Harley-Davidson Financial Services, Inc. Announces Launch of Tender Offers for Any and All of its Outstanding 6.500% Medium-Term Notes due 2028 and 5.950% Medium-Term Notes due 2029

Rhea-AI Summary

Harley-Davidson Financial Services (NYSE:HOG) commenced tender offers on November 17, 2025 to purchase for cash any and all of its outstanding medium-term notes listed below.

• 6.500% notes due 2028: $700,000,000 outstanding; U.S. Treasury reference: 4.25% UST 2/15/2028; fixed spread 35 bps.
• 5.950% notes due 2029: $500,000,000 outstanding; U.S. Treasury reference: 3.625% UST 10/31/2030; fixed spread 45 bps.

The Offers expire at 5:00 p.m. ET on November 21, 2025 (Withdrawal Deadline same time). Settlement is expected on November 24, 2025 (regular) and November 26, 2025 (guaranteed delivery). Consideration per $1,000 is set by the fixed spread plus the referenced Treasury yield; accrued interest will be paid separately.

Positive

• Offer targets up to $700,000,000 of 6.500% notes due 2028
• Offer targets up to $500,000,000 of 5.950% notes due 2029
• Expiration date set at 5:00 p.m. ET November 21, 2025
• Expected settlement on November 24, 2025 (regular) and November 26, 2025 (guaranteed delivery)
• Consideration calculated using fixed spreads of 35 bps and 45 bps plus Treasury yields

Negative

• None.

Insights

Credit Strategist

HDFS is offering to repurchase its 2028 and 2029 medium‑term notes, affecting $1.2 billion of debt with set timelines for tender and settlement.

Harley‑Davidson Financial Services is soliciting tenders for its $700,000,000 of 6.500% notes due 2028 and $500,000,000 of 5.950% notes due 2029. Consideration will be calculated by reference to specified U.S. Treasury reference securities plus the stated fixed spreads (35 bps for the 2028 notes and 45 bps for the 2029 notes) and will exclude accrued interest, which will be paid separately.

The offer mechanics create immediate optionality for noteholders and the issuer: holders may tender through standard or Guaranteed Delivery Procedures before the November 21, 2025 Expiration Date, with expected settlement on November 24, 2025 (standard) and November 26, 2025 (guaranteed deliveries). The Company reserves standard conditionality and unilateral extension/termination rights, and the Offers are not conditioned on a minimum tender amount.

Key dependencies and risks are explicit: acceptance and payment depend on the satisfaction or waiver of the conditions in the Offer to Purchase, and calculation of cash Consideration ties directly to the bid‑side price of the referenced U.S. Treasury securities at 2:00 p.m. New York time on November 21, 2025. Holders must decide without recommendation from the Company or dealer managers, and custodial routing may affect timing and eligibility.

Concrete items to watch over the next week include the actual Consideration published after the November 21, 2025 reference‑time calculation, any Company extension or change to the Expiration Date or Withdrawal Deadline, and the proportion of each issue tendered (full tender versus partial). Monitor settlement timing on November 24, 2025 and November 26, 2025 for execution confirmation.

MILWAUKEE, Nov. 17, 2025 /PRNewswire/ -- Harley-Davidson Financial Services, Inc. (the "Company" or "HDFS"), a subsidiary of Harley-Davidson, Inc., today announced the commencement of tender offers to purchase for cash any and all of the Medium-Term Notes issued by the Company listed in the table below (collectively, the "Notes"). The tender offers (the "Offers") are being made pursuant to the Offer to Purchase, dated November 17, 2025 (the "Offer to Purchase").

Offers to Purchase for Cash Any and All of Harley-Davidson Financial Services, Inc.'s Medium-Term Notes Described in the Table Below

Title of Security	CUSIP No./ISIN No.(1)	Principal Amount Outstanding	U.S. Treasury Reference Security(2)	Bloomberg Reference Page(2)	Fixed Spread(3)
6.500% Medium-Term Notes due 2028	CUSIP: 41284VAC6 / U2465RAC5 ISIN: US41284VAC63 / USU2465RAC52	$700,000,000	4.25% UST due February 15, 2028	FIT5	35 bps
5.950% Medium-Term Notes due 2029	CUSIP: 41283LBB0 / U24652AW6 ISIN: US41283LBB09 / USU24652AW63	$500,000,000	3.625% UST due October 31, 2030	FIT1	45 bps

