Harley-Davidson Financial Services, Inc. Announces Pricing 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 (HDFS) priced tender offers to buy any and all of its outstanding 6.500% notes due 2028 ($700,000,000) and 5.950% notes due 2029 ($500,000,000) on November 21, 2025.

The Consideration per $1,000 principal is $1,055.12 for the 2028 notes and $1,059.55 for the 2029 notes, calculated using a settlement date of November 24, 2025 (Guaranteed Delivery settlement expected on or about November 26, 2025). Offers expire 5:00 p.m. ET on November 21, 2025. Accrued interest will be paid on accepted notes. Dealer managers and the tender agent contacts are identified for holders seeking assistance.

Positive

• Offer covers all outstanding $700,000,000 2028 notes
• Offer covers all outstanding $500,000,000 2029 notes
• Consideration set at $1,055.12 per $1,000 for 2028 notes
• Consideration set at $1,059.55 per $1,000 for 2029 notes
• Expected primary Settlement Date: November 24, 2025 (guaranteed on or about November 26, 2025)

Negative

• Consideration exceeds par for both notes, creating immediate cash outflow above principal
• Offers require payment on or about Nov 24–26, 2025, creating near-term liquidity requirement

Insights

Capital Markets Strategist

HDFS priced cash tender offers to repurchase two tranches of medium‑term notes with settlement expected in late November 2025.

What happens: The company set the Reference Yield and Consideration per $1,000 for the 6.500% notes due 2028 and the 5.950% notes due 2029, showing Consideration of $1,055.12 and $1,059.55 respectively. The Offers expire at 5:00 p.m. New York time on November 21, 2025, with expected Settlement Dates of November 24, 2025 (regular tenders) and on or about November 26, 2025 (guaranteed delivery tenders).

Dependencies and immediate risks: Acceptance depends on holders validly tendering by the Expiration Date or using the Guaranteed Delivery Procedures by the second business day after expiration (expected November 25, 2025). The Offers contain issuer discretion to amend, extend, or terminate, and are not conditioned on a minimum tender amount. Accrued interest will be paid up to but not including the Settlement Date.

What to watch and timing: Monitor reported acceptance amounts versus the aggregate outstanding principal ($700,000,000 for the 2028 Notes and $500,000,000 for the 2029 Notes), any announcement of an extension or termination before November 21, 2025, and final Settlement outcomes on or about November 24, 2025 and November 26, 2025.

MILWAUKEE, Nov. 21, 2025 /PRNewswire/ -- Harley-Davidson Financial Services, Inc. (the "Company" or "HDFS"), a subsidiary of Harley-Davidson, Inc., today announced the pricing of its tender offers to purchase for cash (the "Offers") any and all of its outstanding 6.500% Medium-Term Notes due 2028 (the "2028 Notes") and 5.950% Medium-Term Notes due 2029 (the "2029 Notes" and, together with the 2028 Notes, the "Notes"). The table below shows the applicable Reference Yield and Consideration for the Notes, calculated as of 2:00 p.m., New York City time, today, November 21, 2025, in accordance with the Offer to Purchase (as defined below).

Title of Security	CUSIP No./ISIN No.	Aggregate Principal Amount Outstanding	U.S. Treasury Reference Security	Reference Yield	Bloomberg Reference Page	Fixed Spread	Consideration(1)
6.500% Medium- Term Notes due 2028	CUSIP: 41284VAC6 / U2465RAC5 ISIN: US41284VAC63 / USU2465RAC52	$700,000,000	4.25% UST due  February 15, 2028	3.523 %	FIT5	35 bps	$1,055.12
5.950% Medium- Term Notes due 2029	CUSIP: 41283LBB0 / U24652AW6 ISIN: US41283LBB09 / USU24652AW63	$500,000,000	3.625% UST due  October 31, 2030	3.639 %	FIT1	45 bps	$1,059.55

____________________

(1)

This is the applicable consideration (the "Consideration") that will be payable per $1,000 principal amount of Notes accepted for purchase, including through the Guaranteed Delivery Procedures (as defined below). The calculation of the Consideration uses a Settlement Date (as defined below) of November 24, 2025 and the applicable Par Call Date, which is February 10, 2028 for the 2028 Notes and May 11, 2029 for the 2029 Notes. The Consideration does not include Accrued Interest (as defined below), which will be paid on Notes accepted for purchase.

The Offers are being made solely pursuant to the terms and conditions set forth in the Offer to Purchase, dated November 17, 2025 (the "Offer to Purchase"). Holders of Notes ("Holders") are urged to carefully read the Offer to Purchase before making any decision with respect to the Offers. The Offers are not conditioned on any minimum amount of Notes being tendered. The Company may amend, extend or terminate either or both of the Offers in its sole discretion, subject to applicable law.

The Offers will expire at 5:00 p.m., New York City time, today, November 21, 2025, unless extended or terminated by the Company (such time and date, as the same may be extended or terminated by the Company in its 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.

Holders of the Notes must validly tender and not validly withdraw their Notes, or submit the Notice of Guaranteed Delivery substantially in the form attached to the Offer to Purchase and comply with the related procedures specified in the Offer to Purchase (the "Guaranteed Delivery Procedures"), prior to the Expiration Date to be eligible to receive the Consideration. Accrued and unpaid interest (such interest as described below, the "Accrued Interest") will be paid on all Notes validly tendered and accepted for purchase pursuant to the Offers, including Notes accepted pursuant to the Guaranteed Delivery Procedures, from the last interest payment date up to, but not including, the Settlement Date. The Company expects to pay the Consideration plus Accrued Interest for all Notes validly tendered and accepted for purchase (other than Notes tendered pursuant to the Guaranteed Delivery Procedures) on November 24, 2025 unless extended. The date on which payment of the Consideration and Accrued Interest occurs is the "Settlement Date".

For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase, the deadline to validly tender their Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York City time, on November 25, 2025. The Company expects to pay the Consideration plus Accrued Interest for all Notes validly tendered and accepted for purchase pursuant to the Guaranteed Delivery Procedures on or about November 26, 2025, the third business day after the Expiration Date.

The description of the Offers above is only a summary and is qualified in its entirety by the Offer to Purchase.

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.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offers are only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offers.

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 did Harley-Davidson Financial Services announce about the 6.500% notes due 2028 (HOG)?

HDFS priced a tender offer to purchase any and all of the $700,000,000 6.500% notes due 2028 with Consideration of $1,055.12 per $1,000 and an expected Settlement Date of Nov 24, 2025.

What are the terms for the 5.950% medium-term notes due 2029 tender offer for HOG?

The tender offer for the $500,000,000 5.950% notes due 2029 has Consideration of $1,059.55 per $1,000, with settlement expected on or about Nov 24–26, 2025.

When do HOG tender offers expire and what are the guaranteed delivery deadlines?

The Offers expire at 5:00 p.m. ET on Nov 21, 2025; guaranteed delivery tender deadline is expected to be 5:00 p.m. ET on Nov 25, 2025 with payment on or about Nov 26, 2025.

Will holders receive accrued interest if their HOG notes are accepted in the tender offers?

Yes. Accrued and unpaid interest will be paid on all notes validly tendered and accepted from the last interest payment date up to, but not including, the Settlement Date.

Are the HOG tender offers conditioned on a minimum amount tendered?

No. The Offers are not conditioned on any minimum amount of notes being tendered; the company may still amend, extend, or terminate the Offers in its discretion.

Who should HOG note holders contact with questions about the tender offers?

Lead dealer managers are J.P. Morgan, TD Securities, and Wells Fargo Securities; the tender and information agent is D.F. King & Co., with contact numbers provided for each.