{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-107721","form_type":"8-K","ticker":"HOG","cik":"0000793952","company_name":"HARLEY-DAVIDSON, INC.","filed_at":"2025-11-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:42.179311+00:00","generated_at":"2026-05-17T00:05:57.938195+00:00","sec_items":["1.01","2.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Harley-Davidson closes $4.06B motorcycle loan portfolio sale; issues 9.8% of HDFS equity to KKR & PIMCO","bullets":["HDCC sold a portion of its motorcycle loan portfolio to KKR Trust and HDL Trust for $4.06B on October 31, 2025.","HDFS issued 9.8% of its Class A Common Stock: 4.9% to KKR Morrow OpCo Aggregator and 4.9% to PIMCO Entities.","The equity issuance gives KKR and PIMCO minority stakes in Harley-Davidson Financial Services.","Both closings complete transactions previously announced on July 30, 2025, as referenced in the August 5, 2025 8-K."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-107721","json":"https://secwatch.observer/filing/0001104659-25-107721.json","markdown":"https://secwatch.observer/filing/0001104659-25-107721.md","text":"https://secwatch.observer/filing/0001104659-25-107721.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/tm2530329d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T00:05:57.938195+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8058b01027c8e1f8005efa1eb43eb52a03a677ec","claim":"HARLEY-DAVIDSON, INC. completed a disposition involving KKR Morrow Trust and HDL Trust (as assignee of Cavendish) for $4.06 billion (closed 2025-10-31).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","comparable_excerpt":"KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001104659-26-068519","ticker":"FDX","company_name":"FEDEX CORP","filed_at":"2026-06-01T10:42:52+00:00","headline":"FedEx completes spin-off of FedEx Freight; 80.1% distributed to FDX stockholders","event_type":"m_and_a","sec_items":["1.01","2.01","5.02","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068519","json":"https://secwatch.observer/filing/0001104659-26-068519.json","markdown":"https://secwatch.observer/filing/0001104659-26-068519.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/tm2616055d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","comparable_excerpt":"Effective as of 12:01 a.m., Central Time, on June 1, 2026 (the “Effective Time”), the Company completed the Spin-Off through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight common stock on a pro rata basis to the holders of FedEx common stock.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1048911/000110465926068519/0001104659-26-068519-index.htm"}},{"accession":"0001393726-26-000034","ticker":"TIPT","company_name":"TIPTREE INC.","filed_at":"2026-05-29T20:03:28+00:00","headline":"Tiptree completes $1.65B sale of Fortegra to DB Insurance, receives ~$1.08B proceeds","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001393726-26-000034","json":"https://secwatch.observer/filing/0001393726-26-000034.json","markdown":"https://secwatch.observer/filing/0001393726-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/0001393726-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/tipt-20260529.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","comparable_excerpt":"on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/0001393726-26-000034-index.htm"}},{"accession":"0001493152-26-025709","ticker":"NNE","company_name":"Nano Nuclear Energy Inc.","filed_at":"2026-05-29T10:30:26+00:00","headline":"Nano Nuclear acquires STS for up to $13M, adds nuclear logistics and $7.1M revenue","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-025709","json":"https://secwatch.observer/filing/0001493152-26-025709.json","markdown":"https://secwatch.observer/filing/0001493152-26-025709.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","comparable_excerpt":"“STS Acquisition”). The closing of the STS Acquisition occurred on May 22, 2026 (the “Closing Date”). Pursuant\nto the Purchase Agreement, the Buyer Parties agreed to pay up to $13.0 million in total consideration for STS, consisting of (i) approximately\n$6.0 million in cash (the “Closing Cash Consideration”), subject to adjustment under certain conditions within 180","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1923891/000149315226025709/0001493152-26-025709-index.htm"}},{"accession":"0001213900-26-061792","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-28T12:30:18+00:00","headline":"Olenox acquires CS Digital for $30M upfront; launches gas-powered data center platform","event_type":"m_and_a","sec_items":["1.01","5.03","2.01","2.03","3.02","7.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-061792","json":"https://secwatch.observer/filing/0001213900-26-061792.json","markdown":"https://secwatch.observer/filing/0001213900-26-061792.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/ea0292420-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","comparable_excerpt":"of CS Digital (the “Acquisition”) on the same date. Aggregate Consideration. The aggregate\nconsideration payable by the Company under the Purchase Agreement consists of: (i) US$30,000,000 in upfront consideration, payable at\nclosing, comprised of (a) US$14,000,000 in newly issued shares of the Company’s Series D Preferred Stock, par value $1.00 per share\n(the","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026061792/0001213900-26-061792-index.htm"}},{"accession":"0001683168-26-004327","ticker":"TMGI","company_name":"Transglobal Management Group, Inc.","filed_at":"2026-05-27T23:04:33+00:00","headline":"TMGI acquires CSTI in all-stock deal, 50.6M shares issued","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-004327","json":"https://secwatch.observer/filing/0001683168-26-004327.json","markdown":"https://secwatch.observer/filing/0001683168-26-004327.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/0001683168-26-004327-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/tmgi_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/793952/000110465925107721/0001104659-25-107721-index.htm","comparable_excerpt":"Exchange Agreement (the “Agreement”) to\nacquire all of the outstanding shares of Continuum Software Technologies, Inc., a Wyoming corporation (hereafter, “CSTI”),\nin exchange for 50,645,000 shares of common stock (the “TMGI Common Stock”) of the Company (such transaction is hereafter\nreferred to as the “Acquisition”). CSTI possesses a cloud-based, all-in-one golf","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1434601/000168316826004327/0001683168-26-004327-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}