| Item 1. | |
| (a) | Name of issuer:
HARLEY-DAVIDSON, INC. |
| (b) | Address of issuer's principal executive offices:
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| Item 2. | |
| (a) | Name of person filing:
H Partners Management, LLC ("H Partners Management")
Rehan Jaffer ("Mr. Jaffer")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
H Partners Management, LLC
888 Seventh Avenue, 29th Floor
New York, New York 10019
Rehan Jaffer
888 Seventh Avenue, 29th Floor
New York, New York 10019 |
| (c) | Citizenship:
H Partners Management:
Delaware
Mr. Jaffer:
United States |
| (d) | Title of class of securities:
Common Stock, $0.01 par value |
| (e) | CUSIP No.:
412822108 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on June 30, 2025, the Reporting Persons beneficially owned an aggregate of 8,000,000 shares of Common Stock, $0.01 par value (the "Shares") of the Issuer.
The filing of this Schedule 13G shall not be deemed an admission that the Reporting Persons are the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (b) | Percent of class:
The following percentages are based on 121,487,659 Shares outstanding as of April 29, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2025.
As of the close of business on June 30, 2025, the Reporting Persons beneficially owned approximately 6.6% of the outstanding Shares. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on May 28, 2025. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)