(1)	No representation is made as to the correctness or accuracy of the CUSIP numbers listed herein.  Such information is provided solely for the convenience of the Holders (as defined below) of the Notes.
(2)	The consideration (the "Consideration") payable per $1,000 principal amount of Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table above plus the yield to maturity of the applicable U.S. Treasury Reference Security specified in the table above based on the bid-side price of such Reference Security on the applicable Reference Page specified in such table at 2:00 p.m., New York City time, on November 21, 2025 (as such date and time may be extended). The calculation of the Consideration may be performed to either the maturity date or the par call date for the Notes, as applicable, in accordance with standard market practice. The Consideration does not include Accrued Interest (as defined below), which will be paid on Notes accepted for purchase by us.
(3)	In addition to the Consideration, holders (each a "Holder" and, collectively, the "Holders") of Notes accepted for purchase pursuant to the Offers, including Notes accepted pursuant to the Guaranteed Delivery Procedures referred to herein, will also receive accrued interest from the last interest payment date of the Notes to, but not including, the Settlement Date (as defined below) (such accrued interest, the "Accrued Interest") .

The Offers may be amended by us in our sole discretion, subject to applicable law. The Offers will expire at 5:00 p.m., New York City time, on November 21, 2025, unless extended or terminated by us (such time and date, as the same may be extended or terminated by us in our sole discretion, subject to applicable law, the "Expiration Date"). Tendered Notes may be withdrawn at or prior to the Expiration Date by following the procedures in the Offer to Purchase, but may not thereafter be validly withdrawn, unless otherwise required by applicable law.

Tenders of Notes after the Expiration Date will not be valid, unless the Guaranteed Delivery Procedures specified in the Offer to Purchase are followed.

We expect to purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase, other than Notes tendered through the Guaranteed Delivery Procedures, on the first business day after the Expiration Date, which is expected to be November 24, 2025 unless extended (the "Settlement Date"). We expect to purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase pursuant to the Guaranteed Delivery Procedures, subject to all conditions to the Offers having been satisfied or waived by us, on the third business day after the Expiration Date, which is expected to be November 26, 2025, unless extended.

Tenders of Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 21, 2025, unless extended by us in our sole discretion (the "Withdrawal Deadline"), but, unless otherwise required by applicable law, may not be validly withdrawn thereafter. The Company may extend the Withdrawal Deadline in its sole discretion. In addition, the Company may extend the Expiration Date without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Holders, subject to applicable law.

Our obligation to accept for purchase and pay for Notes pursuant to the Offers is subject to the satisfaction or waiver by the Company of certain conditions set forth in the Offer to Purchase. The Offers are not conditioned upon the tender of any minimum principal amount of the Notes.

The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Offers. The description of the Offers above is only a summary and is qualified in its entirety by the Offer to Purchase, which may be obtained as described below.

Information Relating to the Tender Offers

J.P. Morgan Securities LLC ("J.P. Morgan"), TD Securities (USA) LLC ("TD Securities") and Wells Fargo Securities, LLC ("Wells Fargo Securities") are the lead dealer managers for the tender offers. Investors with questions regarding the tender offers may contact the lead dealer managers at the following telephone numbers: (i) J.P. Morgan at (866) 834-4666 (toll-free) or (212) 834-3554 (collect), (ii) TD Securities at (866) 584-2096 (toll-free) or (212) 827-2842 (collect), and (iii) Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4759 (collect). D.F. King & Co., Inc. is the tender and information agent for the tender offers and can be contacted at (800) 628-8532 (toll-free) (bankers and brokers can call collect at (646) 856-8002) or by email at HOG@dfking.com. Barclays Capital Inc. and U.S. Bancorp Investments, Inc. are co-dealer managers for the Offers.

None of the Company or its affiliates, their respective boards of directors, the lead dealer managers, the co-dealer managers, the tender and information agent, and the trustee with respect to any Notes is making any recommendation as to whether Holders should tender any Notes in response to the Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

Holders are urged to evaluate carefully all information in this press release, including the documents referred to herein, consult their own investment and tax advisors and make their own decisions whether to tender some or all of their Notes. If a Holder holds Notes through a custodian bank, broker, dealer, commercial bank, trust company or other nominee, it should contact such custodian or nominee if it wishes to tender its Notes.

The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling (800) 628-8532 (toll-free) (bankers and brokers can call collect at (646) 856-8002) or by email at HOG@dfking.com. Additionally, copies of the Offer to Purchase are available at the following webpage: https://dfking.com/HOG. 

