# LiveWire Group, Inc. (LVWR)

Informational only - not investment advice.

CIK: 0001898795
SIC: 3751 Motorcycles, Bicycles & Parts
SIC breadcrumb: [Manufacturing](/division/D/) > [Transportation Equipment](/major-group/37/) > [SIC 3751 Motorcycles, Bicycles & Parts](/industry/3751/)
Latest 10-K filed: 2026-02-20
SEC page: https://www.sec.gov/edgar/browse/?CIK=1898795
Filing source: https://www.sec.gov/Archives/edgar/data/1898795/000189879526000028/lvwr-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 25672000 | USD | 2025 | 2026-02-20 |
| Net income | -75114000 | USD | 2025 | 2026-02-20 |
| Assets | 146411000 | USD | 2025 | 2026-02-20 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001898795.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  | 30,863,000 | 35,806,000 | 46,833,000 | 38,023,000 | 26,633,000 | 25,672,000 |
| Net income |  | -77,572,000 | -68,292,000 | -78,938,000 | -109,550,000 | -93,925,000 | -75,114,000 |
| Operating income |  | -77,055,000 | -68,182,000 | -84,955,000 | -115,989,000 | -110,356,000 | -75,484,000 |
| Diluted EPS |  | -0.48 | -0.42 | -0.46 | -0.54 | -0.46 | -0.37 |
| Operating cash flow |  | -53,714,000 | -74,539,000 | -89,681,000 | -83,462,000 | -93,859,000 | -53,548,000 |
| Capital expenditures |  | 3,243,000 | 9,951,000 | 14,081,000 | 13,462,000 | 8,068,000 | 3,811,000 |
| Share buybacks |  |  | 0.00 | 0.00 | 1,969,000 | 1,444,000 | 1,024,000 |
| Assets |  | 51,740,000 | 61,952,000 | 351,805,000 | 266,147,000 | 147,960,000 | 146,411,000 |
| Liabilities |  |  | 42,027,000 | 45,005,000 | 60,284,000 | 32,845,000 | 100,383,000 |
| Stockholders' equity | 21,797,000 | 2,023,000 | 19,925,000 | 306,800,000 | 205,863,000 | 115,115,000 | 46,028,000 |
| Cash and cash equivalents |  |  | 2,668,000 | 265,240,000 | 167,904,000 | 64,437,000 | 82,777,000 |
| Free cash flow |  | -56,957,000 | -84,490,000 | -103,762,000 | -96,924,000 | -101,927,000 | -57,359,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Return on equity |  |  | -342.75% | -25.73% | -53.22% | -81.59% | -163.19% |
| Return on assets |  | -149.93% | -110.23% | -22.44% | -41.16% | -63.48% | -51.30% |
| Liabilities / equity |  |  | 2.11 | 0.15 | 0.29 | 0.29 | 2.18 |
| Current ratio |  |  | 1.07 | 8.77 | 4.55 | 3.29 | 4.63 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001898795.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q3 | 2022-09-25 |  |  | 0.01 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | -0.10 | reported discrete quarter |
| 2023-Q2 | 2023-03-31 |  | -21,147,000 |  | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 7,026,000 |  | -0.20 | reported discrete quarter |
| 2023-Q3 | 2023-06-30 |  | -40,732,000 |  | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 8,144,000 |  | -0.07 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 15,091,000 | -33,093,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 4,978,000 | -23,644,000 | -0.12 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 |  | -23,644,000 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 6,449,000 |  | -0.12 | reported discrete quarter |
| 2024-Q3 | 2024-06-30 |  | -24,805,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 4,445,000 |  | -0.11 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 10,761,000 | -22,782,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 2,743,000 | -19,271,000 | -0.09 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 |  | -19,271,000 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 5,873,000 |  | -0.09 | reported discrete quarter |
| 2025-Q3 | 2025-06-30 |  | -18,826,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 5,701,000 |  | -0.10 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 11,355,000 | -17,622,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 5,115,000 | -18,128,000 | -0.09 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1898795/000189879526000048/lvwr-20260331.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to help the reader understand the Company, the Company’s financial condition and results of operations, and the Company’s present business environment. The following discussion and analysis should be read together with the accompanying unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes in the 2025 Annual Report on Form 10-K.

Overview

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.

The 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 bikes, electric bikes, and related parts, accessories and apparel in the United States and certain international markets. The STACYC segment launched an adult pedal assist electric bike in the United States in March 2025.

Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, at retail through a Company-owned dealership and through online sales. Electric balance bikes and electric bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to customers online. As discussed below, on September 26, 2022 as part of the Business Combination, the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.

