What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-23 compared with 2023-03-06 · 133 added, 122 removed, 286 unchanged (47% of the section changed)

6 unchanged sentences

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes are in accordance with U.S.

Based on that evaluation, and as a result of the material weakness in our internal control over financial reporting as described below, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were not effective.

As a result of the identified material weakness described below, we performed additional analysis and other post-closing procedures intended to assess whether our consolidated financial statements, including restatements of previous unaudited interim periods, and the related notes thereto included in this Annual Report on Form 10-K fairly present, in all material aspects, the Company’s financial condition, results of operations and cash flows as of the dates presented, and for the periods ended in such dates, in conformity with GAAP.

Material Weakness

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

During finalization of the Company’s 2022 Consolidated financial statements, the Company discovered that it had prematurely recognized revenue related to deliveries to a customer of STACYC electric balance bikes without batteries, which were shipped separately a short time later.

As a result, the Company had prematurely recognized revenue during financial reporting periods prior to the completion of the Business Combination on those semi-finished units at the time of delivery of the bikes in the first and second quarters of 2022, respectively, with a related understatement of revenue in the third quarter of 2022.

The batteries were completely delivered by the end of the third quarter of 2022, which was required for the Company to be able to recognize revenue for the bikes as a finished unit.

On February 22, 2023, the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), in consultation with members of the Company’s management, concluded that the Company’s previously issued unaudited quarterly financial statements for the three months ended March 27, 2022, the three and six months ended June 26, 2022, and the three months ended September 25, 2022 should no longer be relied upon due to the premature revenue recognition error in those financial statements.

For the nine months ended September 25, 2022, there was no impact to the Company’s reported revenue or cash flow, as a result of the premature recognition of revenue.

The Company concluded it has a material weakness in its internal control over financial reporting, as the design of controls to correctly recognize revenue and the related cost of goods sold at the STACYC segment in accordance with GAAP were ineffective.

The material weakness in the Company’s internal control over financial reporting, which remained unremediated as of the filing of this Annual Report on Form 10-K, resulted in material errors not being detected timely within the Company’s unaudited interim financial statements for the three months ended March 27, 2022, the three and six months ended June 26, 2022 and the three months ended September 25, 2022, all of which are being restated within this Annual Report on Form 10-K for the year ending December 31, 2022.

See further detail in Note 18, Restatement of Unaudited Interim Financial Statements, for further details of the Restatement.

We are continuing to develop and implement our remediation plan to strengthen the effectiveness of the design and operation of our internal control environment as discussed in greater detail under the caption entitled “Remediation Efforts” below.

Management believes that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our Consolidated balance sheets, Consolidated statements of operations and comprehensive loss, Consolidated statements of shareholders’ equity, and Consolidated statements of cash flows for the periods presented.

Remediation Efforts

The Company has identified and begun to implement several steps, as further described below, designed to remediate the foregoing material weakness and to enhance the Company’s overall control environment.

The Company will not consider the material weakness remediated until its enhanced controls are operational for a sufficient period of time and tested, enabling management to conclude that the enhanced controls are operating effectively.

To remediate this material weakness, the Company has begun requiring one shipment for all complete electric balance bikes to satisfy the performance obligation, with any exceptions requiring review by the Chief Accounting Officer and/or the Chief Financial Officer for appropriate accounting under GAAP.

Additionally, the Company is enhancing its control structure over the STACYC segment and implementing a control to require all material changes to business operations and new or amended contracts to be reviewed by the Chief Accounting Officer and/or the Chief Financial Officer for accounting impacts in accordance with GAAP.

The Company is also enhancing its controls related to the review of material, manual journal entries to ensure the review is being completed by the appropriate level of management for assessment of accounting impacts in accordance with GAAP.

While the foregoing measures are intended to effectively remediate the material weakness described in this Item 9A, it is possible that additional or amended remediation steps will be necessary.

As such, as the Company will continue to evaluate and implement its plan to remediate the material weakness, its management may decide to take additional measures to address the material weakness or modify the remediation steps described above.

