What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 397 added, 409 removed, 730 unchanged (52% of the section changed)

Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

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Summary of Significant Accounting Policies

Business Combination

Share-Based Awards

Earnings Per Share

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Commitments and Contingencies

Share-Based Awards

Related Party Transactions

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

LiveWire Group, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of LiveWire Group, Inc.

(the Company) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since 2025.

Chicago, Illinois

February 20, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of LiveWire Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of LiveWire Group, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of LiveWire Group, Inc.

(the Company) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

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/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2021

We served as the Company’s auditor from 2021 to 2025.

Milwaukee, Wisconsin

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Operating loss ( 75,484 ) ( 110,356 ) ( 115,989 )

Other income, net — — 235

Interest expense, related party ( 255 ) — —

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Loss before income taxes ( 74,925 ) ( 93,882 ) ( 109,472 )

Income tax provision (benefit) 43 78 ( 33 )

Income tax provision 189 43 78

Net loss ( 75,114 ) ( 93,925 ) ( 109,550 )

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Current portion of lease liabilities 496 394

Current portion of term loan - related party, net 800 —

Total current liabilities 22,673 29,854

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Deferred tax liabilities 149 118

Long-term portion of term loan - related party, net 74,183 —

Warrant liabilities 1,901 1,549

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Accumulated deficit ( 301,027 ) ( 225,913 )

Accumulated other comprehensive income 12 17

Accumulated other comprehensive (loss) income ( 17 ) 12

Total shareholders' equity 46,028 115,115

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Depreciation and amortization 10,141 10,041 5,832

Payment of contingent consideration in excess of acquisition date fair value — — ( 413 )

Change in fair value of warrant liabilities 352 ( 10,770 ) 4,020

Stock compensation expense 4,939 4,626 8,926

Provision for doubtful accounts 230 53 145

Provision for expected credit losses 124 230 53

Deferred income taxes 32 22 74

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Cloud computing arrangements development costs — ( 45 ) ( 1,312 )

Interest expense, related party 255 — —

Other, net ( 75 ) ( 244 ) ( 117 )

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Cash flows from financing activities:

Borrowings under term loan - related party (Note 15) 75,000 — —

Gross proceeds from the sale of common stock pursuant to the at-the-market public offering (Note 1) 2,213 — —

Payment of offering costs from the at-the-market public offering (Note 1) ( 454 ) — —

Repurchase of common stock ( 1,024 ) ( 1,444 ) ( 1,969 )

Proceeds received from exercise of warrants (Note 6) — — 1,557

Borrowings on notes payable to related party (Note 16) — — 15,333

Net proceeds from the Business Combination and PIPE Investments (Note 4) — — 293,717

Payment of contingent consideration up to acquisition date fair value — — ( 1,767 )

Transfers from Parent (Note 16) — — 59,051

Net cash (used) provided by financing activities ( 1,444 ) ( 412 ) 366,334

Net cash provided (used) by financing activities 75,735 ( 1,444 ) ( 412 )

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

Net (decrease) increase in cash and cash equivalents $ ( 103,467 ) $ ( 97,336 ) $ 262,572

Net increase (decrease) in cash and cash equivalents $ 18,340 $ ( 103,467 ) $ ( 97,336 )

Cash and cash equivalents:

Cash and cash equivalents—beginning of period $ 64,437 $ 167,904 $ 265,240

Net (decrease) increase in cash and cash equivalents ( 103,467 ) ( 97,336 ) 262,572

Net increase (decrease) in cash and cash equivalents 18,340 ( 103,467 ) ( 97,336 )

Cash and cash equivalents—end of period $ 82,777 $ 64,437 $ 167,904

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Balance, December 31, 2022 202,403 $ 20 $ 329,218 $ ( 22,438 ) $ — $ — $ — $ 306,800

Net loss prior to the Business Combination — — — — — ( 56,500 ) — ( 56,500 )

Net loss post Business Combination — — — ( 22,438 ) — — — ( 22,438 )

Net loss — — — ( 109,550 ) — — — ( 109,550 )

Other comprehensive loss, net of tax — — — — 17 — — 17

Net contribution from H-D prior to the Business Combination — — — — — 79,922 — 79,922

Issuance of common stock to

H-D upon separation and reclassification of Net Parent company investment, including separation adjustments 161,000 16 48,360 — 9 ( 43,202 ) — 5,183

Issuance of common stock to ABIC public and sponsor stockholders 11,403 1 429 — — — — 430

Issuance of common stock upon H-D PIPE & Backstop 20,000 2 179,865 — — — — 179,867

Issuance of common stock upon KYMCO PIPE 10,000 1 99,999 — — — — 100,000

Share-based compensation 672 — 8,926 — — — — 8,926

Shareholder warrants exercised 135 — 1,639 — — — — 1,639

Repurchase of common stock — — — — — — ( 1,969 ) ( 1,969 )

Balance, December 31, 2023 203,210 20 339,783 ( 131,988 ) 17 — ( 1,969 ) 205,863

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Share-based compensation 577 — 4,626 — — — 4,626

Shareholder warrants exercised 135 — 1,639 — — — — 1,639

Repurchase of common stock — — — — — — ( 1,444 ) ( 1,444 )

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Share-based compensation 690 — 4,939 — — — 4,939

Issuance of common stock in at-the-market public offering, net of issuance cost of $ 72 thousand

448 — 2,141 — — — — 2,141

Repurchase of common stock — — — — — — ( 1,024 ) ( 1,024 )

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Description of Business and Basis of Presentation

LiveWire Group, Inc., a Delaware corporation, and its consolidated subsidiaries are referred to in these consolidated financial statements and notes as “we,” “our,” “us,” the “Company,” or “LiveWire.” The Company designs and sells electric motorcycles and electric balance bikes for kids with related electric motorcycle parts, accessories, and apparel.

LiveWire Group, Inc., a Delaware corporation, and its consolidated subsidiaries are referred to in these consolidated financial statements and notes as “we,” “our,” “us,” the “Company,” or “LiveWire.” The Company designs and sells electric motorcycles, electric balance bikes, and electric bikes with related parts, accessories, and apparel.

The Company operates in two segments:

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(d) immediately following the Merger, H-D caused all of the membership interests of Legacy LiveWire (“Legacy LiveWire Equity” ) held by ElectricSoul, LLC (the “Legacy LiveWire Equityholder”), a Delaware limited liability company and a subsidiary of H-D, to be contributed to LiveWire in exchange for 161,000,000 shares of Common Stock and the right to receive up to an additional 12,500,000 shares of Common Stock in the future (the “Earn-Out Shares”, and the transactions contemplated by this clause (d), collectively, the “Exchange”), and as a result of the Exchange, Legacy LiveWire became a direct, wholly owned subsi diary of LiveWire;

(e) immediately following the consummation of the Exchange, LiveWire contributed 100 % of the outstanding equity interests of Legacy LiveWire to Domesticated ABIC (clauses (a) through (e) collectively, the “Business Combination”).

and (e) immediately following the consummation of the Exchange, LiveWire contributed 100 % of the outstanding equity interests of Legacy LiveWire to Domesticated ABIC (clauses (a) through (e) collectively, the “Business Combination”).

Holders of 36,597,112 of ABIC’s Class A Ordinary Shares sold in its initial public offering (the “Initial Shares”) properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from ABIC’s initial public offering, calculated as of two business days prior to the consummation of the Business Combination, which was approximately $ 10.06 per share, or $ 368.1 million in the aggregate.

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Additionally, H-D was reimbursed for $ 20.1 million of transaction costs and advisory fees incurred through a reduction of the proceeds provided.

After giving effect to the Business Combination, the redemption of Initial Shares as described above, the issuance of the H-D Backstop Shares and the consummation of the PIPE Investments, there were 202,402,888 shares of Common Stock issued and outstanding.

In summary, the Business Combination resulted in net proceeds of approximately $ 293.7 million, which included:

i) $ 100 million PIPE investment from H-D;

ii) $ 100 million PIPE investment from KYMCO Group;

iii) ABIC’s remaining cash held in trust account and operating cash in aggregate of $ 13.8 million (net of the SPAC share redemption amount of $ 368.1 million and payment of transaction costs incurred by ABIC of $ 20.6 million);

and iv) the $ 100 million H-D Backstop Amount pursuant to the terms of the Business Combination Agreement and as a result of public shareholders exercising their redemption rights with respect to 36,597,112 shares of ABIC Class A common stock for $ 368.1 million in the aggregate, at a redemption price of approximately $ 10.06 per share.

These proceeds were net of $ 20.1 million of transaction costs and advisory fees incurred by H-D.

After giving effect to the business combination, the redemption of ABIC Class A common stock as described above, the issuance of the H-D Backstop Shares and the consummation of the PIPE Investments, were 202,402,888 shares of Common Stock issued and outstanding as of the closing date.

The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination.

See further detail in Note 10, Warrant Liabilities.

As discussed above, in connection with the Business Combination, H-D has the right to receive up to an additional 12,500,000 shares of the Company's Common stock as Earn-Out Shares upon the occurrence of certain triggering events:

(i) a one-time issuance of 6,250,000 Earn Out Shares if the volume-weighted average price (“VWAP”) of Common Stock is greater than or equal to $ 14.00 over any 20 trading days within any 30 consecutive trading day period;

and (ii) a one-time issuance of 6,250,000 Earn Out Shares if the VWAP of Common Stock is greater than or equal to $ 18.00 over any 20 trading days within any 30 consecutive trading-day period ((i) and (ii) each, a “Triggering Event”), in each case, during a period beginning 18 months from the Closing Date and expiring five years thereafter (the “Earn Out Period”).

Additionally, if there is a change of control of the Company prior to the expiration of the Earn Out Period that will result in the holders of Common Stock receiving a price per share equal to or in excess of the applicable share price of LiveWire in connection with a Triggering Event, then immediately prior to the consummation of such change of control, any Triggering Event that has not occurred will be deemed to have occurred, LiveWire will issue the applicable Earn Out Shares to H-D and H-D will be eligible to participate in such change of control.

The Business Combination was accounted for as a reverse recapitalization.

See Note 4, Business Combination, for more information.

Throughout the notes to the consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy LiveWire and its subsidiaries prior to the consummation of the Business Combination, and LiveWire and its subsidiaries after the consummation of the Business Combination.

References to ABIC refer to the SPAC entity prior to consummation of the Business Combination.

Operating results for the periods presented prior to the consummation of the Business Combination represent those of Legacy LiveWire.

Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes.

The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded resulting from the Business Combination.

The Company's reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations.

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Electric Motorcycles are sold at wholesale to a network of independent dealers and at retail through a Company-owned dealership and through online sales.

Prior to November 5, 2024, the Company’s products were sold at retail through selection international partners primarily in Europe.