About HDFS
Harley-Davidson Financial Services, Inc. is a Delaware corporation and a subsidiary of Harley-Davidson, Inc. ("Harley-Davidson"). It is engaged in the business of financing and servicing wholesale inventory receivables and retail consumer loans, primarily for the purchase of Harley-Davidson^® and LiveWire^® motorcycles. HDFS works with certain unaffiliated third parties to provide motorcycle insurance and voluntary protection products to motorcycle owners. It conducts business principally in the United States and Canada. The dealers of Harley-Davidson Motor Company as well as their retail customers in Europe, the Middle East and Africa, Asia Pacific and Latin America generally have access to financing through third party financial institutions, some of which have licensing agreements with HDFS.

Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "believes", "anticipates", "expects", "plans", "projects", "may", "will", "estimates", "targets", "intends", "forecasts", "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 press release. Certain of such risks and uncertainties are described below as well as in Item 1A. Risk Factors of Harley-Davidson's Annual Report on Form 10-K for the year ended December 31, 2024 and in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as well as those discussed in the Offer to Purchase. 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.

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 following: (i) the ability of each of Harley-Davidson and the Company to execute its respective business plans and strategies; (ii) the ability of Harley-Davidson to 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 Ukraine, or natural disasters and longer shipping times and increased logistics costs; (iii) the ability of Harley-Davidson to manage and predict the impact that new, reinstated or adjusted tariffs may have on its 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; (iv) the ability of Harley-Davidson to accurately analyze, predict and react to changing market conditions, interest rates, and geopolitical environments, and successfully adjust to shifting global consumer needs and interests; (v) the ability of Harley-Davidson to 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 Harley-Davidson's complex global supply chain; (vi) the ability of Harley-Davidson to 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 Harley-Davidson's brand or business; (vii) the ability of Harley-Davidson and the Company to 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 Ukraine; (viii) the ability of Harley-Davidson and the Company to successfully access the capital and/or credit markets on terms that are acceptable to Harley-Davidson and the Company and within their respective expectations; (ix) the ability of Harley-Davidson to successfully carry out its global manufacturing and assembly operations; (x) the ability of Harley-Davidson to develop and introduce products, services and experiences on a timely basis that the market accepts, that enable Harley-Davidson to generate desired sales levels and that provide the desired financial returns, including successfully implementing and executing plans to strengthen and grow its leadership position in Grand American Touring, large Cruiser and Trike, and grow its complementary businesses; (xi) the ability of Harley-Davidson to perform in a manner that enables Harley-Davidson to benefit from market opportunities while competing against existing and new competitors; (xii) the ability of Harley-Davidson to manage the impact that prices for and supply of used motorcycles may have on its business, including on retail sales of new motorcycles; (xiii) the ability of Harley-Davidson to prevent, detect and remediate any issues with its motorcycles, or any issues associated with the manufacturing 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; (xiv) the ability of Harley-Davidson to successfully manage and reduce costs throughout the business; (xv) the ability of Harley-Davidson to continue to develop the capabilities of its distributors and dealers, effectively implement changes relating to its dealers and distribution methods, including Harley-Davidson's dealer footprint, and manage the risks that its dealers may have difficulty obtaining capital and managing through changing economic conditions and consumer demand; (xvi) the ability of Harley-Davidson to realize the expected business benefits from LiveWire operating as a separate public company, which may be affected by, among other things: (A) the ability of LiveWire to execute its plans to develop, produce, market and sell its electric vehicles; (B) the demand for and consumer willingness to adopt two- and three-wheeled electric vehicles; and (C) other risks and uncertainties indicated in documents filed with the Securities and Exchange Commission by Harley-Davidson 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 and applicable updates under Item 1.A of the LiveWire Group, Inc.'s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC; (xvii) the ability of Harley-Davidson to manage the quality and regulatory non-compliance issues relating to the brake hose assemblies provided to Harley-Davidson 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; (xviii) the ability of Harley-Davidson to maintain a productive relationship with Hero MotoCorp as a distributor and licensee of the Harley-Davidson brand name; (xix) the ability of Harley-Davidson to successfully maintain or achieve a manner in which to sell motorcycles in Europe, China, and Harley-Davidson's Association of Southeast Asian Nations (ASEAN) countries that does not subject its motorcycles to incremental tariffs; (xx) the ability of Harley-Davidson to manage its Thailand corporate and manufacturing operation in a manner that allows Harley-Davidson to avail itself of preferential free trade agreements and duty rates, and sufficiently lower prices of its motorcycles in certain markets; (xxi) the ability of Harley-Davidson and the Company to retain and attract talented employees and leadership, eliminate personnel duplication, inefficiencies and complexity throughout the organization, and successfully complete transitions of executives, and the ability of Harley-Davidson to retain and attract qualified and experienced independent directors for Harley-Davidson's Board of Directors; (xxii) the ability of Harley-Davidson and the Company to accurately estimate and adjust to fluctuations in foreign currency exchange rates, interest rates and commodity prices; (xxiii) the ability of Harley-Davidson and the Company to manage the credit quality, the loan servicing and collection activities, and the recovery rates of the Company's loan portfolio; (xxiv) the  ability of Harley-Davidson and the Company to prevent a ransomware attack or cybersecurity incidents and data privacy breaches and respond to related evolving regulatory requirements; (xxv) the ability of Harley-Davidson and the Company to adjust to tax reform, healthcare inflation and reform and pension reform, and successfully estimate the impact of any such reform on Harley-Davidson's and the Company's business; (xxvi) the ability of Harley-Davidson to manage through the effects inconsistent and unpredictable weather patterns may have on retail sales of motorcycles; (xxvii) the ability of Harley-Davidson and the Company to implement and manage enterprise-wide information technology systems, including systems at Harley-Davidson's manufacturing facilities; (xxviii) the ability of Harley-Davidson and the Company to manage changes, prepare for, and respond to evolving requirements in legislative and regulatory environments related to their respective products, services and operations, including increased environmental, safety, emissions or other regulations; (xxix) the ability of Harley-Davidson to 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; (xxx) the ability of Harley-Davidson to continue to manage the relationships and agreements that Harley-Davidson has with its labor unions to help drive long-term competitiveness; (xxxi) the ability of Harley-Davidson and the Company to manage third-party investment(s) in the Company in a manner consistent with Harley-Davidson's and the Company's objectives and that does not adversely affect their respective businesses; (xxxii) the ability of Harley-Davidson and the Company to manage risks related to outsourced functions and use of artificial intelligence; (xxxiii) the ability of Harley-Davidson to achieve anticipated results with respect to Harley-Davidson's preowned motorcycle program, Harley-Davidson Certified, Harley-Davidson's H-D1 Marketplace, and Apparel and Licensing; (xxxiv) the ability of Harley-Davidson to optimize capital allocation in light of Harley-Davidson's capital allocation priorities; (xxxv) the ability of Harley-Davidson to manage Harley-Davidson's share repurchase strategy; and (xxxvi) the ability of Harley-Davidson to manage issues related to climate change and related regulations.