For the three months ended March 31, 2026, the Company’s net loss was $18,128 thousand compared to $19,271 thousand for the three months ended March 31, 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 thousand for the three months ended March 31, 2026, reflect the segment results and changes in interest expense, related party, interest income and the change in fair value of warrant liabilities discussed below.

For the three months ended March 31, 2026, the Electric Motorcycles segment operating loss was $16,701 thousand compared to an operating loss of $19,353 thousand for the three months ended March 31, 2025. Refer to the Electric Motorcycles segment analysis below for further discussion on the decrease in operating loss of $2,652 thousand for the three months ended March 31, 2026.

For the three months ended March 31, 2026, the STACYC segment operating loss was $971 thousand compared to an operating loss of $1,313 thousand for the three months ended March 31, 2025. Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $342 thousand for the three months ended March 31, 2026.

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, including the planned production in the spring of 2026 of two new 125 cc-equivalent mini-motos, the S4 HonchoTM products, which are designed to expand access and affordability for riders globally. 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.

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”), pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-289699), which was declared effective by the SEC on August 21, 2025. LiveWire filed a prospectus supplement with the SEC on August 22, 2025 in connection with the ATM Program.

24

Business Combination

On September 26, 2022, the Company consummated a previously announced business combination and related financing transactions (collectively the “Business Combination”) pursuant to a business combination agreement, dated as of December 12, 2021 (the “Business Combination Agreement”), by and among AEA-Bridges Impact Corp (“ABIC”), LiveWire EV Holdings, Inc., a Delaware corporation (now known as “LiveWire Group, Inc.”), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation (“H-D”), and LiveWire EV, LLC (“Legacy LiveWire”), a wholly-owned subsidiary of H-D.

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of the Company issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded resulting from the Business Combination. The Business Combination resulted in net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7, Warrant Liabilities, to the consolidated financial statements.

2026 Outlook

For 2026, LiveWire's focus is 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 focused on profitable products, and continued growth of the STACYC segment.

Key Business Metrics

To analyze LiveWire’s business performance, determine financial forecasts and help develop long-term strategic plans, management reviews the following key business metrics, which are important measures that represent the growth of the business:

•Wholesale Motorcycle Unit Sales – LiveWire defines Wholesale Motorcycle Unit Sales as the number of electric motorcycles sold by LiveWire to independent dealers for which LiveWire recognized revenue during the period.    

•Company Retail Motorcycle Unit Sales – LiveWire defines Company Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by LiveWire through its Company-owned dealership, through online sales or direct to customers through select international partners for which LiveWire recognized revenue during the period.

•Independent Retail Motorcycle Unit Sales – LiveWire defines Independent Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by Independent Retail Partners. These unit sales do not generate revenues for LiveWire but generate revenues for individual retail partners. The data source for electric motorcycle retail sales figures is new sales warranty and registration information provided by Independent Retail Partners and compiled by LiveWire. LiveWire must rely on information that its Independent Retail Partners supply concerning new retail sales, and LiveWire does not regularly verify the information that its Independent Retail Partners supply. This information is subject to revision.

•Retail Motorcycle Unit Sales – LiveWire defines Retail Motorcycle Unit Sales as the sum of Company Retail Motorcycle Unit Sales and Independent Retail Motorcycle Unit Sales.

•Company-Owned Dealership – Dealership owned and operated by LiveWire to sell electric motorcycles, related products, and services.

•Independent Retail Partners (Electric Motorcycles) – Independent Retail Partners as used with Electric Motorcycles are dealers owned and operated by independent entities under contract with LiveWire to sell LiveWire electric motorcycles, related products and services.

•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.

25

•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.

The following table details the key business metric amounts for the periods indicated:

Three months ended

March 31,

2026

March 31,

2025

Wholesale Motorcycle Unit Sales

76 

32 

Company Retail Motorcycle Unit Sales

15 

1 

Total LiveWire Motorcycle Unit Sales

91 

33 

Retail Motorcycle Unit Sales:

Company Retail Motorcycle Unit Sales (1)

15 

1 

Independent Retail Partners (2)

104 

68 

Total Retail Motorcycle Unit Sales

119 

69 

Electric Balance Bike and Electric Bike Unit Sales:

US

3,717 

1,945 

International

242 

25 

Total Electric Balance Bike and Electric Bike Unit Sales

3,959 

1,970 

(1) Data source for Company Retail Motorcycle Unit Sales figures shown above is LiveWire’s records.