The STACYC segment primarily focuses on the designing and selling of electric balance bike for kids, and related parts and accessories.

Prior to November 5, 2024, the Company’s products were sold at retail through selected international partners primarily in Europe.

The STACYC segment primarily focuses on the designing and selling of electric balance bikes, electric bikes, and related parts and accessories.

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

On August 18, 2025, the Company filed an automatic shelf registration statement on Form S-3 (the “2025 Shelf Registration Statement”) with the SEC registering $ 100.0 million of its common stock, which the SEC declared effective on August 21, 2025.

A Prospectus Supplement, inclusive of the 2025 Shelf Registration, was filed and became effective on August 22, 2025 under registration No.

The Prospectus Supplement allows the Company to sell, from time to time and at its discretion, common stock having an aggregate offering price of up to $ 50.0 million pursuant to the Company’s At-The-Market Issuance Sales Agreement (“Sales Agreement”), dated as of August 22, 2025, with Mizuho Securities, Inc.

(“Mizuho”), as sales agent, under an at-the-market offering program (“ATM Program”).

The Sales Agreement stipulates that the Company will pay Mizuho a commission of up to 3.0 % of the gross offering proceeds of any shares of common stock sold to or through Mizuho pursuant to the Sales Agreement.

The Company is required to repay up to $ 10.0 million of the amount borrowed under the Amended and Restated Delayed Draw Term Loan Agreement (the “Term Loan”) from net proceeds from sales of common stock issued under the ATM Program as described in Note 15.

The Company intends to use the remainder of the net proceeds from sales of common stock issued under the ATM Program for general corporate purposes, including working capital and capital expenditures, potential future investments.

The timing of any sales and the number of shares sold will depend on a variety of factors to be determined and considered by the Company.

The Company is not obligated to sell any shares under the Sales Agreement.

There were 448,171 shares of common stock sold under the ATM Program in the year ended December 31, 2025 for an aggregate offering price of $ 2,213 thousand.

Total offering costs and commissions related to the ATM Program for the year ended December 31, 2025 were $ 454 thousand, of which $ 72 thousand were offset against Additional-paid-in-capital.

The remaining $ 382 thousand of unamortized issuance costs related to the ATM Program are included in Other current assets on the consolidated balance sheet and will be offset against Additional paid-in-capital on a ratable basis as additional proceeds are received under the ATM Program.

Additionally, there were $ 86 thousand in expenses associated with maintaining the ATM Program included in Selling, administrative and engineering on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2025.

At December 31, 2025, $ 47.8 million in capacity remained available under the ATM Program.

Basis of Presentation

On September 26, 2022, the Company consummated the Separation and Business Combination and became a standalone publicly traded company, and its financial statements are now presented on a consolidated basis.

Prior to the Separation and Business Combination on September 26, 2022, the Company's historical combined financial statements were prepared on a standalone carve-out basis and were derived from H-D's consolidated financial statements and accounting records.

The financial statements for all periods presented, including historical periods prior to September 26, 2022, are now referred to as “consolidated financial statements”, and have been prepared in accordance with accounting principles generally accepted in the U.S.

(“GAAP”) and pursuant to the rules and regulations of the U.S.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.

(“GAAP”) on the going concern basis of accounting and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

Periods prior to the Separation

Prior to the Separation, the Company’s financial information is presented as consolidated carve-out financial information using the historical results of operations and the historical bases of assets and liabilities of H-D, Legacy LiveWire's parent company.

Intercompany transactions within the Company have been eliminated in preparing the consolidated financial statements.

Management of the Company believes assumptions underlying the historical consolidated financial statements are reasonable.

However, the consolidated financial statements may not be indicative of the consolidated financial position, results of operations, and cash flows of the Company in the future or if it had operated independently from H-D.

Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, primarily including technology support, marketing, finance, engineering, usage of shared assets, and other general corporate and administrative costs, such as treasury, human resources, and others.

The Company also may incur additional costs associated with being a standalone, publicly listed company that were not included in the expense allocations and, therefore, may result in additional costs that are not reflected in the historical results of operations, financial position, and cash flows.

Principal assumptions underlying the consolidated financial statements for periods prior to the Separation include:

• The consolidated statements of operations and comprehensive loss include all revenues and costs directly attributable to the Company as well as an allocation of expenses from H-D related to shared manufacturing costs;

engineering expenses, selling expenses, general and administrative expenses, marketing expenses, employee-related expenses, charges for use of shared assets, and other expenses related to H-D’s corporate functions that provide support to the Company.

H-D allocated these costs to the Company using methodologies that management believes are appropriate and reasonable.

Costs are generally attributed based on specific identification, legal obligation, or in another manner that best reflects the nature of how the expense is incurred, such as gross revenue, wholesale motorcycle shipments, standard cost, production units, and other allocation methods as deemed appropriate.

• The Consolidated balance sheets include the attribution of certain assets and liabilities that have historically been held at the corporate level by H-D, but which are specifically identifiable or attributable to the Company.

H-D’s cash management and financing activities are centralized.

Accordingly, no cash has been attributed to the Consolidated financial statements, except for certain cash accounts legally held by entities included in the Consolidated financial statements.

• Net Parent company investment in the consolidated statements of shareholders' equity and the consolidated balance sheets represents the accumulation of the Company’s net loss over time and the net effect of transactions with and allocations from H-D.

• Transactions between H-D and the Company are generally considered to be effectively settled in cash at the time the transaction is recorded except for the Notes payable to related party and Accounts receivable from related party (see disclosure in Note 16, Related Party Transactions).

The net effect of the settlement of transactions with H-D is reflected in the consolidated statements of cash flows as a financing activity and in the consolidated balance sheets as “Net Parent company investment.”

As of December 31, 2025, the Company had a cash balance of $ 82.8 million.

As discussed above, the Company initiated an ATM Program on August 22, 2025, which allows the Company to sell, from time to time and at its discretion, common stock having an aggregate offering price of up to $ 50.0 million.

Through December 31, 2025, the Company raised net proceeds of $ 1.7 million under this program.

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 in Note 15, 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 possible financing vehicles.

Summary of Significant Accounting Policies

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Monetary assets and liabilities denominated in a currency that is different from an entity's functional currency are remeasured from the transactional currency to the entity's functional currency on a monthly basis.

The aggregate transaction losses resulting from foreign currency remeasurements was $ 206 thousand, $ 97 thousand, and $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively.

The aggregate transaction gains and losses resulting from foreign currency remeasurements was $ 321 thousand gain, $ 206 thousand loss, and $ 97 thousand loss for the years ended December 31, 2025, 2024 and 2023, respectively.

Use of Estimates – The preparation of financial statements in conformity with U.S.

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The Company limits its credit risk with respect to cash by maintaining cash and cash equivalents with high quality financial institutions.

At times, the Company’s cash and cash

equivalents may exceed federally insured limits.

At times, the Company’s cash and cash equivalents may exceed federally insured limits.

We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral.

At December 31, 2023, 56.2 % of our net accounts receivable balance was due from the KTM customer group, driven by sales through the STACYC segment.

No other single customer or customer group represented 10% or greater of net accounts receivable at December 31, 2024 and 2023.

Accounts Receivable, net – Accounts receivable primarily relate to sales of electric balance bikes to independent dealers and independent distributors, electric motorcycle sales to non-H-D dealers in the United States, and electric motorcycle sales in Europe, and are presented in Accounts receivable, net on the consolidated balance sheets.

No single customer or customer group represented 10% or greater of net accounts receivable at December 31, 2025 and 2024.

Accounts Receivable, net – Accounts receivable primarily relate to sales of electric balance bikes and electric bikes to independent dealers and independent distributors, electric motorcycle sales to non-H-D dealers in the United States, and electric motorcycle sales in Europe, and are presented in Accounts receivable, net on the consolidated balance sheets.

Payment terms from these customers range from 30 days to 364 days.

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Accounts receivable related to these sales are recorded in Accounts receivable from related party on the consolidated balance sheets.

The allowance for doubtful accounts deducted from total accounts receivable was $ 302 thousand and $ 140 thousand as of December 31, 2024 and 2023, respectively.

The Company’s evaluation of the allowance for doubtful accounts includes a review to identify non-performing accounts which are evaluated individually.

The provision for expected credit losses deducted from total accounts receivable was $ 214 thousand and $ 302 thousand as of December 31, 2025 and 2024, respectively.

The Company’s evaluation of the provision for expected credit losses includes a review to identify non-performing accounts which are evaluated individually.

The remaining accounts receivable balances are evaluated in the aggregate based on an aging analysis.

The allowance for doubtful accounts is based on factors including past loss experience, the value of collateral, and if applicable, reasonable and supportable economic forecasts.

The provision for expected credit losses is based on factors including past loss experience, the value of collateral, and if applicable, reasonable and supportable economic forecasts.

Accounts receivables are written down once management determines that the specific customer does not have the ability to repay the balance in full.

Inventories, net – Total inventories are valued at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method for electric motorcycles and related products and average costing method for electric balance bikes.

The Company’s determination of net realizable value considers the impact of sales incentives and excess and obsolete inventory based upon an assessment of historical trends, current market conditions and forecasted product demand.

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Implementation costs incurred during the application development stage are capitalized and amortized over the term of the hosting arrangement on a straight-line basis.

The Company capitalized $ 45 thousand, $ 1,312 thousand, and $ 4,930 thousand of costs during the years ended December 31, 2024, 2023, and 2022, respectively, to implement cloud computing arrangements.

The Company capitalized zero , $ 45 thousand, and $ 1,312 thousand of costs during the years ended December 31, 2025, 2024, and 2023, respectively, to implement cloud computing arrangements.

Capitalized cloud computing arrangement costs are included within Other long-term assets on the consolidated balance sheets.

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Impairment of Long-Lived Assets – The Company periodically evaluates the carrying value of long-lived assets, which consist of property, plant and equipment, intangible assets, and cloud computing arrangements, to be held and used when events and circumstances indicate the carrying amount may not be recoverable.

Such events and circumstances include significant

decreases in the market price for similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs.

Such events and circumstances include significant decreases in the market price for similar assets, significant adverse changes to the extent and manner in which the asset is used, an adverse change in legal factors or business climate, an accumulation of costs that exceed the estimated cost to acquire or develop a similar asset, and continuing losses that exceed forecasted costs.

When the carrying value of a long-lived asset is not recoverable based on the existence of one or more of the above indicators, recoverability is determined by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate.

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Research and Development Expenses – Expenditures for research activities relating to product development are charged against income as incurred.

Research and development expenses were $ 41,742 thousand, $ 54,070 thousand and $ 35,612 thousand for 2024, 2023 and 2022, respectively, and presented within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss.