The material weakness cannot be considered fully remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Until this material weakness is remediated, the Company plans to continue to perform additional analyses and other procedures to help ensure that its consolidated financial statements are prepared in accordance with GAAP.

Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”).

This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating company’s internal control over financial reporting in the period between the consummation date of the reverse acquisition and the date of management’s assessment of internal control over financial reporting (pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).

Prior to the Business Combination, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving one or more businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination, and our management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of December 31, 2022.

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on management’s evaluation under the framework in Internal Control – Integrated Framework, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023.

Attestation Report of Independent Registered Public Accounting Firm

This Form 10-K does not include an attestation report of the effectiveness of the Company's internal control over financial reporting as of December 31, 2022 by the Company's registered public accounting firm due to a transition period established by rules of the U.S.

Securities and Exchange Commission for new public companies.

This Form 10-K does not include an attestation report of the effectiveness of the Company's internal control over financial reporting as of December 31, 2023 by the Company's registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter ended 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We are in the process of implementing the remediation efforts noted above, which are being implemented subsequent to December 31, 2022.

Other Information

On February 22, 2024, LiveWire Group, Inc.

(the “Company”) Board of Directors appointed Mr.

Mansfield to serve on the Board of Directors, effective February 22, 2024.

The Board of Directors also appointed Mr.

Mansfield to serve on the Nominating and Corporate Governance Committee and the Brand, Sustainability and Safety Committee, effective immediately.

Mansfield is currently the Chief Commercial Officer (“CCO”) of Harley-Davidson, Inc.

Since joining Harley-Davidson in 2018, Mr.

Mansfield has held various leadership roles at H-D, including Vice President – Chief Strategy Officer from 2018 to 2020 and most recently Vice President – Motorcycle Management from 2020 to his current appointment as CCO.

Mansfield has over 20-years of experience leading growth, product, strategy, and innovation for some of the world’s most iconic companies.

Additionally, Mr.

Mansfield has held and succeeded in global leadership roles within automotive, consumer electronics, and FMCG companies.

Mansfield has a master’s degree from the University of Oxford.

Mansfield will not be entitled to receive any additional compensation for his service as a director because he serves as the Chief Commercial Officer of Harley-Davidson, Inc.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

4 unchanged sentences

Executive Officers:

Jochen Zeitz 59 Chair, Chief Executive Officer and Director

Ryan Morrissey 46 President

Karim Donnez 47 Chief Executive Officer

Tralisa Maraj 48 Chief Financial Officer

Ryan Morrissey 47 President, Ventures & Investments

Amanda Parker 42 Chief Legal Officer

Jon Carter 38 Chief Accounting Officer

Vance Strader 57 Chief Technical Officer

Non-Employee Directors:

1 unchanged sentence

John Garcia 67 Director

Gina Goetter 45 Director

Kjell Gruner 56 Director

Glen Koval 49 Director

Edel O’Sullivan 43 Director

Paul Krause 45 Director

Luke Mansfield 47 Director

Hiromichi Mizuno 58 Director

Jonathan Root 50 Director

Jochen Zeitz 60 Board Chairman

*As of February 23, 2024

Executive Officers

Jochen Zeitz is our Chief Executive Officer and Chairman of the Board.

Zeitz has been a director of Harley-Davidson since 2007 and served as its Acting President and Chief Executive Officer from February 2020 until May 2020, when he was appointed as H-D’s President and Chief Executive Officer.

Zeitz has served as H-D’s Chairman of the Board since February 2020.

Zeitz served as Chairman and Chief Executive Officer of the sporting goods company PUMA AG from 1993 to 2011.

He was also PUMA’s Chief Financial Officer from 1993 to 2005.

Zeitz served as a director of luxury goods company Kering (formerly PPR) from 2012 to 2016.

He was a member of Kering’s Executive Committee and Chief Executive Officer of its Sport & Lifestyle division from 2010 to 2012.

Zeitz is an Advisor and Board Member of the Cranemere Group Limited and co-founded The B Team with Sir Richard Branson.

He is also the Founder and Chairman of the ZEITZ foundation, Founder of Segera Conservancy and The Long Run, and Co-Founder of the Zeitz Museum of Contemporary Art Africa (Zeitz MOCAA) in Cape Town, which preserves and exhibits contemporary art from Africa and its diaspora.