(2) Data source for Independent Retail Motorcycle Unit Sales figures shown above is new sales warranty and registration information provided by retail partners and compiled by LiveWire. LiveWire must rely on information that its Independent Retail Partners supply concerning new retail sales, and LiveWire does not regularly verify the information that its Independent Retail Partners supply. This information is subject to revision.

The following table details the number of retail partners:

As of

As of

March 31, 2026

December 31, 2025

Electric Motorcycles

Company-Owned Dealership

1 

1 

Independent Retail Partners

92 

96 

Total Electric Motorcycles Retail Partners

93 

97 

STACYC

Independent Retail Partners:

U.S.

2,002 

1,986 

International

43 

31 

Total STACYC Independent Retail Partners

2,045 

2,017 

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.

LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance. Wholesale Motorcycle Unit Sales and Company Retail Motorcycle Unit Sales are key drivers of revenue and operating results 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.

26

Results of Operations

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

Three months ended

March 31,

2026

March 31,

2025

$ Change

% Change

Operating loss from Electric Motorcycles

$

(16,701)

$

(19,353)

$

2,652 

13.7 

%

Operating loss from STACYC

(971)

(1,313)

342 

26.0 

%

Total operating loss

(17,672)

(20,666)

2,994 

14.5

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization.
Confidence: high

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to help the reader understand LiveWire, our financial condition and results of operations, and our present business environment. The following discussion and analysis should be read together with the consolidated financial statements and related notes included elsewhere in this Form 10-K. The following discussion may contain forward-looking statements. Actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Form 10-K, particularly in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” discussions.

Overview

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.

The 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 bikes, electric bikes, related parts and accessories and apparel in the United States and certain international markets. The STACYC segment launched an adult pedal assist electric bike in the United States in March 2025.

Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, 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 customers online. As discussed below, on September 26, 2022 as part of the

59

Business Combination, the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.

During the third quarter of 2025, the Company initiated the “Twist & Go Promotion” offering temporary pricing incentives on its S2 electric motorcycles from August 28, 2025 to October 31, 2025, which resulted in increased sales volumes in the third quarter of 2025. In late October 2025, the promotion was extended by the Company through December 15, 2025.

LiveWire’s net loss for the year ended December 31, 2025 was $75,114 thousand compared to $93,925 thousand for the year ended December 31, 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.

The Electric Motorcycles segment operating loss for the year ended December 31, 2025 was $73,831 thousand, compared to an operating loss of $105,500 thousand for the year ended December 31, 2024. Refer to the Electric Motorcycles segment analysis below for further discussion.

The STACYC segment operating loss for the year ended December 31, 2025 was $1,653 thousand, as compared to operating loss of $4,856 thousand for the year ended December 31, 2024. Refer to the STACYC segment analysis below for further discussion.

In response to the market challenges facing the electric vehicle segment and the overall boarder powersports industry, the Company is continuing to focus on strategic expansion of its product offerings, including the planned production in the spring of 2026 of two new 125 cc-equivalent mini-motos, the S4 HonchoTM products, which are designed to expand access and affordability for riders globally. 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.

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”), pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-289699), which was declared effective by the SEC on August 21, 2025. LiveWire filed a prospectus supplement with the SEC on August 22, 2025 in connection with the ATM Program.

Business Combination

On December 12, 2021, H-D entered into the Business Combination Agreement with ABIC, to effect the separation of its electric vehicle business. On September 16, 2022, the Business Combination was approved in an ABIC shareholder vote, and it closed on September 26, 2022.

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of LiveWire issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded resulting from the Business Combination. Operations prior to the Business Combination are those of Legacy LiveWire.

Upon closing of the Business Combination and PIPE Investments, the most significant change in the Company’s future reported financial position and results was an increase in cash due to net proceeds received of approximately $293.7 million, including a $100.0 million investment from the Legacy LiveWire Equityholder and a $100.0 million investment from certain members of the KYMCO Group, through a PIPE. Additionally, the increase in cash reflects the amount of cash released from ABIC’s trust account of $13.6 million (net of the SPAC share redemption amount) and the $100.0 million equity backstop (the “H-D Backstop Amount”) provided by H-D in exchange for 10,000,000 shares of Common Stock for a purchase price of $10.00 per share pursuant to the terms of the Business Combination Agreement.

2026 Outlook

For 2026, LiveWire's focus is 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 focused on profitable products, and continued growth of the STACYC segment.

60

Basis of Presentation

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.

