LVWR 10-K & 10-Q changes, risk factors and insider trading

LiveWire Group, Inc. is subject to risks and uncertainties, including those discussed below. Discussions of our business and operations included in this Annual Report on Form 10-K should be read together with the risk factors set forth below. Some of these risks and uncertainties, including those described below, may cause our business, financial condition and results of operations to vary, and they may materially or adversely affect our financial performance. The risks and uncertainties described below are not the only ones we face. Other risks and uncertainties, which are not currently known to us or which we currently believe are immaterial, may also materially or adversely affect our business, financial condition and results of operations. References to “electric vehicles” throughout this Risk Factors section refer to bothelectric motorcycles, electric motorcyclesbalance bikes, and electric balance bikes.

•Leveraging contract manufacturers, including H-D, KYMCO Group and other potential partners, to contract manufacture electric vehicles is subject to risks.

We have incurred net losses since our inception, including net losses of $93,925$75,114 thousand, $109,550$93,925 thousand and $78,938$109,550 thousand for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively. We believe that we will continue to incur operating and net losses in the future until at least the time we begin significant deliveries of our electric vehicles which may occur later than we expect or not at all. We do not expect to be profitable for the foreseeable future as we invest in our business, build capacity and ramp-up operations, and we cannot assure you that we will ever achieve or be able to maintain profitability in the future. Even if we are able to successfully develop our electric vehicles and attract customers, there can be no assurance that we will be financially successful. For example, as we expand our electric vehicle portfolio, including the introduction of lower-priced electric motorcycles, and further expand internationally, we will need to manage costs effectively to sell those products at our expected margins. Failure to become profitable could materially and adversely affect the value of our Common Stock. If we are ever to achieve profitability, it will be dependent upon the successful development and commercial introduction and acceptance of our electric vehicles, and our services, which may not occur. Our business also willmay at times require significant amounts of working capital to support the growth of additional electric vehicle platforms and electric vehicle models. An inability to generate positive cash flow for the near term may adversely affect our ability to raise needed capital for our business on reasonable terms, diminish supplier or customer willingness to enter into transactions with us, and have other adverse effects that may decrease our long-term viability. There can be no assurance that we will achieve positive cash flow in the near future or at all.

Furthermore, fluctuations or shortages in petroleum and changes in economic conditions may cause us to experience significant increases in freight charges and material costs. Substantial increases in the prices for our materials or prices charged to us, such as those charged by battery cell or semiconductor chip suppliers, would increase our operating costs and could reduce our margins. For example, supply chain issues, resulting from global trade issues and changes in and uncertainties with respect to trade and export regulations, trade policies and sanctions, tariffs, international trade disputes, particularly those relating to exports of certain products and technologies to or from China, geopolitical events and related actions that may occur between mainland China and Taiwan, the conflict in Ukraine, the Israeli-Palestinian military conflict, and inflationary pressure, may result in increases in the cost of input materials, components and processes required to produce our electric vehicles, and we may need to increase the prices of our electric vehicles in response to these cost pressures. Price increases and other measures taken by us to offset higher costs could materially and adversely affect our reputation and brand, result in negative publicity and loss of customers and sales, and adversely affect our business, prospects, financial condition and operating results. In addition, a growth in popularity of electric vehicles without a significant expansion in battery cell production capacity could result in shortages which would result in increased materials costs to us and would impact our projected manufacturing and delivery timelines, and adversely affect our business, prospects, financial condition and operating results.

While our Electric Motorcycles segment currently focuses on the LiveWire One and the S2 platform, we expect our product roadmap to expand beyond the LiveWire One and the S2 platform and introduce new models in other categoriescategories, including on-road and off-road vehicles, such as the S4 HonchoTM. or using other technologies that we have less experience in as we may adjust our strategies and plans from time to time to remain competitive as a pioneer in a new industry.

Our business depends in large part on our ability to develop, market, produce and sell our electric vehicles. The continued development of and the ability to sell our electric vehicles at scale, including the LiveWire One, the S2 platform, the S4 HonchoTM, our electric balance bike, and future electric vehicles, are and will be subject to risks, including with respect to:

•delays, disruptions or increased costs in our third-party service providers’ and our third-party suppliers’ supply chain, including raw material suppliessupplies, tariffs or other trade protection actions;

Factors affecting competition include product performance and quality, technological innovation, customer experience, brand differentiation, product design, pricing and manufacturing scale and efficiency. Increased competition may lead to lower vehicle unit sales and increased inventory, which may result in downward price pressure and adversely affect our business, prospects, financial condition and operating results. Competitive pricing, promotional activity, and excess capacity may require us to lower prices or increase incentives, adversely affecting our margins, brand positioning, and results. We also expect competition for electric vehicle customers to intensify due to current and potential future demand constraints. Further, as a result of new entrants in the electric vehicle market, we may experience increased competition for components and other parts of our electric vehicles, including internal competition between our Electric Motorcycle and STACYC segments, which may have limited or single-source supply.

As a result of the Separation, H-D, through the Legacy ElectricSoul, LLC (the “Legacy LiveWire Equityholder”), is our majority stockholder. To ensure we are making decisions that benefit our business and our stockholders, we have a conflicts committee (the “Conflicts Committee”) of the board of directors of LiveWire (the “Board”) to review and approve any matter involving a conflict of interest between us and H-D. Outside of our business, H-D may make certain decisions that benefit its overall business, including its relationships with its suppliersshareholders, suppliers, and dealers, that could negatively impact our overall business, including our supplier partnerships, pricing, approach to manufacturing or ability to access funding or expand distribution. These decisions by H-D about its business may have a material and adverse effect on our business, prospects, financial condition and operating results.

Leveraging contract manufacturers, including H-D, KYMCO Group and other potential partners, to contract manufacture electric vehicles is subject to risks.

A key financial benefit to our business is our asset-light operating model in which we rely on contract manufacturers to produce our electric vehicles. We have secured the experience and expertise of H-D and KYMCO,KYMCO Group, as well as other vendors for STACYC products, to serve as our long-term contract manufacturing partners to provide manufacturing, procurement, logistics and distribution services for our platforms and certain other products. If these contract manufacturing agreements terminate or expire, or if H-D or KYMCO,KYMCO Group, or other vendors for STACYC products, fail to perform or meet our expected quality standards, timelines, capacity requirements, costs, manufacturing capabilities or manufacturing footprint, we may need to engage another third‑party contract manufacturer or build our own in-house manufacturing capabilities, which could cause us to incur significant cost and expense. Additionally, our contractual exclusivity requirements limit our manufacturing portability and potential recourse against H-Dour contract manufacturers for their failure to perform or meet our expected quality standards is limited. We do not currently have alternate manufacturing arrangements in place so it may take time to transition to another contract manufacturer, and there is no guarantee that they would be able to meet our capacity, capability or quality requirements, or otherwise be an effective and acceptable manufacturing solution. Any of the foregoing could adversely affect our business, prospects, financial condition and operating results.

