Harley-Davidson Inc

Item 1A. Risk Factors

An investment in Harley-Davidson, Inc. involves risks, including the risk factors discussed in Item 1A. Risk Factors of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, which have not materially changed except as set forth below. The following risk factors have been updated to reflect new developments and emerging risks related to governmental actions related to tariffs and international trade and the pending activist campaign by H Partners, one ofs well as the search for the Company's largest shareholdersnext CEO.

Changes in national policy, governmental actions related to tariffs or international trade agreements, as well as shifts in social, political, regulatory, and economic conditions or laws and policies governing foreign trade, manufacturing, development, and investment in the regions where the Company operates, can significantly impact the Company's business. Such changes could lead to negative sentiments towards the Company, potentially depressing economic activity or, restricting access to suppliers or customers, and thereby have a material adverse effect on the Company's business, results of operations and outlook. In January 2025, the global tariff landscape began to quickly change with the U.S. implementing tariffs on goods from various foreign countries, either generally or with respect to certain products, and certain of those foreign countries implementing rebalancing tariffs on goods from the U.S., either generally or with respect to certain products. In certain circumstances the U.S. and certain foreign countries temporarily suspended tariffs they had recently implemented, either in whole or in part. Since then, the U.S. has continued to impose tariffs on imported goods, and affected countries have responded by imposing tariffs on U.S. goods. In April 2025, the U.S. announced a baseline tariff of 10% on goods from all countries and instituted additional individualized reciprocal tariffs for countries with which the U.S. has significant trade deficits. The U.S. continues to implement new, reinstated or adjusted tariffs, and the Company expects that it will continue with this practice. Foreign countries subject to these U.S. tariffs continue to implement new, reinstated or adjusted rebalancing tariffs, and the Company expects that foreign countries will continue with that practice. For

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example, in February 2025, the U.S. imposed additional tariffs owere imposed on imports from China, and China responded with retaliatory tariffs on U.S. goods. The U.S. and foreign countries may also amend, suspend or withdraw their respective recently-enacted tariffs at any time. If the recently-enacted tariffs are not amended, suspended or withdrawn, it is likely to negatively impact the Companys ability to sell products domestically and internationally at or near current prices as tariffs impact the cost of raw materials, components and motorcycles.

For example, in 2018, the U.S. implemented tariffs on steel and aluminum imports into the U.S. from the EU, and in response, the EU implemented incremental rebalancing tariffs of 25% on certain products imported into the EU, including non-electric motorcycles. In April 2021, the 2018 incremental rebalancing tariffs of 25% started to apply, resulting in a 31% duty on the Companys motorcycles imported into the EU from its manufacturing facilities in the U.S. and Thailand. These  2018 incremental rebalancing tariffs of 25% were suspended in October 2021 pending negotiations between the U.S. and EU and were recently further suspended until July 14August 6, 2025. Further, ifOn July 27, 2025, the U.S. and EU are unable to reach a solutionnnounced a framework trade agreement. However, the effects of that framework agreement on the steel and aluminum tariffs,Company are uncertain. In particular, it is unclear what effect the EU has aframework agreemended itt may have on the EU's 2018 incremental rebalancing tariffs of 25% on motorcycles, removing including whethe additionr those incremental tariff of 50% on U.S.-origin motorcycles and amending the tariff to 25%, effective July 14s will go into effect on or after August 6, 2025. 

The U.S. tariffs and rebalancing tariffs that were recently enacted or that may be enacted have contributed to uncertainty about current global economic conditions. In addition to impacting the cost of motorcycles, sustained uncertainty could increase the cost of components and raw materials used to make the Companys motorcycles and other products and result in a global economic slowdown and long-term changes to global trade. Higher production costs could make the Companys motorcycles and other products less affordable for consumers, both in the U.S. and in foreign countries, and negatively impact consumer demand.

The Companys operations are dependent upon attracting and retaining skilled employees, including skilled labor, executive officers and other senior leaders. The Companys future success depends on its continuing ability to: (i) identify, hire, develop, motivate, retain and promote skilled personnel for all areas of its organization;, (ii) effectively execute reorganization actions within expected costs and realize the expected benefits of those actions; and (iii) attract qualified and experienced independent directors for its Board of Directors. The Company is highly dependent on its senior management, other key personnel, and its Board. The loss of key personnel or independent directors could adversely affect the Companys operations and profita, or inability. The current activist campaign by one o of the Companys largest shareholders, H Partners, contesting the composition of the Company's senior management and Board could adverse to successfully impact the Company's ability to attract adentify and retain skilled employees and employees' productivity. An activist campaign of the type the Company is currently experiencing demands considerable time hire the right new Chief Executive Officer and attentransition from senior management, other key personnel and the Board, redirectingto that Chief Executive Officer, could adversely affect their focus away from implementing Companys operations and overseeing the Companys strategprofitability. Any perceived uncertainties regarding the Company's future direction and control, its ability to execute its strategy, or alterations to the composition of its Board or senior management team a, including uncertainties a result ofrising from the

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Compactivist campaignny's CEO search and eventual transition, could create a perception of instability or a shift in business direction, affecting the Companys ability to attract or retain qualified personnel or independent directors. Further, the Companys current and future total compensation arrangements, which include benefits and incentive awards, may not be successful in attracting new employees and retaining and motivating the Companys existing employees. In addition, the Company must cultivate and sustain a work environment where employees are engaged and energized in their jobs to maximize their performance, and the Company must effectively execute reorganization actions. If the Company does not succeed in attracting new personnel, retaining existing personnel, implementing effective succession plans and motivating and engaging personnel, including executive officers, the Company may be unable to develop and distribute products and services and effectively execute its plans and strategies.

Activist shareholders or activist campaigns could cause the Company to incur substantial costs, hinder the execution of the Companys strategy or have other adverse impacts on the Company. The Company may receive proposals from shareholders requesting certain corporate actions that may not align with the Companys business strategies or the interests of the Companys other shareholders or be the target of activist campaigns aimed at pressuring the Company to take actions that do not align with the Companys business strategies or the interests of the Companys shareholders. For example, one of the Companys largest shareholders, H Partners, launched an activist campaign during this years proxy season contesting the composition of the Company's senior management and Board. If the composition of the Company's senior management and Board are ultimately impacted by H Partner's activist campaign, it may adversely affect the Company's rigorous and comprehensive CEO search process, its ongoing Board refreshment efforts, and the execution of the Company's Hardwire strategic plan. A proxy contest is costly and time-consuming, requiring the Company to retain advisors on these matters, including legal, financial, and public relations, and requires significant time and attention by our Board and management, disrupting the Companys operations by diverting their attention. Furthermore, the Company may become involved in legal

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proceedings stemming from the activist campaign, and such actions would serve as a further distraction to the Board and management and may require the Company to incur substantial additional costs. Any perceived uncertainties regarding the Company's future direction and control, its ability to execute its strategy, or alterations to the composition of its Board or senior management team as a result of the activist campaign could create a perception of instability or a shift in business direction.  

These perceived uncertainties may lead to the loss of potential business opportunities, hinder the pursuit of strategic initiatives, or restrict the  Companys ability to attract or retain qualified personnel and business partners, affecting the Companys business, operating results, and the market price and volatility of its common stock.

The Comp disclaims any disclaims any obligation to update these risk factors or any other forward-looking statements. The Company assumes no obligation, and specifically disclaims any such obligation, to update these risk factors or any other forward-looking statements to reflect actual results, changes in assumptions or other factors affecting such forward-looking statements.