MILWAUKEE, Nov. 24, 2025 /PRNewswire/ -- Harley-Davidson Financial Services, Inc. (the "Company" or "HDFS"), a subsidiary of Harley-Davidson, Inc., today announced the expiration and results 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 Offers were made under the Offer to Purchase, dated November 17, 2025 (the "Offer to Purchase"). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase. The Offers expired at 5:00 p.m., New York City time, on November 21, 2025 (the "Expiration Date").

According to information provided by D.F. King & Co., Inc., the Tender and Information Agent for the Offers, $792,209,000 aggregate principal amount of Notes were validly tendered by the Expiration Date and not validly withdrawn. This amount excludes $8,090,000 aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery under the guaranteed delivery procedures specified in the Offer to Purchase (the "Guaranteed Delivery Procedures") that were submitted by the Expiration Date, all of which remain subject to performance of the delivery requirements under the Guaranteed Delivery Procedures.

The table below includes information about the aggregate principal amount of Notes referred to above broken out between 2028 Notes and 2029 Notes.

The Consideration for each $1,000 principal amount of Notes accepted for purchase in the Offer is $1,055.12 for 2028 Notes and $1,059.55 for 2029 Notes. In addition to the Consideration, Holders whose Notes are accepted for purchase will receive a cash payment representing the accrued and unpaid interest (such interest as described below, the "Accrued Interest") on such Notes from the last interest payment date up to, but not including, the Settlement Date (as defined below). Interest will cease to accrue on the Settlement Date for all Notes accepted for purchase, including those tendered pursuant to the Guaranteed Delivery Procedures.

Excluding Notes reflected in Notices of Guaranteed Delivery, the Company intends to accept for purchase the principal amount of all Notes specified in the table above and pay the applicable Consideration and Accrued Interest for such Notes on the Settlement Date, which is expected to be today, November 24, 2025, unless extended (the date on which such payment occurs is the "Settlement Date"). The Company expects to accept for purchase and pay the applicable Consideration and Accrued Interest for the principal amount of all Notes tendered in compliance with the Guaranteed Delivery Procedures on November 26, 2025 unless extended.

The description of the Offers in this press release is only a summary and is qualified in its entirety by reference to 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 has been or will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Offers were only 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.

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SOURCE Harley-Davidson, Inc.