, 2026		September 30, 2025		(Decrease) Increase		% Change
Operating income - HDMC	$	135,561	$	231,707	$	(96,146)	(41.5)	%
Operating loss - LiveWire	(53,350)		(56,641)		3,291		(5.8)
Operating income - HDFS	54,595		572,629		(518,034)		(90.5)
Operating income	136,806		747,695		(610,889)		(81.7)
Other income, net	37,124		45,456		(8,332)		(18.3)
Investment income	32,182		32,158		24		0.1
Interest expense	10,820		25,564		(14,744)		(57.7)
Income before income taxes	195,292		799,745		(604,453)		(75.6)
Provision for income taxes	51,245		188,036		(136,791)		(72.7)
Net income	$	144,047	$	611,709	$	(467,662)	(76.5)	%
Less: Loss attributable to noncontrolling interests	3,292		6,332		(3,040)		(48.0)	%
Net income attributable to Harley-Davidson, Inc.	147,339		618,041		(470,702)		(76.2)	%
Diluted earnings per share	$	1.38	$	5.03	$	(3.65)	(72.6)	%

The Company reported operating income of $136.8 million in the first nine months of 2026 compared to $747.7 million in the same period last year. HDMC segment operating income was $135.6 million in the first nine months of 2026, down $96.1 million compared to the same period last year. Operating loss from the LiveWire segment decreased $3.3 million compared to the first nine months of 2025. Operating income from the HDFS segment decreased $518.0 million compared to the first nine months of 2025. Refer to the HDMC Segment, LiveWire Segment and HDFS Segment discussions for a more detailed analysis of the factors affecting operating income.

Other income, net in the first nine months of 2026 was lower than the same period last year due to lower non-operating income related to the Company's defined benefit plans.

The Company's effective income tax rate for the first nine months of 2026 was 26.2% compared to 23.5% for the same period in 2025. The increase in the effective income tax rate was attributable to discrete items recorded in the first nine months of 2026 and changes in the mix of earnings between the domestic and foreign jurisdictions that are taxed at rates that differ from the U.S. statutory rate.

Diluted earnings per share was $1.38 in the first nine months of 2026, down from diluted earnings per share of $5.03 for the same period last year. Diluted weighted average shares outstanding decreased from 122.9 million in the first nine months of 2025 to 107.1 million in the first nine months of 2026, driven by the Company's discretionary repurchases of common stock. Please refer to Liquidity and Capital Resources for additional information concerning the Company's share repurchase activity.

Harley-Davidson Motorcycles Retail Sales and Registration Data

Harley-Davidson Motorcycle Retail Sales(a)

Retail unit sales of new Harley-Davidson motorcycles were as follows:


	Nine months ended
	September 30, 2026	September 30, 2025	Increase (Decrease)	% Change
United States	73,631	67,690	5,941	8.8	%
Canada	5,526	5,595	(69)	(1.2)
North America	79,157	73,285	5,872	8.0
Europe/Middle East/Africa (EMEA)	16,757	17,829	(1,072)	(6.0)
Asia Pacific	13,659	13,996	(337)	(2.4)
Latin America	2,234	2,138	96	4.5
	111,807	107,248	4,559	4.3	%

Worldwide retail sales of new Harley-Davidson motorcycles were up 4.3% during the first nine months of 2026 compared to the same period last year primarily due to an increase in North America, driven by the U.S., partially offset by decreases in Europe and Asia Pacific. Retail sales in the U.S. increased across all four of the Company's motorcycle families: the Company's Grand American Touring motorcycles, including the Company's refreshed Trike motorcycles, Cruiser motorcycles, Sport and Lightweight motorcycles and Adventure Touring motorcycles. The decline in international markets was primarily driven by lower retail sales of the Company's Cruiser models, which were refreshed in 2025, as well as a subdued economic environment in Europe.

Motorcycle Registration Data and Market Share - 601+cc(a)(d)

The Company's U.S. market share of new 601+cc motorcycles increased during the first nine months of 2026 compared to the first nine months of 2025. The Company's European market share of new 601+cc motorcycles for first nine months of 2026 was up compared to the first nine months of 2025. Industry retail registration data for new motorcycles and the Company's market share were as follows:


	Nine months ended
	September 30, 2026		September 30, 2025		(Decrease) Increase	% Change
Industry new motorcycle registrations:
United States(b)	208,432		198,482		9,950	5.0	%
Europe(c)	387,275		366,474		20,801	5.7	%

Harley-Davidson market share data:
United States(b)	35.0	%	33.8	%	1.2	pts.
Europe(c)	3.6	%	3.4	%	0.2	pts.

(a)Data includes on-road models with internal combustion engines with displacements greater than 600cc's and electric motorcycles with kilowatt (kW) peak power equivalents greater than 600cc's (601+cc). On-road 601+cc models include dual purpose models, three-wheeled motorcycles and autocycles.

(b)United States industry data is derived from information provided by Motorcycle Industry Council. This third-party data is subject to revision and update.

(c)Europe data includes Austria, Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, Netherlands, Norway, Spain, Sweden, Switzerland, and the United Kingdom. Industry data is derived from information provided by Management Services Helwig Schmitt GmbH. This third-party data is subject to revision and update.

(d)New motorcycle registrations for the industry and Harley-Davidson are provided by or derived from third-party sources. New motorcycle registrations include consumer registrations (retail registrations) and to a lesser extent manufacturer, distributor and dealer registrations (non-retail registrations), for example, to register demonstration fleets. In the later part of 2024, manufacturers (including the Company), distributors and dealers registered some motorcycles through non-retail registrations to qualify the motorcycles under the new Euro 5+ emissions standard to allow for subsequent retail sale after December 31, 2024. This included

approximately 3,700 non-retail registrations of new Harley-Davidson motorcycles in 2024, which in turn adversely impacted the number of new Harley-Davidson motorcycle registrations during the first nine months of 2025. While the Company believes industry registrations for Europe were impacted in a similar manner, it does not have access to information necessary to confirm this.

HDMC Segment

Motorcycle Unit Shipments

Motorcycle unit shipments were as follows:


	Nine months ended
	September 30, 2026			September 30, 2025			Unit	Unit
	Units	Mix %		Units	Mix %		Increase (Decrease)	% Change
U.S. motorcycle shipments	72,219	65.6	%	72,263	65.1	%	(44)	(0.1)	%

Worldwide motorcycle shipments:
Grand American Touring(a)	59,131	53.7	%	63,793	57.5	%	(4,662)	(7.3)	%
Cruiser	35,591	32.3	%	35,521	32.0	%	70	0.2
Sport and Lightweight	11,567	10.5	%	7,924	7.1	%	3,643	46.0
Adventure Touring	3,831	3.5	%	3,724	3.4	%	107	2.9
	110,120	100.0	%	110,962	100.0	%	(842)	(0.8)	%

(a)Includes Trike

The Company shipped 110,120 motorcycles worldwide during the first nine months of 2026, which was 0.8% lower than the same period in 2025. The decrease was primarily driven by international motorcycle shipments, particularly EMEA reflecting a subdued economic environment in Europe. Motorcycle shipments in the U.S. during the first nine months of 2026 were relatively flat when compared with the first nine months of 2025. As dealers continued to adjust retail inventory levels, motorcycle retail sales outpaced motorcycle unit shipments resulting in lower retail inventory levels.

