What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-21 · 33 added, 130 removed, 189 unchanged (46% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15d-15(e) under the Exchange Act).

Our management, with the participation of the Company's Chief Executive Officer (Principle Executive Officer) and Head Accounting Officer (Principal Financial Officer), evaluated, as of the end of the period covered by this Form 10-K, the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15d-15(e) under the Exchange Act).

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

Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective.

Based on that evaluation, the Company's Chief Executive Officer and Head Accounting Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

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Directors, Executive Officers and Corporate Governance

Our current directors and executive officers as of the date of this Annual Report are as follows:

Our current executive officers as of the date of this Annual Report are as follows:

Name Age* Position

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Karim Donnez 49 Chief Executive Officer

Tralisa Maraj 49 Chief Financial Officer

Jennifer Hoover 49 Head Accounting Officer

Ryan Ragland 50 Head of Product Development & Design

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Jon Bekefy 49 Head of Global Sales & Marketing

Non-Employee Directors:

William Cornog 60 Director

John Garcia 68 Director

Kjell Gruner 57 Director

Glen Koval 50 Director

Paul Krause 46 Director

Luke Mansfield 48 Director

Hiromichi Mizuno 59 Director

Jonathan Root 51 Director

Jochen Zeitz 61 Board Chairman

*As of February 20, 2026

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Karim Donnez is Chief Executive Officer of LiveWire.

Donnez joins LiveWire from Bombardier Recreational Products Inc.

Donnez joined LiveWire from Bombardier Recreational Products Inc.

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

Prior to joining BRP, Mr.

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

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

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

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

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

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

Tralisa Maraj is our Chief Financial Officer.

Maraj has served as Chief Financial Officer of LiveWire since summer 2022.

Prior to joining LiveWire, Ms.

Maraj was Chief Financial Officer of CGX Energy Inc.

from January 2012 to November 2021.

Before joining CGX Energy Inc., Ms.

Maraj held the role of Corporate Controller at Remora Energy from October 2009 to October 2011.

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

Donnez started his career at Accenture.

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

Jennifer Hoover is Head Accounting Officer of LiveWire.

Hoover has served as Head Accounting Officer of LiveWire since July 2025.

Prior to this, Ms.

Maraj spent a total of 14 years at PricewaterhouseCoopers from September 1995 to October 2009 with her last position being that of Senior Manager.

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

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

Hoover was the Director of Financial Reporting and Accounting since joining LiveWire in August 2023.

Before joining LiveWire, Ms.

Hoover spent a total of 25 years at PricewaterhouseCoopers from 1998 to 2023 with her last position being that of Director.

Hoover is a CPA licensed in the State of Michigan.

Hoover holds a Bachelor of Arts degree in Accounting from Michigan State University.

Ryan Ragland is our Head of Product Development and Design where he leads innovative product and design strategies.

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

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

Allen Gerrard is our General Counsel & Board Secretary.

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

Allen Gerrard is our General Counsel and Board Secretary.

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

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

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in Political Science from the University of Colorado Boulder.

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

Jon Bekefy is our Head of Marketing and Digital.

Prior to joining LiveWire, Mr.

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from the University of Delaware.

Non-Employee Directors

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

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

In addition to leading Capstone, Mr.

Cornog chaired KKR’s Portfolio Management Committees for the Americas, Europe, Asia, Infrastructure, Impact & Technology Growth and was a member of the Investment & Distribution and Valuation Committees.

Prior to joining KKR, Mr.

Cornog was with Williams Communications Group as the Senior Vice President and General Manager of Network Services.

Prior to that, Mr.

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

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

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

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

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

Cornog earned a B.A.

from Stanford University and an M.B.A.

from Harvard Business School.

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

Garcia joined AEA in 1999 as a Partner.

Garcia became President of AEA Investors LP.

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

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

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

Garcia was also instrumental in the creation of the AEA Private Debt Funds in 2005 and the AEA Small Business Funds in 2004.

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

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

Garcia earned a B.Sc.

from the University of Kent, an M.A.

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

Kjell Gruner has served on the Board since September 2022.

Gruner is currently the President and CEO of the Volkswagen Group of America since December 2024, and served previously as Chief Commercial Officer and President, Business Growth of Rivian from September 2023.

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

Gruner served as the global Chief Marketing Officer of Porsche from September 2010 to October 2020 and as Director of Strategy Mercedes-Benz Cars during his tenure at Daimler AG from 2004 to 2010.

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

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

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

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

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

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

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

Additionally, Mr.

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

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

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

as a separate public company.

Prior to joining Harley-Davidson, Mr.

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

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

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

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

At Harley-Davidson, Mr.

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

Additionally, Mr.

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

Mansfield holds a Master’s Degree in Chemistry from the University of Oxford.

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

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

and Mission Committee Member of Danone S.A.

He is the former Special Envoy of U.N.

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

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

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

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

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

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

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

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

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

Prior to HDFS, Mr.

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

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

Jochen Zeitz is our Chairman of the Board.

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

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

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

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

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

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

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

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

Family Relationships

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Consolidated Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated statements of operations and comprehensive loss for the years ended December 31, 2025, 2024, and 2023

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2025 2024 2023

Accounts receivable - Allowance for doubtful accounts

Accounts receivable - provision for expected credit losses

Balance, beginning of period $ 302 $ 140 $ 211

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Reserve adjustments — — —

— — ( 6,691 )

Write-offs, net of recoveries ( 1,037 ) ( 835 ) —

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Balance, end of period $ 13,605 $ 13,248 $ 9,693

(1) In connection with the Business Combination, the reserve adjustments represent the inventory reserves retained by H-D related to H-D branded electric motorcycles and related products.

See Note 4, Business Combination, for further details.

INDEX TO EXHIBITS

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Form of Restricted Stock Unit Award – International *

Form of Performance Stock Unit Award Agreement *

LiveWire Group, Inc.

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

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

Amended and Restated Delayed Draw Term Loan Agreement dated as of November 9, 2025 between LiveWire EV, LLC, and Harley Davidson, Inc.

10-Q 001-41511 11/10/2025 10.2

LiveWire Group, Inc.

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Consent of Independent Registered Public Accounting Firm *

Chief Executive Officer Certification pursuant to Rule 13a-14(a) *

Chief Financial Officer Certification pursuant to Rule 13a-14(a) *

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

Consent of Independent Registered Public Accounting Firm *

Principal Executive Officer Certification pursuant to Rule 13a-14(a) and 15d-14(a) *

Principal Financial Officer Certification pursuant to Rule 13a-14(a) and 15d-14(a) *

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

LiveWire Group, Inc.

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Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2026.

1 unchanged sentence

Karim Donnez (Principal Executive Officer)

/s/ Tralisa Maraj Chief Financial Officer

Tralisa Maraj (Principal Financial Officer and Principal Accounting Officer)

/s/ Jennifer Hoover Head Accounting Officer

Jennifer Hoover (Principal Financial Officer and Principal Accounting Officer)

/s/ William Cornog Director

William Cornog

/s/ John Garcia Director

/s/ Kjell Gruner Director

1 unchanged sentence

/s/ Paul Krause Director

/s/ Luke Mansfield Director

Luke Mansfield

/s/ Hiromichi Mizuno Director

Hiromichi Mizuno

/s/ Jonathan Root Director

/s/ Bryan Niketh Director

/s/ Jonathan Root Board Chairman

Jonathan Root

/s/ Jochen Zeitz Board Chairman

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

What changed 10-K

Item 9A. Controls and Procedures