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

The Company is not under any obligation to, and does not intend to, publicly update or review any forward-looking statement or other statement in this press release, the Offer to Purchase or in any related supplement the Company prepares or authorizes or in any documents referred to in the Offer to Purchase, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this press release and in the Offer to Purchase that attempt to advise interested parties of the risks and factors that may affect the Company's business, prospects and results of operations.

# # # (HOG-OTHER)

 

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SOURCE Harley-Davidson, Inc.

FAQ

What notes is Harley-Davidson Financial Services (HOG) offering to buy back in November 2025?

The company is offering to purchase any and all of its 6.500% notes due 2028 ($700M) and 5.950% notes due 2029 ($500M).

When does the HOG tender offer expire and what are the settlement dates?

The Offers expire at 5:00 p.m. ET on November 21, 2025; expected settlement is November 24, 2025 (regular) and November 26, 2025 (guaranteed delivery).

How is the purchase price (consideration) determined for HOG's tender offers?

Consideration per $1,000 is determined by the specified fixed spread (35 bps or 45 bps) plus the yield to maturity of the referenced U.S. Treasury on the reference page at 2:00 p.m. ET on November 21, 2025; accrued interest is paid separately.

Are there minimum tender conditions for Harley-Davidson Financial Services' offers (NYSE:HOG)?

No; the Offers are not conditioned on the tender of any minimum principal amount, though acceptance remains subject to the Company's stated conditions.

Who are the dealer managers and how can investors get the Offer to Purchase for HOG notes?

Lead dealer managers are J.P. Morgan, TD Securities, and Wells Fargo Securities; the Offer to Purchase is available from D.F. King free of charge or at https://dfking.com/HOG.