In the first nine months of 2026, the Company shipped a greater proportion of its Sport and Lightweight models and a lower proportion of Grand America Touring models based on dealer demand and motorcycle availability.

Segment Results

Condensed statements of operations for the HDMC segment were as follows (dollars in thousands):


	Nine months ended
	September 30, 2026			September 30, 2025			Increase (Decrease)		% Change
Revenue:
Motorcycles	$	2,417,921		$	2,463,793		$	(45,872)	(1.9)	%
Parts and accessories	472,134			497,558			(25,424)		(5.1)
Apparel	168,582			168,614			(32)		-
Licensing	16,950			14,549			2,401		16.5
Other	48,180			54,599			(6,419)		(11.8)
	3,123,767			3,199,113			(75,346)		(2.4)
Cost of goods sold	2,281,852			2,302,054			(20,202)		(0.9)
Gross profit	841,915			897,059			(55,144)		(6.1)
Operating expenses	706,354			665,352			41,002		6.2	%
Operating income	$	135,561		$	231,707		$	(96,146)	(41.5)	%
Operating margin	4.3		%	7.2		%	(2.9)		pts.

Adjusted EBITDA(a)	$	282,986		$	342,858		$	(59,872)	(17.5)
Adjusted EBITDA Margin %(a)	9.1		%	10.7		%	(1.6)		pts.

(a)Refer to the Non-GAAP Financial Measures section of this MD&A for additional information on Adjusted EBITDA, Adjusted EBITDA Margin %, and Non-GAAP measures.

The estimated impacts of significant factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first nine months of 2025 to the first nine months of 2026 were as follows (in millions):


	Net Revenue		Cost of Goods Sold		Gross Profit
Nine months ended September 30, 2025	$	3,199.1	$	2,302.0	$	897.1
Volume	(49.5)		(32.4)		(17.1)
Price and sales incentives	(43.7)		-		(43.7)
Foreign currency exchange rates and hedging	31.4		10.3		21.1
Shipment mix	(13.5)		55.9		(69.4)
Raw material prices	-		9.3		(9.3)
Manufacturing and other costs	-		(63.2)		63.2
	(75.3)		(20.1)		(55.2)
Nine months ended September 30, 2026	$	3,123.8	$	2,281.9	$	841.9

Factors affecting the comparability of net revenue, cost of goods sold and gross profit from the first nine months of 2025 to the first nine months of 2026 were as follows:

•The decrease in volume was primarily due to lower motorcycle shipments.

•Revenue and gross profit were negatively impacted by increased motorcycle and parts and accessories incentives that were selectively introduced during the first nine months of 2026 as compared to the same period of the prior year.

•Revenue and gross profit were favorably impacted by stronger average foreign currency exchange rates relative to the U.S. dollar compared to the same period last year with gross profit favorability partially offset by unfavorable impacts from foreign currency hedging activities and balance sheet remeasurements.

•Changes in the shipment mix had an unfavorable impact on revenue and gross profit, primarily driven by a higher proportion of shipments of the Company's Sport and Lightweight motorcycles, which are lower priced as compared to the Company's Grand American Touring motorcycles, as well as a less beneficial mix within model families to lower margin motorcycle models.

•Raw material costs were higher than in the prior year.

•Manufacturing and other costs were positively impacted by supplier and tariff recoveries as well as lower logistics costs, partially offset by higher supply chain costs.

Operating expenses were higher in the first nine months of 2026 compared to the same period last year primarily due to restructuring charges and product warranty and recall costs, partially offset by costs incurred in the prior year related to increased professional services and increased marketing efforts that did not recur.

LiveWire Segment

Segment Results

Condensed statements of operations for the LiveWire segment were as follows (in thousands, except unit shipments):


	Nine months ended
	September 30, 2026		September 30, 2025		(Decrease) Increase		% Change
Revenue	$	22,094	$	14,318	$	7,776	54.3	%
Cost of goods sold	23,051		18,207		4,844		26.6
Gross profit	(957)		(3,889)		2,932		(75.4)
Selling, administrative and engineering expense	52,393		52,752		(359)		(0.7)
Operating loss	$	(53,350)	$	(56,641)	$	3,291	(5.8)	%

Adjusted EBITDA(a)	$	(45,176)	$	(48,614)	$	3,438	(7.1)

LiveWire motorcycle unit shipments	599		272		327		120.2

(a)Refer to the Non-GAAP Financial Measures section of this MD&A for additional information on Adjusted EBITDA and Non-GAAP measures.

During the first nine months of 2026, revenue increased by $7.8 million, or 54.3%, compared to the first nine months of 2025. The increase was primarily due to higher electric motorcycle and electric balance bike volumes sold as compared to the same period last year. Cost of sales increased by $4.8 million, or 26.6%, during the first nine months of 2026 compared to the first nine months of 2025 due primarily to higher electric motorcycle and electric balance bike volumes.

During the first nine months of 2026, selling, administrative and engineering expense decreased $0.4 million, or 0.7%, compared to the first nine months of 2025 largely as a result of cost reduction initiatives partially offset by increase product development costs.

HDFS Segment

Segment Results

Condensed statements of operations for the HDFS segment were as follows (in thousands):


	Nine months ended
	September 30, 2026		September 30, 2025		Increase (Decrease)		% Change
Revenue:
Interest income	$	177,143	$	622,696	$	(445,553)	(71.6)	%
Other income	162,602		140,891		21,711		15.4
	339,745		763,587		(423,842)		(55.5)
Expenses:
Interest expense	102,105		258,391		(156,286)		(60.5)
Provision for credit losses	51,120		(198,427)		249,547		(125.8)
Operating expense	131,925		130,994		931		0.7
	285,150		190,958		94,192		49.3
Operating income	$	54,595	$	572,629	$	(518,034)	(90.5)	%

Interest income was lower for the first nine months of 2026, primarily due to lower average outstanding retail finance receivables at a lower average yield. The decrease in average retail receivables was due to the sale of a significant portion of the retail finance receivables in 2025.

Other income increased $21.7 million primarily due to servicing fees on finance receivables sold to the two counterparties and higher net premiums earned by EICL. These favorable impacts were partially offset by an unfavorable impact resulting from the gain on the sale of securitization beneficial interests in the third quarter of 2025 that did not recur in 2026.

Interest expense decreased $156.3 million due to lower average borrowings at a lower average interest rate. Average borrowings decreased due to the paydown of debt in the second half of 2025 and first quarter of 2026, primarily using proceeds from the sale of retail finance receivables in the second half of 2025.

The provision for credit losses was $249.5 million higher in the first nine months of 2026 as compared to the prior year primarily because the prior year period included a release of the allowance for credit losses on retail finance receivables reclassified as held for sale in advance of their sale in the fourth quarter of 2025. The increase also reflected higher reserves driven primarily by growth in the retail finance portfolio since the initial sale of retail finance receivables to the two counterparties in the second half of 2025.