Research and development expenses were $ 23,894 thousand, $ 41,742 thousand and $ 54,070 thousand for the years ended December 31, 2025, 2024 and 2023, respectively, and presented within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss.

Advertising Costs – The Company expenses the production cost of advertising the first time the advertising takes place within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss.

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Income Taxes – LiveWire’s income taxes as presented are calculated on a separate tax return basis.

LiveWire’s operations have historically been and continue to be included in H-D’s U.S.

federal and state tax returns or non-U.S.

jurisdictions tax returns.

LiveWire’s U.S.

operations have historically been and continue to be included in H-D’s U.S.

federal and state tax returns.

LiveWire’s non-U.S.

entities file corporate income tax returns in their respective jurisdictions.

LiveWire accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC740”).

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Accounting Standards Adopted in 2025

In November 2023, FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07).

ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses.

The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis:

(i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment's profit or loss and assets currently required under Topic 280 in interim periods, (iv)

clarify that if the chief operating decision maker uses more than one measure of a segment's profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment.

The new guidance was effective for the fiscal years beginning after December 15, 2023.

The Company adopted this guidance as of December 31, 2024, which resulted in enhanced quantitative and qualitative disclosures provided in Note 17 Reportable Segments and Geographic Information related to the items described above.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No.

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Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) provide additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign.

The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign.

ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences.

The new guidance is effective for the fiscal years beginning after December 15, 2024.

adoption is permitted.

The Company is still evaluating the impact ASU 2023-09 will have on the Company's consolidated financial statement disclosures.

The Company adopted this guidance as of January 1, 2025, which resulted in additional disclosures in Note 5 Income Taxes related to the items described above.

The guidance will be applied prospectively.

Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

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The Company is still evaluating the impact ASU 2024-03 will have on the Company's consolidated financial statement disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to reduce complexity related to estimating expected credit losses for current accounts receivable and current contract asset balances accounted for under Topic 606.

The main provisions of ASU 2025-05 provide (i) a practical expedient that allows all entities to assume that conditions as of the balance sheet date will not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses accounted for under Topic 606 and (ii) an accounting policy election available to entities other than public business entities which allows such entities that elect the practical expedient to consider collection activity after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

The new guidance is effective for the fiscal years beginning after December 15, 2025.

Early adoption is permitted in both interim and annual reporting periods.

If elected, the amendments in ASU 2025-05 should be applied prospectively.

The adoption of ASU 2025-05 is not expected to have a material impact on the consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for internal-use software costs.

The main provisions of ASU 2025-06 remove all references to prescriptive and sequential software development stages and require capitalization of software costs when both (i) management has authorized and committed to funding the software project and (ii) it is probable the project will be completed and the software will be used to perform the function intended (the “probable-to-complete recognition threshold”).

In evaluating the probable-to-complete recognition threshold, consideration is given to whether there is significant uncertainty associated with the development activities of the software (“significant development uncertainty”).

Significant development uncertainty considers whether (i) the software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, that have not been resolved through coding and testing and (ii) a determination has been made regarding what the software needs to do (for example, functions or features), including whether the software’s significant performance requirements have been identified or are being substantially revised.

The new guidance is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods.

Early adoption is permitted at the beginning of an annual reporting period.

Entities may apply the guidance using one of three transition approaches:

prospective, modified, or retrospective.

The prospective approach applies the new guidance to software costs incurred from the adoption date forward.

The modified approach also applies prospectively but requires derecognition of certain in-process project costs through a cumulative-effect adjustment to retained earnings.

The retrospective approach involves restating prior periods and adjusting retained earnings at the beginning of the first period presented.

The Company is still evaluating the impact ASU 2025-06 will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which is intended to improve the navigability of the required interim disclosures and clarify when the guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods.

The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The Board does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements, which were determined by prior Boards when the disclosure requirements were initially issued.

Rather, the objective of the amendments is to provide clarity on the current interim reporting requirements.

The new guidance is effective for the fiscal years beginning after December 15, 2027.

Early adoption is permitted in both interim and annual reporting periods.

If elected, the amendments in ASU 2025-11 may be applied prospectively or retrospectively.

The Company is still evaluating the impact ASU 2025-06 will have on its consolidated financial statements and related disclosures.

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or service to a customer.

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$ 6,064 $ 8,381 $ 11,548

Electric balance bikes $ 14,043 $ 22,865 $ 29,669

Electric balance bikes and electric bikes $ 15,808 $ 14,043 $ 22,865

Parts, accessories and apparel 3,800 4,209 3,610

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Total Revenue, net $ 25,672 $ 26,633 $ 38,023

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 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.

In March 2025, STACYC launched an adult pedal assist electric bike (“electric bike”) that can operate with or without a battery.

Currently, the electric bike is only sold with batteries and revenue related to both performance obligations is recognized when control is transferred to the customer, as discussed above.

S2 electric motorcycles, being motorcycles produced from LiveWire’s S2 platform using the Arrow Architecture model, 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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Variable consideration related to sales incentives and rights to return is adjusted at the earliest of when the amount of consideration the Company expects to receive changes, or the consideration becomes fixed.

During 2024, the Company revised its retail partner strategy in the Electric Motorcycles segment and introduced new incentives with its retail partners.

As a result of incentives, for the year ended December 31, 2024, the Company recorded $ 848 thousand of adjustments for variable consideration related to previously recognized sales.

Adjustments for variable consideration related to previously recognized sales was no t material for the years ended December 31, 2023 and 2022.

The Company offers the right to return eligible parts and accessories and apparel, electric balance bikes, and, in limited circumstances, on electric motorcycles.

During the first quarter of 2024, the Company revised its retail partner strategy in the Electric Motorcycles segment and introduced new incentives with its retail partners.

During the third quarter of 2024, the Company introduced additional incentives.

As a result of the incentives in 2024, for the year ended December 31, 2024, the Company recorded $ 848 thousand of adjustments for variable consideration related to previously recognized sale.

Adjustments for variable consideration related to previously recognized sales was not material for the year ended December 31, 2023.

In July 2025, the Company announced a new retail partner incentive program effective through December 31, 2025.

In August 2025, the Company announced the “Twist & Go Promotion” offering temporary incentives from August 28, 2025 to October 31, 2025 on S2 electric motorcycles.

In late October 2025, the Company approved and subsequently announced the extension of the Twist & Go Promotion through December 15, 2025.

As a result of these incentives in 2025, for the year ended December 31, 2025, the Company recorded $ 987 thousand of adjustments for variable consideration related to previously recognized sales.

The Company offers the right to return eligible parts and accessories and apparel, electric balance bikes, electric bikes, and, in limited circumstances, on electric motorcycles.

The Company estimates returns based on an analysis of historical trends and probability of returns and records revenue on the initial sale only in the amount that it expects to be entitled.

The remaining consideration is deferred in a refund liability account.

The refund liability is remeasured for changes in the estimate at each reporting date with a corresponding adjustment to revenue.

The refund liability is remeasured for changes in estimate at each reporting date with a corresponding adjustment to revenue.

The Company records a refund asset at the carrying amount of the goods at the time of sale, less any expected costs to recover the goods and any expected reduction in value as a reduction to Cost of goods sold.

This amount is monitored and adjusted for any change in value as necessary.

This amount is monitored and adjusted for any impairment as necessary.

The refund asset of $ 298 thousand and $ 377 thousand were included in Other current assets as of December 31, 2025 and 2024, respectively, and $ 326 thousand and $ 154 thousand of the refund liability were included in Accrued liabilities as of December 31, 2025 and 2024, respectively, in the Company’s consolidated balance sheets.

The remainder of the refund liability of $ 252 thousand and $ 275 thousand were recorded as an offset to Accounts Receivable from related party as of December 31, 2024 and 2023, respectively, in the Company’s consolidated balance sheets, as these amounts will be repaid to HDFS.

The remainder of the refund liability as of December 31, 2024 of $ 252 thousand was recorded as an offset to Accounts payable to related party, in the Company’s consolidated balance sheets, as this amount was repaid to Harley-Davidson Financial Services (“HDFS”), a wholly-owned subsidiary of H-D.

Shipping and handling costs associated with freight after control of a product has transferred to a customer are accounted for as fulfillment costs in Cost of goods sold.

The Company accrues for the shipping and handling in the same period that the related revenue is recognized.

The Company offers standard, limited warranties on its electric motorcycles, electric balance bikes, and parts and accessories.

The Company offers standard, limited warranties on its electric motorcycles, electric balance bikes, electric bikes, and parts and accessories.

These warranties provide assurance that the product will function as expected and are not separate performance obligations.

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Contract Liabilities

The Company maintains certain contract liability balances related to payments received at contract inception in advance of the Company’s performance under the contract that generally relates to customer deposits for electric balance bikes and electric motorcycles and consideration received upon transfer of control of the S2 motorcycles for FOTA software updates.

The Company maintains certain contract liability balances related to payments received at contract inception in advance of the Company’s performance under the contract that generally relates to customer deposits for electric balance bikes, electric bikes, and electric motorcycles and consideration received upon transfer of control of the S2 motorcycles for FOTA software updates.

Contract liabilities are recognized as revenue once the Company performs under the contract.

The current portion of contract liabilities of $ 662 thousand and $ 174 thousand were included in Accrued liabilities and the long-term portion of contract liabilities of $ 410 thousand and $ 393 thousand were included in Other long-term liabilities in the Company's consolidated balance sheets as of December 31, 2025 and December 31, 2024, respectively.

The Company expects to recognize $ 174 thousand included in Accrued Liabilities over of the next twelve months.

The Company expects to recognize $ 410 thousand included in Other long-term liabilities over the next five years .

Previously deferred revenue recognized as revenue in 2025 and 2024 was $ 122 thousand and $ 125 thousand, respectively.

Business Combination

As discussed in Note 1, Description of Business and Basis of Presentation, the Company completed the Business Combination on September 26, 2022.

The Business Combination was accounted for as a reverse recapitalization, in accordance with GAAP.

Under this method of accounting, ABIC was treated as the acquired company for financial reporting purposes.

The net assets of ABIC were stated at carrying value, with no goodwill or other intangible assets recorded resulting from the Business Combination.

Operations prior to the Business Combination are those of Legacy LiveWire.

Legacy LiveWire was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• Legacy LiveWire’s majority shareholder, the Legacy LiveWire Equityholder, has the largest voting interest in the combined company

• Legacy LiveWire’s executive management makes up the majority of the management of the combined company;

• Legacy LiveWire’s majority shareholder, the Legacy LiveWire Equityholder, has the ability to designate the majority of the initial LiveWire Board and subsequent decisions on the LiveWire Board will be based on shareholder vote, of which the Legacy LiveWire Equityholder has the largest voting interest;

• the combined company assumed the name “LiveWire Group Inc.”;

• Legacy LiveWire is the larger entity based on revenue.

