Harley Davidson selling its financing division ??

[Biketographer]

Do not really understand this; maybe you will.
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.