On a managed basis, which considers all loans serviced by the Company, the 30-day delinquency rate for retail motorcycle loans increased to 5.05% at September 30, 2026 from 4.78% at September 30, 2025, reflecting changes in portfolio composition and a challenging economic environment. While delinquency rates were higher year over year, managed-basis annualized retail credit losses decreased to 3.04% for the first nine months of 2026 from 3.23% in the comparative period in 2025, reflecting lower average losses on repossessed motorcycles, higher recoveries, and lower charge-off volume due to effective collection strategies and delinquency cures that limited migration to charge-offs and reduced net losses.

Changes in the allowance for credit losses on finance receivables were as follows (in thousands). For the nine months ended September 30, 2026, recoveries exceeded charge-offs leading to a positive net change presented below:


	Nine months ended
	September 30, 2026		September 30, 2025
Balance, beginning of period	$	2,235	$	401,183
Provision for credit losses	51,120		(198,427)
Charge-offs, net of recoveries	533		(140,110)
Sale of Residual Interest in Securitizations	-		(75,547)
Balance, end of period	$	53,888	$	(12,901)

Operating expenses increased $0.9 million in the first nine months of 2026 compared to the first nine months of 2025 due in part to higher insurance claim costs incurred by EICL, employee costs, and donations. These unfavorable changes were partially offset by lower depreciation expense, lower net repossession costs, and a hedging gain resulting from the Company's redemption of its €700.0 million 6.36% medium-term notes due 2026 in the first quarter of 2026 prior to the notes' maturity.

Non-GAAP Financial Measures

To supplement the Company's consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP), the Company discloses certain non-GAAP financial measures, as described below. These non-GAAP financial measures, which may be different from similarly-titled measures disclosed by other companies, are presented to enhance investors' overall understanding of the Company's financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

The Company discloses the non-GAAP financial measures of Adjusted EBITDA for HDMC and Adjusted EBITDA for LiveWire, which are defined as Harley-Davidson, Inc. consolidated net income, excluding, on a consolidated basis, interest

expense, income tax provision, investment income, and other income, net. Depreciation and amortization for HDMC and LiveWire, respectively, are excluded from Adjusted EBITDA for HDMC and LiveWire, respectively. In addition, certain other items impacting consolidated net income are excluded from HDMC Adjusted EBITDA and/or LiveWire Adjusted EBITDA. For example, the Company may exclude from HDMC Adjusted EBITDA and/or LiveWire Adjusted EBITDA the impacts of certain events, gains, losses or other costs and charges (such as corporate restructuring activities, reorganizations or one-time employee termination benefits) that affect the period-to-period comparability of HDMC's and LiveWire's operating performance. The Company also discloses the non-GAAP financial measure of HDMC Adjusted EBITDA Margin %, which is defined as HDMC Adjusted EBITDA divided by HDMC revenue.

The Company believes that Adjusted EBITDA and Adjusted EBITDA Margin % for HDMC and Adjusted EBITDA for LiveWire more clearly identify the core trends in the respective ongoing business operations that could otherwise be masked by the effects of the items that the Company excludes from Adjusted EBITDA and Adjusted EBITDA Margin % for HDMC and Adjusted EBITDA for LiveWire. These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons, and benchmark performance with other comparable companies and between periods without regard to items the Company does not consider a component of core operating performance.

HDMC and LiveWire Adjusted EBITDA have limitations and should not be considered in isolation from, as a substitute for, or more meaningful than, consolidated net income as determined in accordance with U.S. GAAP. Certain items excluded from HDMC and LiveWire Adjusted EBITDA are significant components in understanding and assessing a company's financial performance. The presentation of Adjusted EBITDA and Adjusted EBITDA Margin % for HDMC and Adjusted EBITDA for LiveWire should not be construed as implying that the Company's results will be unaffected by unusual or non-recurring items.

In the following tables, for each of the periods presented, Harley-Davidson, Inc. consolidated net income has been reconciled to HDMC Adjusted EBITDA and LiveWire Adjusted EBITDA, respectively.

Reconciliation of Harley-Davidson, Inc. Net Income to HDMC Adjusted EBITDA (in thousands):


	Three months ended						Nine months ended
	September 30, 2026			September 30, 2025			September 30, 2026			September 30, 2025
Net income	$	40,943		$	375,165		$	144,047		$	611,709
Interest expense	3,629			10,182			10,820			25,564
Provision for income taxes	16,977			116,384			51,245			188,036
Investment income(a)	(11,647)			(12,267)			(32,182)			(32,158)
Other income, net(b)	(12,598)			(14,706)			(37,124)			(45,456)
Operating income	37,304			474,758			136,806			747,695
Less:
LiveWire operating loss	$	(17,752)		$	(18,181)		$	(53,350)		$	(56,641)
HDFS operating income	10,758			438,820			54,595			572,629
HDMC operating income	44,298			54,119			135,561			231,707
HDMC depreciation and amortization	35,702			39,472			116,353			111,151
Adjustments(c)	13,869			-			31,072			-
HDMC Adjusted EBITDA	$	93,869		$	93,591		$	282,986		$	342,858
HDMC Adjusted EBITDA Margin %	9.7		%	8.7		%	9.1		%	10.7		%

Reconciliation of Harley-Davidson, Inc. Net Income to LiveWire Adjusted EBITDA (in thousands):


	Three months ended				Nine months ended
	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Net income	$	40,943	$	375,165	$	144,047	$	611,709
Interest expense	3,629		10,182		10,820		25,564
Provision for income taxes	16,977		116,384		51,245		188,036
Investment income(a)	(11,647)		(12,267)		(32,182)		(32,158)
Other income, net(b)	(12,598)		(14,706)		(37,124)		(45,456)
Operating income	37,304		474,758		136,806		747,695
Less:
HDMC operating income	$	44,298	$	54,119	$	135,561	$	231,707
HDFS operating income	10,758		438,820		54,595		572,629
LiveWire operating loss	(17,752)		(18,181)		(53,350)		(56,641)
LiveWire depreciation and amortization	2,458		2,354		7,118		8,027
Adjustments(d)	325		-		1,056		-
LiveWire Adjusted EBITDA	$	(14,969)	$	(15,827)	$	(45,176)	$	(48,614)

(a)Represents non-operating investment income, primarily due to income from short-term investments.

(b)Represents non-operating other income, primarily related to the Company's defined benefit plans.

(c)Represents adjustments related to corporate restructuring, primarily due to one-time employee termination benefits and impairment of long-lived assets.

(d)Represents adjustments related to transaction costs for the acquisition of Dust Motorcycles, Inc. and expenses associated with the LiveWire At-The-Market Program.

Other Matters

Commitments and Contingencies

The Company is subject to lawsuits and other claims related to product, product recall, commercial, employee, environmental and other matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. Refer to Note 14 of the Notes to Consolidated financial statements for a discussion of the Company's commitments and contingencies.