Additionally, Legacy LiveWire has a larger employee base and substantive operations.

The Business Combination resulted in net proceeds of approximately $ 293.7 million, which included:

i) $ 100 million PIPE investment from H-D;

ii) $ 100 million PIPE investment from KYMCO, iii) ABIC’s remaining cash held in trust account and operating cash in aggregate of $ 13.8 million (net of the SPAC share redemption amount of $ 368.1 million and payment of transaction costs incurred by ABIC of $ 20.6 million);

These proceeds were net of $ 20.1 million of transaction costs and advisory fees incurred by H-D.

The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination.

See further detail in Note 10, Warrant Liabilities.

As discussed in Note 1, Description of Business and Basis of Presentation, in connection with the Business Combination, H-D has the right to receive up to an additional 12,500,000 shares of the Company's Common stock as Earn-Out Shares upon the occurrence of certain triggering events:

in each case, during a period beginning 18 months from the Closing Date and expiring five years thereafter (the “Earn Out Period”).

The total number of shares of the Company’s common stock outstanding immediately following the Business Combination was comprised as follows:

ABIC public shares, prior to redemptions 40,000,000

redemption of ABIC public shares ( 36,597,112 )

LiveWire public stockholders 3,402,888

Legacy LiveWire Equityholder (1)

H-D PIPE investment 10,000,000

H-D Backstop investment 10,000,000

KYMCO PIPE investment 10,000,000

ABIC sponsor stockholders (2)

Total shares outstanding at close 202,402,888

(1) Excludes 12,500,000 Common Stock in estimated potential earn out shares as the price threshold for each tranche has not yet been triggered.

(2) Shares presented are net of 2,000,000 Sponsor forfeited shares and includes 25,000 shares of Common Stock held by John Replogle and 25,000 shares of Common Stock held by George Serafeim, each in his individual capacity.

In connection with the Business Combination, H-D incurred transaction fees and other costs considered direct and incremental, consisting of legal, accounting, financial advisory and other professional fees.

These amounts were reimbursed by the Company as a reduction of the proceeds received and are deducted from the Company’s additional paid-in capital.

The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows for the year ended December 31, 2022 and the consolidated statement of shareholders’ equity for the year ended December 31, 2022 (in thousands):

September 26, 2022

Cash - ABIC trust and cash, net of redemptions and ABIC transaction costs (1)

Cash - Legacy LiveWire Equityholder PIPE Investment 100,000

Cash - KYMCO PIPE Investment 100,000

Cash - H-D Backstop 100,000

transaction costs and advisory fees incurred by H-D ( 20,132 )

Net cash proceeds from Business Combination 293,717

Non-cash fair value of Public Warrants and Private Placement Warrants ( 13,420 )

Net equity infusion from Business Combination $ 280,297

(1) Proceeds from ABIC consisted of the $ 34,230 thousand of cash in the ABIC trust account and $ 240 thousand of cash in an ABIC operating bank account, less $ 20,621 thousand of ABIC transaction costs.

On September 26, 2022, prior to the consummation of the Business Combination, the Company consummated the Separation subject to the terms of the Separation Agreement.

As a result, certain assets and liabilities were retained and settled by H-D and did not transfer to the Company.

As of September 25, 2022, the value of assets and liabilities and related tax effects to be retained by H-D at Separation was $ 8,192 thousand and $ 13,375 thousand, respectively.

Adjustments for transfers and separations are reflected in the Company's consolidated financial statements for the year ended December 31, 2022 and were comprised of the retention of assets and liabilities by H-D including Accounts receivable, net of $ 339 thousand, Inventories, net of $ 7,576 thousand, Other current assets of $ 205 thousand, Deferred tax assets of $ 72 thousand, Accounts payable of $ 4,427 thousand, Accrued liabilities of $ 5,184 thousand, Deferred tax liabilities of $ 46 thousand, Long-term supplier liability of

$ 3,435 thousand and Other long-term liabilities of $ 283 thousand.

The net balance of separation-related adjustments of $ 5,183 thousand was transferred to Additional paid-in capital prior to the consummation of the Business Combination, as represented in the consolidated statements of shareholders’ equity.

The most significant assets retained by the Parent included materials that relate to the manufacture of LiveWire One electric motorcycles.

The most significant liabilities retained and settled by the Parent included employee liabilities related to service rendered prior to the closing of the business combination, accounts payable outstanding for amounts owed to suppliers to manufacture electric motorcycles, a supplier liability for an excess firm purchase commitment, and certain warranty liabilities associated with the Harley-Davidson branded LiveWire motorcycle.

The income tax provision (benefit) has been calculated using the separate return method, which is meant to reflect how taxes would have been recorded, had the Company filed its own tax return.

The income tax provision (benefit) for the years ended December 31, consists of the following (in thousands):

Share-Based Awards

LiveWire Share-Based Awards

Our long-term incentive plans provide for the grant of various forms of share-based awards to our directors, officers and other eligible employees under which our Board of Directors may grant to employees share-based awards including restricted stock units and performance share units.

A maximum of 29,293,509 shares were authorized for awards under the long-term incentive plans.

The Company recognizes the cost of its share-based awards in the consolidated statements of operations and comprehensive loss.

The cost of each share-based equity award is based on the grant date fair value and the cost of each share-based cash-settled award is based on the settlement date fair value.

Share-based award expense is recognized on a straight-line basis over the service or performance periods of each separately vesting tranche within the awards.

Forfeitures are recognized as incurred.

The expense recognized reflects the number of awards that are ultimately expected to vest based on the service and, if applicable, performance requirements of each award.

Total compensation expense related to LiveWire share-based awards was $ 4,951 thousand, $ 4,519 thousand, and $ 9,378 thousand for the years ended December 31, 2025, 2024, and 2023, respectively.

See separate discussion below related to historical H-D Share-Based Awards for description of awards and related expense.

Restricted Stock Units - Settled in Stock and Cash

Certain directors, executive officers and other eligible employees have been granted time-based restricted stock units (the “Time-Based RSUs”) and performance-based restricted stock units (the “Performance RSUs,” collectively with the Time-Based RSUs, the “RSUs”).

The Time-Based RSUs generally vest ratably over a three-year period, starting on the anniversary date of the grant.

Time-Based RSUs for directors vest over a one -year period.

The Company recognized $ 5,578 thousand, $ 5,588 thousand and $ 7,305 thousand for the years ended December 31, 2025, 2024, and 2023, respectively, in share-based compensation expense related to the Time-Based RSUs.

During the year ended December 31, 2022, the Company granted Performance RSUs to certain executive officers and other eligible employees that vested at the end of a three-year performance period on December 2, 2025 contingent on the achievement of certain total shareholder return performance (“TSR”) targets during the performance period.

The grant date fair value of the Performance RSUs was estimated using a Monte-Carlo simulation.

On December 2, 2025, based on the actual TSR performance against the targets, 5,050 shares vested and 46,476 shares were forfeited.

The Company recognized a reduction in expense of $ 627 thousand and $ 1,069 thousand for the years ended December 31, 2025 and 2024, respectively, and recognized $ 2,073 thousand of share-based compensation expense for the year ended December 31, 2023 for the Performance RSUs.

The reduction in expense in the years ended December 31, 2025 and 2024 is a result of the impact of forfeitures of $ 967 thousand and $ 2,150 thousand, respectively, related to employees who terminated during the years.

There were no Performance RSUs granted in the years ended December 31, 2025 and 2024.

Restricted Stock Units - Settled in Stock – The fair value of the Time-Based RSUs settled in stock is determined based on the market price of the Company’s stock on the grant date.

The Performance RSUs settled in stock granted in 2022 contain TSR market conditions.

The Company estimated the fair value of the TSR component using a Monte Carlo simulation.

Expected volatility is calculated using the historical volatility of public companies similar to LiveWire Group, Inc.

The risk-free rate for periods within the contractual life of the grant is based on the U.S.

Treasury rates at the time of grant.

Assumptions used to calculate the grant date fair value of the performance shares granted during 2022 were as follows:

December 2022

Expected volatility 76.76 %

Risk-free interest rate 3.89 %

The activity for these awards for the year ended December 31, 2025 was as follows (in thousands, expect for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 1,205 172 1,377 $ 8.39

Granted 2,755 — 2,755 $ 2.14

Vested ( 676 ) ( 5 ) ( 681 ) $ 7.27

Forfeited ( 606 ) ( 167 ) ( 773 ) $ 4.83

Nonvested, end of period 2,678 — 2,678 $ 3.28

The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, expect for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 1,992 625 2,617 $ 7.56

Granted 912 — 912 $ 8.59

Vested ( 687 ) — ( 687 ) $ 7.64

Forfeited ( 1,012 ) ( 453 ) ( 1,465 ) $ 8.08

Nonvested, end of period 1,205 172 1,377 $ 8.39

The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, expect for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 1,870 625 2,495 $ 7.34

Granted 1,080 — 1,080 $ 8.17

Vested ( 697 ) — ( 697 ) $ 6.91

Forfeited ( 261 ) — ( 261 ) $ 6.98

Nonvested, end of period 1,992 625 2,617 $ 7.56

As of December 31, 2025, there was $ 5,301 thousand of unrecognized compensation cost related to RSUs settled in stock that is expected to be recognized over a weighted-average period of 1.69 years.

Restricted Stock Units - Settled in Cash – The current portion of Time-Based RSUs and Performance RSUs settled in cash are recorded in Accrued liabilities and the long-term portion is recorded in Other long-term liabilities in the consolidated balance sheets until vested.

The fair value is determined based on the market price of the Company’s stock and is remeasured at each balance sheet date.

The activity for these awards for the year ended December 31, 2025 was as follows (in thousands, except for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 19 — 19 $ 7.61

Granted — — — $ —

Vested ( 8 ) — ( 8 ) $ 7.29

Forfeited ( 7 ) — ( 7 ) $ 7.56

Nonvested, end of period 4 — 4 $ 8.39

The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, except for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 71 24 95 $ 7.01

Granted 18 — 18 $ 8.91

Vested ( 18 ) — ( 18 ) $ 7.10

Forfeited ( 52 ) ( 24 ) ( 76 ) $ 7.29

Nonvested, end of period 19 — 19 $ 7.61

The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, expect for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 64 24 88 $ 7.52

Granted 28 — 28 $ 7.31

Vested ( 21 ) — ( 21 ) $ 6.88

Forfeited — — — $ —

Nonvested, end of period 71 24 95 $ 7.01

During the year ended December 31, 2025, there were cash payments of $ 24 thousand related to these awards.