We believe Mr.

Zeitz is qualified to serve as Chair and a Director due to his extensive experience restructuring and transforming companies, experience as a public director and leader in the motorcycle and lifestyle brand industries.

Ryan Morrissey is our President.

Prior to joining LiveWire, Mr.

Morrissey was Chief Electric Vehicle Officer of H-D from early 2020 to March 2022, leading the establishment of the EV division and the launch of the LiveWire brand.

Prior to H-D, Mr.

Morrissey served as a Senior Partner and Head of the Americas Automotive & Mobility practice at Bain & Company.

In fifteen years with the management consulting firm’s strategy, industrials and technology practices, he advised corporate clients and financial investors on growth, M&A and technology transformations.

He served leading original equipment manufacturers in the automotive, agriculture, aerospace and powersports industries on electrification, connected vehicles, autonomous driving, and services strategy.

He also led Bain’s collaboration with the World Economic Forum on digital business models.

His expertise in sustainable technologies dates back to the early years of his career, working on the product and commercial teams at Lutron Electronics to develop and market smart building technologies and energy management systems.

Morrissey holds a Bachelor of Science degree from Lafayette College where he studied Mechanical Engineering and Finance and an MBA from MIT.

Karim Donnez is Chief Executive Officer of LiveWire.

Donnez joins LiveWire from Bombardier Recreational Products Inc.

(“BRP”) where he was most recently President of BRP’s Marine Group, having held various roles since joining the company in 2015, including SVP, Strategy, Business Development, IS&T and Transformation.

Prior to joining BRP, Mr.

Donnez held leadership positions are Rio Tinto, most recently as General Manager, Refinery & Energy for Rio Tinto Kennecott, where he also oversaw business transformation initiatives as part of corporate global functions.

Donnez started his career at Accenture.

Donnez holds an MSc in Engineering from Arts et Métiers Paris Tech and an MBA from HEC Montréal.

Donnez currently serves on the board of directors of Oliva Tech.

Tralisa Maraj is our Chief Financial Officer.

8 unchanged sentences

Maraj is a Charted Accountant under the Association of Chartered Certified Accountants in the UK and CPA licensed in the State of Texas.

Ryan Morrissey is our President, Ventures & Investments.

Prior to joining LiveWire, Mr.

Morrissey was Chief Electric Vehicle Officer of H-D from early 2021 to September 2022, leading the establishment of the EV division, the launch of the LiveWire brand, and the IPO of the company on the NYSE.

Prior to H-D, Mr.

Morrissey served as a Senior Partner and Head of the Americas Automotive & Mobility practice at Bain & Company.

In fifteen years with the management consulting firm’s strategy and technology practices, he advised corporate clients and investors on growth, M&A and technology transformations.

He served leading original equipment manufacturers in the automotive, agriculture, aerospace and powersports industries on electrification, connected vehicles, and autonomous driving.

He also led Bain’s collaboration with the World Economic Forum on digital business models.

His expertise in sustainable technologies dates back to the early years of his career at Lutron Electronics developing and selling smart building technologies.

Morrissey holds a Bachelor of Science in Mechanical Engineering from Lafayette College and an MBA from MIT.

Amanda Parker is our Chief Legal Officer.

Parker has served as Chief Legal Officer of LiveWire since late summer 2022.

Parker has served as Chief Legal Officer of LiveWire since 2022.

Prior to joining LiveWire, Ms.

8 unchanged sentences

Parker served as Commercial Director at Cargill, Incorporated from 2013 to 2014 and Attorney at Cargill, Incorporated from 2008 to 2013.

Parker began her law practice at Briggs & Morgan, PA in Minneapolis.

Parker began her law practice at Briggs & Morgan, PA in Minneapolis, MN.

Parker holds a JD from the University of Minnesota Law School, an MBA in Finance from the Carlson School of Business at the University of Minnesota, and a BA in Criminal Justice from American University in Washington, DC.

Jon Carter is our Chief Accounting Officer.

