UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 31, 2025 (the “Closing Date”), Harley-Davidson Financial Services, Inc. (“HDFS”), a Delaware corporation and wholly owned subsidiary of Harley-Davidson, Inc. (the “Company”), completed the previously announced issuance of Class A Common Stock in HDFS (the “Common Stock”) equivalent to (i) 4.9% of the Common Stock (on a fully diluted basis) to KKR Morrow OpCo Aggregator LLC, a Delaware limited liability company (“KKR-OpCoAgg”) and (ii) 4.9% of the Common Stock (on a fully diluted basis) to the PIMCO Entities (as defined below), as assignees of Cavendish LLC, a Delaware limited liability company (“Cavendish”) pursuant to an Assignment (as defined below), resulting in a total issuance of 9.8% of the Common Stock, after giving effect to the issuances (the “Subscription Closing”). Prior to the Subscription Closing, on October 31, 2025, Cavendish and HDFS executed a certain assignment and assumption agreement (the “Assignment”), that assigned to certain affiliates of Cavendish (collectively, the “PIMCO Entities”) all rights, title and interests in and to, and obligations and liabilities under, the subscription agreement between HDFS and Cavendish dated July 30, 2025. Cavendish LLC and each of the PIMCO Entities are directly or indirectly beneficially owned by one or more funds or separate accounts for which Pacific Investment Management Company LLC is the investment manager.
In connection with the Subscription Closing, HDFS and the Company simultaneously entered into that certain HDFS stockholders agreement with KKR-OpCoAgg and HDFS stockholders agreement with the PIMCO Entities, in each case effective as of the Closing Date and on the terms and conditions as described in the Company’s Current Report on Form 8-K filed on August 5, 2025.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
Also on the Closing Date, Harley-Davidson Credit Corp. (“HDCC”), a Nevada corporation and wholly owned subsidiary of the Company, completed the previously announced sale of a portion of HDCC’s motorcycle promissory notes and security agreements portfolio to KKR Morrow Trust, a Delaware statutory trust (“KKR Trust”) and HDL Trust, as assignee of Cavendish, for a purchase price of $4.06 billion (the “HDCC Transaction”). The HDCC Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
*Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item 601(b)(2) and (10).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HARLEY-DAVIDSON, INC. | |
| Date: November 6, 2025 | /s/ Paul J. Krause |
| Paul J. Krause | |
| Secretary |
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