Key Business Metrics

To analyze LiveWire’s business performance, determine financial forecasts and help develop long-term strategic plans, management reviews the following key business metrics, which are important measures that represent the growth of the business:

•Wholesale Motorcycle Unit Sales – LiveWire defines Wholesale Motorcycle Unit Sales as the number of electric motorcycles sold by LiveWire to independent dealers for which LiveWire recognized revenue during the period.    

•Company Retail Motorcycle Unit Sales – LiveWire defines Company Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by LiveWire through its Company-owned dealership, through online sales or direct to customers through select international partners for which LiveWire recognized revenue during the period.

•Independent Retail Motorcycle Unit Sales – LiveWire defines Independent Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by Independent Retail Partners. These unit sales do not generate revenues for LiveWire but generate revenues for individual retail partners. The data source for electric motorcycle retail sales figures is new sales warranty and registration information provided by Independent Retail Partners and compiled by LiveWire. LiveWire must rely on information that its Independent Retail Partners supply concerning new retail sales, and LiveWire does not regularly verify the information that its Independent Retail Partners supply. This information is subject to revision.

•Retail Motorcycle Unit Sales – LiveWire defines Retail Motorcycle Unit Sales as the sum of Company Retail Motorcycle Unit Sales and Independent Retail Motorcycle Unit Sales.

•Company-owned dealership – Dealership owned and operated by LiveWire to sell electric motorcycles, related products, and services.

•Independent Retail Partners (Electric Motorcycles) – Independent Retail Partners as used with Electric Motorcycles are dealers owned and operated by independent entities under contract with LiveWire to sell LiveWire electric motorcycles, related products and services.

•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.

61

The following table details the key business metric amounts for the periods indicated:

Year Ended

2025

2024

Wholesale Motorcycle Unit Sales:

US

226 

422 

International (1)

363 

89 

Total Wholesale Motorcycle Unit Sales

589 

511 

Company Retail Motorcycle Unit Sales:

US

64 

23 

International (1)

— 

78 

Total Company Retail Motorcycle Unit Sales

64 

101 

Total LiveWire Motorcycle Unit Sales

653 

612 

Retail Motorcycle Unit Sales:

Company Retail Motorcycle Unit Sales (2)

64 

101 

Independent Retail Partners (3)

780 

391 

Total Retail Motorcycle Unit Sales

844 

492 

Retail Motorcycle Unit Sales:

US

506 

414 

International

338 

78 

Total Retail Motorcycle Unit Sales

844 

492 

Electric Balance Bike and Electric Bike Unit Sales:

US

16,799 

16,925 

International

4,834 

1,624 

Total Electric Balance Bike and Electric Bike Unit Sales

21,633 

18,549 

(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 are reflected as Wholesale Motorcycle Unit Sales.

(2) Data source for Company Retail Motorcycle Unit Sales figures shown above is LiveWire’s records.

(3) Data source for Independent Retail Motorcycle Unit Sales figures shown above is new sales warranty and registration information provided by retail partners and compiled by LiveWire. LiveWire must rely on information that its Independent Retail Partners supply concerning new retail sales, and LiveWire does not regularly verify the information that its Independent Retail Partners supply. This information is subject to revision.

62

The following table details the number of retail partners:

As of

As of

December 31, 2025

December 31, 2024

Electric Motorcycles

Company-owned dealership

1 

1 

Independent Retail Partners:

U.S.

47 

61 

International

49 

27 

Total Electric Motorcycles Independent Retail Partners

96 

88 

Total Electric Motorcycles Retail Partners

97 

89 

STACYC

Independent Retail Partners:

U.S.

1,986 

2,041 

International (1)

31 

151 

Total STACYC Independent Retail Partners

2,017 

2,192 

(1) In May 2025, STACYC moved to a distributor model in Canada whereby the previous independent retail partners are now contracted through STACYC’s distributor.

The Electric Motorcycles retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles. 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.

Results of Operations

The following table presents consolidated results of operations for the years ended December 31, 2025 and 2024 (in thousands):

2025

2024

$ Change

% Change

Operating loss from Electric Motorcycles

$

(73,831)

$

(105,500)

$

31,669 

30.0 

%

Operating loss from STACYC

(1,653)

(4,856)

3,203 

66.0 

%

Total operating loss

(75,484)

(110,356)

34,872 

31.6 

%

Interest expense, related party

(255)

— 

(255)

(100.0)

%

Interest income

1,166 

5,704 

(4,538)

(79.6)

%

Change in fair value of warrant liabilities

(352)

10,770 

(11,122)

(103.3)

%

Loss before income taxes

(74,925)

(93,882)