Liquidity and Capital Resources

The Company's strategy is to maintain a minimum of twelve months of its projected liquidity requirements through a combination of cash and cash equivalents and availability under its credit facilities. The Company believes its current cash, cash equivalents and availability under its credit facilities are sufficient to meet its liquidity requirements, consistent with this strategy.

The Company expects to fund its ongoing operations (excluding the origination of finance receivables) and its capital

allocation priorities, which include reinvesting in key growth initiatives, including the related capital expenditures, the return of excess capital to shareholders through dividends and discretionary share repurchases, and opportunistic acquisition

activity, primarily with cash flows from operating activities and cash and cash equivalents on hand.(1) The Company expects to fund the origination of finance receivables primarily with unsecured debt, unsecured commercial paper, asset-backed

commercial paper conduit facilities, committed unsecured bank facilities, asset-backed securitizations, brokered certificates of

deposit and cash and cash equivalents on hand. In addition, the Company expects to fund a portion of its retail finance

receivables through the sale of up to two-thirds of the retail finance receivables that HDFS originates shortly after origination.(1)

The Company's cash and cash equivalents and availability under its credit and conduit facilities at September 30, 2026 were as follows (in thousands):


Cash and cash equivalents(a)	$	2,076,378

U.S. commercial paper conduit facility:
Asset-backed U.S. commercial paper conduit facility(b)(d)	569,488
Borrowings against committed facility	(242,575)
Net asset-backed U.S. commercial paper conduit committed facility availability	326,913

Asset-backed Canadian commercial paper conduit facility(c)(e)	13,861
Borrowings against committed facility	-
Net asset-backed Canadian commercial paper conduit facility	13,861

Availability under credit and conduit facilities:
Credit facilities	1,300,000
Commercial paper outstanding	(470,420)
Net credit facility availability	829,580
	$	3,246,732

(a)Includes $39.9 million of cash and cash equivalents held by LiveWire Group, Inc.

(b)Subsequent to September 30, 2026, the Company renewed and amended the facility prior to its expiration. Refer to Note 18 of the Notes to Consolidated financial statements for further information about the renewal.

(c)Includes facilities expiring in the next 12 months which the Company expects to renew prior to expiration.(1)

(d)Total committed borrowing capacity of the U.S. commercial paper conduit facility was $1.50 billion at September 30, 2026. Availability was limited based on the amount of U.S. retail finance receivables available to be used as collateral.

(e)Total committed borrowing capacity of the Canadian Conduit facility was C$50.0 million ($35.2 million) at September 30, 2026. Availability was limited based on the amount of Canadian retail finance receivables available to be used as collateral.

To access the debt capital markets, the Company relies on credit rating agencies to assign short-term and long-term credit ratings. Generally, lower credit ratings result in higher borrowing costs and reduced access to debt capital markets. A credit rating agency may change or withdraw the Company's ratings based on its assessment of the Company's current and future ability to meet interest and principal repayment obligations. The Company's short-term debt ratings affect its ability to issue unsecured commercial paper. The Company's short- and long-term credit ratings, as of September 30, 2026 were as follows:

Short-Term

Long-Term

Outlook

Moody's

Baa3

Stable

Standard & Poor's(a)

BB+

Stable

Fitch

BBB

Negative

(a)On July 8 2026, S&P Global Ratings lowered the Company's short-term credit rating from A-3 to B, lowered the Company's long-term credit rating from BBB- to BB+, and revised the outlook to Stable. The changes to the Company's short-term and long-term credit rating do not significantly affect interest rates on the Company's outstanding fixed debt. While the changes could increase the Company's cost of funding and reduce the number of lenders and investors willing to provide capital, the Company believes it will be able to continue to maintain its liquidity requirements through cash balances, committed credit facilities, and other funding sources.

The Company recognizes that it must continue to monitor and adjust its business to changes in the lending environment. The Company intends to continue with a diversified funding profile through a combination of short-term and long-term funding vehicles and to pursue a variety of sources to obtain cost-effective funding.(1) HDFS segment results could be negatively affected by higher costs of funding and increased difficulty of raising, or potential unsuccessful efforts to raise funding in the short-term, medium-term and long-term capital markets.(1) These negative consequences could in turn adversely affect the Company's business and results of operations in various ways, including through higher costs of capital, reduced funds available through HDFS to provide loans to dealers and their retail customers, and dilution to existing shareholders through the use of alternative sources of capital. The Company expects that the ongoing sale of a portion of retail finance receivables to third parties will reduce its funding risk in the near-term.(1)

Cash Flow Activity

The Company's cash flow activities were as follows (in thousands):


	Nine months ended
	September 30, 2026		September 30, 2025
Net cash provided by operating activities	$	275,934	$	416,903
Net cash (used) provided by investing activities	(417,448)		205,477
Net cash (used) by financing activities	(846,378)		(547,675)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(10,489)		11,009
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(998,381)	$	85,714

Operating Activities

Cash flow provided by operating activities decreased in the first nine months of 2026 compared to the first nine months of 2025. The decrease in cash flow provided by operating activities was driven by unfavorable operating cash flows from the HDFS segment due in large part to lower interest income compared to the first nine months of 2025. Cash flow provided by operating activities was also impacted by unfavorable operating cash flows from the HDMC segment due in large part to reduced cash inflows on motorcycle sales due to changes in shipment mix, pricing incentives and lower sales volumes that resulted in lower cash inflows as well as cash outflows related to one-time employee termination payments as part of the Company's restructuring actions when compared to the first nine months of 2025. The decrease in cash flow provided by operating activities was partially offset by lower net cash outflow related to the origination of retail finance receivables classified as held for sale, net of proceeds from the collection and sales of retail finance receivables held for sale, when compared to the first nine months of 2025. Cash flows from the origination, collection and sales of retail finance receivables the Company intends to sell at origination are classified within cash flow from operating activities.

The Company's ongoing operating cash requirements include those related to existing contractual commitments which it expects to fund with cash inflows from operating activities. The Company's purchase orders for inventory used in manufacturing generally do not become firm commitments until 90 days prior to expected delivery. The Company's material contractual operating cash commitments at September 30, 2026 relate to leases, retirement plan obligations and income taxes. The Company's long-term lease obligations and future payments are discussed further in Note 9 of the Notes to Consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There are no required qualified pension plan contributions in 2026. The Company's expected future contributions and benefit payments related to its defined benefit retirement plans are discussed further in Note 14 of the Notes to Consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The Company has a liability for unrecognized tax benefits of $25.8 million and related accrued interest and penalties of $13.9 million as of September 30, 2026. The Company cannot reasonably estimate the period of cash settlement for either the liability for unrecognized tax benefits or accrued interest and penalties. The Company continues to expect that it will fund its ongoing operating cash requirements related to the origination of wholesale finance receivables and retail finance receivables held for sale with the issuance of debt and the sale of a portion of its retail finance receivables to third parties.(1)