Some of these retail partners may also market, sell and support offerings that may be competitive with ours, may devote more resources to the marketing, sales and support of such competitive offerings or may have incentives to promote other offerings to the detriment of our own. Our retail partners could subject us to lawsuits, potential liability, and reputational harm if, for example, any of our retail partners misrepresents the functionality of our electric vehicles to customers or violates laws or our or their corporate policies. Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our retail partners, identifying additional retail partners, including in new markets, and training our retail partners to independently sell and service our electric vehicles. For example, we recently changed our go-to-market strategy in Europe from selling direct to customers through international partners to selling at wholesale to independent dealers. If our current retail partners in Europe do not commit to our new go-to-market strategy by continuing to be a part of our network going forward, or if we are unable to enter into arrangements with or retain a sufficient number of high-quality retail partners in each of the regions in which we sell our electric vehicles and keep them motivated to sell our electric vehicles, our business, prospects, financial condition and operating results could be adversely affected.

Customers may be less likely to purchase our electric vehicles if they are not convinced that our business will succeed or that our serviceservice, warranty, and support and other operations will continue in the long-term. Similarly, supplierssuppliers, dealers, retailers, and other third parties may be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, to build and maintain our business, we must maintain confidence among customers, suppliers, analysts, ratings agencies and other parties in our electric vehicles, long-term financial viability and business prospects. Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as our limited operating history; customer unfamiliarity with our electric vehicles and electric vehicles and electric motorcycles in general; any delays in scaling production, delivery and service operations to meet demand; competition and uncertainty regarding the future of our electric vehicles and electric vehicles and electric motorcycles in general; and our production and sales performance compared with market expectations. If we are unable to establish and maintain confidence with our suppliers, dealers, retailers and other third parties our business, prospects, financial condition and operating results could be materially and adversely impacted.

To the extent the laws change, our electric vehicles may not comply with or be positioned to take advantage of applicable foreign, federal, state or local laws, including import/export, customs duties, tariffs, and applicable taxes, which may have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results could be adversely affected.

Our success will be dependent upon our ability to enter into supplier agreements and maintain our relationships with existing suppliers who are critical to the output and production of our electric vehicles. The supply agreements we may enter into with suppliers in the future may have provisions where such agreements can be terminated in various circumstances, including potentially without cause. If our suppliers become unable to provide, or experience delays in providing, components or if the supply agreements we enter into are terminated, or if unfavorable tariffs or other protectionist measures are implemented, it may be difficult to find replacement components.components, or replacement components at similar costs. Additionally, our products contain parts that we purchase from single-source or limited-source suppliers, for which no immediate or readily available alternative supplier exists. While we believe that we would be able to establish alternate supply relationships and can obtain or engineer replacement components for our single-source components, we may be unable to do so in the short-term (or at all) at prices or quality levels that are acceptable to us. In addition, as we evaluate opportunities and take steps to insource certain components and parts, supply arrangements with current or future suppliers (with respect to other components and parts offered by such suppliers) may be available on less favorable terms or not at all, especially in light of the increases in materials pricing. Unexpected changes in business conditions, materials pricing, including inflation of raw material costs, labor issues, wars, trade policies, tariffs, natural disasters, health epidemics, trade and shipping disruptions, port congestions and other factors beyond our or our suppliers’ control could also affect these suppliers’ ability to deliver components to us or to remain solvent and operational. For example, a global shortage of semiconductor chips was reported beginning in early 2021 and caused challenges in the manufacturing industry and impacted our supply chain and production as well. Additionally, if our suppliers do not accurately forecast and effectively allocate production or if they are not willing to allocate sufficient production to us, it may reduce our access to components and require us to search for new suppliers. The unavailability of any component or supplier could result in production delays, product design changes and loss of access to important technology and tools for producing and supporting our products, as well as impact our capacity expansion and our ability to fulfill our obligations under customer contracts. Moreover, significant increases in our production or product design changes by us may in the future require us to procure additional components in a short amount of time. Our suppliers may not be willing or able to sustainably meet our timelines or our cost, quality and volume needs, or to do so may cost us more, which may require us to replace them with other sources.

While the prevalence of charging stations generally has been increasing, charging station locations are significantly less widespread than gas stations. Some potential customers may choose not to purchase our electric vehicles because of the lack of a more widespread charging infrastructure. To provide our customers with access to sufficient charging infrastructure, we will rely on the availability and successful integration of our electric vehicles with third-party charging networks. Any failure of third-party charging networks to meet customer expectations or needs, including quality of experience, could impact the demand for electric vehicles, including ours. For example, where charging bays exist, the number of electric vehicles could oversaturate the available charging bays, leading to increased wait times and dissatisfaction for customers. Additionally, industry shifts in charging standards and protocols and interoperability issues with third‑party networks may require product updates or adapters and could adversely affect customer experience and demand. To the extent we are unable to meet user expectations or experience difficulties in facilitating access to charging solutions, our reputation and business, prospects, financial condition and operating results may be materially and adversely affected.

•the adoption of the LiveWire brandor STACYC brands versus competitive foreign brands;

All lithium-ion batteries are consumable components that become less effective as they chemically age. As lithium-ion batteries chemically age, the amount of charge they can hold diminishes, which may result in a perceptible decrease in range for an electric vehicle. This can be referred to as the battery’s maximum capacity, i.e., the measure of battery capacity relative to when it was new. In addition, a battery’s ability to deliver maximum instantaneous performance, or “peak power,” may decrease and impact acceleration performance in an electric vehicle. AFor our S2 products, a normal battery is designed to retain up to 80% of its original capacity after 30,000 miles when operating under normal conditions. Although common to all electric vehicles, lithium-ion battery aging may negatively influence potential customers’ electric vehicle purchase decisions.decisions, which could lead to adverse impacts on our business, prospects, financial condition, and operating results.