18,957 

20.2 

%

Income tax provision

189 

43 

146 

339.5 

%

Net loss

(75,114)

(93,925)

18,811 

20.0 

%

Other comprehensive loss:

Foreign currency translation adjustments

(29)

(5)

(24)

(480.0)

%

Comprehensive loss

$

(75,143)

$

(93,930)

$

18,787 

20.0 

%

Net loss per share, basic and diluted

$

(0.37)

$

(0.46)

$

0.09 

19.6 

%

63

Operating 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, 2024. The Electric Motorcycles segment reported an operating loss of $73,831 thousand for the year ended December 31, 2025, as compared to an operating loss of $105,500 thousand for the year ended December 31, 2024. Operating loss from the STACYC segment was $1,653 thousand for the year ended December 31, 2025 compared to operating loss of $4,856 thousand for the year ended December 31, 2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Interest Expense, Related Party

Interest expense, related party, for the year ended December 31, 2025 was $255 thousand compared to zero for the year ended December 31, 2024. The expense is related to the Company borrowing $75.0 million from H-D under the Term Loan on December 15, 2025.

Interest Income

Interest income for the year ended December 31, 2025 was $1.2 million compared to $5.7 million for the year ended December 31, 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 $5.0 million at September 30, 2025 to $72.0 million at December 31, 2025 after the Company 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

Change in fair value of warrant liabilities for the year ended December 31, 2025 was loss of $352 thousand compared to income of $10,770 thousand for the year ended December 31, 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. See Note 10, Warrant Liabilities, in the consolidated financial statements for further discussion.

Income Tax Provision

The income tax provision for the year ended December 31, 2025 was $189 thousand compared to $43 thousand for the year ended December 31, 2024. The increase in the income tax provision in 2025 compared to 2024 was primarily driven by profits generated by the non-U.S. entities.

64

Segment Results

Electric Motorcycles

The following table presents consolidated results of operations for the Electric Motorcycles segment for the years ended December 31, 2025 and 2024 (in thousands):

2025

2024

$ Change

% Change

Revenue:

Electric motorcycles

$

4,691 

$

7,644 

$

(2,953)

(38.6)

%

Parts, accessories and apparel

1,373 

737 

636 

86.3 

%

Revenue, net

6,064 

8,381 

(2,317)

(27.6)

%

Cost of goods sold

18,058 

27,018 

(8,960)

(33.2)

%

Gross profit

(11,994)

(18,637)

6,643 

35.6 

%

Operating expenses:

Selling, administrative and engineering expense

61,837 

86,863 

(25,026)

(28.8)

%

Operating loss

$

(73,831)

$

(105,500)

$

31,669 

30.0 

%

Revenue

Revenue for the year ended December 31, 2025 decreased by $2,317 thousand, or 27.6%, to $6,064 thousand from $8,381 thousand for the year ended December 31, 2024. While unit sales increased 7% in 2025 compared to 2024, the increase was offset by new incentives announced during the third quarter 2025, including the Twist & Go Promotion, resulting in decreases to revenue of $3,248 thousand related to unit sales in the year ended December 31, 2025 and $987 thousand related to previously recognized sales during the year ended December 31, 2025. This decrease was partially offset by parts, accessories and apparel revenue increasing $636 thousand from $737 thousand in the year ended December 31, 2024 to $1,373 thousand in the year ended December 31, 2025.

Cost of Goods Sold

Cost of goods sold for the year December 31, 2025 decreased by $8,960 thousand, or 33.2%, to $18,058 thousand from $27,018 thousand for the year ended December 31, 2024. The decrease was primarily driven by a significant decrease of the number of motorcycles purchased in 2025 as compared to 2024 resulting in lower net realizable value adjustments, as well as the effect of motorcycles that were purchased in 2024 and sold in 2025 that were already written down to net realizable value resulting in lower cost of sales in 2025 relative to 2024. Additionally, cost of goods sold in 2025 decreased by $1,586 thousand from the impact of an unfavorable arbitration ruling related to a supplier claim that was recorded in 2024. This decrease was offset by increased depreciation expense of $1,390 thousand primarily from accelerated depreciation on certain tooling being replaced as part of the Company’s cost reduction activities.

