S-8

File No. 333 _______

As filed with the United States Securities and Exchange Commission on November 9, 2023

______________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

________________________________

HARLEY-DAVIDSON, INC.

(Exact name of Registrant as specified in its charter)

Wisconsin	39-1382325
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
3700 West Juneau Avenue Milwaukee, Wisconsin	53208
(Address of principal executive offices)	(Zip Code)

HARLEY-DAVIDSON, INC. 2020 INCENTIVE STOCK PLAN

(Full title of the plan)

Paul J. Krause

Vice President, Chief Legal Officer and

Chief Compliance Officer

3700 West Juneau Avenue

Milwaukee, Wisconsin 53208

(414) 343-4656

(Name, address and telephone number of agent for service)

Copies to:

Patrick G. Quick, Esq.

Foley & Lardner LLP

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

(414) 271-2400

_______________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o
	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

_______________________

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

The purpose of this Registration Statement is to register 3,100,000 additional shares of Common Stock, $0.01 par value, of Harley-Davidson, Inc. (the “Company”) in connection with the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “Plan”).

Pursuant to General Instruction E of Form S-8, the contents of the Company’s Registration Statement on Form S-8 relating to the Plan, Registration No. 333-263074, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The exhibits filed herewith or incorporated herein by reference are set forth in the Exhibit Index that appears below.

EXHIBIT INDEX

Exhibit Number	Description
4.1	Restated Articles of Incorporation of Harley-Davidson, Inc. as amended through May 28, 2020 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2021 (File No. 1-9183))
4.2	Amended and Restated By-Laws of Harley-Davidson, Inc., effective as of February 4, 2022 (incorporated herein by reference to Exhibit 3.01 to the Registrant's Current Report on Form 8-k dated February 8, 2022 (File No. 1-9183))
4.3	Amended and Restated Harley-Davidson, Inc. 2020 Incentive Stock Plan (incorporated herein by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A for the Registrant’s Annual Meeting of Shareholders held on May 12, 2022 filed on April 1, 2022 (File No. 001-09183)).
5	Opinion of Foley & Lardner LLP.
23.1	Consent of Ernst & Young, LLP.
23.2	Consent of Foley & Lardner LLP (contained in Exhibit (5)).
24	Power of Attorney (contained on the signature page to this Registration Statement).
107	Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on November 9, 2023.

HARLEY-DAVIDSON, INC.

/s/ Jochen Zeitz

By:

Jochen Zeitz

Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities on or before November 9, 2023. Each person whose signature appears below constitutes and appoints Jonathan R. Root, Mark R. Kornetzke and Paul J. Krause, and each of them individually, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURE	TITLE
/s/ Jochen Zeitz	Chairman, President and Chief Executive Officer (Principal executive officer)
Jochen Zeitz
/s/ Jonathan R. Root	Chief Financial Officer (Principal financial officer)
Jonathan R. Root
/s/ Mark R. Kornetzke	Chief Accounting Officer (Principal accounting officer)
Mark R. Kornetzke
	Director
Troy Alstead
/s/ Jared Dourdeville	Director
Jared Dourdeville
/s/ James D. Farley, Jr.	Director
James D. Farley, Jr.

/s/ Allan Golston	Director
Allan Golston
/s/ Sara L. Levinson	Director
Sara L. Levinson
/s/ Norman Thomas Linebarger	Director
Norman Thomas Linebarger
/s/ Rafeh Masood	Director
Rafeh Masood
/s/ Maryrose T. Sylvester	Director
Maryrose T. Sylvester

EX-FILING FEES

4889-5770-5328.2 Calculation of Filing Fee Tables FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________________ HARLEY-DAVIDSON, INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $.01 par value per share Other 3,100,000(3) $28.42(2) $88,102,000.00 (2) 0.00014760 $13,003.86 Total Offering Amounts - $88,102,000.00 - $13,003.86 Total Fee Offsets - - - - Net Fee Due - - - $13,003.86 (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of Harley-Davidson, Inc. Common Stock that may be offered or sold pursuant to the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “Plan”) as a result of stock splits or stock dividends. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. (2) Estimated pursuant to Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of Harley-Davidson, Inc. Common Stock as reported on the New York Stock Exchange on November 6, 2023. (3) Represents 3,100,000 additional shares of Harley-Davidson, Inc. Common Stock issuable under the Plan.