Carter has served as Chief Accounting of LiveWire since May 2022.

Prior to joining LiveWire, Mr.

Carter held several positions at US Foods from July 2018 to April 2022, including Vice President and Assistant Corporate Controller.

Before joining US Foods, Mr.

Carter held several positions at Cenveo, Inc.

from November 2013 to June 2018, including Assistant Corporate Controller.

Carter began his career at KPMG, LLP and holds a Bachelors Degree in Accounting from Simpson College.

Carter is a CPA licensed in the State of Iowa.

Non-Employee Directors

14 unchanged sentences

John Garcia has served on the Board since September 2022 and is the Executive Chairman of AEA Investors LP.

Garcia joined AEA in 1999 as a Partner and Head of AEA Investors LP’s then newly formed European operations based in London.

Garcia became President of AEA Investors LP while continuing to head European operations and lead AEA Investors LP’s global Value-Added Industrial Products and Specialty Chemicals teams.

Garcia joined AEA in 1999 as a Partner.

Garcia became President of AEA Investors LP.

Garcia also became Chief Executive Officer of AEA Investors LP, during which time he was responsible for all operational aspects of AEA including fundraising, investment review process, growth and strategy and operations.

Garcia was also named Chairman of AEA Investors LP in 2012 and in 2019, in connection with relinquishing the title of Chief Executive Officer, he became the Executive Chairman.

As Executive Chairman, Dr.

Garcia remains responsible for AEA’s investment review process.

Since 1999, under his leadership, AEA has made over 90 private equity investments totaling over $11 billion of invested capital.

1 unchanged sentence

Garcia has served on the board of numerous AEA portfolio companies in addition to various other companies.

Garcia serves as the chairman or member of the investment committee for the various private equity and private debt funds.

Garcia has a long history of working together with family owned and entrepreneur-led businesses and investors to help them maximize their potential and meet their long term needs.

Garcia has a long history of working together with family owned and entrepreneur-led businesses and investors to help them maximize their potential.

Garcia earned a B.Sc.

3 unchanged sentences

Garcia is qualified to serve as a director due to his significant management and business experiences.

Gina Goetter has served on the Board since September 2022.

Goetter has been the Chief Financial Officer of H-D since September 2020.

Goetter served as Senior Vice President Finance of the Prepared Foods Segment of multinational food company Tyson Foods, Inc.

from 2019 to September 2020.

From 2008 to 2018, Ms.

Goetter held several leadership positions at multinational consumer foods manufacturer and marketer General Mills, Inc., including serving as Vice President, Financial Operations of the Meals & Baking Operating Unit from 2017 to 2019, Senior Finance Director of the Baking Operating Unit from 2015 to 2016, and CFO of the General Mills Canada segment from 2011 to 2015.

Goetter holds a Bachelors of Applied Science from the University of Wisconsin-La Crosse and an MBA from Boston College.

We believe Ms.

Goetter is qualified to serve as a director due to her qualifications in business, finance and accounting, as well as to her extensive experience and leadership in a wide range of public companies.

Kjell Gruner has served on the Board since September 2022.

Gruner has been the President and Chief Executive Officer of Porsche Cars North America since November 2020.

Gruner has been Chief Commercial Officer and President, Business Growth of Rivian since September 2023.

Previously he was the President and Chief Executive Officer of Porsche Cars North America from November 2020 to July 2023.

Gruner served as the global Chief Marketing Officer of Porsche from September 2010 to October 2020.

Gruner served as Director of Strategy Mercedes-Benz Cars during his tenure at Daimler AG from 2004 to 2010.

He served as Director of Strategy Mercedes-Benz Cars during his tenure at Daimler AG from 2004 to 2010.

Prior to that time he worked for Porsche and for the Boston Consulting Group (BCG).

Gruner earned a Masters Degree from Karlsruhe Institute of Technology and a PhD scl in Marketing from WHU–Otto Beisheim School of Management.

Gruner earned a Masters Degree from Karlsruhe Institute of Technology and a PhD in Marketing from WHU–Otto Beisheim School of Management.

We believe Dr.