We lease the premises for our research and development facility, retailsretail stores and offices. We cannot assure you that we would be able to renew the relevant lease agreements without substantial additional cost or increase in the rental cost payable by us. If a lease agreement is renewed at a rent substantially higher than the current rate, or currently existing favorable terms granted by the lessor are not extended, our business and results of operations may be adversely affected. Additionally, if our sublease at our Company-owned dealership location is either terminated or not renewed by our landlord, or otherwise prohibited for legal or regulatory reasons, and we do not have an existing alternate dealership location, that could jeopardize our dealer license, which would impact our ability to make direct sales to consumers and could materially and adversely affect our business.

There remains significant attention, including byCertain consumers, investors, employees and other stockholders, as well as by governmental and non-governmental organizations, focus on climate change, human capital, and other ESG matters generally and with regard to our industry specifically.

WeInitiatives haveto undertaken,address ESG initiatives,matters whichor stakeholder expectations may be costly and not have the desired effect. Any failure (or perceived failure) to meet commitments that we have set in relation to ESG matters,matters or lossother ofstakeholder confidenceexpectations on thesuch part of customers, investors, employees, brand partners and other stockholders as it relates to our ESG initiativesmatters could negatively impact our brand, our business, prospects, financial condition and operating results. These impacts could be difficult and costly to overcome, even if such concerns were based on inaccurate or misleading information, and our reputation and brand image could be damaged, and our business, financial condition and results of operations could be adversely impacted.

In addition, achievingpursuing our ESG initiatives may result in increased costs in our supply chain, fulfillment, and/or corporate business operations, and could deviate from our initial estimates and have a material adverse effect on our business and financial condition. As with other companies, our approach to such matters has evolved over time, and we expect it will continue to evolve, but we cannot guarantee that our approach will ultimately align with any particular stakeholder’s preferences or expectations. InStakeholder addition,expectations regulation,vary standardsand, at times, can conflict. Both advocates and researchopponents regardingto certain ESG initiativesmatters are increasingly resorting to a range of activism forms, including media campaigns and disclosurelitigation, requirementsto couldadvance changetheir andperspectives. becomeTo morethe onerousextent forwe bothare subject to such activism, it may require us andto incur costs or otherwise adversely impact our third-party suppliers and vendors to meet successfully. Evolving data and research could undermine or refute our current claims and beliefs that we have made in reliance on current research, which could also result in costs, a decrease in revenue, and negative market perception that could have a material adverse effect on our business and financial condition.business.

While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on methodologies and data that continue to evolve and that are subject to varying stakeholder interpretations and preferences. Evolving data and research could undermine or refute our current claims and beliefs that we have made in reliance on current research, which could also result in costs, a decrease in revenue, and negative market perception that could have a material adverse effect on our business and financial condition. In addition, emerging regulation requiring additional ESG public disclosure by certain companies in a number of jurisdictions and/or additional ESG obligations may lead to heightened scrutiny of our ESG performance, to the extent we are required to publish additional information in relation to our ESG performance or to meet such additional ESG obligations. For example, various policymakers—including the SEC, European Union, and the State of California—have adopted or are considering adopting requirements for certain companies to undertake certain climate- or other-ESG related disclosures or actions. Policymakers’ approaches are not uniform, which may increase the cost or complexity of compliance, as well as increase the general risk of litigation or enforcement on such matters.

Regulation in this area has also evolved considerably over recent years and is likely to continue to do so, which may lead to additional costs and challenges associated with ensuring compliance with changing standards. Furthermore, industry and market practices may further develop to become even more robust than what is required under any new laws and regulations, and we may have to expend significant efforts and resources to keep up with market trends and stay competitive among our peers, which could result in higher associated compliance costs and penalties for failure to comply with such laws and regulations. AtFailure theto samesuccessfully time,address therestakeholder areexpectations, effortsincluding byany someregulatory obligations, may result in increased costs, reputational harm with various stakeholders and(including policymakersthrough toratings), reduce companies’ attention to certain ESG-related matters. Advocates and opponents of ESG matters are increasingly resulting to a range of activism to promote their viewpoints, which may require us to incur additional costslitigation, or otherwise adversely impact our business. This and other stakeholderadverse expectationsbusiness will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor.impacts.. Additionally, many of our customers, retailers, suppliers, or other stakeholders are subject to similar expectations, which may augment or create additional risks.

In addition, the demand for our electric vehicles and services will highly depend upon the adoption by consumers of new energy vehicles in general and electric motorcyclesmotorcycles, electric balance bikes, and electric balance bikes in particular. The market for new energy vehicles is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing consumer demands and behaviors.

Certain current state tax incentives for two wheeled vehicles and federal tax credits and other incentives for alternative energy production and alternative fuel willhave expire in the future if not renewed or extendedexpired and there is no guarantee these programs will be renewed or extended. If these incentives are not extended or if new federal and state tax incentives for two wheeled vehicles are not enacted in the future, our business, prospects, financial condition and operating results could be materially and negatively affected.

In certain regions, including North America and Europe, financing for new vehicle sales has been available at relatively low interest rates for several years due to, among other things, expansive government monetary policies. As interest rates have risen, market rates for new vehicle financing have also risen, which may make our electric vehicles less affordable to customers or steer customers to less expensive vehicles that would be less profitable for us,affordable, adversely affecting our financial condition and operating results. Additionally, all sales of electric motorcycles and related products to H-D independent dealers in the US and Canada are financed through Harley-Davidson Financial Services, Inc. (“HDFS”), therefore we face the risk that HDFS could change its lending policies in the future,future or be unwilling to finance our future products, which could have a material adverse effect on our business, prospects, financial condition and operating results. Additionally, if consumer interest rates increase substantially or if financial service providers tighten lending standards or restrict their lending to certain classes of credit, customers may not desire or be able to obtain financing to purchase our electric vehicles. As a result, a substantial increase in customer interest rates or tightening of lending standards could have a material adverse effect on our business, prospects, financial condition and operating results.

As our electric vehicles are produced, we will need to maintain warranty reserves to cover warranty-related claims. If our warranty reserves are insufficient to cover future warranty claims on our electric vehicles, our business, prospects, financial condition and operating results could be materially and adversely affected. We record and adjust warranty reserves based on changes in estimated costs and actual warranty costs. However, as we have limited operating experience with our electric motorcycles, we have limited experience with warranty claims for these electric motorcycles and other electric vehicles and with estimating warranty reserves. In the future, we may become subject to significant and unexpected warranty expenses. There can be no assurances that then-existing warranty reserves will be sufficient to cover all claims.