As of December 31, 2025, there was $ 7 thousand of unrecognized compensation cost related to RSUs settled in cash that is expected to be recognized over a weighted-average period of 0.98 years.

Historical H-D Share-Based Awards

Prior to consummation of the Business Combination, certain employees of the Company participated in H-D’s share-based compensation plan under which H-D’s Board of Directors may grant to employees share-based awards, including RSUs and performance shares.

Prior to consummation of the Business Combination, as employees transferred from H-D to the Company, any outstanding share-based awards previously granted have been retained by the employees and have been transferred to the Company.

Share-based compensation included in the consolidated statements of operations and comprehensive loss includes expense attributable to the Company based on the awards and terms previously granted to the Company’s employees.

Total share-based award compensation expense recognized by the Company for the Historical H-D Share-Based Awards for the years ended December 31, 2025, 2024 and 2023 was $ 6 thousand, $ 386 thousand and $ 1,119 thousand, respectively.

During 2022, the Company elected to cancel and convert outstanding RSUs held by 91 of the Company's employees into the right to receive cash payments (each, an “RSU Payment”) on the date which the RSU award would otherwise become vested in accordance with the vesting schedule applied to such award immediately prior to cancellation of the award.

As of December 31, 2025 and 2024, the accrued liability for the cash awards was $ 36 thousand and $ 271 thousand, respectively.

Each RSU Payment is a liability-classified award, which will (i) be in amount equal to (x) the number of shares of H-D's common stock subject to such RSU award that would have otherwise become vested on the applicable RSU vesting date in accordance with the applicable RSU vesting schedule, multiplied by (y) the closing trading price of a share of H-D's common stock on such RSU vesting date and (ii) be paid to the applicable employee of the Company on or within 30 days following the applicable RSU vesting date, subject to and conditioned upon such employee's continued employment or service as applicable, to the Company through the applicable vesting date.

The activity for these awards for the year ended December 31, 2025 was as follows (in thousands, except for per share amounts):

Shares & Units Weighted-Average Fair Value Per Share

Nonvested, beginning of period 12 $ 42

Awards transferred to cash payment — $ —

Granted — $ —

Vested ( 9 ) $ 42

Forfeited — $ —

Nonvested, end of period 3 $ 40

During the year ended December 31, 2025, there were $ 241 thousand of cash payments related to these awards.

As of December 31, 2025, there was $ 56 thousand of unrecognized compensation cost related to liability-classified awards that is expected to be recognized over a weighted-average period of 0.92 years.

The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, except for per share amounts):

Shares & Units Weighted-Average Fair Value Per Share

Nonvested, beginning of period 28 $ 37

Awards transferred to cash payment 19 $ 41

Granted — $ —

Vested ( 29 ) $ 40

Forfeited ( 6 ) $ 43

Nonvested, end of period 12 $ 42

The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, except for per share amounts):

Shares & Units Weighted-Average Fair Value Per Share

Nonvested, beginning of period 73 $ —

Granted — $ —

Vested ( 40 ) $ 38

Forfeited ( 5 ) $ 36

Nonvested, end of period 28 $ 37

The total income tax benefit associated with share-based compensation recorded in the Company's consolidated statements of operations and comprehensive loss was $ 1,686 thousand, $ 1,062 thousand, and $ 2,201 thousand before valuation allowance impact for the years ended December 31, 2025, 2024, and 2023, respectively.

Treasury Stock

The Company retained $ 1,024 thousand, or 252 thousand shares of common stock, $ 1,444 thousand, or 184 thousand shares of common stock, and $ 1,969 thousand, or 180 thousand shares of common stock, to satisfy withholding taxes in connection with the vesting of restricted stock units during the years ended December 31, 2025, 2024, and 2023, respectively.

These retained shares were recorded at cost as Treasury Stock.

The income tax provision has been calculated using the separate return method, which is meant to reflect how taxes would have been recorded, had the Company filed its own tax return.

The income tax provision for the years ended December 31, consists of the following (in thousands):

2025 2024 2023

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Federal $ 32 $ 26 $ 78

State 5 — ( 4 )

Foreign ( 4 ) ( 9 ) ( 4 )

Deferred income tax provision (benefit) 22 74 ( 99 )

Total income tax provision (benefit) $ 43 $ 78 $ ( 33 )

Deferred income tax provision 32 22 74

Total income tax provision $ 189 $ 43 $ 78

The components of loss before income taxes for the years ended December 31, were as follows (in thousands):

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Loss before income taxes $ ( 74,925 ) $ ( 93,882 ) $ ( 109,472 )

The reconciliation of the provision (benefit) for income taxes at the U.S.

federal statutory income tax rate of 21% to the Company’s income tax provision (benefit) for the years ended December 31, is shown below (in thousands):

2024 2023 2022

The table below provides the updated requirements of ASU 2023-09 for 2025.

See Note 2, Summary of Significant Accounting Policies — Accounting Standards Adopted in 2025 for additional details on the adoption of ASU 2023-09.

The Company has adopted the ASU on a prospective basis.

Income tax provision differs from the amount that would be provided by applying the statutory U.S.

corporate income tax rate for the year ended December 31, 2025 due to the following items (in thousands):

Amount Percentage

United States Statutory Tax Rate $ ( 15,734 ) 21.00 %

State and Local Income Taxes, Net of Federal Income Tax Effect 4 ( 0.01 %)

Foreign Tax Effects 17 ( 0.02 %)

Tax Credits ( 488 ) 0.65 %

Changes in Valuation Allowances 313 ( 0.42 %)

Nontaxable or Nondeductible items 965 ( 1.29 %)

Other Adjustments

Unbenefited losses and credits 15,638 ( 20.87 %)

Other ( 526 ) 0.70 %

Effective Tax Rate $ 189 ( 0.25 %)

During the year ended December 31, 2025, state taxes in California, Minnesota, New York and Wisconsin made up the majority of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

Benefit at statutory rate $ ( 19,715 ) $ ( 22,989 )

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Other ( 132 ) ( 314 )

Income tax provision (benefit) $ 43 $ 78 $ ( 33 )

Income tax provision $ 43 $ 78

The Company generated operating losses in each of the years presented.

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The difference between the benefit at the statutory rate and the income tax provision (benefit) related to these valuation allowances is reflected in the table above as valuation allowance.

The Company’s Non-US entities generated both income tax and operating losses for a net income tax provision of $ 12 thousand and $ 7 thousand for the years ended December 31, 2024 and 2023, respectively.

The Company’s non-US entities generated both income tax and operating losses for a net income tax provision of $ 153 thousand, $ 12 thousand, and $ 7 thousand for the years ended December 31, 2025, 2024, and 2023, respectively.

Non-US operating losses cannot be utilized by H-D, therefore a deferred tax asset was recorded.

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The Company recognizes interest and penalties related to unrecognized tax benefits in the income tax (benefit) provision.

Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):

Unrecognized tax benefits, beginning of period $ — $ 162

Decrease in unrecognized tax benefits for tax positions take in prior period — ( 162 )

Unrecognized tax benefits, end of period $ — $ —

There were no unrecognized tax benefits as of December 31, 2024 and 2023 that, if recognized, would affect the effective tax rate due to the NOL and valuation allowance positions.

There was zero interest and penalties associated with unrecognized tax benefits recognized in the consolidated statements of operations and comprehensive loss during 2024, 2023, and 2022.

There were zero gross interest and penalties associated with unrecognized tax benefits recognized in the consolidated balance sheets at December 31, 2024 and 2023, respectively, due to the NOL and valuation allowance positions.

The Company made $ 7 thousand in income tax payments for the year ended December 31, 2024.

The Company did not make any income tax payments for the years ended December 31, 2023 and 2022.

There were no unrecognized tax benefits as of December 31, 2025 and 2024.

The Company made $ 14 thousand in foreign income tax payments for the year ended December 31, 2025.

The Company made $ 7 thousand in foreign income tax payments for the year ended December 31, 2024 and did not make any income tax payments for the year ended December 31, 2023.

LiveWire and its subsidiaries are currently members of H-D’s consolidated, combined, unitary and other similar groups for federal, state and local income tax purposes.

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The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share .

Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding.

Basic EPS is computed by dividing net loss available to common shareholders by the weighted-average number of shares of common stock outstanding.

Diluted EPS is computed using the weighted-average number of shares of common stock, plus the effect of potentially dilutive securities.

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(1) Earnings per share amounts are calculated discretely and, therefore, may not add up to the total due to rounding.

Prior to the Business Combination date, the Company did not have any issued and outstanding common stock or any common share equivalents.

Accordingly, prior to the consummation of the Business Combination, the weighted average-shares deemed outstanding was calculated based on the 161,000,000 shares of Common Stock distributed to H-D in exchange for the membership interests of Legacy LiveWire.

At the time of the Business Combination, additional shares of Common Stock were issued, which are reflected in the weighted-average shares outstanding as of December 31, 2024, 2023, and 2022.

Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including unvested restricted stock units (“RSUs”), unvested performance share units (“PSUs”), and Warrants (as defined in Note 10, Warrant Liabilities).

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For the years ended December 31, 2025, 2024, and 2023, 2,679 thousand, 1,377 thousand, and 2,617 thousand employee stock compensation plan awards, respectively, were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive.

For the years ended December 31, 2024, 2023, and 2022, 30,365 thousand, 30,365 thousand, and 30,500 thousand warrants, respectively, were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive.

For the years ended December 31, 2025, 2024, and 2023, 30,365 thousand warrants were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive.

Additionally, the Company has not included the impact of the Earn-Out Shares, discussed in Note 1, Description of Business and Basis of Presentation, in the calculation of EPS as the triggering events have not occurred.

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Raw materials and work in process $ 49 $ —

Electric motorcycles and electric balance bikes 24,862 28,205

Electric motorcycles, electric balance bikes, and electric bikes 14,167 24,862

Parts and accessories and apparel 1,039 2,080

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$ 59,599 $ 59,084

Accumulated depreciation ( 25,072 ) ( 17,122 )

Accumulated depreciation and amortization ( 32,043 ) ( 25,072 )

Property, plant and equipment, net $ 27,556 $ 34,012

Depreciation was $ 8,794 thousand, $ 4,531 thousand and $ 3,939 thousand for the years ending December 31, 2024, 2023 and 2022, respectively.

Depreciation and amortization expense for property, plant and equipment was $ 8,882 thousand, $ 8,794 thousand and $ 4,531 thousand for the years ending December 31, 2025, 2024 and 2023, respectively.

Software, net of accumulated amortization, included in Property, plant and equipment, net, was $ 11,258 thousand and $ 12,072 thousand as of December 31, 2025 and 2024, respectively.