Investing Activities

The Company's most significant investing activities consist of capital expenditures and the originations and collections of retail finance receivables held for investment. In the first nine months of 2026, the Company also had $51.6 million of proceeds due to the settlement of derivative instruments related to the Company's redemption of its €700.0 million 6.36% medium-term notes due 2026 prior to the notes' maturity during the first nine months of 2026. There were no comparable proceeds in the first nine months of 2025. Additionally, in the first nine months of 2025, the Company had $125.4 million of net proceeds from the sale of securitization beneficial interests which did not recur in the first nine months of 2026. Capital expenditures were $64.4 million in the first nine months of 2026 compared to $102.1 million in the same period last year. The Company's 2026 plan includes capital investments, all of which the Company expects to fund with net cash flow generated by operations.(1)

The Company had net cash outflows related to finance receivables held for investment during the first nine months of 2026 compared to net cash inflows during the first nine months of 2025, which resulted in a net decrease in cash flows from investing activities of $608.7 million. The net decrease was driven by lower collections of finance receivables held for investment due primarily to a portion of retail finance receivable collections and originations being classified as operating cash flows as discussed above. The unfavorable impact of lower collections on investing cash flow was partially offset by lower originations of finance receivables held for investment. The Company funded its finance receivables held for investment net lending activity through the issuance of debt as discussed in "Financing Activities" below.

Financing Activities

The Company's financing activities consist primarily of dividend payments, share repurchases, and debt activity.

The Company paid dividends of $0.5625 and $0.54 per share totaling $60.4 million and $66.3 million during the first nine months of 2026 and 2025, respectively.

Cash outflows for share repurchases were $191.2 million in the first nine months of 2026 compared to $193.2 million in the same period last year. Share repurchases during the first nine months of 2026 included $184.0 million related to 8.2 million shares of common stock purchased on a discretionary basis.

In addition, the Company received 3.1 million shares delivered upon final settlement of the accelerated share repurchase agreement (ASR) the Company entered into with Goldman Sachs & Co. LLC (Goldman) on November 5, 2025. Under the ASR, the Company paid $200 million to Goldman on November 6, 2025, which was a $200 million financing cash outflow in the fourth quarter of 2025, and received an initial delivery of 6.3 million shares of the Company's common stock, representing 80% of the payment amount divided by the Company's closing share price on November 5, 2025, which reduced weighted average shares outstanding in the fourth quarter of 2025.

On February 13, 2026, Goldman settled the ASR by delivering 3.1 million shares of the Company's common stock, resulting in a total delivery of 9.4 million shares under the $200 million ASR. The total number of shares purchased by the Company pursuant to the ASR was based on the volume-weighted average price of the Company's common stock, less a discount, during the repurchase period. The amount delivered on February 13, 2026, which represented the difference between the initially delivered shares and the total number of shares purchased, reduced weighted average shares outstanding in 2026.

Share repurchases during the first nine months of 2026 also included $7.2 million or 0.4 million shares of common stock employees surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units and performance shares.

In July 2025, the Company's Board of Directors authorized the Company to repurchase up to 15.0 million additional shares of its common stock on a discretionary basis with no dollar limit or expiration date. As of September 30, 2026, there were 12.0 million shares remaining under board-approved share repurchase authorizations.

Financing cash flows related to debt and brokered certificates of deposit activity resulted in net cash outflows of $0.6 billion in the first nine months of 2026 compared to net cash outflows of $0.3 billion in the same period last year. The Company's total outstanding debt and liability for brokered certificates of deposit consisted of the following (in thousands):


	September 30, 2026		September 30, 2025
Outstanding debt:
Unsecured commercial paper	$	470,420	$	684,741
Asset-backed Canadian commercial paper conduit facility	-		49,642
Asset-backed U.S. commercial paper conduit facility	242,575		399,502
Asset-backed securitization debt, net	-		62,635
Medium-term notes, net	1,329,066		3,219,793
Term loan	-		448,261
Senior notes, net	297,374		297,247
	$	2,339,435	$	5,161,821

Deposits, net	$	537,413	$	554,468

Refer to Note 9 of the Notes to Consolidated financial statements for a summary of future principal payments on the Company's debt obligations. Refer to Note 6 of the Notes to Consolidated financial statements for a summary of future maturities on the Company's certificates of deposit.

Deposits - HDFS offers brokered certificates of deposit to customers indirectly through contractual arrangements with third-party banks and/or securities brokerage firms through its bank subsidiary. The Company had $537.4 million and $554.5 million, net of fees, of interest-bearing brokered certificates of deposit outstanding as of September 30, 2026 and

September 30, 2025, respectively. The deposits are classified as short- and long-term liabilities based upon the term of each brokered certificate of deposit issued. Each separate brokered certificate of deposit is issued under a master certificate, and as such, all outstanding brokered certificates of deposit are considered below the Federal Deposit Insurance Corporation insurance coverage limits.

Credit Facilities - On April 6, 2026, the Company amended its credit facility that was scheduled to mature in April 2027 by reducing the facility's capacity from $710.0 million to $650.0 million and extending the maturity to April 2031. The Company's credit facility with a maturity in April 2029 was also amended by reducing the facility's capacity from $710.0 million to $650.0 million and to conform in all respects to the April 2031 credit facility other than maturity date. The five-year credit facilities (together, the Global Credit Facilities) bear interest at variable rates, which may be adjusted upward or downward depending on certain criteria, such as credit ratings. The Global Credit Facilities also require the Company to pay a fee based on the average daily unused portion of the aggregate commitments. The Global Credit Facilities are committed facilities primarily used to support the Company's unsecured commercial paper program.

Unsecured Commercial Paper - Subject to limitations, the Company could issue unsecured commercial paper of up to $1.3 billion as of September 30, 2026 supported by the Global Credit Facilities, as discussed above. Outstanding unsecured commercial paper may not exceed the unused portion of the Global Credit Facilities. Maturities may range up to 365 days from the issuance date. The Company intends to repay unsecured commercial paper as it matures with additional unsecured commercial paper or through other means, such as borrowing under the Global Credit Facilities, borrowing under its asset-backed U.S. commercial paper conduit facility or through the use of operating cash flow and cash on hand.

Medium-Term Notes - The Company had the following unsecured medium-term notes issued and outstanding at September 30, 2026 (in thousands):

Principal Amount

Rate

Issue Date

Maturity Date

$500,000

3.05%

February 2022

February 2027

$144,903

5.95%

June 2024

June 2029

$692,173(a)

5.61%

March 2025

March 2030

(a)€610.0 million par value remeasured to U.S. dollars at September 30, 2026

The U.S. dollar-denominated medium-term notes provide for semi-annual interest payments and the foreign currency-denominated medium-term note provides for annual interest payments. Principal on the medium-term notes is due at maturity. Unamortized discounts and debt issuance costs on the medium-term notes reduced the outstanding balance by $8.0 million and $17.7 million at September 30, 2026 and September 30, 2025, respectively.