We may become subject to product liability claims, which could materially and negatively affect our financial condition and liquidity. The vehicle, motorcycle and bicycle industries experience an abundance of product liability claims. We face the risk of significant monetary exposure to claims in the event our electric vehicles do not perform as expected or contain design, manufacturing, or warning defects and to claims without merit, or in connection with malfunctions resulting in personal injury or death. Moreover, a product liability claim could generate substantial negative publicity about our electric vehicles and business and inhibit or prevent commercialization of other future electric motorcycle vehiclesvehicles, electric balance bikes, or electric balance bikes, which could have a material adverse effect on our financial condition and liquidity. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage or outside of our coverage may have a material adverse effect on our reputation and financial condition and liquidity. We may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if we face liability for our products and are forced to make a claim under our policies.

STACYC’s current product portfolio ranges from 12- to 20-inch electric balance bikes built for 3 to 12 year-old riders.riders and an adult pedal assist electric bike that was launched in 2025. For the foreseeable future, STACYC will depend on revenue generated from these limited number of models, until STACYC can expand the range of STACYC riders.

We face various risks related to public health issues, including epidemics, pandemics and other outbreaks, such as the pandemic related to COVID-19 and associated variants. We also face various risks related to natural disasters, including hurricanes, earthquakes, tsunamis or other natural disasters. Such public health issues or natural disasters could disrupt our business operations, reduce or restrict our supply of materials and services, result in us incurring significant costs to protect our employees and facilities or result in regional or global economic distress, which may materially and adversely affect our business, financial condition and operating results. Actual or threatened war, including the conflict in Ukraine, the Israeli-Palestinian conflict, terrorist activities, political unrest, geopolitical events and related actions that may occur between mainland China and Taiwan, civil strifestrife, tariffs, trade wars, and other geopolitical uncertainty could have a similar adverse effect on our business, prospects, financial condition and operating results. Any one or more of these events may impede our production and delivery efforts and adversely affect our sales results, which could materially and adversely affect our business, financial condition and operating results.

We expect our period-to-period financial results to vary based on our operating costs and product demand, which we anticipate will fluctuate as we continue to design, develop, produce and distribute new electric vehicles. Additionally, our revenue from period to period may fluctuate as we build out global distribution, add new product derivatives based on market demand and margin opportunities and introduce new or existing electric vehicles to new markets. Additionally, our revenue from period to period may fluctuate due to seasonality. Unfavorable weather during peak riding seasons or shortened seasons in key markets can reduce retail demand, elevate dealer inventories, and increase working capital needs. As a result of these factors, we believe that quarter-to-quarter comparisons of our financial results, especially in the short term, are not necessarily meaningful and that these comparisons cannot be relied upon as indicators of future performance. Moreover, our financial results may not meet the expectations of equity research analysts, ratings agencies or investors, who may be focused only on quarterly financial results and holding us to the same standard of expectation as H-D. If any of this occurs, the trading price of our Common Stock could fall substantially, either suddenly or over time.

We have goodwill, which is susceptible to valuation adjustments as a result of changes in various factors or conditions. WeGoodwill assessis tested for impairment, based on financial data related to the potentialreporting impairmentunit ofto goodwillwhich onit anhas annualbeen basis.assigned, Wheneverat least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable, we will be required to assess the potential impairment of goodwill.recoverable. Factors that could trigger an impairment of such assets include the following:

Future adverse changes in these or other unforeseeable factors could result in goodwill or other intangible assets impairment charges that could materiallybe andmaterial negativelyto affectthe our business,consolidated financial condition and results of operations.statements.

Both LiveWire and H-D are companies whose primary business involves producing, marketing and selling vehicles and related products. While we intend to operate in a different business segment than H-D, neither we nor H-D is prohibited from competing against each other. Additionally, under the Intellectual Property License Agreement, H-D has the right to use all of our existing intellectual property and incremental improvements to our existing intellectual property, which could facilitate H-D’s development of products that compete with ours; however, H-D may be required in some cases to pay us royalties for the use of our existing intellectual property and their rights to our newly-developed intellectual property would be limited as defined under the Joint Development Agreement. If we were in competition with H-D, it could have a material adverse effect on our results of operations or our ability to pursue opportunities which may otherwise be available to us.

•acquisitions, joint ventures, or business combinations involving us;

•our ability to engage in activities with certain customers, suppliers, andpartners partnersor other contract manufacturers;

•the nature, quality and pricing of loans, contract manufacturing, and other services H-D has agreed to provide us;

•supply chain, including access to parts and raw material supplies, as well as allocation of manufacturing labor, parts and other supplies shared across H-D’s York manufacturing facilityfacilities;

•business opportunities that may be attractive to us or both H-D and us; and

Prior to the Separation, we were able to take advantage of H-D’s size and purchasing power in procuring goods, technology and services, including insurance, employee benefit support and audit and other professional services. While this may continue in some ways with H-D as a majority stockholder and contract manufacturer, we are a smaller company than H-D, and we cannot assure you that we will have access to financial and other resources comparable to those available to us prior to the Separation. As a standalone company, we may be unable to obtain office space, goods, technologytechnology, insurance and services at prices or on terms as favorable as those available to us prior to the Separation, which could increase our costs and reduce our profitability. Likewise, we may find it more difficult to attract and retain high-quality employees as a smaller company than we were operating within as a wholly owned subsidiary of H-D, which could impact our results of operations. Our future success also depends on our ability to develop and maintain relationships with customers. Our reduced relationship with H-D and our smaller relative size as a result of the Separation may make it more difficult to develop and maintain relationships with customers, which could adversely affect our prospects.

We may decide to help electrify H-D’s and other companies’ products in the future. While we expect electrifying H-D’s motorcycle portfolio to be a key piece of our future success, these efforts require resources that may otherwise be used on our electric vehicle portfolio. All project scopes, resource allocation, time commitment, and investment dollars dedicated to the electrification of H-D’s core products will be governed and costs allocated by separate joint development agreements that will be established and agreed upon by the LiveWire and H-D management teams. If the available resources do not support both LiveWire and H-D electrification efforts, it could negatively impact development of our electric vehicles and ultimately our ability to deliver targeted revenues and operating income.

LiveWire is an industry-leading all-electric vehicle brand with a mission to pioneer the rapidly growing two-wheel electric motorcycle space. The Company operates in two segments: Electric Motorcycles and STACYC.

