What changed in this filing

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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-23 · 71 added, 171 removed, 248 unchanged (49% of the section changed)

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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.

During the three months ended December 31, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Tralisa Maraj 49 Chief Financial Officer

Ryan Morrissey 47 President, Ventures & Investments

Amanda Parker 42 Chief Legal Officer

Vance Strader 57 Chief Technical Officer

Ryan Ragland 49 Head of Product Development & Design

Allen Gerrard 52 General Counsel & Board Secretary

Jon Bekefy 48 Head of Global Sales & Marketing

Non-Employee Directors:

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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 held leadership positions at Rio Tinto, where most recently Mr.

Donnez served as General Manager, Refinery & Energy for Rio Tinto Kennecott.

Donnez also oversaw business transformation initiatives as part of corporate global functions.

Donnez started his career at Accenture as an Analyst (formerly Anderson Consulting) in 2000 and departed in 2008 as a Senior Manager.

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

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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.

Ryan Ragland was appointed as our Head of Product Development and Design at LiveWire in November 2024 where he leads innovative product and design strategies.

Ragland co-founded StaCyc which introduced the first electric balance bike and transformed how young riders experience motorcycling.

Upon StaCyc being acquired by Harley-Davidson in 2019, Mr.

Ragland continued in a leadership role as CEO and Chief of Brand and Product of StaCyc.

Ragland previously worked as a Principal Engineer at Rev.1 Engineering where he contributed to medical device advancements.

Ragland also held several titles at KTM North America, Inc., where he managed R&D programs and advanced product testing strategies.

Ragland holds a Bachelor of Science degree in Mechanical Engineering from San Diego State University.

Allen Gerrard is our General Counsel & Board Secretary.

Gerrard joins LiveWire from Harley-Davidson (“H-D”) where he was most recently Assistant General Counsel, Products & Strategy and Assistant Secretary.

Gerrard held several legal leadership roles at H-D providing guidance to H-D’s leadership team since 2017.

Prior to joining H-D, Mr.

Gerrard held various legal positions at PepsiCo, Inc., GE Healthcare and Fiserv, Inc.

Gerrard holds a J.D.

from Pace University Elizabeth Haub School of Law in White Plains, N.Y.

in Political Science from the University of Colorado Boulder.

Jon Bekefy was appointed as our Head of Global Sales & Marketing at LiveWire in November 2024 where he leads global sales, marketing, and digital efforts.

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 2022.

Prior to joining LiveWire, Ms.

Parker was General Counsel and Corporate Secretary of Loram Maintenance of Way, Inc.

Before joining Loram Maintenance of Way, Inc., Ms.

Parker was General Counsel, Chief Development Officer and Corporate Secretary of Regis Inc.

from 2018 to 2021.

Before joining Regis Inc., Ms.

Parker served as Assistant General Counsel and Senior Attorney at Polaris Industries, Inc.

from 2014 to 2017.

Before joining Polaris Industries, Inc.

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, 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.

Bekefy served as the GM of Brand Marketing for Harley-Davidson from 2019-2021.

Prior to Harley-Davidson, Mr.

Bekefy was instrumental in electric vehicle start-ups at Alta Motors from 2015-2017 serving in marketing leadership, and at Mission Motors from 2013 to 2015.

Jon Holds a B.A.

from the University of Delaware.

Non-Employee Directors

Cornog has served on the Board since September 2022 and is the former head of KKR Capstone (2002-2022), the portfolio operations team of KKR & Co.

Cornog has served on the Board since September 2022 and serves as the Chairman of the Audit and Finance Committee and the Conflicts Committee.

Cornog is the former head of KKR Capstone (2002-2022), the portfolio operations team of KKR & Co.

In addition to leading Capstone, Mr.

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Prior to that, Mr.

Cornog was a partner at The Boston Consulting Group and also worked at Age Wave Communications and SmithKline Beckman Corporation (GSK).

Cornog currently is a board member at Channel Control Merchants, which is a KKR portfolio company, and Brightview Holdings, Inc.

BV), a publicly traded company controlled by KKR.

Cornog is Chairman of the Board at Channel Control Merchants and is Chairman of the audit committee and the conflicts committee of LiveWire.

Cornog was a partner at The Boston Consulting Group and worked at Age Wave Communications and SmithKline Beckman Corporation (GSK).

Cornog served as a board member at Channel Control Merchants from June 2020-March 2024, which was a KKR portfolio company.

Cornog currently serves as a board member of Brightview Holdings, Inc.

BV), and as a board member and Chairman of the Value Creation Committee at Azenta (AZTA), both publicly traded companies.