Unsecured Note Maturities and Redemptions -There were no medium-term note maturities during the third quarters of 2026 or 2025, the second quarter of 2026, or the first quarter of 2025. During the first quarter of 2026, the Company redeemed its €700.0 million 6.36% medium-term notes due 2026 prior to the notes' maturity resulting in a $0.3M loss on extinguishment, which included unamortized discounts and fees, within Financial services interest expense on the Consolidated statements of operations. During the second quarter of 2025, $700.0 million of 3.35% medium-term notes matured, and the principal and accrued interest were paid in full.

Senior Notes and Term Loan - In July 2015, the Company issued $750.0 million of unsecured senior notes in an underwritten offering. The senior notes provide for semi-annual interest payments and principal due at maturity. $450.0 million of the senior notes, which had an interest rate of 3.50%, matured and were repaid in full in July 2025. $300.0 million of the senior notes mature in July 2045 and have an interest rate of 4.625%. The Company used the proceeds from the debt to repurchase shares of its common stock in 2015.

On July 1, 2025, the Company entered into a term loan facility that permitted the Company to draw up to $450.0 million on or prior to July 31, 2025. On July 24, 2025, the Company drew $450.0 million under the facility which carried an interest rate of term Secured Overnight Financing Rate (SOFR) plus a margin based on the Company's credit rating. The Company used the proceeds to pay down the principal and interest of the $450.0 million 3.50% senior notes that matured in July 2025. In November 2025, the Company used proceeds from the sale of a significant portion of its retail finance receivables in the second half of 2025 to pay down the principal and interest of the term loan facility in full.

On-Balance Sheet Asset-Backed Canadian Commercial Paper Conduit Facility - In June 2026, the Company renewed and amended its revolving facility agreement with a Canadian bank-sponsored asset-backed commercial paper conduit (Canadian Conduit). Under the renewed and amended agreement, the Canadian Conduit is contractually committed, at the Company's option, to purchase eligible Canadian retail motorcycle finance receivables for proceeds up to C$50.0 million, which was a

C$115.0 million decrease in the total commitment. The amendment reflects lower forecasted funding requirements and the Company's liquidity position. The transferred assets are restricted as collateral for the payment of the associated debt.

Availability under the Canadian Conduit is based on, among other things, the amount and credit performance of eligible Canadian retail motorcycle finance receivables held as collateral. During the first six months of 2025, the Company was temporarily unable to draw on the Canadian Conduit as a result of elevated credit losses. The June 2025 renewal restored the Company's access to the Canadian Conduit facility and increased credit loss thresholds for future periods.

The terms for this debt provide for interest on the outstanding principal based on prevailing market interest rates plus a specified margin. The Canadian Conduit also provides for a program fee and an unused commitment fee based on the unused portion of the total aggregate commitment. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the Canadian Conduit, any outstanding principal will continue to be reduced monthly through available collections. Unless earlier terminated or extended by mutual agreement between the Company and the lenders, as of September 30, 2026, the Canadian Conduit had an expiration date of June 30, 2027.

There were no finance receivable transfers under the Canadian Conduit Facility during the first nine months of 2026 or 2025.

On-Balance Sheet Asset-Backed U.S. Commercial Paper Conduit Facilities VIE - In October 2025, the Company renewed its $1.50 billion revolving facility agreement (the U.S. Conduit Facility) with third-party banks and their asset-backed U.S. commercial paper conduits. Under the revolving facility agreement, the Company may transfer U.S. retail motorcycle finance receivables to an SPE, which in turn may issue debt to those third-party banks and their asset-backed U.S. commercial paper conduits. Availability under the U.S. Conduit Facility is based on, among other things, the amount and credit performance of eligible U.S. retail motorcycle finance receivables held by the SPE as collateral. In addition to extending the term of the U.S. Conduit Facility, the October 2025 amendment updated the fee structure and finance receivable take-out provisions to better align with ongoing HDFS funding needs.

Under the U.S. Conduit Facility, the assets of the SPE are restricted as collateral for the payment of the debt or other obligations arising in the transaction and are not available to pay other obligations or claims of the Company's creditors. The terms for this debt provide for interest on the outstanding principal based on prevailing commercial paper rates if funded by a conduit lender through the issuance of commercial paper. The interest rate on all outstanding debt and future borrowings, if not funded by a conduit lender through the issuance of commercial paper, is based on the Secured Overnight Financing Rate (SOFR), with provisions for a transition to other benchmark rates in the future, if necessary. In addition to interest, a program fee is assessed based on the outstanding debt principal balance. The U.S. Conduit Facility also provides for an unused commitment fee based on the unused portion of the total aggregate commitment. There is no amortization schedule; however, the debt is reduced monthly as available collections on the related finance receivables are applied to outstanding principal. Upon expiration of the U.S. Conduit Facility, any outstanding principal will continue to be reduced monthly through available collections. The expected remaining term of the related receivables held by the SPE is approximately 6 years. Unless earlier terminated or extended by mutual agreement of the Company and the lenders, as of September 30, 2026, the U.S. Conduit Facility had an expiration date of October 30, 2026. Subsequent to September 30, 2026, the Company renewed and amended the facility prior to its expiration. Refer to Note 18 of the Notes to Consolidated financial statements for further information about the renewal.

Quarterly transfers of U.S. retail motorcycle finance receivables to the U.S. Conduit and the respective proceeds were as follows (in millions):


	2026				2025
	Transfers		Proceeds		Transfers		Proceeds
First quarter	$	-	$	-	$	179.5	$	155.0
Second quarter	-		-		-		-
Third quarter	304.3		260.2		-		-
	$	304.3	$	260.2	$	179.5	$	155.0

On-Balance Sheet Asset-Backed Securitization VIEs - For all of its on-balance sheet asset-backed securitization transactions, the Company transfers U.S. retail motorcycle finance receivables to separate SPEs, which in turn issue secured notes with various maturities and interest rates to investors. All of the notes issued by the SPEs are secured by future collections of the purchased U.S. retail motorcycle finance receivables. The U.S. retail motorcycle finance receivables included in the asset-backed securitization transactions are not available to pay other obligations or claims of the Company's creditors

until the associated debt and other obligations are satisfied. Restricted cash balances held by the SPEs are used only to support the asset-backed securitizations.

The accounting treatment for asset-backed securitizations depends on the terms of the related transaction and the Company's continuing involvement with the VIE. During the third quarter of 2025, HDFS determined that it was no longer the primary beneficiary of most of its asset-backed securitization VIEs and also met the criteria for those asset-backed VIEs to be accounted for as a sale. Accordingly, those VIEs were deconsolidated and accounted for as sales during the third quarter of 2025. After deconsolidating certain VIEs, the Company had one on-balance sheet asset-backed securitization remaining that was repaid in full during 2025. Refer to Note 10 of the Notes to Consolidated financial statements for further discussion.

