Harley-Davidson Files 8-K on Definitive Agreement & Asset Deal

TL;DR

HOG filed an 8-K for a material agreement and asset deal on 10/31.

AI Summary

On October 31, 2025, Harley-Davidson, Inc. filed an 8-K report detailing a material definitive agreement and the completion of an acquisition or disposition of assets. The filing was made on November 6, 2025, and pertains to events as of October 31, 2025. Specific details regarding the agreement and asset transaction are not provided in this excerpt.

Why It Matters

This filing indicates significant corporate activity for Harley-Davidson, potentially involving mergers, acquisitions, or divestitures that could impact its business structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like definitive agreements and asset transactions, which inherently carry business and financial risks.

Key Players & Entities

• Harley-Davidson, Inc. (company) — Registrant
• October 31, 2025 (date) — Date of earliest event reported
• November 6, 2025 (date) — Filing date
• 3700 West Juneau Avenue (address) — Principal executive offices
• Milwaukee, Wisconsin (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.01 — nge on which registered COMMON STOCK, $0.01 par value per share HOG New York Stoc
• $4.06 billion — e of Cavendish, for a purchase price of $4.06 billion (the "HDCC Transaction"). The HDCC Tran

Filing Documents

• tm2530329d1_8k.htm (8-K) — 33KB
• tm2530329d1_ex2-5.htm (EX-2.5) — 31KB
• tm2530329d1_ex2-6.htm (EX-2.6) — 22KB
• tm2530329d1_ex2-7.htm (EX-2.7) — 575KB
• tm2530329d1_ex2-8.htm (EX-2.8) — 359KB
• 0001104659-25-107721.txt ( ) — 1401KB
• hog-20251031.xsd (EX-101.SCH) — 3KB
• hog-20251031_lab.xml (EX-101.LAB) — 33KB
• hog-20251031_pre.xml (EX-101.PRE) — 22KB
• tm2530329d1_8k_htm.xml (XML) — 3KB

01

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.

01. Completion of Acquisition or Disposition of Assets

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.

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Back Book Purchase and Sale Agreement, dated July 30, 2025, between Harley-Davidson Credit Corp. and KKR Morrow Trust (Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed by the Company on November 5, 2025 (File No. 001-09183)). 2.2* Master Purchase and Sale Agreement, dated July 30, 2025, between Harley-Davidson Credit Corp. and KKR Morrow Trust (Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q, filed by the Company on November 5, 2025 (File No. 001-09183)). 2.3* Back Book Purchase and Sale Agreement, dated July 30, 2025, between Harley-Davidson Credit Corp. and Cavendish LLC (Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q, filed by the Company on November 5, 2025 (File No. 001-09183)). 2.4* Master Purchase and Sale Agreement, dated July 30, 2025, between Harley-Davidson Credit Corp. and Cavendish LLC (Incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q, filed by the Company on November 5, 2025 (File No. 001-09183)). 2.5* Omnibus Amendment, dated August 20, 2025, between Harley-Davidson Credit Corp. and KKR Morrow Trust. 2.6* Omnibus Amendment, dated August 20, 2025, between Harley-Davidson Credit Corp. and Cavendish LLC. 2.7* Second Amendment to Purchase Agreements, and First Amendment to Servicing Agreement, and Waiver with Respect to Back Book Purchase Agreement, dated as of October 30, 2025 between Harley-Davidson Credit Corp. and KKR Morrow Trust. 2.8* Second Amendment to Master Purchase and Sale Agreement and Waiver with Respect to Back Book Purchase and Sale Agreement, dated as of October 31, 2025, between Harley-Davidson Credit Corp. and Cavendish LLC. *Certain portions of this exhibit (indicated by "[***]") have been omitted pursuant to Regulation S-K, Item 601(b)(2) and (10). 2

SIGNATURES

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 3