Selling, Administrative and Engineering Expense

Selling, administrative and engineering expense for the year ended December 31, 2025 decreased by $25,026 thousand, or 28.8%, to $61,837 thousand from $86,863 thousand for the year ended December 31, 2024. The decrease was primarily driven by cost reduction activities, including $13,571 thousand decrease in personnel costs primarily from headcount reductions in 2024, $3,739 thousand reduction in fees paid to H-D for services under the new master services arrangement, $1,309 thousand reduction in product development spending due to the relocation of the LiveWire Labs and the completion of two new models, Mulholland and Alpinista, in 2024, $1,231 thousand decrease in accelerated depreciation related to LiveWire Labs assets recorded in 2024, $1,092 thousand reduction in rent related to the movement of LiveWire Labs from California to Milwaukee, Wisconsin in 2024, and $797 thousand reduction in travel costs in the year ended December 31, 2025 compared to the year ended December 31, 2024. These decreases were offset by an increase to warranty expense of $1,370 thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024.

The Company recorded $5,023 thousand of expense in the year ended December 31, 2024 related to employee termination benefits and other costs related to the move of LiveWire Labs from California to Wisconsin, as well as the Company’s actions to streamline headcount. The Company also recognized a noncash reduction in stock compensation expense of $3,753 thousand in the year ended December 31, 2024 resulting from forfeitures of awards related to employees who terminated in the year ended December 31, 2024 resulting from these actions.

65

STACYC

The following table presents consolidated results of operations for the STACYC segment for the years ended December 31, 2025 and 2024 (in thousands):

2025

2024

$ Change

%

Change

Revenue:

Electric balance bikes and electric bikes

$

15,808 

$

14,043 

$

1,765 

12.6 

%

Parts, accessories and apparel

3,800 

4,209 

(409)

(9.7)

%

Revenue, net

19,608 

18,252 

1,356 

7.4 

%

Cost of goods sold

12,047 

12,398 

(351)

(2.8)

%

Gross profit

7,561 

5,854 

1,707 

29.2 

%

Operating expenses:

Selling, administrative and engineering expense

9,214 

10,710 

(1,496)

(14.0)

%

Operating loss

$

(1,653)

$

(4,856)

$

3,203 

66.0 

%

Revenue

Revenue for the year ended December 31, 2025 increased by $1,356 thousand, or 7.4%, to $19,608 thousand from $18,252 thousand for the year ended December 31, 2024. The increase in revenue of $1,765 thousand was driven by a $2,351 thousand increase from higher volumes due to new products and new markets, and higher shipment volumes to our third party distributors, offset by a reduction in electric balance bikes and electric bikes revenue from lower product pricing and promotions of $586 thousand in the year ended December 31, 2025 compared to the year December 31, 2024. The increase in electric balance bikes and electric bikes revenue was offset by a decrease of $409 thousand in parts, accessories and apparel revenue in the year ended December 31, 2025 compared to the year ended December 31, 2024.

Cost of Goods Sold

Cost of goods sold for the year December 31, 2025 decreased by $351 thousand, or 2.8%, to $12,047 thousand from $12,398 thousand for the year ended December 31, 2024 and was primarily due to product mix and lower fulfillment costs.

Selling, Administrative and Engineering Expense

Selling, administrative and engineering expense for the year ended December 31, 2025 decreased by $1,496 thousand, or 14.0%, to $9,214 thousand from $10,710 thousand for the year ended December 31, 2024. The decrease was primarily due to lower marketing expense of $943 thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024.

Results of Operations 2024 Compared to 2023

Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 21, 2025 with the SEC for a detailed discussion of the results of operations for 2024 compared to 2023.

Liquidity and Capital Resources

As of December 31, 2025 and 2024, LiveWire’s cash and cash equivalents were $82,777 thousand and $64,437 thousand, respectively.

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 million. The Company also assumed 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.

66

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 December 31, 2025, the reported sales price of Common Stock was $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 February 14, 2024, the Company entered into a Convertible Delayed Draw Term Loan Agreement (the “Convertible Term Loan”) with H-D providing for term loans from H-D to the Company in one or more advances up to an aggregate principal amount of $100 million. The Convertible Term Loan had a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. The Convertible Term Loan contained a provision that provided for H-D to convert amounts outstanding to equity at the Maturity Date if, on the Maturity Date, H-D determined, acting reasonably and in good faith, that the Company does not have the financial wherewithal to repay all amounts outstanding.

On November 9, 2025, the Company entered into an Amended and Restated Delayed Draw Term Loan Agreement (the “Term Loan”) with H-D, which amended the Convertible Term Loan. The Term Loan provided the Company with access of up to $75.0 million 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 the 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 under the Term Loan bears interest at a floating rate per annum, as calculated by H-D as of the date of funding of 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%. Interest is compounded on a semi-annual basis on May 31 and November 30 and is required to be paid in full on the Term Loan Maturity Date. The 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. All of the obligations under the Term Loan are collateralized by a security interest in substantially all of the assets of the Company.