EX-5

AUSTIN BOSTON CHICAGO DALLAS DENVER DETROIT HOUSTON JACKSONVILLE LOS ANGELES MADISON MEXICO CITY MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA WASHINGTON, D.C. BRUSSELS TOKYO 4871-1917-9375.5 November 9, 2023 ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Ladies and Gentlemen: We have acted as counsel for Harley-Davidson, Inc., a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 3,100,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”), that may be issued pursuant to the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “2020 Plan”). In connection with our representation, we have examined: (a) the 2020 Plan, (b) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Restated Articles of Incorporation and the Amended and Restated By- Laws of the Company, each as amended to date; (d) the resolutions of the Company’s Board of Directors relating to the 2020 Plan and the issuance of the Shares thereunder; and (e) such other corporate proceedings, documents and records as we have deemed necessary or appropriate to enable us to render this opinion. We have also assumed the accuracy of all other information provided to us by the Company during the course of our investigations on which we have relied in issuing the opinion expressed below. In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. Based on the foregoing, we are of the opinion that the Shares, if and when issued by the Company pursuant to the terms and conditions of the 2020 Plan and as contemplated by the Registration Statement, will be legally issued, fully paid and nonassessable. With respect to the foregoing opinion, at one time, Section 180.0622(2)(b) of the Wisconsin Business Corporation Law imposed personal liability upon shareholders for debts owing to employees of the Company for services performed, but not exceeding six months’ service in any one case. This statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies to debts incurred on or after June 14, 2006.

Harley-Davidson, Inc. November 9, 2023 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Foley & Lardner LLP

EX-23.1

Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Harley-Davidson, Inc. 2020 Incentive Stock Plan of our reports dated February 24, 2023, with respect to the consolidated financial statements and schedule of Harley-Davidson Inc. and the effectiveness of internal control over financial reporting of Harley-Davidson Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Milwaukee, Wisconsin November 9, 2023

EX-23.2

AUSTIN BOSTON CHICAGO DALLAS DENVER DETROIT HOUSTON JACKSONVILLE LOS ANGELES MADISON MEXICO CITY MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SILICON VALLEY TALLAHASSEE TAMPA WASHINGTON, D.C. BRUSSELS TOKYO 4871-1917-9375.5 November 9, 2023 ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5306 414.271.2400 TEL 414.297.4900 FAX www.foley.com Harley-Davidson, Inc. 3700 West Juneau Avenue Milwaukee, Wisconsin 53208 Ladies and Gentlemen: We have acted as counsel for Harley-Davidson, Inc., a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 3,100,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”), that may be issued pursuant to the Harley-Davidson, Inc. 2020 Incentive Stock Plan (the “2020 Plan”). In connection with our representation, we have examined: (a) the 2020 Plan, (b) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Restated Articles of Incorporation and the Amended and Restated By- Laws of the Company, each as amended to date; (d) the resolutions of the Company’s Board of Directors relating to the 2020 Plan and the issuance of the Shares thereunder; and (e) such other corporate proceedings, documents and records as we have deemed necessary or appropriate to enable us to render this opinion. We have also assumed the accuracy of all other information provided to us by the Company during the course of our investigations on which we have relied in issuing the opinion expressed below. In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. Based on the foregoing, we are of the opinion that the Shares, if and when issued by the Company pursuant to the terms and conditions of the 2020 Plan and as contemplated by the Registration Statement, will be legally issued, fully paid and nonassessable. With respect to the foregoing opinion, at one time, Section 180.0622(2)(b) of the Wisconsin Business Corporation Law imposed personal liability upon shareholders for debts owing to employees of the Company for services performed, but not exceeding six months’ service in any one case. This statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies to debts incurred on or after June 14, 2006.

Harley-Davidson, Inc. November 9, 2023 Page 2 We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Foley & Lardner LLP