Harley-Davidson Launches Cash Tender Offer to Buy Back $1.2 Billion in Bonds Early

Cash buyback targets all outstanding 6.50% notes due 2028 and 5.95% notes due 2029 – expires November 21, 2025

By Raine Devries | 17 November 2025

Harley-Davidson Financial Services, Inc. (HDFS), a wholly owned subsidiary of Harley-Davidson, Inc., has issued bonds—essentially large-scale IOUs—that promise to pay back investors in 2028 and 2029, plus interest along the way.

These include $700 million in 6.500% Medium-Term Notes due 2028 (CUSIP: 41284VAC6 / U2465RAC5) and $500 million in 5.950% Medium-Term Notes due 2029 (CUSIP: 41283LBB0 / U24652AW6), totaling over $1.2 billion in outstanding principal.

On November 17, 2025, the company announced a cash tender offer essentially saying: “If you currently hold any of these bonds, we’ll buy them back from you right now for cash, instead of waiting until the original maturity dates.” This move allows HDFS to retire a significant portion of its debt ahead of schedule, potentially strengthening its balance sheet amid evolving market conditions.

They’re offering a fair market price (calculated using current Treasury yields plus a small premium) plus any accrued interest. Specifically, the consideration per $1,000 principal amount is determined by adding a fixed spread—35 basis points for the 2028 Notes and 45 basis points for the 2029 Notes—to the yield to maturity of benchmark U.S. Treasury securities: the 4.25% UST due February 15, 2028, for the earlier notes, and the 3.625% UST due October 31, 2030, for the later ones. Pricing will be based on the bid-side price at 2:00 p.m. New York City time on November 21, 2025, with calculations potentially extending to the par call date if applicable. Accrued interest from the last payment date up to but excluding the settlement date will be added separately.

It’s similar to when you lend a friend $100 and agree they’ll repay you in three years, but then you say, “Actually, I’ll take $100 plus a little extra today, and we’ll call it settled.” In short, Harley-Davidson simply wants to retire some of its existing debt early by paying bondholders now rather than later.

The offers are open to any and all holders, with no minimum tender requirement, making participation straightforward for investors.

Tenders can be submitted until the expiration date of 5:00 p.m. New York City time on November 21, 2025, unless extended.

Holders have withdrawal rights up to that same deadline. Settlement is expected on November 24, 2025, for standard tenders, or November 26, 2025, for those using guaranteed delivery procedures. The company plans to fund the purchases using cash on hand or from its parent, Harley-Davidson, Inc.

This initiative is managed by lead dealer managers J.P. Morgan Securities LLC, TD Securities (USA) LLC, and Wells Fargo Securities, LLC, with Barclays Capital Inc. and U.S. Bancorp Investments, Inc. as co-dealer managers. D.F. King & Co., Inc. serves as the tender and information agent, reachable at (800) 628-8532 or HOG@dfking.com, with the full Offer to Purchase available at https://dfking.com/HOG.

HDFS, based in Milwaukee, specializes in financing wholesale inventory and retail consumer loans for Harley-Davidson and LiveWire motorcycles, primarily in the U.S. and Canada. It also partners with third parties for insurance and protection products. While the company emphasizes that no recommendation is being made on whether to tender, this tender offer reflects a proactive approach to debt management.

Forward-looking statements in the release highlight potential risks, including supply chain disruptions, tariffs, inflation, geopolitical tensions like the Ukraine conflict, and fluctuating interest rates, which could impact execution. Investors are advised to review the full Offer to Purchase and consult advisors, as detailed in Harley-Davidson’s recent SEC filings, including its 2024 Form 10-K and Q3 2025 Form 10-Q.

This strategic repurchase could signal confidence in HDFS’s liquidity and position the company favorably for future growth in the powersports financing sector.

Bondholders interested in participating should act promptly before the November 21 deadline.