Private company and philanthropic boards include Griffin Highline, Blue Crow Sports Group, and The Knight Campus at the University of Oregon.

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in Organic Chemistry from Princeton University, and an MBA from Wharton School of the University of Pennsylvania.

We believe Dr.

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

Kjell Gruner has served on the Board since September 2022.

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

Gruner is currently the President and CEO of the Volkswagen Group of America since December 2024, and served previously as Chief Commercial Officer and President, Business Growth of Rivian from 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.

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

Gruner served as the global Chief Marketing Officer of Porsche from September 2010 to October 2020 and 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 in Marketing from WHU–Otto Beisheim School of Management.

We believe Dr.

Gruner is qualified to serve as a director due to his extensive automotive and brand strategy experience.

Glen Koval has served on the Board since September 2022.

Koval has held several leadership positions at H-D since August 2001, including serving as Vice President of Engineering since January 2021, General Manager of Engineering from May 2020 to December 2020, Chief Engineer of EV Platform from January 2019 to April 2020 and Chief Engineer of Current Products from January 2017 to January 2019.

Gruner earned a Master’s Degree from Karlsruhe Institute of Technology and a PhD S.C.L in Marketing from WHU–Otto Beisheim School of Management.

Glen Koval has served on the Board since September 2022 and is currently the Senior Vice President of Global Motorcycle Development at Harley-Davidson.

Koval has held several leadership positions at Harley-Davidson that includes serving as Vice President of Motorcycle Development from August 2022 to July 2024, Vice President of Engineering from January 2021 to July 2022, General Manager of Engineering from May 2020 to January 2021, and Chief Engineer from January 2017 to May 2020.

Koval holds a Bachelor of Engineering from Marquette University and an MBA from Concordia University-Wisconsin.

We believe Mr.

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.

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.

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

Krause joined Harley-Davidson in 2016 where he has served in various roles, which includes Interim Chief Legal Officer and Assistant General Counsel.

Additionally, Mr.

Krause is 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.

Krause oversaw the separation of LiveWire from Harley-Davidson in March 2020 and the process of establishing LiveWire

as a separate public company.

Prior to joining Harley-Davidson, Mr.

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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.

Luke Mansfield has served on the Board since February 2024 and has over 20-years of experience leading growth, product, strategy, and innovation for some of the world’s most iconic companies.

Mansfield joined Harley-Davidson in October 2018 and is currently the Chief Commercial Officer.

At Harley-Davidson, Mr.

Mansfield has held various leadership roles including Vice President – Chief Strategy Officer from 2018 to 2020 and Vice President-Motorcycle Management from 2020 to January 2024.

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 holds a Master’s Degree in Chemistry 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.

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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.

Jonathan Root has served on the Board since July 2023 and is the Chief Financial Officer and President Commercial 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.

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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.

Family Relationships

There are no family relationships between any of LiveWire’s executive officers and directors.

Independence of Directors

We adhere to the rules of the NYSE in determining whether a director is independent.

The Board consults with its counsel to ensure that the Board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.

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, 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.

Board Leadership Structure and Role in Risk Oversight

The Board oversees the risk management activities designed and implemented by our management.

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 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.

All board committees report to the Board as appropriate, including, but not limited to, when a matter rises to the level of a material or enterprise risk.

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, Sustainability, and Safety Committee, each of which has the composition and responsibilities described below.

Audit and Finance Committee Information

Our Audit and Finance Committee is responsible for, among other things:

• appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;

• discussing with our independent registered public accounting firm their independence from management;

• reviewing, with our independent registered public accounting firm, the scope and results of their audit;

• approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

• overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC;

• 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;

• reviewing related person transactions;

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

Conflicts Committee

Our Conflicts Committee is responsible for, among other things, reviewing and approving:

• new material arrangements and transactions between H-D and us;

• changes to our organizational documents that involve conflicts between H-D and us;

• resolution of material disputes related to agreements between H-D and its affiliates on the one hand and us and our affiliates on another, including any material amendment, waiver, or enforcement action relating to any such agreements (including the Intellectual Property Licensing Agreement, Contract Manufacturing Agreement, Joint Development Agreement and the Master Services Agreement) and any other material operational matters between H-D and us;

• any amendment to the charter of the Conflicts Committee;

• any sales of shares of Common Stock by H-D that are subject to an early price-based release under the Registration Rights Agreement.

Our Conflicts Committee is composed of William Cornog, John Garcia and Kjell Gruner, with William Cornog serving as chair.

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

Nominating and Corporate Governance Committee Information

Our Nominating and Corporate Governance Committee is responsible for, among other things:

• identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board as set forth in our corporate governance guidelines;

• annually reviewing the committee structure of the Board and recommending to the Board the directors to serve as members of each committee;

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

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.