5 unchanged sentences

Koval is qualified to serve as a director due to his decades of experience at H-D, his motorcycle product and engineering expertise, and his extensive knowledge of the motorcycle industry.

Edel O’Sullivan has served on the Board since September 2022.

O’Sullivan has been the Chief Commercial Officer of H-D since March 2021.

From 2007 to March 2021 Ms.

O’Sullivan held several positions at Bain & Company, including serving as partner from 2016 to 2021.

O’Sullivan served in the Financial Planning and Analysis of Procter & Gamble from 2002 to 2005.

O’Sullivan holds a Bachelor’s degree in Chemical Engineering from the Universidad Simon Bolivar and an MBA from Harvard Business School.

We believe Ms.

O’Sullivan is qualified to serve as a director due to her significant management and business experiences.

Paul Krause has served on the Board since June 2023 and is the Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of Harley-Davidson, Inc.

He has been in this role since March 2020 and oversaw the separation of LiveWire from Harley-Davidson and the process of establishing LiveWire Group, Inc.

as a separate public company.

He is also responsible for leading the global legal support for Harley-Davidson, Inc.

in all areas including public company operations, corporate governance, global compliance, manufacturing, sales, dealer support, litigation, trademarks, and intellectual property.

Krause has been with Harley-Davidson since 2016 serving in various roles, including Interim Chief Legal Officer and Assistant General Counsel.

Prior to joining Harley-Davidson, Mr.

Krause was an attorney for ArcelorMittal, a global steel manufacturer, and the law firm of Littler Mendelson.

Krause graduated from Marquette University Law School in 2004 and from Drake University, with a Bachelor of Science in Business Administration, in 2000.

Luke Mansfield joined the LiveWire Board of Directors February 2024 and has held previous board positions that focused on strategic guidance, mentoring, and industry expertise.

Mansfield currently serves as the Chief Commercial Officer at Harley-Davidson, Inc.

He has over 20-years of experience leading growth, product, strategy, and innovation for some of the world’s most iconic companies.

Additionally, Mr.

Mansfield has held and succeeded in global leadership roles within automotive, consumer electronics, and FMCG companies.

Mansfield has a master’s degree from the University of Oxford.

Hiromichi Mizuno has served as an Independent Board Member since June 2023 and is the Founder and CEO of Good Steward Partners, LLC.

He currently serves as Special Advisor to CEO of MSCI, Inc.

and Mission Committee Member of Danone S.A.

He is the former Special Envoy of U.N.

Secretary General on Innovative Finance and Sustainable Investments, the former Non-Executive Board Member of Tesla, Inc., and the former Special Advisor to the Minister of Economy, Trade and Industry of Japan.

He previously served as Executive Managing Director and Chief Investment Officer of Government Pension Investment Fund of Japan (GPIF), the largest pension fund in the world with AUM $1.5 trillion.

Prior to joining GPIF, Hiromichi was a partner at Coller Capital, a London-based private equity firm after working for Sumitomo Trust & Banking Co., Ltd.

His involvements with academic institutions include Executive Fellow of Harvard Business School, Harvard University, Executive in Residence and Global Leadership Council Member of Said Business School, Oxford University, Visiting Fellow of Cambridge Judge Business School, University of Cambridge, Senior Fellow of Kellogg School of Management, Northwestern University, Guest Professor of Osaka University Graduate School of Medicine, Advisor, and CiRA (Center for iPS Cell Research and Application, Kyoto University) Foundation.

Jonathan Root has served on the Board since July 2023 and is the Chief Financial Officer of Harley-Davidson, Inc.

He previously served as the SVP of Harley-Davidson Financial Services (“HDFS”) where he oversaw the global HDFS business as President of Eaglemark Savings Bank, President of Harley-Davidson Insurance, and President of all other HDFS subsidiaries.

Root has been responsible for both strategy and execution of Harley-Davidson’s motorcycle retail lending, branded credit card partnerships, commercial lending, and retail/commercial/insurance operations.

Root has over 25 years of financial services and corporate finance experience.

Root joined HDFS in 2011 and has held multiple roles across Harley-Davidson including VP, Insurance.

Prior to HDFS, Mr.

