Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Limitations on effectiveness of controls and procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
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. GAAP. 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.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13(a)-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”). Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s evaluation under the framework in Internal Control – Integrated Framework, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
Attestation Report of Independent Registered Public Accounting Firm
This Form 10-K does not include an attestation report of the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 by the Company's registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter ended 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
During the three months ended December 31, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our current executive officers as of the date of this Annual Report are as follows:
Name Age* Position
Executive Officers:
Karim Donnez 49 Chief Executive Officer
Jennifer Hoover 49 Head Accounting Officer
Ryan Ragland 50 Head of Product Development & Design
Allen Gerrard 53 General Counsel & Board Secretary
Jon Bekefy 49 Head of Global Sales & Marketing
*As of February 20, 2026
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Executive Officers
Karim Donnez is Chief Executive Officer of LiveWire. Mr. 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, 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. Mr. 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. Ms. Hoover has served as Head Accounting Officer of LiveWire since July 2025. Prior to this, Ms. 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. Ms. Hoover is a CPA licensed in the State of Michigan. Ms. 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. In 2016, Mr. Ragland co-founded StaCyc which introduced the first electric balance bike and transformed how young riders experience motorcycling. Upon StaCyc being acquired by Harley-Davidson in 2019, Mr. Ragland continued in a leadership role as CEO and Chief of Brand and Product of StaCyc. Mr. Ragland previously worked as a Principal Engineer at Rev.1 Engineering where he contributed to medical device advancements. Mr. Ragland also held several titles at KTM North America, Inc., where he managed R&D programs and advanced product testing strategies. Mr. Ragland holds a Bachelor of Science degree in Mechanical Engineering from San Diego State University.
Allen Gerrard is our General Counsel and Board Secretary. Mr. Gerrard joined LiveWire from Harley-Davidson (“H-D”) where he was most recently Assistant General Counsel, Products & Strategy and Assistant Secretary. Mr. Gerrard held several legal leadership roles at H-D providing guidance to H-D’s leadership team since 2017. Prior to joining H-D, Mr. Gerrard held various legal positions at PepsiCo, Inc., GE Healthcare and Fiserv, Inc. Mr. Gerrard holds a J.D. from Pace University Elizabeth Haub School of Law in White Plains, N.Y. and a B.A. in Political Science from the University of Colorado Boulder.
Jon Bekefy is our Head of Marketing and Digital. Prior to joining LiveWire, Mr. Bekefy served as the GM of Brand Marketing for Harley-Davidson from 2019-2021. Prior to Harley-Davidson, Mr. Bekefy was instrumental in electric vehicle start-ups at Alta Motors from 2015-2017 serving in marketing leadership, and at Mission Motors from 2013 to 2015. Jon Holds a B.A. from the University of Delaware.
Family Relationships
There are no family relationships between any of LiveWire’s executive officers and directors.
Code of Ethics
We have adopted a written code of business conduct and ethics, which applies to all of our directors, officers and employees, including our principal executive officer, our principal financial officer, our principal accounting officer, and other persons performing similar finance functions. Our Code of Business Conduct and Ethics is available on our website www.livewire.com in the “Governance & Leadership” section under “Governance Documents.” In addition, we intend to post on our website all disclosures that are required by law or listing rules of the New York Stock Exchange concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.
The other information required by this Item will be included in the Proxy Statement under the caption Board Matters and Corporate Governance and is incorporated by reference herein. The information on beneficial ownership reporting compliance will be contained under the caption Delinquent Section 16(a) Reports in the Proxy Statement and is incorporated by reference herein.
