What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-21 · 107 added, 106 removed, 199 unchanged (52% of the section changed)

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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 and 2024 Highlights

LiveWire is an industry-leading all-electric vehicle brand with a mission to pioneer the growing two-wheel electric motorcycle space.

LiveWire is an industry-leading all-electric vehicle brand with a mission to pioneer the rapidly growing two-wheel electric motorcycle space.

The Company operates in two segments:

Electric Motorcycles and STACYC.

LiveWire’s 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 for kids, related parts and accessories and apparel in the United States and certain international markets.

H-D introduced its first electric motorcycle in late 2019 as the “Harley-Davidson LiveWire.” In 2021, building on early success and the continued growth in the global market demand for electric vehicles, H-D launched LiveWire as a standalone electric vehicle division, with the first LiveWire-branded product, the LiveWire ONE, debuting in July 2021, followed by a special launch edition of S2 Del Mar® in May 2022 with full production and sales beginning in the third quarter of 2023.

During 2024, the Company began production and selling of additional models off the S2 platform, including Mulholland™ and Alpinista™.

In 2019, H-D acquired STACYC Inc.

and began selling electric balance bikes for kids.

Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, and at retail through a Company-owned dealership and through online sales.

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 are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online.

LiveWire is focused on innovating and developing technology in the electric vehicle market.

LiveWire’s vision is to create the next generation of electric motorcycles with products and experiences that merge the power and technology of electric with the unique soulful connection that comes from an analog machine.

As discussed below, on September 26, 2022 as part of the Business Combination, LiveWire, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.

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.

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, and investments in talent and capabilities to support the new company.

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, 2024 was $4,856 thousand, as compared to operating income of $622 thousand for the year ended December 31, 2023.

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.

Recent Developments

On April 24, 2024, the Company announced a plan to both relocate the operations of LiveWire Labs, the Company’s west coast product development facility, from Mountain View, California to Milwaukee, Wisconsin and streamline headcount at the Company.

The Company believes this plan will enable synergies and optimize efficiencies in product development and simplify the Company’s overall path to future profitability.

Under this plan, the Company recorded $3,752 thousand of expense related to employee termination benefits and other costs, of which $3,448 thousand was paid in cash during the year ended December 31, 2024.

The remaining amount will be paid in 2025 and there are no other amounts expected to be incurred under this plan.

In September 2024, continuing its focus on the Company’s path to profitability and furthering its strategy, the Company executed a reorganization of its Sales and Marketing function and Product Development and Design function, including consolidating each of these functions under singular leadership and other headcount reductions.

In conjunction with this reorganization, the Company recorded $1,271 thousand of employee termination benefits, primarily severance, during the year ended December 31, 2024, of which $900 thousand was paid as of December 31, 2024.

The remaining amount will be paid in 2025 and there are no other amounts expected to be incurred under this reorganization.

The Company also recognized a noncash reduction in stock compensation expense of $3,753 thousand during the year ended December 31, 2024 resulting from forfeitures of awards related to employees who terminated during 2024 as a result of the above actions.

The Company also recorded $863 thousand of accelerated depreciation related to LiveWire Labs leasehold improvements resulting from the move from Mountain View, California to Milwaukee, Wisconsin during the year ended December 31, 2024.

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.

Management believes this change will allow the Company to leverage the business practices and expertise of the dealer network in each region to further grow the business and increase unit sales in Europe.

This change also aligns the business model in Europe to the business model in the United States.

On November 5, 2024, the Company announced a non-binding Memorandum of Understanding with KYMCO to collaborate on a new electric maxi-scooter project.

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 Honcho TM 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

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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.

See Note 4, Business Combination, in the consolidated financial statements for further detail related to the Business Combination.

For 2025, LiveWire's focus continues to be on cost improvements, product innovation and development, and market growth.

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

Basis of Presentation

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

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

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• 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 Unit Sales (STACYC) – LiveWire defines Electric Balance Bike Unit Sales as the number of electric balance 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, 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.

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

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Total Retail Motorcycle Unit Sales 844 492

Electric Balance Bike Unit Sales:

Electric Balance Bike and Electric Bike Unit Sales:

US 16,799 16,925

International 4,834 1,624

Total Electric Balance Bike Unit Sales

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 unit sales November 5, 2024 and beyond are reflected as Wholesale Motorcycle Unit Sales.

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.

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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.

As of December 31, 2024 and 2023, there were zero and 4 partners, respectively, that were actively working to complete the licensing required to sell LiveWire motorcycles as of the end of the period.

LiveWire intends to grow this network as it expands its distribution capabilities.

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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 Unit Sales is a key driver of revenue and profit for STACYC.

Total Electric Balance Bike and Electric Bike Unit Sales is a key driver of revenue and profit for STACYC.