On December 15, 2025, the Company borrowed $75.0 million under the Term Loan. As of December 31, 2025, there was $800 thousand presented as Current portion of term loan - related party, net, for the mandatory prepayment of the principal amount of the Term Loan due from the first $10.0 million of net ATM proceeds and $74.2 million presented as Long-term portion of term loan - related party, net, on the consolidated balance sheet. During the year ended December 31, 2025, the Company recorded $255 thousand in interest expense, which is presented in Interest expense, related party on the consolidated statements of operations and comprehensive loss. The amount due to H-D for interest as of December 31, 2025 of $255 thousand is presented in Other long-term liabilities on the consolidated balance sheet. The effective interest rate was 7.64% for the year ended December 31, 2025. The Company remained in compliance with all of the existing covenants as of December 31, 2025.

67

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”), pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-289699), which was declared effective by the SEC on August 21, 2025. LiveWire filed a prospectus supplement with the SEC on August 22, 2025 in connection with the ATM Program. There were 448,171 shares of common stock sold under the ATM Program in the year ended December 31, 2025 for an aggregate offering price of $2,213 thousand. Additional sales under this program are subject to market demand, outside of management’s control, and subject to approval by the H-D Board of Directors as we are a controlled company. As described above, the Term Loan requires mandatory prepayment of the principal amount of the Term Loan from the first $10.0 million of net ATM proceeds (as defined in the Term Loan) from the funding of the Term Loan through the Term Loan Maturity Date.

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 resources 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 will require additional capital in order to continue to finance its operations and execute its business plan before eventually attaining and maintaining profitable operations. 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 financing vehicles.

LiveWire’s material contractual operating cash commitments at December 31, 2025 relate to leases as discussed further in Note 9, Leases, in the consolidated financial statements. 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 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 15, Related Party Transactions, for discussion of commitments with H-D.

Cash Flow Activity

The following table presents condensed highlights from our consolidated statements of cash flows for the years ended December 31, 2025 and 2024 (in thousands):

2025

2024

Net cash used by operating activities

$

(53,548)

$

(93,859)

Net cash used by investing activities

(3,811)

(8,068)

Net cash provided (used) by financing activities

75,735 

(1,444)

Effect of exchange rate changes on cash and cash equivalents

(36)

(96)

Net increase (decrease) in cash and cash equivalents

$

18,340 

$

(103,467)

The overall increase in cash during the year ended December 31, 2025 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, 2024 was due primarily to a decrease in net cash used by operating activities.

Operating Activities

The Company had net cash outflow from operating activities during the years ended December 31, 2025 and 2024. Net cash used in operating activities decreased by $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. The decrease in net cash outflow from operating activities in 2025 was primarily driven by a reduction in net loss adjusted for non-cash items and favorable changes in inventory and accounts payable to related party offset by unfavorable changes in accounts receivable from related party and accounts payable and accrued liabilities compared to 2024.

68

Investing Activities

Net cash used in investing activities decreased by $4,257 thousand to $3,811 thousand for the year ended December 31, 2025 compared to $8,068 thousand for the year ended December 31, 2024. The year ended December 31, 2024 reflected capital expenditures related to the Mulholland and Alpinista models, which did not recur in 2025.

Financing Activities

Net cash provided by financing activities increased by $77,179 thousand to $75,735 thousand for the year ended December 31, 2025 compared to $1,444 thousand net cash used by financing activities for the year ended December 31, 2024. The cash inflow was driven by borrowings under the Term Loan of $75.0 million and net proceeds received from the issuance of common stock in conjunction with the Company’s ATM Program of $1,759 thousand, offset by the repurchase of common stock of $1,024 thousand to satisfy withholding taxes in connection with the vesting of restricted stock for the year ended December 31, 2025. The cash outflow in the prior year is related to the repurchase of common stock of $1,444 thousand to satisfy withholding taxes in connection with the vesting of restricted stock for the year ended December 31, 2024.

Commitments and Contingencies

The Company is subject to lawsuits and other claims related to product, commercial, employee, environmental and other matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. Refer to Note 14, Commitments and Contingencies, in the consolidated financial statements for a discussion of the Company's commitments and contingencies.

69

Other Matters

Critical Accounting Policies and Estimates

LiveWire’s financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. Management believes that the following are some of the more critical judgment areas in the application of accounting policies that currently affect LiveWire’s financial condition and results of operations.