Item 11. Executive Compensation
The information required by this Item will be included in the Proxy Statement under the captions Executive Compensation and is incorporated by reference herein.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be included in the Proxy Statement under the caption Common Stock Ownership of Certain Beneficial Owners and Management and is incorporated by reference herein.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in the Company's Proxy Statement under the captions Certain Transactions and Relationships and Board Matters and Corporate Governance and are incorporated by reference herein.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be included in the Company's Proxy Statement under the caption Independent Registered Public Accounting Firm and is incorporated by reference herein.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Form 10-K:
(1) Financial Statements under Item 8. Consolidated Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
74
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
75
Consolidated statements of operations and comprehensive loss for the years ended December 31, 2025, 2024, and 2023
76
Consolidated balance sheets at December 31, 2025 and 2024
77
Consolidated statements of cash flows for the years ended December 31, 2025, 2024, and 2023
78
Consolidated statements of shareholders’ equity for the years ended December 31, 2025, 2024, and 2023
79
Notes to Consolidated financial statements
80
(2) Financial Statement Schedule
Schedule II – Valuation and qualifying accounts
117
(3) Exhibits
118
Reference is made to the separate Index to Exhibits contained on the following pages filed herewith.
All other schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules.
116
LIVEWIRE GROUP, INC.
SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Years Ended
2025 2024 2023
Accounts receivable - provision for expected credit losses
Balance, beginning of period $ 302 $ 140 $ 211
Provision charged to expense 124 231 52
Reserve adjustments — — —
Write-offs, net of recoveries ( 210 ) ( 69 ) ( 123 )
Balance, end of period $ 216 $ 302 $ 140
Inventories - allowance for obsolescence
Balance, beginning of period $ 4,661 $ 3,539 $ 1,320
Provision charged to expense 770 1,957 2,219
Reserve adjustments — — —
Write-offs, net of recoveries ( 1,037 ) ( 835 ) —
Balance, end of period $ 4,394 $ 4,661 $ 3,539
Deferred tax assets - valuation allowance
Balance, beginning of period $ 13,248 $ 9,693 $ 8,312
Adjustments 357 3,555 1,381
Balance, end of period $ 13,605 $ 13,248 $ 9,693
117
INDEX TO EXHIBITS
Items 15(a)(3) and 15(c)
Exhibit No. Description Form File No. Filing Date Exhibit Number Filed/Furnished herewith
2.1†
Business Combination Agreement, dated as of December 12, 2021, by and among Harley-Davidson, Inc., AEA-Bridges Impact Corp., LW EV Holdings, Inc., LW EV Merger Sub, Inc. and LiveWire EV, LLC 8-K 001-39584 12/15/2021 2.1
3.1
Amended and Restated Certificate of Incorporation of LiveWire Group, Inc. 8-K 001-41511 9/30/2022 3.1
3.2
Amended and Restated Bylaws of LiveWire Group, Inc. 8-K 001-41511 9/30/2022 3.2
4.1
Warrant Agreement, dated as of October 1, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent 8-K 001-39584 10/7/2020 4.4
4.2
Specimen Warrant Certificate S-1 333-248785 9/14/2020 4.3
4.3
Description of our Securities *
10.1
Form of Indemnification Agreement 8-K 001-41511 9/30/2022 10.1
10.2
Form of Investment Agreement S-4 333-262573 2/7/2022 10.3
10.3
Registration Rights Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and the holders party thereto 8-K 001-41511 9/30/2022 10.3
10.4+
LiveWire Group, Inc. 2022 Incentive Award Plan 8-K 001-41511 9/30/2022 10.4
10.5#
Separation Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. 8-K 001-41511 9/30/2022 10.5
10.6
Tax Matters Agreement, dated September 26, 2022, by and among LiveWire Group, Inc. and Harley-Davidson, Inc. 8-K 001-41511 9/30/2022 10.6
10.7#
Contract Manufacturing Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson Motor Company Group, LLC 8-K 001-41511 9/30/2022 10.7
