UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~March 2125, 2025

AMERICAN HONDA FINANCE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

California	001-36111	95-3472715
(State or other jurisdiction of incorporation or organization)	(~~CommissionFile~~Commission File Number)	(IRS Employer Identification No.)
1919 Torrance Blvd., Torrance, California		90501
(Address of principal executive offices)		(Zip Code)


1919 Torrance Blvd., Torrance, California		90501
(Address of principal executive offices)		(Zip Code)

(310) 972-2288

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of exchange on which registered
0.750% Medium-Term Notes, Series A Due November 25, 2026	HMC/26A	New York Stock Exchange
3.500% Medium-Term Notes, Series A Due April 24, 2026	HMC/26F	New York Stock Exchange
Floating Rate Medium-Term Notes, Series A Due April 29, 2026	HMC/26G	New York Stock Exchange
Floating Rate Medium-Term Notes, Series A Due May 29, 2026	HMC/26H	New York Stock Exchange
1.500% Medium-Term Notes, Series A Due October 19, 2027	HMC/27A	New York Stock Exchange
3.750% Medium-Term Notes, Series A Due October 25, 2027	HMC/27B	New York Stock Exchange
0.300% Medium-Term Notes, Series A Due July 7, 2028	HMC/28A	New York Stock Exchange
3.300% Medium-Term Notes, Series A Due March 21, 2029	HMC/29C	New York Stock Exchange
5.600% Medium-Term Notes, Series A Due September 6, 2030	HMC/30A	New York Stock Exchange
3.650% Medium-Term Notes, Series A Due April 23, 2031	HMC/31B	New York Stock Exchange
3.950% Medium-Term Notes, Series A Due March 19, 2032	HMC/32	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Effective ~~February~~March 2125, 2025, Honda Canada Finance Inc. (“HCFI”), a subsidiary of American Honda Finance Corporation (“AHFC”), ~~entered~~amended ~~into~~(the “First Amendment”) its C$2,000,000,000 ($1,396,063,102.05) Third Amended and Restated Credit Agreement, dated March 25, 2024, among HCFI, as the ~~following~~borrower, ~~agreements:~~the lenders party thereto, and Canadian Imperial Bank of Commerce, as administrative agent, joint bookrunner and co-lead arranger, RBC Capital Markets, as joint bookrunner and co-lead arranger, BMO Capital Markets, as joint bookrunner and co-lead arranger, The Toronto-Dominion Bank, as co-arranger and co-syndication agent, MUFG Bank, Ltd., Canada Branch, as co-arranger and co-syndication agent, Bank of Montreal, as co-syndication agent, Royal Bank of Canada, as co-syndication agent, Mizuho Bank, Ltd., Canada Branch, as documentation agent (the “Credit Agreement”).

•The ~~Third~~First Amendment ~~(the “364-Day Credit Agreement Amendment”) to the $3~~,~~500,000,000~~ ~~364-Day Credit Agreement, dated as of February 25, 2022,~~ among ~~AHFC,~~other asthings: the borrower, the lenders party thereto, MUFG Bank, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas, Citibank, N.A. and Mizuho Bank, Ltd., as documentation agents, and MUFG Bank, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp., BofA Securities, Inc., Citibank, N.A. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners (as amended from time to time, the “364-Day Credit Agreement”).

• ~~First~~extended ~~Amendment (~~the ~~“3-Year~~commitment ~~Credit~~termination ~~Agreement~~date ~~Amendment”) to the $2,100,000,000 3-Year Credit Agreement, dated as~~ of ~~February~~Tranche ~~25, 2022, among AHFC, as the borrower, the lenders party thereto, MUFG Bank, Ltd., as administrative agent and auction agent, JPMorgan Chase Bank, N.~~A., aswhich ~~syndication~~enables ~~agent,~~HCFI ~~Bank~~to ofborrow ~~America,~~up ~~N.A.,~~to ~~Barclays Bank PLC~~C$1, ~~BNP Paribas~~000, ~~Citibank~~000,000 ~~N.A. and Mizuho Bank~~($698, ~~Ltd.~~031, ~~as documentation agents, and MUFG Bank, Ltd~~551.03), ~~JPMorgan~~from ~~Chase~~March ~~Bank~~25, ~~N.A.,~~2024 ~~Barclays~~to ~~Bank~~March ~~PLC~~25, ~~BNP~~2025; ~~Paribas Securities Corp., BofA Securities, Inc., Citibank, N.A.~~ and ~~Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners (as amended from time to time, the “3-Year Credit Agreement”).~~