Root held a variety of roles at Ally Financial, Inc., GMAC Financial Services, Inc., and General Motors, Inc.

Root holds an MBA from the University of Detroit Mercy and a Bachelor of Science in Corporate Finance from Wayne State University.

Jochen Zeitz is our Chairman of the Board.

Zeitz has also served as H-D’s Chairman of the Board since February 2020.

Zeitz served as Chairman and Chief Executive Officer of the sporting goods company PUMA AG from 1993 to 2011.

He was also PUMA’s Chief Financial Officer from 1993 to 2005.

Zeitz served as a director of luxury goods company Kering (formerly PPR) from 2012 to 2016.

He was a member of Kering’s Executive Committee and Chief Executive Officer of its Sport & Lifestyle division from 2010 to 2012.

Zeitz is an Advisor and Board Member of the Cranemere Group Limited and co-founded The B Team with Sir Richard Branson.

We believe Mr.

Family Relationships

4 unchanged sentences

The NYSE listing standards generally define an “independent director” as a person that, in the opinion of the issuer’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company).

The parties have determined that William Cornog, John Garcia and Kjell Gruner are considered our independent directors.

The parties have determined that William Cornog, John Garcia, Kjell Gruner, and Hiromichi Mizuno are considered our independent directors.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

2 unchanged sentences

The Board does not anticipate having a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees.

The Board also considers specific risk topics, including risks associated with our strategic

initiatives, business plans and capital structure.

Our management, including our executive officers, are primarily responsible for managing the risks associated with operation and business of the company and provide appropriate updates to the Board and the Audit and Finance Committee.

The Board also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure.

Our management, including our executive officers, are primarily responsible for managing the risks associated with the operation and business of the company and provide appropriate updates to the Board and the Audit and Finance Committee.

The Board delegates to the Audit and Finance Committee oversight of its risk management process, and our other Board committees also consider risks as they perform their respective committee responsibilities.

1 unchanged sentence

Board Committees

The Board has an Audit and Finance Committee, a Conflicts Committee, a Nominating and Corporate Governance Committee, a Human Resources Committee and a Brand and Sustainability Committee, each of which has the composition and responsibilities described below.

The Board has an Audit and Finance Committee, a Conflicts Committee, a Nominating and Corporate Governance Committee, a Human Resources Committee and a Brand, Sustainability, and Safety Committee, each of which has the composition and responsibilities described below.

Audit and Finance Committee Information

6 unchanged sentences

• overseeing our financial and accounting controls and compliance with legal and regulatory requirements;

• overseeing the Company’s Internal Audit function;

• reviewing our policies on risk assessment and risk management;

1 unchanged sentence

• establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

Our Audit and Finance Committee consists of William Cornog, John Garcia and Kjell Gruner with William Cornog serving as chair.

Our Audit and Finance Committee consists of William Cornog, John Garcia, Kjell Gruner and Hiromichi Mizuno, with William Cornog serving as chair.

Rule 10A-3 of the Exchange Act and the NYSE rules require that our Audit and Finance Committee be composed entirely of independent members.

The Board has affirmatively determined that William Cornog, John Garcia and Kjell Gruner each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE rules.

The Board has affirmatively determined that William Cornog, John Garcia, Kjell Gruner, and Hiromichi Mizuno each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE rules.

Each member of our Audit and Finance Committee also meets the financial literacy requirements of NYSE listing standards.

In addition, the Board has determined that William Cornog qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

The Board has adopted a written charter for the Audit and Finance Committee, which is available on our corporate website.

The Board has

adopted a written charter for the Audit and Finance Committee, which is available on our corporate website.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

8 unchanged sentences

The Conflicts Committee is composed entirely of independent directors that the Board determined meet the independence requirements of the NYSE.

The Board has adopted a written charter for the Conflicts Committee, which is available on our

corporate website.

The Board has adopted a written charter for the Conflicts Committee, which is available on our corporate website.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

4 unchanged sentences

• developing and recommending to the Board a set of corporate governance guidelines.

Our Nominating and Corporate Governance Committee consists of William Cornog, Kjell Gruner and Edel O’Sullivan with Edel O’Sullivan serving as chair.