There were no transfers of U.S. retail motorcycle finance receivables to on-balance sheet asset-backed securitization VIEs during the first nine months of 2026. Quarterly transfers of U.S. retail motorcycle finance receivables to on-balance sheet asset-backed securitization VIEs, the respective proceeds, and the respective proceeds, net of discounts and issuance costs were as follows in 2025 (in millions):


	2025
	Transfers		Proceeds		Proceeds, net
First quarter	$	-	$	-	$	-
Second quarter	584.4		500.0		497.8
Third quarter	-		-		-
	$	584.4	$	500.0	$	497.8

Off-Balance Sheet Asset-Backed Financing - During the third quarter of 2025, HDFS sold 95% of its residual interest in retail finance receivables that were transferred to certain SPEs through on-balance sheet asset-backed securitization transactions to two counterparties. As a result, HDFS determined that it was no longer the primary beneficiary of the associated VIEs. After also confirming that the transfers of loans that occurred at the inception of each VIE met the criteria for an accounting sale under ASC 860, the VIEs were deconsolidated during the third quarter of 2025. For more information refer to Note 10 of the Notes to Consolidated financial statements.

Intercompany Agreements - Harley Davidson, Inc. has a support agreement with Harley-Davidson Financial Services Inc. whereby, if required, Harley-Davidson, Inc. agrees to provide Harley-Davidson Financial Services Inc. with financial support to maintain Harley-Davidson Financial Services Inc.'s fixed-charge coverage at 1.25 and minimum net worth of $40.0 million. Support may be provided at Harley-Davidson, Inc.'s option as capital contributions or loans. No amount has ever been provided to Harley-Davidson Financial Services Inc. under the support agreement.

On February 14, 2024, Harley-Davidson, Inc. entered into a Convertible Delayed Draw Term Loan Agreement (Convertible Term Loan) with LiveWire Group, Inc. and a wholly-owned subsidiary of LiveWire Group, Inc. whereby LiveWire was able to obtain term loans in one or more advances up to an aggregate principal amount of $100.0 million. The Convertible Term Loan had a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. The Convertible Term Loan contained a provision that provided for Harley-Davidson, Inc. to convert amounts outstanding to equity of LiveWire Group, Inc. at the maturity date if, on the maturity date, Harley-Davidson, Inc. determined, acting reasonably and in good faith, that LiveWire Group, Inc. did not have the financial wherewithal to repay all amounts outstanding. LiveWire Group, Inc. did not draw any amounts under the Convertible Term Loan.

On November 9, 2025, Harley-Davidson, Inc. entered into an Amended and Restated Delayed Draw Term Loan Agreement (Term Loan) with LiveWire Group, Inc. and a wholly-owned subsidiary of LiveWire Group, Inc., which amended the Convertible Term Loan. The Term Loan provided LiveWire Group, Inc. with access to up to $75.0 million to be drawn between November 17, 2025 and December 15, 2025. The maturity date of the amount outstanding under the Term Loan, including interest, is December 15, 2027. The Term Loan requires mandatory prepayment of the principal amount of the Term Loan from the first $10.0 million of net proceeds (defined as gross proceeds less offering costs) from the At-The-Market program managed by LiveWire Group Inc., which is a program designed to raise capital from external investors in LiveWire Group Inc. The At-The-Market proceeds mandatory prepayment would apply to any funds raised from the funding of the Term Loan through the maturity date. No other scheduled principal payments are required to be made on the Term Loan and the remaining principal balance must be paid in full on the maturity date. The amount outstanding under the Term Loan bears interest at a floating rate per annum, as calculated as of the date of funding of the Term Loan and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. Interest is compounded on a semi-annual basis on May 31 and November 30 and is required to be paid in full on the maturity date. The Term Loan includes negative covenants restricting the ability of LiveWire Group, Inc. to incur

indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. All of the obligations under the Term Loan are secured by a security interest in substantially all of the assets of LiveWire Group, Inc.

On December 15, 2025, LiveWire Group, Inc. borrowed $75.0 million under the Term Loan, which remained outstanding as of September 30, 2026.

The Company believes indicators point to a much later EV adoption in the powersports and discretionary leisure industries than the Company originally anticipated given a lack of government incentives and a less favorable regulatory environment, combined with a slower expansion of charging infrastructure. While the Company continues to evaluate all options for its investment in LiveWire Group, Inc., the Company does not plan to make additional investments to fund the operations of LiveWire Group, Inc. beyond the amount outstanding under the Term Loan described above. In the fourth quarter of 2026, LiveWire Group, Inc. disclosed conditions and events that raise substantial doubt about its ability to continue as a going concern and withdrew its operating income/(loss) guidance. LiveWire Group, Inc. continues to evaluate and pursue several initiatives to improve liquidity and extend its cash runway, including reducing operating expenditures, optimizing working capital, pursuing strategic partnerships, and evaluating comprehensive financing and other strategic opportunities or investments, sales, and other strategic transactions to raise additional capital through debt financing, equity offerings, or other financing arrangements intended to support its operations and execution of its business plan. To address its liquidity issues, LiveWire Group, Inc. formed a special restructuring committee of its board of directors to review and recommend any debt or equity or other financing, sale, restructuring, recapitalization strategic transaction, or other similar opportunity or transaction. LiveWire Group, Inc. continues to evaluate and pursue comprehensive financing and other strategic alternatives, which may include significant capital raises, strategic partnerships or investments, sales, and other strategic transactions, intended to support its operations and execution of its business plan; however, there can be no assurance that such efforts will be successful or that any such transaction will be available on terms acceptable to LiveWire Group, Inc., its lienholders or its stockholders. If its efforts are unsuccessful, the Company may be required to record asset impairment charges related to a portion of its EV assets, primarily certain long-lived assets held in its LiveWire segment.

Operating and Financial Covenants - Harley-Davidson Financial Services Inc. and the Company are subject to various operating and financial covenants related to the credit facilities and various operating covenants under the medium-term and senior notes and the U.S. and Canadian asset-backed commercial paper conduit facilities. The more significant covenants are described below.

The operating covenants limit the Company's and Harley-Davidson Financial Services Inc's ability to:

•Assume or incur certain liens;

•Participate in certain mergers or consolidations; and

•Purchase or hold margin stock.

Under the current financial covenants of the Global Credit Facilities, the ratio of Harley-Davidson Financial Services Inc.'s consolidated debt, excluding secured debt, to Harley-Davidson Financial Services' consolidated allowance for credit losses on finance receivables plus Harley-Davidson Financial Services Inc's consolidated shareholders' equity, excluding accumulated other comprehensive loss (AOCL), cannot exceed 10.0 to 1.0 as of the end of any fiscal quarter. In addition, the ratio of the Company's consolidated debt to the Company's consolidated debt and consolidated shareholders' equity (where the Company's consolidated debt in each case excludes that of Harley-Davidson Financial Services Inc. and its subsidiaries, and the Company's consolidated shareholders' equity excludes AOCL), cannot exceed 0.7 to 1.0 as of the end of any fiscal quarter. No financial covenants are required under the medium-term or senior notes or the U.S. or Canadian asset-backed commercial paper conduit facilities.

As of September 30, 2026 and 2025, Harley-Davidson Financial Services Inc. and the Company remained in compliance with all of the then existing covenants.