10.8#
Amended and Restated Master Services Agreement, dated as of December 23, 2024, by and among LiveWire EV, LLC and Harley-Davidson, Inc. 8-K 001-41511 12/26/2024 10.1#
10.9#
Intellectual Property Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. 8-K 001-41511 9/30/2022 10.10
10.10#
Trademark License Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. 8-K 001-41511 9/30/2022 10.11
10.11#
Joint Development Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. 8-K 001-41511 9/30/2022 10.12
10.12+
Employee Matters Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Harley-Davidson, Inc. 8-K 001-41511 9/30/2022 10.13
10.13#
KYMCO Contract Manufacturing Agreement, dated as of September 26, 2022, by and among LiveWire EV, LLC and Kwang Yang Motor Co., Ltd 8-K 001-41511 9/30/2022 10.14
118
INDEX TO EXHIBITS
Items 15(a)(3) and 15(c)
Exhibit No. Description Form File No. Filing Date Exhibit Number Filed/Furnished herewith
10.14
Investor Support Agreement, dated as of December 12, 2021, by and among AEA-Bridges Sponsor LLC, LiveWire EV, LLC, LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), Harley-Davidson, Inc., John Garcia, John Replogle, and George Serafeim S-4 333-262573 5/20/2022 10.16
10.15#
Long Term Collaboration Agreement, dated as of December 12, 2021, by and between LiveWire EV, LLC and Kwang Yang Motor Co., Ltd. S-4 333-262573 2/7/2022 10.7
10.16+
Director Compensation Policy *
10.17+
LiveWire Group, Inc. Non-Employee Director Compensation Policy *
10.18+
Form of Restricted Stock Unit Award Agreement *
10.19+
Form of Restricted Stock Unit Award Agreement – Non-compete *
10.20+
Form of Restricted Stock Unit Award – International *
10.22
LiveWire Group, Inc. Executive Severance Plan 8-K 001-41511 5/10/2023 10.1
10.25
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
19.1
LiveWire Group, Inc. Insider Trading Compliance Policy *
21.1
Listing of LiveWire Group, Inc. Subsidiaries *
23.1
Consent of Independent Registered Public Accounting Firm *
23.2
Consent of Independent Registered Public Accounting Firm *
31.1
Principal Executive Officer Certification pursuant to Rule 13a-14(a) and 15d-14(a) *
31.2
Principal Financial Officer Certification pursuant to Rule 13a-14(a) and 15d-14(a) *
32.1
Written Statement of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. §1350 **
97
LiveWire Group, Inc. Clawback Policy 10-K 001-41511 2/23/2024 97
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *
101.SCH XBRL Taxonomy Extension Schema Document *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF XBRL Taxonomy Extension Definition Linkbase Document *
119
INDEX TO EXHIBITS
Items 15(a)(3) and 15(c)
Exhibit No. Description Form File No. Filing Date Exhibit Number Filed/Furnished herewith
101.LAB XBRL Taxonomy Extension Label Linkbase Document *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *
104 Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101 *
† The annexes, schedules and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, scheduled or exhibit to the SEC upon request.
# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, item 601(b)(10).
* Filed herewith.
** Furnished herewith.
+ Indicates a management contract or compensatory plan, contract or arrangement.
120
Item 16. Form 10-K Summary
Not applicable.
121
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 20, 2026.
LiveWire Group, Inc.
By: /s/ Karim Donnez
Karim Donnez
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.
Name Title
/s/ Karim Donnez Chief Executive Officer
Karim Donnez (Principal Executive Officer)
/s/ Jennifer Hoover Head Accounting Officer
Jennifer Hoover (Principal Financial Officer and Principal Accounting Officer)
/s/ William Cornog Director
William Cornog
/s/ Kjell Gruner Director
Kjell Gruner
/s/ Glen Koval Director
Glen Koval
/s/ Paul Krause Director
Paul Krause
/s/ Hiromichi Mizuno Director
Hiromichi Mizuno
/s/ Bryan Niketh Director
Bryan Niketh
/s/ Jonathan Root Board Chairman
Jonathan Root
122