Our Nominating and Corporate Governance Committee consists of William Cornog, Kjell Gruner, Paul Krause, Luke Mansfield, and Jonathan Root, with Paul Krause serving as chair.

William Cornog and Kjell Gruner each qualify as “independent directors” under the NYSE rules.

6 unchanged sentences

• reviewing and approving incentive compensation and equity-based plans and arrangements and making grants of cash-based and equity-based awards under such plans.

Our Human Resources Committee consists of William Cornog, John Garcia, and Gina Goetter with John Garcia serving as chair.

Our Human Resources Committee consists of William Cornog, John Garcia, Paul Krause and Jonathan Root, with John Garcia serving as chair.

John Garcia and William Cornog each qualify as “independent directors” under the NYSE rules.

1 unchanged sentence

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

Brand and Sustainability Committee

Our Brand and Sustainability Committee is responsible for, among other things:

Brand, Sustainability, and Safety Committee

Our Brand, Sustainability, and Safety Committee is responsible for, among other things:

• monitoring consumer, market, industry, and macroeconomic trends, issues and concerns that could affect our brand relevance and its retail and go-to-market models, processes, resources, activities, strategies and other capabilities, and make recommendations to the Board and management regarding how we should respond to such trends, issues and concerns;

3 unchanged sentences

• reviewing new technologies and other innovations that will permit us to achieve sustainable growth without growing our environmental impact;

• considering the impact that our sustainability policies, practices and strategies have on employees, customers, dealers, suppliers, the environment and the communities in which we operates.

Our Brand and Sustainability Committee is composed of Kjell Gruner, Glen Koval and Edel O’Sullivan, with Kjell Gruner serving as chair.

The Board has adopted a written charter for the Brand and Sustainability Committee, which is available on our

corporate website.

• considering the impact that our sustainability policies, practices and strategies have on employees, customers, dealers, suppliers, the environment and the communities in which we operate;

• monitoring and advising on the Company’s safety performance, initiatives, policies, processes, general safety trends, issues, and concerns that could affect the Company’s customers, employees, or other stakeholders.

Our Brand and Sustainability Committee is composed of Kjell Gruner, Glen Koval, Luke Mansfield, and Hiromichi Mizuno, with Kjell Gruner serving as chair.

The Board has adopted a written charter for the Brand, Sustainability, and Safety Committee, which is available on our corporate website.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

110 unchanged sentences

Form of Performance Stock Unit Award Agreement *

LiveWire Group, Inc.

Executive Severance Plan 8-K 001-41511 5/10/2023 10.1

Convertible Delayed Draw Term Loan Agreement 8-K 001-41511 2/16/2024 10.1

Listing of LiveWire Group, Inc.

4 unchanged sentences

Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C.

LiveWire Group, Inc.

Clawback Policy *

LiveWire Group, Inc.

Non-Employee Director Compensation Policy *

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *

13 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 6, 2023.

LiveWire Group, Inc.

/s/ Jochen Zeitz

/s/ Karim Donnez

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 6, 2023.

/s/ Jochen Zeitz Chief Executive Officer and Director

Jochen Zeitz (Principal Executive Officer)

/s/ Karim Donnez Chief Executive Officer

Karim Donnez (Principal Executive Officer)

/s/ Tralisa Maraj Chief Financial Officer

Tralisa Maraj (Principal Financial Officer)

/s/ Jon Carter Chief Accounting Officer

Jon Carter (Principal Accounting Officer)

Tralisa Maraj (Principal Financial Officer and Principal Accounting Officer)

/s/ William Cornog Director

William Cornog

/s/ Gina Goetter Director

/s/ John Garcia Director

1 unchanged sentence

/s/ Glen Koval Director

/s/ Edel O’Sullivan Director

Edel O’Sullivan

/s/ Paul Krause Director

/s/ Luke Mansfield Director

Luke Mansfield

/s/ Hiromichi Mizuno Director

Hiromichi Mizuno

/s/ Jonathan Root Director

Jonathan Root

/s/ Jochen Zeitz Board Chairman

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures