Material Event Form 8 K

ITEM 1.01. Entry into a Material Definitive Agreement.

On October 16, 2024, American Honda Receivables LLC ("AHR LLC") and American Honda Finance Corporation ("AHFC") entered into an Underwriting Agreement with BofA Securities, Inc., ("BofA"), BNP Paribas Securities Corp. ("BNP Paribas"), Deutsche Bank Securities Inc. ("Deutsche Bank") and TD Securities (USA) LLC ("TD Securities"), each on behalf of itself and as a representative of the several underwriters, for the sale of certain notes of Honda Auto Receivables 2024-4 Owner Trust (the "Issuer"), in the following classes and in the amounts described therein: Class A-1 4.735% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 4.56% Asset Backed Notes (the "Class A-2 Notes"), Class A-3 4.33% Asset Backed Notes (the "Class A-3 Notes") and Class A-4 4.35% Asset Backed Notes (the "Class A-4 Notes") (collectively, the "Underwritten Notes"). The Underwritten Notes will be issued on or about October 24, 2024 (the "Closing Date"). AHFC will retain at least 5% (by initial principal amount) of each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively with the Underwritten Notes, the "Notes"). The Notes have an initial principal amount of $2,105,264,000.

Attached as Exhibit 1.1 is the Underwriting Agreement.