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Accrued liabilities $ 12,362 $ 17,960

(1) For the year ended December 31, 2024, included in “Other” is an accrual for $ 1,802 thousand for an unfavorable arbitration ruling related to a supplier claim discussed in Note 14.

(1) As of December 31, 2025 and 2024, included in “Other” is an accrual for zero and $ 1,802 thousand, respectively, for an unfavorable arbitration ruling related to a supplier claim discussed in Note 14.

Goodwill and Other Intangible Assets

Goodwill includes the cost of acquired businesses in excess of the fair value of the tangible and other intangible net assets acquired.

The carrying amount of goodwill was $ 8,327 thousand as of December 31, 2024 and 2023.

The carrying amount of goodwill was $ 8,327 thousand as of December 31, 2025 and 2024, respectively.

Intangible assets, excluding goodwill, consist of trademarks, developer technology, patents, distributor relationships, and non-compete agreements, with estimated useful lives ranging from 5 to 10 years.

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$ 3,580 $ ( 2,776 ) $ 804 $ 3,580 $ ( 2,522 ) $ 1,058

Amortization of intangible assets, net, excluding goodwill, recorded in Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss was $ 289 thousand for the year ended December 31, 2024 and $ 462 thousand for the years ended December 31, 2023 and 2022, respectively.

Amortization of intangible assets, net, excluding goodwill, recorded in Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss was $ 254 thousand, $ 289 thousand and $ 462 thousand for the years ended December 31, 2025, 2024 and 2023, respectively.

Future amortization of the Company's intangible assets as of December 31, 2025 is as follows (in thousands):

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The Company assesses goodwill for impairment annually, or more frequently if events occur that indicate an asset may be impaired.

For goodwill, the reporting units used in assessing impairment is the same as the Company’s two operating segments and reportable segments as described in Note 17, Reportable Segments and Geographic Information.

For goodwill, the reporting units used in assessing impairment are the same as the Company’s two operating segments and reportable segments as described in Note 16, Reportable Segments and Geographic Information.

The Company’s assessment for impairment of goodwill utilized a discounted cash flow analysis and a guideline public company market approach to determine the fair value of the reporting unit for comparison to the corresponding carrying value, and a reconciliation of the Company’s concluded values for each reporting unit to the Company’s market capitalization.

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The Company has operating lease arrangements for real estate.

The Company’s leases have a remaining lease term of one to three years .

The Company’s leases have a remaining lease term of approximately one to four years .

The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

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Future lease payments:

Lease incentive from H-D lease, see Note 15 Related Party Transactions ( 500 )

Present value discount ( 78 )

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The Warrants expire five years from the completion of the Business Combination.

There were 19,865,207 Public Warrants outstanding as of both December 31, 2024 and 2023, and 10,500,000 Private Warrants outstanding as of both December 31, 2024 and 2023.

There were 19,865,207 Public Warrants outstanding as of December 31, 2025 and 2024, and 10,500,000 Private Warrants outstanding as of December 31, 2025 and 2024.

Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $ 11.50 per share.

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If the Private Placement Warrants are held by holders other than AEA-Bridges Impact Sponsor, LLC (the “Sponsor”) or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

During the year ended December 31, 2024, there were no redemptions or exercises of the Public Warrants and no redemptions or exercises of the Private Warrants.

During the year ended December 31, 2023, there were no redemptions and 135 thousand exercises of the Public Warrants and no redemptions or exercises of the Private Warrants.

The Company recognized income of $ 10,770 thousand and expense of $ 4,020 thousand as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss for years ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2025 and 2024, there were no redemptions or exercises of the Public or Private Warrants.

The Company recognized expense of $ 352 thousand and income of $ 10,770 thousand as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss for years ended December 31, 2025 and 2024, respectively.

The Company determined the Public Warrants and Private Placement Warrants do not meet the criteria to be classified in stockholders’ equity and the fair value of the warrants should be classified as a liability.

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The fair value of financial instruments classified as Cash and cash equivalents, Accounts receivable, net, and Accounts payable on the consolidated balance sheets approximate carrying value due to the short-term nature and the relative liquidity of the instruments.

The carrying value of the Term loan - related party, net, approximates the fair value.

Product Warranty and Recall Campaigns

The Company provides a limited warranty on new electric motorcycles for a period of two years , except for the battery which is covered for five years .

The Company also provides limited warranties on parts and accessories and electric balance bikes.

The Company also provides limited warranties on parts and accessories, electric balance bikes, and electric bikes.

The warranty coverage for the retail customer generally begins when the product is sold to the retail customer.

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Balance, end of period $ 2,016 $ 881

The liability for recall campaigns included in the above table was $ 120 thousand and zero as of December 31, 2024 and 2023, respectively.

The liability for recall campaigns included in the above table was $ 29 thousand and $ 120 thousand as of December 31, 2025 and 2024, respectively.

Employee Benefit Plans

1 unchanged sentence

On March 1, 2022, the Company established a LiveWire 401(k) plan for the benefit of the Company's employees.

In connection with the establishment of the LiveWire 401(k) plan, H-D made all employer contributions to its 401(k) plan on behalf of the Company's employees, prorated for the portion of the plan year ending March 1, 2022.

Upon establishment of the LiveWire 401(k) plan, each of the Company's employees then-participating in H-D's 401(k) plan became fully vested in his or her account balance under H-D's 401(k) plan and their account balances under H-D's 401(k) plan were transferred to the LiveWire 401(k) plan.

The Company expensed $ 1,762 thousand, $ 2,230 thousand and $ 2,752 thousand for the years ended December 31, 2025, 2024 and 2023, respectively, related to defined contribution benefits plans contributions.

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The Company believes that its accruals and insurance coverage are adequate and there are no material exposures to loss in excess of amounts accrued and insured for losses related to these matters.

In December 2024, the Company received an unfavorable arbitration ruling related to the resolution of a claim from a supplier.

As a result of the ruling, the Company will pay $ 1,802 thousand to the supplier which is recorded in Accrued liabilities on the consolidated balance sheet as of December 31, 2024.

In December 2024, the Company received an unfavorable arbitration ruling related to the resolution of a claim from a supplier, which was recorded in Accrued liabilities on the consolidated balance sheet as of December 31, 2024.

As a result of the ruling, the Company paid $ 1,802 thousand to the supplier in the year ended December 31, 2025.

The Company recorded $ 1,664 thousand of expense in Cost of Sales in the fourth quarter of 2024 related to this ruling.

Share-Based Awards

LiveWire Share-Based Awards

A maximum of 29,293,509 shares were authorized for awards under the long-term incentive plans.

The Company recognizes the cost of its share-based awards in the consolidated statements of operations and comprehensive loss.

The cost of each share-based equity award is based on the grant date fair value and the cost of each share-based cash-settled award is based on the settlement date fair value.

Share-based award expense is recognized on a straight-line basis over the service or performance periods of each separately vesting tranche within the awards.

Forfeitures are recognized as incurred.

The expense recognized reflects the number of awards that are ultimately expected to vest based on the service and, if applicable, performance requirements of each award.

Total compensation expense related to LiveWire share-based awards was $ 4,519 thousand, $ 9,378 thousand, and $ 579 thousand for the years ended December 31, 2024, 2023, and 2022, respectively.

See separate discussion below related to historical H-D Share-Based Awards for description of awards and related expense.

Restricted Stock Units - Settled in Stock and Cash

The Time-Based RSUs generally vest ratably over a three-year period, starting on the anniversary date of the grant.

Time-Based RSUs for directors vest over a one -year period.

The Company recognized $ 5,588 thousand, $ 7,305 thousand and $ 416 thousand for the years ended December 31, 2024, 2023, and 2022, respectively, in share-based compensation expense related to the Time-Based RSUs.

During the year ended December 31, 2022, the Company granted Performance RSUs to certain executive officers and other eligible employees.

These Performance RSUs awards vest at the end of a three-year performance period contingent on our achievement of certain total shareholder return performance (“TSR”) targets during the performance period.

The grant date fair value of the Performance RSUs was estimated using a Monte-Carlo simulation.

The Company recognized a reduction in expense of $ 1,069 thousand for the year ended December 31, 2024 and recognized $ 2,073 thousand, and $ 163 thousand of share-based compensation expense for the years ended December 31, 2023 and 2022, respectively, for the Performance RSUs.

The reduction in expense in 2024 is a result of the impact of forfeitures in 2024 of $ 2,150 thousand related to employees who terminated during 2024.

There were no Performance RSUs granted in the years ended December 31, 2024 and 2023.

Restricted Stock Units - Settled in Stock – The fair value of the Time-Based RSUs settled in stock is determined based on the market price of the Company’s stock on the grant date.

The Performance RSUs settled in stock granted in 2022 contain TSR market conditions.

The Company estimated the fair value of the TSR component using a Monte Carlo simulation.

Expected volatility is calculated using the historical volatility of public companies similar to LiveWire Group, Inc.

The risk-free rate for periods within the contractual life of the grant is based on the U.S.

Treasury rates at the time of grant.

Assumptions used to calculate the grant date fair value of the performance shares granted during 2022 were as follows:

December 2022

Expected volatility 76.76 %

Risk-free interest rate 3.89 %

The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, expect for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 1,992 625 2,617 $ 7.56

Granted 912 — 912 $ 8.59

Vested ( 687 ) — ( 687 ) $ 7.64

Forfeited ( 1,012 ) ( 453 ) ( 1,465 ) $ 8.08

Nonvested, end of period 1,205 172 1,377 $ 8.39

The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, expect for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 1,870 625 2,495 $ 7.34

Granted 1,080 — 1,080 $ 8.17

Vested ( 697 ) — ( 697 ) $ 6.91

Forfeited ( 261 ) — ( 261 ) $ 6.98

Nonvested, end of period 1,992 625 2,617 $ 7.56

The activity for these awards for the year ended December 31, 2022 was as follows (in thousands, expect for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period — — — $ —

Granted 1,870 625 2,495 $ 7.34

Vested — — — $ —

Forfeited — — — $ —

Nonvested, end of period 1,870 625 2,495 $ 7.34

As of December 31, 2024, there was $ 7,635 thousand of unrecognized compensation cost related to RSUs settled in stock that is expected to be recognized over a weighted-average period of 1.5 years.

The fair value is determined based on the market price of the Company’s stock and is remeasured at each balance sheet date.