Cautionary Statements

Important factors that could affect future results and cause those results to differ materially from those expressed in the forward-looking statements include, among others, the Company's ability to: (a) execute its business plans and strategies, including without limitation the Back to the Bricks strategic plan, successfully execute its approach to a full enterprise economic model, and strengthen its existing businesses while allowing for growth; (b) manage supply chain and logistics issues, including without limitation quality issues, unexpected interruptions or price increases caused by supplier volatility, raw material shortages, inflation, war or other hostilities, including the conflict in Iran, or natural disasters and longer shipping times and increased logistics costs; (c) manage and predict the impact that new, reinstated or adjusted tariffs may have on the Company's ability to sell products domestically and internationally, and the cost of raw materials and components, including tariffs recently imposed or that may be imposed by the U.S. on foreign goods or rebalancing or other tariffs recently imposed or that may be imposed by foreign countries on U.S. goods; (d) accurately analyze, predict and react to changing market conditions, interest rates, and geopolitical environments, and successfully adjust to shifting global consumer needs and interests, including successfully realigning its product portfolio, which includes re-introducing the Sportster motorcycle; (e) accurately predict the margins of its segments in light of, among other things, tariffs, rebalancing trade measures, inflation, foreign currency exchange rates, the cost associated with product development initiatives and the Company's complex global supply chain; (f) maintain and enhance the value of the Harley-Davidson brand, including detecting and mitigating or remediating the impact of activist collective actions, such as calls for boycotts and other brand-damaging behaviors that could harm the Company's brand or business; (g) manage through changes in general economic and business conditions, including changing capital, credit and retail markets, and the changing domestic and international political environments, including as a result of the conflict in Iran; (h) successfully access the capital and/or credit markets on terms that are acceptable to the Company and within its expectations; (i) successfully carry out its global manufacturing and assembly operations; (j) develop and introduce products, services and experiences on a timely basis that the market accepts, that enable the Company to generate desired sales levels and that provide the desired financial returns, including successfully implementing and executing plans to shift to a rider-centric portfolio that includes a focus on accessibility and customization and growing its parts and accessories and apparel businesses; (k) perform in a manner that enables the Company to benefit from market opportunities while competing against existing and new competitors; (l) successfully manage and reduce costs throughout the business; (m) manage the impact that prices for and supply of used motorcycles may have on its business, including on retail sales of new motorcycles; (n) prevent, detect and remediate any issues with its motorcycles or any issues associated with the design, manufacturing, or assembly processes to avoid delays in new model launches, recall campaigns, regulatory agency investigations, increased warranty costs or litigation and adverse effects on its reputation and brand strength, and carry out any product programs or recalls within expected costs and timing; (o) continue to develop the capabilities of its distributors and dealers, effectively implement changes relating to its full enterprise economic model, and manage the risks that its dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand; (p) realize the desired business benefits from LiveWire operating as a separate public company, which may be affected by, among other things: (i) the ability of LiveWire to obtain sufficient funding from sources other than the Company to sustain its operations, particularly in light of LiveWire's recent disclosure that it determined that conditions and events raise substantial doubt about LiveWire's ability to continue as a going concern, (ii) the ability of LiveWire to execute its plans to develop, produce, market and sell its electric vehicles; (iii) the demand for and consumer willingness to adopt two- and three-wheeled electric vehicles; and (iv) other risks and uncertainties indicated in documents filed with the SEC by the Company or LiveWire Group, Inc., including those risks and uncertainties noted in Risk Factors under Item 1.A of LiveWire Group Inc.'s most recent Annual Report on Form 10-K; (q) manage the quality and regulatory non-compliance issues relating to the brake hose assemblies provided to the Company by Proterial Cable America, Inc. in a manner that avoids future quality or non-compliance issues and additional costs or recall expenses that are material; (r) maintain a productive relationship with Hero MotoCorp as a distributor and licensee of the Harley-Davidson brand name; (s) successfully maintain or achieve a manner in which to sell motorcycles in Europe, China, and the Company's Association of Southeast Asian Nations (ASEAN) countries that does not subject its motorcycles to incremental tariffs; (t) manage its Thailand corporate and manufacturing operation in a manner that allows the Company to avail itself of preferential free trade agreements and duty rates, and sufficiently lower prices of its motorcycles in certain markets; (u) retain and attract talented employees and leadership and qualified and experienced independent directors for its Board of Directors, eliminate personnel duplication, inefficiencies and complexity throughout the organization, and successfully complete transitions of executives, and effectively manage the return to on-site work of Milwaukee-based corporate employees at specified Company facilities; (v) accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices; (w) manage the credit quality, the loan servicing and collection activities, and the recovery rates of HDFS's loan portfolio; (x) prevent a ransomware attack or cybersecurity incidents and data privacy breaches and respond to related evolving regulatory requirements; (y) adjust to tax reform, healthcare inflation and reform and pension reform, and successfully estimate the impact of any such reform on the Company's business; (z) manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles; (aa) implement and manage enterprise-wide information technology systems, including systems at its manufacturing facilities; (bb) manage changes, prepare for, and respond to evolving requirements in legislative and regulatory environments related to its products, services and operations, including increased environmental, safety, emissions or other regulations; (cc) manage its exposure to product liability claims in a manner that avoids or successfully mitigates the impact of substantial jury verdicts and manage exposure in commercial or contractual disputes; (dd) continue to manage the

relationships and agreements that the Company has with its labor unions to help drive long-term competitiveness; (ee) realize the desired business benefits from KKR's and PIMCO's investments in HDFS; (ff) manage risks related to functions the Company outsources and the use of artificial intelligence by the Company and its vendors and suppliers; (gg) optimize capital allocation in light of the Company's capital allocation priorities; (hh) manage the Company's share repurchase strategy; (ii) manage issues related to climate change and related regulations; and (jj) realize the expected effects of the anticipated increase in HDFS' retail finance receivable base on HDFS' operating income.

The Company's ability to sell its motorcycles and related products and services and to meet its financial expectations also depends on the ability of the Company's dealers to sell its motorcycles and related products and services to retail customers. The Company depends on the capability and financial capacity of its dealers to develop and implement effective retail sales plans to create demand for the motorcycles and related products and services they purchase from the Company. In addition, the Company's dealers and distributors may experience difficulties in operating their businesses and selling Harley-Davidson motorcycles and related products and services as a result of weather, economic conditions, or other factors.

The Company believes that HDFS' retail credit losses will continue to change over time due to changing consumer credit behavior, macroeconomic conditions, including the impact of inflation and HDFS's efforts to increase prudently structured loan approvals to sub-prime borrowers. In addition, HDFS's efforts to adjust underwriting criteria based on market and economic conditions and actions that the Company has taken and could take that impact motorcycle values may impact HDFS's retail credit losses.

The Company's operations, demand for its products, and its liquidity could be adversely impacted by changes in tariffs, inflation, work stoppages, facility closures, strikes, natural causes, widespread infectious disease, terrorism, war or other hostilities, including the conflict in Iran, or other factors. Refer to Risk Factors under Item 1.A of this report and Risk Factors under Item 1.A of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of additional risk factors and a more complete discussion of some of the cautionary statements noted above.

Harley-Davidson Inc. published this content on November 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 04, 2026 at 20:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]

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