ZF Finance GmbH Initiates Tender Offer for Notes

On October 26, 2026, ZF Finance GmbH, alongside ZF North America Capital, Inc. and ZF Europe Finance B.V., announced a tender offer for its outstanding notes. This action, supported by ZF Friedrichshafen AG's unconditional guarantee, targets the proactive management of debt maturities across the consortium. ZF Finance GmbH's tender includes EUR 68.9 million 2.000% notes due 2027, EUR 265 million 2.250% notes due 2028, and EUR 750 million 3.750% notes due 2028. This move aims to extend the debt maturity profile by aligning with a concurrent issuance of new notes. The overall strategy involves the potential cancellation, without re-issuance or resale, of notes purchased through this offer.

The tender offer is contingent on a new financing condition, with ZF North America planning to issue new USD-denominated senior notes. Acceptance of tendered notes remains at the discretion of the Offerors and will consider a $200 million cap on 2028 USD notes. Ultimately, this reflects a strategic initiative to optimize the financial structure, subject to various acceptance priorities and conditions outlined in the tender offer memorandum.