The Board has adopted a written charter for the Nominating and Corporate Governance 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.

Human Resources Committee

Our Human Resources Committee is responsible for, among other things:

• reviewing and approving, or recommending that the Board approve, the compensation of our Chief Executive Officer and other executive officers;

• making recommendations to the Board regarding director compensation;

• 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, 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.

The Board has adopted a written charter for the Human Resources 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.

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;

• monitoring the social, political, environmental, public policy, legislative and regulatory trends, issues and concerns that could affect our brand and sustainability models, processes, resources, activities, strategies and other capabilities, and make recommendations to the Board and management regarding how we should respond to social and environmental trends, issues and concerns to more effectively achieve its brand and sustainability goals;

• considering and advising management on high-leverage aspects of our brand and our go-to-market strategies to rapidly improve its brand relevance, retail prowess and new customer creation in the near term, while building strong leadership and company capabilities in these areas for the long term;

• assisting management in setting strategy, establishing goals and integrating brand, social and environmental shared value creation and inclusion into daily business activities across our business, consistent with sustainable growth;

• 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 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.

Guidelines for Selecting Director Nominees

The Nominating and Corporate Governance Committee considers persons identified by its members, management, stockholders, investment bankers and others.

The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Committee charter, generally provide that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives and backgrounds to our deliberations;

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The Nominating and Corporate Governance Committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board.

The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons.

Code of Ethics

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

Human Resources Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has served, as a member of the compensation committee of any entity that has one or more executive officers serving on the Board.

Stockholder and Interested Party Communications

Our management may establish a process for stockholder and interested party communications in the future.

The other information required by this Item will be included in the Proxy Statement under the caption Board Matters and Corporate Governance and is incorporated by reference herein.

The information on beneficial ownership reporting compliance will be contained under the caption Delinquent Section 16(a) Reports in the Proxy Statement and is incorporated by reference herein.

Executive Compensation

The information required by this Item will be included in the Proxy Statement under the captions Executive Compensation and Human Resources Committee Report on Executive Compensation and is incorporated by reference herein.

The information required by this Item will be included in the Proxy Statement under the captions Executive Compensation and is incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in the Company's Proxy Statement under the captions Certain Transactions and Board Matters and Corporate Governance – Independence of Directors and are incorporated by reference herein.

The information required by this Item will be included in the Company's Proxy Statement under the captions Certain Transactions and Relationships and Board Matters and Corporate Governance and are incorporated by reference herein.

Principal Accountant Fees and Services

The information required by this Item will be included in the Company's Proxy Statement under the caption Proposal 2:

Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 and is incorporated by reference herein.

The information required by this Item will be included in the Company's Proxy Statement under the caption Independent Registered Public Accounting Firm and is incorporated by reference herein.

Exhibits and Financial Statement Schedules

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Consolidated Financial Statements and Supplementary Data

Reports of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Consolidated statements of operations and comprehensive loss for the years ended December 31, 202 4 , 202 3 , and 2 0 2 2

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Schedule II – Valuation and qualifying accounts

Reference is made to the separate Index to Exhibits contained on pages 117 through 118 filed herewith.

Reference is made to the separate Index to Exhibits contained on the following pages filed herewith.

All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules.

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Contract Manufacturing Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson Motor Company Group, LLC 8-K 001-41511 9/30/2022 10.7

Transition Services Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc.

8-K 001-41511 9/30/2022 10.8

Master Services Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc.

Amended and Restated Master Services Agreement, dated as of December 23, 2024, by and among LiveWire EV, LLC and Harley-Davidson, Inc.

8-K 001-41511 12/26/2024 10.1#

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Director Compensation Policy *

LiveWire Group, Inc.

Non-Employee Director Compensation Policy *

Form of Restricted Stock Unit Award Agreement *

Form of Restricted Stock Unit Award Agreement – Non-compete *

Form of Restricted Stock Unit Award – International *

Form of Performance Stock Unit Award Agreement *

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

LiveWire Group, Inc.

Insider Trading Compliance Policy *

Listing of LiveWire Group, Inc.

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LiveWire Group, Inc.

Clawback Policy *

LiveWire Group, Inc.

Non-Employee Director Compensation Policy *

Clawback Policy 10-K 001-41511 2/23/2024 97

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 *

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101.DEF XBRL Taxonomy Extension Definition Linkbase Document *

INDEX TO EXHIBITS

Items 15(a)(3) and 15(c)

Description Form File No.

Filing Date Exhibit Number Filed/Furnished herewith

101.LAB XBRL Taxonomy Extension Label Linkbase Document *

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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