LiveWire’sThe Electric Motorcycles segment sells electric motorcycles, related parts and accessories and apparel in the United States and certain international markets, while the STACYC segment sells electric balance bikesbikes, forelectric kids,bikes, related parts and accessories and apparel in the United States and certain international markets. H-DThe introducedSTACYC itssegment firstlaunched an adult pedal assist electric motorcycle in late 2019 as the “Harley-Davidson LiveWire.” In 2021, building on early success and the continued growthbike in the globalUnited market demand for electric vehicles, H-D launched LiveWire as a standalone electric vehicle division, with the first LiveWire-branded product, the LiveWire ONE, debutingStates in JulyMarch 2021, followed by a special launch edition of S2 Del Mar® in May 2022 with full production and sales beginning in the third quarter of 2023. During 2024, the Company began production and selling of additional models off the S2 platform, including Mulholland™ and Alpinista™. In 2019, H-D acquired STACYC Inc. and began selling electric balance bikes for kids.2025.

Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, and at retail through a Company-owned dealership and through online sales. Prior to November 5, 2024, the Company’s products were sold at retail through select international partners primarily in Europe. Electric balance bikes and electric bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to consumerscustomers online. LiveWire is focused on innovating and developing technology in the electric vehicle market. LiveWire’s vision is to create the next generation of electric motorcycles with products and experiences that merge the power and technology of electric with the unique soulful connection that comes from an analog machine. As discussed below, on September 26, 2022 as part of the Business Combination, LiveWire,the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.

LiveWire’s net loss for the year ended December 31, 20242025 was $93,925$75,114 thousand compared to $109,550$93,925 thousand for the year ended December 31, 2023.2024. LiveWire’s net losses reflect the early-stage nature of LiveWire’s business including investments in product development as LiveWire continues to focus on technological innovation that it expects will support future products and growth, and investments in talent and capabilities to support the new company.growth.

The STACYC segment operating loss for the year ended December 31, 20242025 was $4,856$1,653 thousand, as compared to operating incomeloss of $622$4,856 thousand for the year ended December 31, 2023.2024. Refer to the STACYC segment analysis below for further discussion.

For 2025,2026, LiveWire's focus continues to beis on the launch of its two new 125 cc-equivalent mini-motors, the S4 HonchoTM products, continued network expansion, cost savings and improvements, product innovation and development,development focused on profitable products, and marketcontinued growth.growth of the STACYC segment.

Refer to Note 1, Description of Business and Basis of Presentation, in the Notes to the consolidated financial statements for a discussion of the underlying basis used to prepare the consolidated financial statements.

•Electric Balance Bike and Electric Bike Unit Sales (STACYC) – LiveWire defines Electric Balance Bike and Electric Bike Unit Sales as the number of electric balance bikes and pedal assist electric bikes sold by LiveWire for which LiveWire recognized revenue during the period.

•Independent Retail Partners (STACYC) – Independent Retail Partners as used with STACYC are independent entities under contract with STACYC to sell electric balance bikes, electric bikes and related products and services.

(1) Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers. International unit sales prior to November 5, 2024 are reflected as Company Retail Motorcycle Unit Sales, while international unit sales after November 5, 2024 and beyond are reflected as Wholesale Motorcycle Unit Sales.

The Electric Motorcycles retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles. As of December 31, 2024 and 2023, there were zero and 4 partners, respectively, that were actively working to complete the licensing required to sell LiveWire motorcycles as of the end of the period. LiveWire intends to grow this network as it expands its distribution capabilities.

LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance. Wholesale Motorcycle Unit shipments and Company Retail Motorcycle Unit Sales are key drivers of revenue and profit for the Electric Motorcycles segment. Retail Motorcycle Unit Sales made through both the Company-owned dealership and Independent Retail Partners are a key measure of consumer demand and market share for LiveWire’s electric motorcycles. Total Electric Balance Bike and Electric Bike Unit Sales is a key driver of revenue and profit for STACYC.

Operating Income (Loss)

The Company reported an operating loss of $75,484 thousand for the year ended December 31, 2025 compared to an operating loss of $110,356 thousand for the year ended December 31, 20242024. comparedThe toElectric Motorcycles segment reported an operating loss of $115,989$73,831 thousand for the year ended December 31, 2023.2025, Theas Electriccompared Motorcycles segment reportedto an operating loss of $105,500 thousand for the year ended December 31, 2024,2024. as compared to an operatingOperating loss offrom $116,611the STACYC segment was $1,653 thousand for the year ended December 31, 2023.2025 Operatingcompared to operating loss from the STACYC segment wasof $4,856 thousand for the year ended December 31, 2024, compared to operating income of $622 thousand for the year ended December 31, 2023.2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Interest income for the year ended December 31, 20242025 was $5,704$1.2 thousandmillion compared to $10,537$5.7 thousandmillion for the year ended December 31, 2023.2024. The change was primarily driven by the decrease in the Company’s investment in money market funds during the year prior to the Company borrowing $75.0 million under the Term Loan on December 15, 2025. The investment in money market funds increased from $161,000$5.0 thousandmillion at September 30, 2025 to $72.0 million at December 31, 20232025 toafter $52,000the thousandCompany borrowed $75.0 million under the Term Loan. The investment in money market funds was $52.0 million at December 31, 2024.

Change in fair value of warrant liabilities for the year ended December 31, 20242025 was incomeloss of $10,770$352 thousand compared to a lossincome of $4,020$10,770 thousand for the year ended December 31, 2023.2024. The loss recognized of $352 thousand for the year ended December 31, 2025 was due to the increase in the estimated fair value of the warrants from December 31, 2024 related to fluctuations in the market price of the warrants. The income recognized of $10,770 thousand for the year ended December 31, 2024 was due to the decrease in the estimated fair value of the warrants from December 31, 2023 related to fluctuations in the market price of the warrants. The loss recognized of $4,020 thousand for the year ended December 31, 2023 was due to the increase in the estimated fair value of the warrants from December 31, 2022 related to fluctuations in the market price of the warrants. See Note 10, Warrant Liabilities, in the consolidated financial statements for further discussion.

The income tax provision for the year ended December 31, 20242025 was $43$189 thousand, asthousand compared to an income tax provision of $78$43 thousand for the year ended December 31, 2023.2024. The increase in the income tax provision in 2025 compared to 2024 andwas 2023 wasprimarily driven by theprofits changegenerated in deferred tax liability associated withby the amortizationnon-U.S. of the taxable temporary difference related to indefinite lived intangibles that are not amortized for book purposes.entities.

Cost of goods sold for the year December 31, 20242025 decreased by $4,100$351 thousand, or 24.9%,2.8%, to $12,398$12,047 thousand from $16,498$12,398 thousand for the year ended December 31, 2023.2024 The decreaseand was primarily due to product mix and lower volumesfulfillment in alignment with the decreased revenue described above.costs.

Selling, administrative and engineering expense for the year ended December 31, 20242025 increaseddecreased by $1,355$1,496 thousand, or 14.5%,14.0%, to $10,710$9,214 thousand from $9,355$10,710 thousand for the year ended December 31, 2023.2024. The increasedecrease was primarily due to increased research and development costs related to new product development of $955 thousand, increased people costs of $388 thousand, and an increase in the provision for doubtful accounts of $147 thousand, offset by $175 thousand of decreased depreciation and amortization and decreasedlower marketing expense of $138$943 thousand.thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024.

As an early growth company, LiveWire does not expect to generate positive cash flow from operations over the next twelve months. Prior to the Business Combination, H-D supported LiveWire’s operating, investing and financing activities. Following the Business Combination, LiveWire received net proceeds of approximately $293.7 millionmillion. asThe moreCompany fullyalso describedassumed below.the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 10 to the consolidated financial statements, Warrant Liabilities.

In the event of the exercise of any of Warrants for cash, LiveWire will receive the proceeds from such exercise. Assuming the exercise in full of all of Warrants for cash, LiveWire would receive an aggregate of approximately $349.2 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise. To the extent any of the Warrants are exercised on a “cashless basis,” LiveWire will not receive any proceeds upon such exercise. LiveWire expects to use any proceeds it receives from Warrant exercises for general corporate and working capital purposes, which would increase its liquidity. LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of December 31, 2024,2025, the reported sales price of Common Stock was $4.81$4.42 per share. If the trading price of Common Stock is less than the $11.50 exercise price per share of the Warrants, LiveWire expects that warrant holders will not exercise their Warrants. There is no guarantee the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and LiveWire may receive no proceeds from the exercise of Warrants. As a result, LiveWire does not expect to rely on the cash exercise of Warrants to fund its operations and LiveWire does not believe that it needs such proceeds to support working capital and capital expenditure requirements for the next twelve months. LiveWire will continue to evaluate the probability of Warrant exercises and the merit of including potential cash proceeds from the exercise of the Warrants in its future liquidity projections. LiveWire instead currently expects to rely on the sources of funding described below, if available on reasonable terms or at all.

On FebruaryNovember 14,9, 2024,2025, the Company entered into aan ConvertibleAmended and Restated Delayed Draw Term Loan Agreement (the “Convertible Term Loan”) with H-DH-D, providingwhich foramended termthe loansConvertible fromTerm H-DLoan. toThe Term Loan provided the Company inwith oneaccess or more advancesof up to an$75.0 aggregatemillion to be drawn by the Company between November 17, 2025 and December 15, 2025. The maturity date of the amount outstanding under the Term Loan, including interest, is December 15, 2027 (“Term Loan Maturity Date”). The Term Loan requires mandatory prepayment of the principal amount of $100the million.Term Loan from the first $10.0 million of net ATM proceeds (defined as gross ATM proceeds less offering costs) from the funding of the Term Loan through the Term Loan Maturity Date. No other scheduled principal payments are required to be made on the Term Loan and the remaining principal balance must be paid in full on the Term Loan Maturity Date. The amount outstanding principal under the Convertible Term Loan bears interest at a floating rate per annum, as calculated by H-D as of the date of eachfunding advanceof the Term Loan and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (i.e., the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. TheInterest Companyis maycompounded electon a semi-annual basis on May 31 and November 30 and is required to paybe uppaid toin 100%full ofon the amount of any interest due by increasing the outstanding principal amount of the applicable advance. The Convertible Term Loan doesMaturity not include affirmative covenants impacting the operations of the Company.Date. The Convertible Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. TheAll Convertibleof the obligations under the Term Loan hasare collateralized by a maturitysecurity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. In the event that the Convertible Term Loan cannot be settledinterest in cash by the Company at maturity, unless otherwise agreed between the Company and H-D, the Convertible Term Loan will be converted to equity of Company at a conversion price per share of common stock of the Company equal to 90% of the volume weighted average price per share of Common Stock for the 30 trading days immediately preceding the conversion date. As of December 31, 2024, there were no amounts outstanding under the Convertible Term Loan and the Company remained in compliance withsubstantially all of the existingassets covenants.of the Company.

LiveWire’s material contractual operating cash commitments at December 31, 20242025 relate to leases as discussed further in Note 9, Leases, in the consolidated financial statements. In addition, as a result of the Business Combination completed on September 26, 2022, LiveWire willestimates capital expenditures to be subjectbetween to$3 certainmillion paymentsand $8 million in the event minimum purchase commitments under the Contract Manufacturing Agreement with H-D are not met beginning in the year 2026.

The overall decreaseincrease in cash during the year ended December 31, 20242025 was due primarily to an increase in net cash provided by financing activities, offset by a decrease in net cash used by operating activities. The overall decrease in cash during the year ended December 31, 20232024 was due primarily to a decrease in net cash providedused by financingoperating activities.

The Company had negativenet cash flowoutflow from operating activities during the years ended December 31, 20242025 and 2023.2024. Net cash used in operating activities increaseddecreased by $10,397$40,311 thousand to $53,548 thousand for the year ended December 31, 2025 compared to $93,859 thousand for the year ended December 31, 2024 compared to $83,462 thousand for the year ended December 31, 2023.2024. The increasedecrease in negativenet cash flowoutflow from operating activities in 20242025 was primarily driven by unfavorable changes in accounts payable to related party, accounts payable and accrued liabilities, and other current assets offset by a reduction in net loss adjusted for non-cash items,items and favorable changes in inventory and accounts receivable,payable net,to related party offset by unfavorable changes in accounts receivable from related parties,party and inventoriesaccounts payable and accrued liabilities compared to 2023.2024.

For the three months ended MarchJune 31,30, 2026, the Company’s net loss was $18,128$18,213 thousand compared to $19,271$18,826 thousand for the three months ended MarchJune 31,30, 2025, and was $36,341 thousand for the six months ended June 30, 2026 compared to $38,097 thousand for the six months ended June 30, 2025. The Company’s net losses reflect the early-stage nature of the Company’s business including investments in product development as the Company continues to focus on technological innovation that it expects will support future products and growth. The decrease in net loss of $1,143$613 thousand and $1,756 thousand for the three and six months ended MarchJune 31,30, 2026, respectively, reflect the segment results and changes in interest expense, related party, interest income (expense), net, and the change in fair value of warrant liabilities discussed below.