The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, except for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 71 24 95 $ 7.01

Granted 18 — 18 $ 8.91

Vested ( 18 ) — ( 18 ) $ 7.10

Forfeited ( 52 ) ( 24 ) ( 76 ) $ 7.29

Nonvested, end of period 19 — 19 $ 7.61

The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, except for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period 64 24 88 $ 7.52

Granted 28 — 28 $ 7.31

Vested ( 21 ) — ( 21 ) $ 6.88

Forfeited — — — $ —

Nonvested, end of period 71 24 95 $ 7.01

The activity for these awards for the year ended December 31, 2022 was as follows (in thousands, expect for per share amounts):

RSUs Performance RSUs Total

RSUs Weighted-Average Grant Date Fair Value Per Share

Nonvested, beginning of period — — — $ —

Granted 64 24 88 $ 7.52

Vested — — — $ —

Forfeited — — — $ —

Nonvested, end of period 64 24 88 $ 7.52

During the year ended December 31, 2024, there were cash payments of $ 149 thousand related to these awards.

As of December 31, 2024, there was $ 80 thousand of unrecognized compensation cost related to RSUs settled in cash that is expected to be recognized over a weighted-average period of 1.3 years.

Historical H-D Share-Based Awards

Total share-based award compensation expense recognized by the Company for the Historical H-D Share-Based Awards for the years ended December 31, 2024, 2023 and 2022 was $ 386 thousand, $ 1,119 thousand and $ 1,694 thousand, respectively.

The cancellation of the equity-classified awards resulted in a reduction to Net Parent company investment and share-based expense of $ 171 thousand.

The conversion to RSU Payments, which are liability-classified awards, resulted in an increase to Accrued liabilities and shared-based award expense of $ 474 thousand.

The incremental compensation cost resulting from the modification of the RSUs was immaterial.

As of December 31, 2024 and 2023, the accrued liability for the cash awards was $ 271 thousand and $ 1,017 thousand, respectively.

The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, except for per share amounts):

Shares & Units Weighted-Average Fair Value Per Share

Nonvested, beginning of period 28 $ 37

Awards transferred to cash payment 19 $ 41

Granted — $ —

Vested ( 29 ) $ 40

Forfeited ( 6 ) $ 43

Nonvested, end of period 12 $ 42

During the year ended December 31, 2024, there were $ 1,086 thousand of cash payments related to these awards.

As of December 31, 2024, there was $ 83 thousand of unrecognized compensation cost related to liability-classified awards that is expected to be recognized over a weighted-average period of 0.4 years.

The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, except for per share amounts):

Shares & Units Weighted-Average Fair Value Per Share

Nonvested, beginning of period 73 $ 38

Granted — $ —

Vested ( 40 ) $ 38

Forfeited ( 5 ) $ 36

Nonvested, end of period 28 $ 37

The activity for these awards for the year ended December 31, 2022 was as follows (in thousands, except for per share amounts):

Shares & Units Weighted-Average Fair Value Per Share

Nonvested, beginning of period — $ —

Awards transferred to cash payment 76 $ 33

Granted 44 $ 43

Vested ( 36 ) $ 36

Forfeited ( 11 ) $ 37

Nonvested, end of period 73 $ 38

The total income tax benefit associated with share-based compensation recorded in the Company's consolidated statements of operations and comprehensive loss was $ 1,062 thousand, $ 2,201 thousand, and $ 670 thousand before valuation allowance impact for the years ended December 31, 2024, 2023, and 2022, respectively.

Treasury Stock

The Company retained $ 1,444 thousand, or 184 thousand shares of common stock, and $ 1,969 thousand, or 180 thousand shares of common stock, to satisfy withholding taxes in connection with the vesting of restricted stock units during the years ended December 31, 2024 and 2023, respectively.

These retained shares were recorded at cost as Treasury Stock.

There were no shares of common stock retained by the Company to satisfy withholding taxes in connection with the vesting of restricted stock units for the year ended December 31, 2022.

Related Party Transactions

In connection with the Business Combination, the Company entered into a number of agreements with H-D to govern the Separation and provide a framework for the relationship between the parties going forward pursuant to which the Company and/or H-D have continuing obligations to each other .

In connection with the Business Combination, the Company entered into a number of agreements with H-D to govern and provide a framework for the relationship between the parties going forward pursuant to which the Company and/or H-D have continuing obligations to each other .

All transactions with H-D subsequent to the Business Combination are considered related party transactions.

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Transactions Associated with Service Agreements with H-D

Cost of goods sold - For the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022 there are $ 19,533 thousand, $ 23,433 thousand, and $ 1,685 thousand respectively, of Cost of goods sold with H-D on the consolidated statements of operations and comprehensive loss.

Of the Costs of goods sold with H-D, $ 19,611 thousand, $ 17,053 thousand, and $ 1,585 thousand are related to purchases, primarily motorcycles, under the terms of the Contract Manufacturing Agreement for the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022, respectively.

Cost of goods sold - For the years ended December 31, 2025, 2024, and 2023, there are $ 10,926 thousand, $ 19,533 thousand, and $ 23,433 thousand respectively, of Cost of goods sold with H-D on the consolidated statements of operations and comprehensive loss.

Of the Costs of goods sold with H-D, $ 11,018 thousand, $ 19,611 thousand, and $ 17,053 thousand are related to purchases, primarily motorcycles, under the terms of the Contract Manufacturing Agreement for the years ended December 31, 2025, 2024, and 2023, respectively.

These purchases of electric motorcycles from H-D are sold to the Company’s customers resulting in Cost of goods sold.

Also included in the total Cost of goods sold with H-D for the years ended December 31, 2024 and 2023 is a reduction in expense of $ 153 thousand and a provision of $ 6,309 thousand, respectively, related to a liability 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.

Selling, administrative and engineering - During the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022 there were $ 10,164 thousand, $ 14,993 thousand, and $ 3,485 thousand respectively, in expenses associated with services rendered in conjunction with the various service agreements with H-D, which are presented within Selling, administrative and engineering on the consolidated statements of operations and comprehensive loss.

Also included in the total Cost of goods sold with H-D for the years ended December 31, 2025, 2024 and 2023 is a reduction in expense of $ 128 thousand, $ 153 thousand, and a provision of $ 6,309 thousand, respectively, related to a liability for excess inventory components held by H-D that the Company is obligated to reimburse H-D under the terms of the Contract Manufacturing Agreement.

Selling, administrative and engineering - During the years ended December 31, 2025, 2024 and 2023, there were $ 5,234 thousand, $ 10,164 thousand, and $ 14,993 thousand, respectively, in expenses associated with services rendered in conjunction with the various service agreements with H-D, which are presented within Selling, administrative and engineering on the consolidated statements of operations and comprehensive loss.

Accounts payable to related party - As of December 31, 2025 and 2024, there is $ 6,716 thousand and $ 9,762 thousand, respectively, due to H-D and presented as Accounts payable to related party on the consolidated balance sheets.

Of the amount outstanding to H-D, as of December 31, 2024 and 2023, $ 2,914 thousand and $ 10,020 thousand, respectively, is associated with inventory purchased under the Contract Manufacturing Agreement, $ 692 thousand and $ 4,042 thousand, respectively, is associated with services under the various service agreements with H-D, and $ 6,156 thousand and $ 6,309 thousand, respectively, is associated with the obligation to reimburse H-D 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.

Of the amount outstanding to H-D, as of December 31, 2025 and 2024, $ 275 thousand and $ 2,914 thousand, respectively, is associated with inventory purchased under the Contract Manufacturing Agreement, $ 361 thousand and $ 692 thousand, respectively, is associated with services under the various service agreements with H-D, and $ 6,080 thousand and $ 6,156 thousand, respectively, is associated with the obligation to reimburse H-D for excess inventory components held by H-D under the terms of the Contract Manufacturing Agreement.

This amount represents the Company’s best estimate of the liability as of each of the balance sheet dates and is subject to adjustment based on final negotiations with H-D regarding amounts owed under the terms of the Contract Manufacturing Agreement.

Financing from Business Combination

The Business Combination resulted in net proceeds of approximately $ 293.7 million from related parties as described in Note 4, Business Combination.

The Business Combination further resulted in adjustments for assets and liabilities, and the related currency translation adjustments, which will remain with H-D in accordance with the separation agreement.

As of the year ended December 31, 2022 the adjustments resulted in a net increase of $ 5,183 thousand to Additional paid-in capital.

For additional information around the Business Combination, refer to Note 4 Business Combination.

Convertible Delayed Draw Term Loan Agreement

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.

Amended and Restated Delayed Draw Term Loan

On February 14, 2024, the Company entered into a Convertible Delayed Draw Term Loan Agreement with H-D providing for term loans from H-D to the Company in one or more advances up to an aggregate principal amount of $ 100 million.

The Convertible Term Loan had a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026.

The Convertible Term Loan contained a provision that provided for H-D to convert amounts outstanding to equity at the Maturity Date if, on the Maturity Date, H-D determined, acting reasonably and in good faith, that the Company does not have the financial wherewithal to repay all amounts outstanding.

The Company did not draw any amounts under the Convertible Term Loan.

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 Delayed Draw 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.

Other Transactions

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As of December 31, 2025 and 2024, there is $ 564 thousand and $ 356 thousand, respectively, due from HDFS and other related receivables due from H-D, which is presented within Accounts receivable from related party on the consolidated balance sheets.

During the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022, the Company recorded $ 96 thousand, $ 113 thousand, and $ 141 thousand, respectively, in related party sales between the Company and H-D with $ 74 thousand, $ 71 thousand, and $ 100 thousand, respectively, in Cost of goods sold.

All sales were for the STACYC segment which sells electric balance bikes to H-D.

During the years ended December 31, 2025, 2024, and 2023, the Company recorded $ 51 thousand, $ 96 thousand, and $ 113 thousand, respectively, in related party sales between the Company and H-D with $ 36 thousand, $ 74 thousand, and $ 71 thousand, respectively, in Cost of goods sold.

All sales were for the STACYC segment which sells electric balance bikes and electric bikes to H-D.

As of December 31, 2025 and 2024, there was $ 21 thousand and $ 43 thousand, respectively, due from H-D, which is presented within Accounts receivable from related party on the consolidated balance sheets.

On September 26, 2022, the Company entered into a lease agreement with H-D to sublease a Product Development Center.

The Company provided notice to H-D to terminate this lease effective February 28, 2025.

On August 28, 2023, the Company amended a lease agreement with H-D for office space to extend the term of the lease to a 12 -month period, which expired on September 26, 2024 and is now renewed on a month-to-month basis.

The lease was terminated effective February 28, 2025.

On August 28, 2023, the Company amended a lease agreement with H-D for office space to extend the term of the lease to a 12-month period, which expired on September 26, 2024 and was then renewed on a month-to-month basis and terminated effective January 31, 2025.

On September 4, 2024, the Company entered into a lease agreement with H-D to sublease office space in California, which expires on October 31, 2027.

These are classified as operating leases.

As of December 31, 2024, the right of use assets included within Lease assets, short-term lease liabilities included within Current portion of lease liabilities, and long-term lease liabilities included within Long-term portion of lease liabilities in the consolidated balance sheets were $ 82 thousand, $ 43 thousand, and $ 40 thousand, respectively.