• ~~First~~deleted ~~Amendment~~each ~~(the~~reference ~~“5-Year Credit Agreement Amendment”)~~ to ~~the~~“March $131,~~400,000,000~~ ~~5-Year~~2023” ~~Credit~~in ~~Agreement,~~Section ~~dated~~8.4 as of ~~February 25, 2022, among AHFC, as~~ the ~~borrower,~~Credit ~~the~~Agreement ~~lenders party thereto, MUFG Bank, Ltd., as administrative agent~~ and ~~auction~~replaced ~~agent,~~it ~~JPMorgan~~with ~~Chase~~“March ~~Bank~~31, N.A., as syndication agent, Bank of America, N.A., Barclays Bank PLC, BNP Paribas, Citibank, N.A. and Mizuho Bank, Ltd., as documentation agents, and MUFG Bank, Ltd., JPMorgan Chase Bank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp., BofA Securities, Inc., Citibank, N.A. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners (as amended from time to time, the “5-Year Credit Agreement2024”).

The ~~364-Day~~foregoing ~~Credit~~description ~~Agreement Amendment extended the commitment termination date~~ of the ~~364-Day~~First ~~Credit Agreement from February 21, 2025 to February 20, 2026. The 364-Day Credit Agreement~~ Amendment, ~~3-Year~~is ~~Credit~~qualified ~~Agreement~~in ~~Amendment~~its ~~and~~entirety ~~5-Year~~by ~~Credit~~reference ~~Agreement~~to ~~Amendment (~~the ~~“Credit~~complete ~~Agreement~~text ~~Amendments”),~~of ~~among~~such ~~other~~First ~~things~~Amendment, ~~clarified~~a ~~certain~~copy ~~processes regarding the increasing~~ of ~~commitments~~which ~~and~~is ~~extension~~filed ofas ~~commitment~~Exhibit ~~termination~~10.1 ~~dates~~to ~~arising~~this ~~out~~Current ofReport oron ~~relating~~Form to8-K ~~the~~and ~~transactions~~is ~~contemplated~~incorporated herein by ~~their respective credit agreements~~reference.

~~The~~References ~~foregoing~~to ~~description~~C$ ofare to the ~~Credit~~Canadian ~~Agreement~~dollar. ~~Amendments~~This ~~does~~report ~~not~~contains ~~purport~~translations toof becertain ~~complete~~Canadian ~~and~~dollar isamounts ~~qualified~~into inU.S. ~~its~~dollars ~~entirety~~at bythe ~~reference~~rate tospecified ~~the~~below ~~complete~~solely ~~text~~for ofyour ~~such~~convenience. ~~364-Day~~These ~~Credit~~translations ~~Agreement~~should ~~Amendment,~~not ~~3-Year~~be ~~Credit~~construed ~~Agreement~~as ~~Amendment~~representations ~~and~~that ~~5-Year~~the ~~Credit~~Canadian ~~Agreement~~dollar ~~Amendment,~~amounts ~~copies~~actually ofrepresent ~~which~~such ~~are~~U.S. ~~included~~dollar inamounts ~~this~~or ~~Current~~that ~~Report~~they oncould ~~Form~~be ~~8-K~~converted asinto ~~Exhibits~~U.S. 10dollars at the rate indicated.1, 10U.2S. ~~and~~dollar ~~10.3,~~equivalents ~~respectively,~~for ~~and~~“C$” amounts are ~~incorporated~~calculated ~~herein~~based byon ~~reference~~a an exchange rate of 1.4326 per U.S. dollar as of March 19, 2025.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference in its entirety in this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.		Description
10.1		~~364-Day~~First ~~Credit Agreement~~ Amendment, dated as of ~~February~~March 2125, 2025, between ~~AHFC~~HCFI and ~~MUFG~~Canadian Imperial Bank, ~~Ltd.~~of Commerce, as administrative agent ~~and auction agent~~, for ~~and~~an on behalf of the banks party to the ~~364-Day~~ Credit Agreement.
10.2		3-Year Credit Agreement Amendment, dated as of February 21, 2025, between AHFC and MUFG Bank, Ltd., as administrative agent and auction agent, for and on behalf of the banks party to the 3-Year Credit Agreement.
10.3		5-Year Credit Agreement Amendment, dated as of February 21, 2025, between AHFC and MUFG Bank, Ltd., as administrative agent and auction agent, for and on behalf of the banks party to the 5-Year Credit Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN HONDA FINANCE CORPORATION

Date: February 24, 2025

/s/ Paul C. Honda

Date: March 25, 2025

/s/ Paul C. Honda

Paul C. Honda

Vice President, Assistant Secretary and Compliance Officer

Vice President, Treasurer, Assistant Secretary andCompliance Officer

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