For the three months ended MarchJune 31,30, 2026, the Electric Motorcycles segment operating loss was $16,701$18,040 thousand compared to an operating loss of $19,353$18,003 thousand for the three months ended MarchJune 31,30, 2025 and was an operating loss of $34,741 thousand for the six months ended June 30, 2026 compared to an operating loss of $37,356 thousand for the six months ended June 30, 2025. Refer to the Electric Motorcycles segment analysis below for further discussion on the increase in operating loss of $37 thousand and decrease in operating loss of $2,652$2,615 thousand for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

For the three months ended MarchJune 31,30, 2026, the STACYC segment operating lossincome was $971$26 thousand compared to an operating loss of $1,313$261 thousand for the three months ended MarchJune 31,30, 2025 and was an operating loss of $945 thousand for the six months ended June 30, 2026 compared to operating loss of $1,574 thousand for the six months ended June 30, 2025. Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $342$287 thousand and $629 thousand for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

In response to the market challenges facing the electric vehicle segment and the overall broader powersports industry, the Company is continuing to focus on strategic expansion of its product offerings,offerings. includingThe theCompany plannedcommenced production in the springsecond ofquarter 2026 of its two new 125 cc-equivalent mini-motos, the S4 HonchoTM products, which are designed to expand access and affordability for riders globally. The first units are expected to arrive at authorized LiveWire retail locations later in the summer of 2026. As the Company evaluates its long-term strategy and product offerings, it will continue to focus on cost savings to reduce cash usage while focusing on developing and producing profitable products to align with evolving customer preferences and broader electric vehicle adoption trends that will allow the Company to continue to reduce operating losses and fund its operations through profitability.

For the remainder of 2026, LiveWire's focus is on the launchintroduction and delivery into the market of its two new 125 cc-equivalent mini-motors,mini-motos, the S4 HonchoTM products, and continued advancement of the Dust electric dirt bike platform towards production. Additionally, the Company remains focused on continued network expansion, cost savings and improvements, product innovation and development focused on profitable products, and continued growth of the STACYC segment.

The Electric Motorcycles Independent Retail Partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles. As of March 31, 2026 and December 31, 2025, there were nine partners and one partner, respectively, that were actively working to complete the licensing required to sell LiveWire motorcycles as of the end of the period. LiveWire intends to grow this network as it expands its distribution capabilities.

The following table presents consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands):

The Company reported an operating loss of $17,672$18,014 thousand for the three months ended MarchJune 31,30, 2026 compared to $20,666$18,264 thousand for the three months ended MarchJune 31,30, 2025. The Electric Motorcycles segment reported an operating loss of $16,701$18,040 thousand for the three months ended MarchJune 31,30, 2026 compared to $19,353$18,003 thousand for the three months ended MarchJune 31,30, 2025. The STACYC segment reported operating lossincome of $971$26 thousand for the three months ended MarchJune 31,30, 2026 compared to $1,313operating loss of $261 thousand for the three months ended MarchJune 31,30, 2025. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Interest expense, related party, for the three months ended MarchJune 31,30, 2026 was $1,417$1,454 thousand compared to zero for the three months ended MarchJune 31,30, 2025. The expense is related to the Company borrowing $75.0$75 million from H-D under the Term Loan on December 15, 2025. See Note 11,12, Related Party Transactions, in the consolidated financial statements for further discussion.

Interest Income (expense), net

Interest income (expense), net, for the three months ended MarchJune 31,30, 2026 was $603$420 thousand compared to $504$333 thousand for the three months ended MarchJune 31,30, 2025. The investment in money market funds increased to $57.0$41 million as of MarchJune 31,30, 2026 from $35.0$17 million as of MarchJune 31,30, 2025 after the Company borrowed $75.0 million under the Term Loan on December 15, 2025. See Note 11,12, Related Party Transactions, in the consolidated financial statements for further discussion.

Change in fair value of warrant liabilities for the three months ended MarchJune 31,30, 2026 was income of $383$911 thousand compared to incomea loss of $905 thousand for the three months ended MarchJune 31,30, 2025. The income recognized for the three months ended MarchJune 31,30, 2026 and 2025 was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants. The loss recognized for the three months ended June 30, 2025 was due to the increase in the estimated fair value due to fluctuations in the market price of the warrants. See Note 7,8, Warrant Liabilities, in the consolidated financial statements for further discussion.

The income tax provision for the threesix months ended MarchJune 31,30, 2026 was $25$101 thousand compared to $14$4 thousand for the threesix months ended MarchJune 31,30, 2025. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.

The following table presents consolidated results of operations for the Electric Motorcycles segment for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):

Revenue for the threesix months ended MarchJune 31,30, 2026 increased by $1,384$3,792 thousand, or 59.6%,300.7%, to $3,708$5,053 thousand from $2,324$1,261 thousand for the threesix months ended MarchJune 31,30, 2025. The increase in revenue of $1,384 thousand was primarily driven by higherthe volumesincrease in allunit marketssales andof higher270 shipmentunits, volumesor to306.8%, ourfrom third-party88 distributorsunits in the threesix months ended MarchJune 31,30, 2026 compared2025 to 358 units in the threesix months ended MarchJune 31,30, 2025.2026.

Cost of goods soldRevenue for the threesix months ended MarchJune 31,30, 2026 increased by $822$1,822 thousand, or 54.4%,24.8%, to $2,333$9,177 thousand from $1,511$7,355 thousand for the threesix months ended MarchJune 31,30, 2025. The increase in revenue of $1,822 thousand was primarily duedriven toby higher volumes of $1,681 thousand, offset by pricing decreases of $141 thousand in alignment with the increasedsix revenuemonths describedended above.June 30, 2026 compared to the six months ended June 30, 2025.

Selling, administrative and engineering expense for the threesix months ended MarchJune 31,30, 2026 increased by $220$342 thousand, or 10.3%,7.6%, to $2,346$4,815 thousand from $2,126$4,473 thousand for the threesix months ended MarchJune 31,30, 2025. Selling, administrative and engineering expense remained relatively consistent in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 with theThe change was primarily driven by $190 thousand increased marketing spend and $148 thousand increased research and development expenses.expenses in the six months ended June 30, 2026 compared the six months ended June 30, 2025.

As of MarchJune 31,30, 2026 and December 31, 2025, LiveWire’s cash and cash equivalents were $67,495$52,869 thousand and $82,777 thousand, respectively.

In the event of the exercise of any Warrants for cash, LiveWire will receive the proceeds from such exercise. Assuming the exercise in full of all of Warrants for cash, LiveWire would receive an aggregate of approximately $349.2 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise. To the extent any of the Warrants are exercised on a “cashless basis,” LiveWire will not receive any proceeds upon such exercise. LiveWire expects to use any proceeds it receives from Warrant exercises for general corporate and working capital purposes, which would increase its liquidity. LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of MarchJune 31,30, 2026, the reported sales price of Common Stock was $1.66$1.12 per share. If the trading price of Common Stock is less than the $11.50 exercise price per share of the Warrants, LiveWire expects that warrant holders will not exercise their Warrants. There is no guarantee the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and LiveWire may receive no proceeds from the exercise of Warrants. As a result, LiveWire does not expect to rely on the cash exercise of Warrants to fund its operations and LiveWire does not believe that it needs such proceeds to support working capital and capital expenditure requirements for the next twelve months. LiveWire will continue to evaluate the probability of Warrant exercises and the merit of including potential cash proceeds from the exercise of the Warrants in its future liquidity projections. LiveWire instead currently expects to rely on the sources of funding described below, if available on reasonable terms or at all.

On December 15, 2025, the Company borrowed $75.0 million under the Term Loan. The Company paid $800 thousand in the threesix months ended MarchJune 31,30, 2026 for the mandatory prepayment related to net ATM proceeds received from shares sold in the three months ended December 31, 2025. As of MarchJune 31,30, 2026 and December 31, 2025, there was $0 thousand and $800 thousand, respectively, presented as Current portion of term loan - related party, net, and $76.8 million and $74.2 millionmillion, respectively, presented as Long-term portion of term loan - related party, net, on the consolidated balance sheet. During the three and six months ended MarchJune 31,30, 2026, the Company recorded $1,417$1,454 thousand and $2,871 thousand in interest expense, respectively, which is presented in Interest expense, related party on the consolidated statements of operations and comprehensive loss. TheDuring amountthe six months ended June 30, 2026, the carrying value of the Term Loan increased by $2.6 million due primarily to accrued and compounded interest and was added to the Long-term portion of term loan - related party, net, on the consolidated balance sheets and will be payable on the Term Loan Maturity Date. Additional accrued interest due to H-D foras of June 30, 2026 was $494 thousand and presented in Other long-term liabilities - related party on the consolidated balance sheets. Additional accrued interest due to H-D as of March 31, 2026 and December 31, 2025 was $1,672$255 thousand and $255 thousand, respectively, and is presented in Other long-term liabilities on the consolidated balance sheet.sheets. The effective interest rate was 7.64%7.71% and 7.64%, respectively, as of MarchJune 31,30, 2026 and December 31, 2025. The Company remained in compliance with all of the existing covenants as of MarchJune 31,30, 2026.

As discussed above, on August 22, 2025, LiveWire entered into an At-The-Market Issuance Sales Agreement with Mizuho Securities USA LLC, as agent (the “Agent”), under which LiveWire may offer and sell, from time to time at its sole discretion, an aggregate gross sale price of up to $50.0 million of shares of its common stock through the Agent (the “ATM Program”). LiveWire filed a prospectus supplement with the SEC on August 22, 2025 in connection with the ATM Program. There were no70,256 shares of common stock sold under the ATM Program and no commissions duringin the three and six months ended MarchJune 31,30, 2026.2026 for an aggregate offering price of $100 thousand. Total commissions related to the ATM Program for the three and six months ended June 30, 2026 were $3 thousand, which were offset against Additional-paid-in-capital. As of MarchJune 31,30, 2026 and December 31, 2025, there were $381 thousand and $382 thousandthousand, respectively, unamortized issuance costs related to the ATM Program recorded included in Other current assets on the consolidated balance sheet and will be offset against Additional paid-in-capitalpaid-in capital on a ratable basis as additional proceeds are received under the ATM Program. Additionally, there were $180$127 thousand and $307 thousand in expenses associated with maintaining the ATM Program included in Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss for the three and six months ended MarchJune 31,30, 2026.2026, respectively. At MarchJune 31,30, 2026 and December 31, 2025, $47.7 million and $47.8 millionmillion, respectively, in capacity remained available under the ATM Program.

Management continues to assess the Company’s liquidity position and has the flexibility to adjust spending as needed through cost reduction initiatives in order to preserve liquidity. At the same time, the Company continues to explore additional means for raising capital to continue to support ongoing operations and future investments. Additionally, the Company continues to focus on the development of products that are profitable while reducing its use of cash. Based on its current plans and projections, the Company expects that its current resourcescash and cash equivalents will be sufficient to fund its ongoing operations and capital expenditure requirements for at least the next twelve months from the issuance date of these consolidated financial statements. The Company has been actively exploring various financing alternatives and will require additional capital in orderfinancing to continue to financefinancing its operations and execute its business plan before eventually attaining and maintaining profitable operations. To address this need, management will continue to actively pursue additional financing during the third quarter of 2026. The amount and timing of future funding requirements will depend on many factors, including the pace and results of the Company’s product development and sales efforts, as well as timing and size of funds raised under the ATM Program or other possible financing vehicles. If the Company is unable to secure additional capital or other financing in the amounts needed, on terms acceptable to the Company, or at all, it could adversely affect its ability to satisfy obligations as they become due and execute its strategic business objectives.

LiveWire’s material contractual operating cash commitments at MarchJune 31,30, 2026 relate to leases. LiveWire estimates capital expenditures to be between $3 million and $8 million in 2026. As a result of the Business Combination completed on September 26, 2022, LiveWire will be subject to certain payments in the event minimum purchase commitments under the Contract Manufacturing Agreement with H-D are not met beginning in the year 2027. The Company also has a liability of $6,080 thousand as of MarchJune 31,30, 2026 and December 31, 2025 thousand for excess inventory components held by H-D that the Company expects to be obligated to reimburse H-D under the terms of the Contract Manufacturing Agreement. Refer to Note 11,12, Related Party Transactions, for discussion of commitments with H-D.

The following table presents condensed highlights from the Company’s consolidated statements of cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):