As of December 31, 2023, the right of use asset included within Lease assets, short-term lease liability included within Current portion of lease liabilities, and long-term lease liability included within Long-term portion of lease liabilities in the consolidated balance sheets were $ 274 thousand, $ 162 thousand, and $ 112 thousand, respectively.

In addition, the Company incurred $ 177 thousand, $ 176 thousand, and $ 45 thousand respectively, in rent expense during the years ended December 31, 2024, 2023, and the period subsequent to the Business Combination in 2022, which is included within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss.

In conjunction with the relocation of LiveWire Labs from California, announced in 2024, the Company moved its equipment from LiveWire Labs to an H-D location in Milwaukee, Wisconsin in September 2024.

During the fourth quarter of 2024, the Company began occupying a portion of the space in the H-D location, including operating certain of its equipment, and using a portion for office space.

As of December 31, 2024, the Company and H-D were finalizing the terms of a lease for space in this as building.

The Company and H-D finalized negotiations and executed a lease agreement related to this space on January 30, 2025.

The Company will record an ROU asset and ROU liability of approximately $ 500 thousand in the first quarter of 2025, which has been reduced for a $ 500 thousand lease incentive to be provided from H-D for tenant improvements.

The initial term of the

agreement is 60 months with a renewal option for another 60 months.

The Company recorded an ROU asset and ROU liability of $ 488 thousand and $ 456 thousand, respectively, in the first quarter of 2025, which were reduced for a $ 500 thousand lease incentive to be provided from H-D for tenant improvements.

The initial term of the agreement is 60 months with a renewal option for another 60 months.

As of the current date, the Company does not believe it is reasonably certain of exercising the renewal option and, therefore, the lease term is 60 months.

Prior to the Separation, the Company did not operate as a standalone business and the consolidated financial statements were derived from the consolidated financial statements and accounting records of H-D.

Allocation of Expenses and Related Party Activity Prior to the Separation

Prior to the Business Combination, certain costs were allocated to the Company and are reflected as expenses in the consolidated statements of operations and comprehensive loss.

The Company considers the allocation methodologies used to be reasonable, such that the allocations appropriately reflected H-D’s historical expenses attributable to the Company for purposes of the consolidated financial statements.

However, the expenses reflected in the consolidated financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had historically operated as a standalone independent entity.

Manufacturing cost of goods sold

The Company’s electric motorcycles are produced in manufacturing facilities shared with H-D.

Certain costs of goods sold for shared facilities and shared manufacturing of $ 3,402 thousand for the period prior to the Business Combination in the year ended December 31, 2022 were specifically identified or allocated, mainly based on standard cost of production.

Operating expense allocation

H-D provided technology support, marketing, engineering, shared assets, finance, and other corporate and administrative services such as treasury, human resources, and legal, to the Company.

These expenses of $ 2,702 thousand, in the year ended December 31, 2022 subsequent to Business Combination in the year ended December 31, 2022, have been allocated to the Company and are included in Selling, administrative and engineering expense in the consolidated statements of operations and comprehensive loss, where direct assignment of costs incurred by H-D was not possible or practical.

These costs were allocated using related drivers associated with the nature of the business, such as gross revenue and wholesale motorcycle shipments.

As a result, the allocations of these costs fluctuated based on changes in these drivers.

Other cost allocation metrics, such as headcount and square footage, were not deemed appropriate given the Company’s reliance on facilities and personnel that are shared with H-D.

Cash management and financing

Prior to the Business Combination, the Company’s treasury function maintained by H-D utilized a centralized approach to cash management and the financing of its operations.

Under this centralized cash management approach, H-D provided funds to the Company.

Cash transfers from H-D related to services and funding for operations provided by H-D were $ 59,051 thousand for the nine months ended September 25, 2022.

Net contributions from H-D are included within Net Parent company investment in the consolidated statements of shareholders' equity.

For the 9 months ended

Net contribution from H-D reconciliation to transfers from H-D September 25, 2022

Net contribution from H-D $ 79,922

Settlement of notes payable to related party and accrued interest ( 21,610 )

Transfer of assets to H-D 568

Stock compensation expense 171

Transfers from H-D per cash flow statement $ 59,051

During the year ended December 31, 2022, the Company borrowed $ 15,333 thousand under the lines of credit agreements prior to their final settlement on June 24, 2022.

Pursuant to the Separation Agreement, H-D elected to settle all notes payable to related party outstanding as of June 24, 2022, including accrued interest, through capital contribution and without any cash being exchanged between the Company and H-D.

The settlement included the principal amount and accrued interest of $ 20,766 thousand and $ 844 thousand, respectively.

The capital contribution to settle the notes payable and accrued interest increased the Net Parent company investment on the consolidated balance sheets.

This lease was amended effective September 26, 2025 to move the location of the office space and extend the timing of the lease incentive from 2025 to 2026 resulting in an increase to the current lease liability of $ 203 thousand and a decrease to long-term lease liability of $ 184 thousand.

These leases are classified as operating leases.

As of December 31, 2025, the right of use assets included within Lease assets, short-term lease liabilities included within Current portion of lease liabilities, and long-term lease liabilities included within Long-term portion of lease liabilities in the consolidated balance sheets were $ 437 thousand, $ 206 thousand, and $ 131 thousand, respectively.

As of December 31, 2024, the right of use asset included within Lease assets, short-term lease liability included within Current portion of lease liabilities, and long-term lease liability included within Long-term portion of lease liabilities in the consolidated balance sheets were $ 82 thousand, $ 43 thousand, and $ 40 thousand, respectively.

In addition, the Company incurred $ 261 thousand, $ 177 thousand, and $ 176 thousand, respectively, in rent expense during the years ended December 31, 2025, 2024, and 2023, which is included within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss.

Reportable Segments and Geographic Information

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Prior to November 5, 2024, the Company’s products were sold at retail through select international partners primarily in Europe.

The STACYC segment consists of the business activities related to the design and sales of the STACYC brand of electric balance bikes for kids.

The STACYC segment also sells electric balance bike parts, accessories and apparel.

STACYC products are sold in the U.S., Canada, Australia and Europe.

The STACYC segment consists of the business activities related to the design and sales of the STACYC brand of electric balance bikes for kids and an adult pedal assist electric bike that was introduced in March 2025.

The STACYC segment also sells related parts, accessories, and apparel.

STACYC products are sold in the U.S., Canada, Australia, Europe, and other international markets.

The STACYC segment products are sold through independent retail partners in the U.S.

and Canada, including powersports dealers, H-D dealers, bicycle retailers and direct to customers online.

In Australia and Europe, STACYC sells its products through independent distributors and direct to customers online in Europe.

and Europe, including powersports dealers, H-D dealers, bicycle retailers and direct to customers online.

In Canada, Australia and Europe, STACYC sells its products through independent distributors.

Selected segment information is set forth below for the years ended December 31, (in thousands):

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Operating loss $ ( 73,831 ) $ ( 105,500 ) $ ( 116,611 )

Electric balance bikes, parts and accessories and apparel revenue, net 18,252 26,475 32,834

Electric balance bikes and electric bikes, parts and accessories and apparel revenue, net 19,608 18,252 26,475

Cost of goods sold 12,047 12,398 16,498

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Consolidated operating loss ( 75,484 ) ( 110,356 ) ( 115,989 )

Other income, net — — 235

Interest expense, related party ( 255 ) — —

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These costs are all included in Selling, administrative and engineering expense.

Additional segment information is set forth below as of December 31, (in thousands):

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Capital expenditures $ 13,453 $ 9 $ 13,462

Customer Information - For the year ended December 31, 2024, no single customer or customer group represented 10% or greater of net accounts receivable.

For the years ended December 31, 2023 and 2022, LiveWire generated more than 10% of its consolidated sales from the KTM customer group.

T hese sales amounted to 31 %, and 33 % for the years ended 2023 and 2022, respectively, and were included in the STACYC segment.

Customer Information - For the year ended December 31, 2025 and 2024, no single customer or customer group represented 10% or greater of consolidated revenue, net.

For the year ended December 31, 2023, LiveWire generated more than 10% of its consolidated sales from the KTM customer group.

T hese sales amounted to 31 % for the year ended December 31, 2023 and were included in the STACYC segment.

Geographic Information – Included in the consolidated financial statements are the following amounts relating to geographic locations for the years ended December 31, (in thousands):

2025 2024 2023

Revenue, net (1) :

United States $ 21,413 $ 30,457 $ 36,256

Austria 1,055 4,585 4,975

Other countries 4,165 2,981 5,602

$ 26,633 $ 38,023 $ 46,833

Long-lived assets (1) :

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$ 27,556 $ 34,012 $ 37,682

(1) Revenue is attributed to geographic regions based on location of customer.

(1) Long-lived assets include all long-term assets except those specifically excluded under ASC Topic 280, Segment Reporting , such as deferred income taxes.

2025 2024 2023

Revenue, net (1) :

United States 19,054 21,413 30,457

Austria 457 1,055 4,585

Other 6,161 4,165 2,981

Total $ 25,672 $ 26,633 $ 38,023

(1) Revenue is attributed to geographic regions based on location of customer.

Restructuring

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Additionally, the Company incurred $ 709 thousand of expenses for the year ended December 31, 2024 related to employee relocation and equipment move costs in conjunction with these actions, which was recorded within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss in the Electric Motorcycles segment.

As of December 31, 2024, there is $ 304 thousand remaining to be paid related to this reorganization.

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

As of December 31, 2025, there are no amounts remaining to be paid related to this reorganization.

There are no other amounts expected to be incurred under this plan and all costs associated with this plan were recognized in the prior year.

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 (“September 2024 reorganization”), including consolidating each of these functions under singular leadership and other headcount reductions.

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Of this amount, $ 776 thousand related to one-time employee termination benefits recorded pursuant to ASC 420, and the remainder was related to existing contractual arrangements with employees recorded pursuant to ASC 712.

As of December 31, 2024, there is $ 371 thousand remaining to be paid related to this reorganization.

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

As of December 31, 2025, there are no amounts remaining to be paid related to this reorganization.

There are no other amounts expected to be incurred under this plan and all costs associated with this plan were recognized in the prior year.

The Company recognized a 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 during 2024 resulting from the above actions.

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Balance at December 31, 2024 $ 663 $ 12 $ 675

Reserve Established:

April 2024 Plan — — —

September 2024 reorganization — — —

Total Reserve Established 663 12 675

April 2024 Plan ( 292 ) ( 12 ) ( 304 )

September 2024 reorganization ( 371 ) — ( 371 )

Total Payments ( 663 ) ( 12 ) ( 675 )

Balance at December 31, 2025 $ — $ — $ —

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data