Revenue Recognition - Revenue from the sale of LiveWire One electric motorcycles, electric balance bikes, electric bikes, as well as parts and accessories and apparel are recorded when control is transferred to the customer, generally at the time of shipment to independent dealers and distributors or at the time of delivery to retail customers. S2 electric motorcycles contain two performance obligations, which is the sale of the electric motorcycle and a stand ready obligation to transfer Firmware Over The Air (“FOTA”) software updates to the electric motorcycle, when-and-if available, to the customer. Revenue on the sale of the S2 electric motorcycle is recorded at a point-in-time when control is transferred to the customer. As the unspecified FOTA software updates to the S2 electric motorcycles are provided when-and-if they become available, revenue related to these updates is recognized ratably over the period the updates will be provided, estimated by management to be five years, commencing when control of the electric motorcycle is transferred to the customer. The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The Company allocates the transaction price among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations.

Goodwill - Goodwill represents the excess of acquisition cost over the fair value of the net assets purchased. Goodwill is tested for impairment, based on financial data related to the reporting unit to which it has been assigned, at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and an impairment loss is recognized for the amount by which the carrying amount exceeds the fair value, limited to the total goodwill allocated to the reporting unit.

For goodwill, the reporting units used in assessing impairment is the same as the Company’s two operating segments and reportable segments as described in Note 16, Reportable Segments and Geographic Information. The Company’s assessment for impairment of goodwill utilized a discounted cash flow analysis and a guideline public company market approach to determine the fair value of the reporting unit for comparison to the corresponding carrying value, and a reconciliation of the Company’s concluded values for each reporting unit to the Company’s market capitalization. The income approach is based on discounted future cash flows and requires significant assumptions, including estimates regarding future revenue, profitability, capital requirements and discount rates. Because the projections are estimated over a significant future period of time, those estimates and assumptions are subject to uncertainty. The market approach is based on market multiples and requires an estimate of appropriate multiples based on market data for comparable companies. The market valuation models, and other financial ratios used by the Company require certain assumptions and estimates regarding the applicability of those models to the Company’s facts and circumstances. During 2025 and 2024, the Company tested its goodwill balances for impairment and no impairment charges were recorded to goodwill as a result of those impairment tests.

Product Warranty and Recalls - LiveWire provides a limited warranty on the new electric motorcycles for a period of two years, except for the battery which is covered for five years. LiveWire also provides limited warranties on parts and accessories, electric balance bikes, and electric bikes. Estimated warranty costs are recorded at the time of sale and are based primarily on historical LiveWire claim and industry information.

Additionally, LiveWire may from time-to-time initiate certain voluntary recall campaigns or field actions. The estimated costs associated with voluntary recalls or field actions are recorded when the liability is both probable and estimable. This generally occurs when LiveWire’s management approves and commits to a recall or field action. The accrued cost of a recall or field action is based on an estimate of the cost to repair each affected vehicle and the number of vehicles expected to be repaired based on historical data concerning the percentage of affected customers that take advantage of recall or field action offers. In the case of both warranty and recall costs, as actual experience becomes available it is used to update the accruals.

The factors affecting actual warranty and recall or field action costs can be volatile. As a result, actual warranty claims experience and recall or field action costs may differ from estimates, which could lead to material changes in our accrued warranty and recall or field actions costs. LiveWire’s warranty and recall or field action liabilities are discussed further in Note 12, Product Warranty and Recall Campaigns, in the consolidated financial statements.

70

Valuation of Warrant Liabilities - Upon consummation of the Business Combination, the Company assumed 30,499,990 warrants to purchase LiveWire's Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of its IPO of units (the “Public Warrants”) and 10,500,000 of outstanding warrants originally issued in a private placement in connection with the IPO of ABIC (the “Private Placement Warrants”, collectively with the Public Warrants, the “Warrants”). LiveWire accounts for its Warrants assumed as part of the Business Combination in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, LiveWire classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our consolidated statements of operations and comprehensive loss. The fair value of the Public Warrants is determined using the quoted market price as of the valuation date. The fair value of the Private Placement Warrants is determined by using the quoted market price of the Public Warrants as the Private Warrants have terms and provisions that impact the fair value assessment that are economically similar to those of the Public Warrants, including the exercise price, exercisability and exercise period. See Note 10, Warrant Liabilities, in the consolidated financial statements for more information concerning accounting for the Warrant liabilities.

Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

LiveWire is an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare LiveWire’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

New Accounting Standards Issued But Not Yet Adopted

For a discussion of recent accounting pronouncements, see Note 2, Summary of Significant Accounting Policies, in the consolidated financial statements.