Results of Operations

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Operating loss from Electric Motorcycles $ (73,831) $ (105,500) $ 31,669 30.0 %

Operating (loss) income from STACYC (4,856) 622 (5,478) (880.7) %

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) %

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Net loss per share, basic and diluted $ (0.37) $ (0.46) $ 0.09 19.6 %

Operating Income (Loss)

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 $105,500 thousand for the year ended December 31, 2024, as compared to an operating loss of $116,611 thousand for the

year ended December 31, 2023.

Operating loss from the STACYC segment was $4,856 thousand for the year ended December 31, 2024, compared to operating income of $622 thousand for the year ended December 31, 2023.

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, 2024 was $5,704 thousand compared to $10,537 thousand for the year ended December 31, 2023.

The change was primarily driven by the decrease in the Company’s investment in money market funds from $161,000 thousand at December 31, 2023 to $52,000 thousand at December 31, 2024.

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, 2024 was income of $10,770 thousand compared to a loss of $4,020 thousand for the year ended December 31, 2023.

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.

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.

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, 2024 was $43 thousand, as compared to an income tax provision of $78 thousand for the year ended December 31, 2023.

The income tax provision in 2024 and 2023 was driven by the change in deferred tax liability associated with the amortization of the taxable temporary difference related to indefinite lived intangibles that are not amortized for book purposes.

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.

Segment Results

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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.

Unit sales decreased 7% to 612 in 2024 from 660 in 2023 resulting in a decrease in revenue of $806 thousand.

Additionally, revenue decreased by $1,226 thousand from product mix primarily related to reduced selling prices on a one-time large volume sale of units previously used as company owned vehicles for demonstration purposes, and $1,058 thousand from additional incentives introduced in 2024 as compared to 2023.

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 due to the decrease in unit sales discussed above, the non -recurrence of the provision for a liability for excess inventory components held by H-D under the terms of the Contract Manufacturing Agreement recorded in the year ended December 31, 2023 resulting in a decrease of $6,126 thousand , offset by higher net realizable value and other reserve adjustments on increased inventory on hand of $3,941 thousand , increased depreciation expense of $1,463 thousand , and the impact of an unfavorable arbitration ruling related to a supplier claim of $1,370 thousand .

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 due to a decrease in product development expense of $9,933 thousand in the current year as 2023 included increased expenses related to the initial development of the S2 platform.

Additionally, the Company continues to focus on cost reduction activities in 2024, including decreases of $5,097 thousand in personnel costs in the year ended December 31, 2024 primarily from headcount reductions in 2024, and $1,011 thousand from reductions in insurance premiums compared to the year ended December 31, 2023.

These decreases were offset by an increase in depreciation expense of $2,796 thousand, including $863 thousand related to accelerated depreciation on leasehold improvements related to LiveWire Labs resulting from the move from Mountain View, California to Milwaukee, Wisconsin.

As discussed above, related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount, the Company recorded $5,023 thousand of expense in the year ended December 31, 2024 related to employee termination benefits and other costs.

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.

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2025 2024 $ Change %

Electric balance bikes $ 14,043 $ 22,865 $ (8,822) (38.6) %

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) %

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Selling, administrative and engineering expense 9,214 10,710 (1,496) (14.0) %

Operating (loss) income $ (4,856) $ 622 $ (5,478) (880.7) %

Revenue for the year ended December 31, 2024 decreased by $8,223 thousand, or 31.1%, to $18,252 thousand from $26,475 thousand for the year ended December 31, 2023.

The decrease was primarily due to lower revenue from electric balance bikes of $8,822 thousand.

The decrease in revenue from electric balance bikes was driven by lower shipment volumes of $6,144 thousand primarily to our independent distributors, along with a decrease of $2,678 thousand due to pricing and promotions for the year ended December 31, 2024.

Operating loss $ (1,653) $ (4,856) $ 3,203 66.0 %

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, 2024 decreased by $4,100 thousand, or 24.9%, to $12,398 thousand from $16,498 thousand for the year ended December 31, 2023.

The decrease was primarily due to lower volumes in alignment with the decreased revenue described above.

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, 2024 increased by $1,355 thousand, or 14.5%, to $10,710 thousand from $9,355 thousand for the year ended December 31, 2023.

The increase was primarily due to increased research and development costs related to new product development of $955 thousand, increased people costs of $388 thousand, and an increase in the provision for doubtful accounts of $147 thousand, offset by $175 thousand of decreased depreciation and amortization and decreased marketing expense of $138 thousand.

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

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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 as more fully described below.

On September 26, 2022, LiveWire consummated the Business Combination with ABIC resulting in net proceeds of approximately $293.7 million, including a $100 million investment from H-D and a $100 million investment from KYMCO through a PIPE.

Additionally, LiveWire received ABIC’s cash held in trust account of $13.6 million and the $100 million

equity backstop provided by the H-D Backstop Amount 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.

In the event of the exercise of any of Warrants for cash, LiveWire will receive the proceeds from such exercise.

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.

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.

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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 outstanding principal under the Convertible Term Loan bears interest at a floating rate per annum, as calculated by H-D as of the date of each advance 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%.

The Company may elect to pay up to 100% of the amount of any interest due by increasing the outstanding principal amount of the applicable advance.

The Convertible Term Loan does not include affirmative covenants impacting the operations of the Company.

The Convertible Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions.

The Convertible Term Loan has 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.

In the event that the Convertible Term Loan cannot be settled in cash by the Company at maturity, unless otherwise agreed between the Company and H-D, the Convertible Term Loan will be converted to equity of Company at a conversion price per share of common stock of the Company equal to 90% of the volume weighted average price per share of Common Stock for the 30 trading days immediately preceding the conversion date.

As of December 31, 2024 , there were no amounts outstanding under the Convertible Term Loan and the Company remained in compliance with all of the existing covenants.

Management believes that cash on hand, including the proceeds received from the Business Combination, and the Convertible Term Loan, will provide sufficient liquidity to meet LiveWire’s projected obligations, including those related to existing contractual obligations, for at least the next twelve months.

LiveWire plans to use its current cash on hand and available funds under the Convertible Term Loan to support its core business operations and strategic plan, invest in new product development, and enhance its global manufacturing and distribution capabilities.

LiveWire had $8,468 thousand of purchase order commitments related to capital expenditures and other spending to support its business operations and strategic plan as of December 31, 2024 related to fiscal year 2025.

The Company enters into purchase orders with vendors and other parties in the ordinary course of business.

During the year ended December 31, 2023, the Company entered into a long-term commitment with a vendor to provide certain inventory components.

As of December 31, 2024, the Company’s estimated payments are $605 thousand and $410 thousand for fiscal years 2025 and 2026, respectively, and no estimated payments thereafter.

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.

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 s old 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.

Otherwise, there have been no material changes in the Company’s cash obligations and commitments since the end of fiscal year 2024.

LiveWire’s material contractual operating cash commitments at December 31, 2024 relate to leases as discussed further in Note 9, Leases, in the consolidated financial statements.

In addition, as a result of the Business Combination completed on September 26, 2022, LiveWire 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 2026.

Cash Flow Activity

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Net cash used by investing activities (3,811) (8,068)

Net cash used by financing activities (1,444) (412)

Net cash provided (used) by financing activities 75,735 (1,444)

Effect of exchange rate changes on cash and cash equivalents (36) (96)

Net decrease in cash and cash equivalents $ (103,467) $ (97,336)

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

The overall decrease in cash during the year ended December 31, 2023 was due primarily to a decrease in net cash provided by financing activities.

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 negative cash flow from operating activities during the years ended December 31, 2024 and 2023.

Net cash used in operating activities increased by $10,397 thousand to $93,859 thousand for the year ended December 31, 2024 compared to $83,462 thousand for the year ended December 31, 2023.

The increase in negative cash flow from operating activities in 2024 was primarily driven by unfavorable changes in accounts payable to related party, accounts payable and accrued liabilities, and other current assets offset by a reduction in net loss adjusted for non-cash items, and favorable changes in accounts receivable, net, accounts receivable from related parties, and inventories compared to 2023.

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.

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 decrease was due to lower capital expenditures in 2024.

LiveWire expects to fund future cash flows used in investing activities with cash on hand and available funds under the Convertible Term Loan.

LiveWire estimates capital expenditures to be between $8 million and $12 million in 2025.

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 used by financing activities increased by $1,032 thousand to $1,444 thousand net cash used by financing activities for the year ended December 31, 2024 compared to $412 thousand net cash used by financing activities for the year ended December 31, 2023.

The increase was primarily due to cash received in 2023 for the exercise of warrants of $1,557 thousand.

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

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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 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.

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.

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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 and electric balance bikes.

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.

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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.

Corporate Allocations - Historically, prior to the Business Combination, LiveWire had been managed and operated in the normal course of business by H-D.

Accordingly for carve-out financial statement purposes, certain shared costs have been allocated to LiveWire and are reflected as expenses in the accompanying consolidated financial statements prior to the Business Combination.

Management considers the expense methodology and resulting allocation to be reasonable for all periods presented;

however, the allocations may not be indicative of actual expenses that would have been incurred had LiveWire operated as an independent, publicly traded company for the periods presented prior to the Business Combination.

See Note 16, Related Party Transactions, in the consolidated financial statements for further details.

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”).

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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 identical to those of the Public Warrants, including the exercise price, exercisability and exercise period.

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.

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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 7. Management’s Discussion and Analysis