UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-41511

LiveWire Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

87-4730333

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

3700 West Juneau Avenue

53208

Milwaukee, Wisconsin

(Address of principal executive offices)

(Zip code)

(650) 447-8424

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	LVWR	New York Stock Exchange
Warrants to purchase common stock	LVWR WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Number of shares of the registrant’s common stock outstanding at ~~August~~November 46, 2025: 203,~~737~~988,~~490~~736 shares

LiveWire Group, Inc.

Form 10-Q

For The Quarter Ended ~~June~~September 30, 2025

Part I	Financial Information	6
Item 1.	Financial Statements	6
	Consolidated Statements of Operations and Comprehensive Loss	6
	Consolidated Balance Sheets	7
	Consolidated Statements of Cash Flows	8
	Consolidated Statements of Shareholders’ Equity	9
	Notes to Consolidated Financial Statements	10
	1. Description of Business and Basis of Presentation	10
	2. New Accounting Standards	1112
	3. Revenue	1213
	4. Income Taxes	1315
	5. Earnings Per Share	1415
	6. Additional Balance Sheet Information	1416
	7. Warrant Liabilities	1516
	8. Fair Value	1618
	9. Product Warranty and Recall Campaigns	1719
	10. Commitments and Contingencies	1819
	11. Related Party Transactions	1820
	12. Reportable Segments and Geographic Information	2122
	13. Restructuring	2425
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2627
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3839
Item 4.	Controls and Procedures	39
Part II	Other Information	3940
Item 1.	Legal Proceedings	3940
Item 1A.	Risk Factors	3940
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4041
Item 3.	Defaults Upon Senior Securities	4041
Item 4.	Mine Safety Disclosures	4042
Item 5.	Other Information	4042
Item 6.	Exhibits	4143
Signatures		4244

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “commits,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report include, but are not limited to statements regarding future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth, plans and objectives relating to the Company’s climate commitment, and the Company’s objectives for future operations.

The forward-looking statements in this Quarterly Report are only predictions. The Company has based these forward-looking statements largely on current expectations and projections about future events and financial trends that the Company believes may affect the Company’s business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the Company’s history of losses and expectation to incur significant expenses and continuing losses for the foreseeable future; risks related to Harley Davidson, Inc. (“H-D”) making decisions for its overall benefit that could negatively impact the Company’s overall business; risks related to the Company’s relationship with H-D and its impact on the Company’s other business relationships; the Company’s future capital requirements and sources and uses of cash; the Company’s ability to obtain funding for its operations and manage costs; risks related to retail partners being unwilling to participate in the Company’s go-to-market business model or its inability to establish or maintain relationships with customers for the Company’s electric vehicles; the Company’s business, expansion plans and opportunities, including its ability to scale its operations and manage its future growth effectively; the effects of competition on the Company’s future business, the pace and depth of electric vehicle adoption generally and its ability to achieve planned competitive advantages with respect to its electric vehicles and products, including with respect to reliability, safety and efficiency; the Company’s ability to execute its business model, including market acceptance of its planned electric vehicles; risks related to the Company’s limited operating history, the rollout of its business and the timing of expected business milestones, including the Company’s ability to develop and sell electric vehicles of sufficient quality and appeal to customers on schedule and on a large scale; the Company’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; changes in the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; the Company’s ability to attract and retain a large number of customers; risks related to challenges the Company faces as a pioneer in the highly-competitive and rapidly-evolving electric vehicle industry; the Company’s ability to leverage contract manufacturers, including H-D and Kwang Yang Motor Co., Ltd., KYMCO Capital Fund I Co., Ltd., SunBright Investment Co., Ltd., CycleLoop Co., Ltd. and Kwang Yang Holdings Limited (collectively, the “KYMCO Group”), to contract manufacture its electric vehicles; risks related to potential delays in the design, manufacture, financing, regulatory approval, launch and delivery of the Company’s electric vehicles; risks related to building out the Company’s supply chain, including the Company’s dependency on its existing suppliers and the Company’s ability to source suppliers, in each case many of which are single-sourced or limited-source suppliers, for its critical components such as batteries and semiconductor chips; our ability to manage and predict the impact that new or adjusted tariffs may have on the Company's ability to sell products domestically and internationally, and the cost of raw materials and components, including tariffs recently imposed or that may be imposed by the U.S. on foreign goods or other tariffs recently imposed or that may be imposed by foreign countries on U.S. goods; the Company’s ability to rely on third-party and public electric vehicle charging networks; the Company’s ability to attract and retain key personnel; risks related to the Company’s business and H-D’s business overlapping and being perceived as competitors; the Company’s inability to maintain a strong relationship with H-D or to resolve favorably any disputes that may arise between the Company and H-D; the Company’s dependency on H-D for a number of services, including services relating to quality and safety testing, and if those service arrangements terminate, it may require significant investment for the Company to build its own safety and testing facilities, or the Company may be required to obtain such services from another third-party at increased costs; risks related to any decision by the Company to electrify H-D products, or the products of any other company; the Company’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; potential harm caused by misappropriation of the Company’s data and compromises in cybersecurity; changes in laws, regulatory requirements, governmental incentives and fuel and energy prices; the impact of health epidemics on the Company’s business, the other risks it face and the actions it may take in response thereto; litigation, regulatory proceedings, complaints, product liability claims and/or adverse judgments; the possibility that the Company may be adversely affected by other economic, business or competitive factors and/or publicity; and; the other important factors discussed in Part II, “Item 1A. Risk Factors” in this Quarterly Report, as well as in Item “1A.

Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The forward-looking statements are made as of the date of the filing of this report and the Company disclaims any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. The forward-looking statements in this Quarterly Report are based upon information available to the Company as of the date of this Quarterly Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the Company’s statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report and the documents that the Company references in this Quarterly Report and have filed as exhibits to this Quarterly Report with the understanding that actual future results, performance and achievements may be materially different from what the Company expects. The Company qualifies all of the forward-looking statements by these cautionary statements. The forward-looking statements in this report speak only as of the date of this Quarterly Report. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.

As used in this Quarterly Report, unless otherwise stated or the context requires otherwise, references to “LiveWire,” the “Company,” “we,” “us,” and “our,” refer to LiveWire Group, Inc. and its consolidated subsidiaries.

PART I

Item 1. Financial Statements

LIVEWIRE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

(Unaudited)

	Three months ended				~~Six~~Nine months ended
	June 30,2025		June 30,2024		June 30,2025		June 30,2024
	September 30,2025		September 30,2024		September 30,2025		September 30,2024
Revenue, net	$	5,~~873~~701	$	64,~~449~~445	$	814,~~616~~317	$	1115,~~427~~872
Costs and expenses:
Cost of goods sold (including related party amounts of $485 and $1,644 for three and six months ended June 30, 2025, respectively, and $4,363 and $9,539 for three and six months ended June 30, 2024, respectively; see Note 11)	5,324		8,231		10,235		17,336
Cost of goods sold (including related party amounts of $4,041 and $5,684 for three and nine months ended September 30, 2025, respectively, and $2,857 and $12,396 for three and nine months ended September 30, 2024, respectively; see Note 11)	8,602		5,965		18,837		23,301
Selling, administrative and engineering expense (including related party amounts of $1,331 and $2,735 for three and six months ended June 30, 2025, respectively, and $2,539 and $5,487 for three and six months ended June 30, 2024, respectively; see Note 11)	18,813		26,383		37,311		52,678
Selling, administrative and engineering expense (including related party amounts of $1,260 and $3,995 for three and nine months ended September 30, 2025, respectively, and $2,756 and $8,241 for three and nine months ended September 30, 2024, respectively; see Note 11)	15,911		25,005		53,222		77,683
Total operating costs and expenses	24,~~137~~513		3430,~~614~~970		4772,~~546~~059		70100,~~014~~984
Operating loss	(18,~~264~~812)		(2826,~~165~~525)		(3857,~~930~~742)		(5885,~~587~~112)
Interest income	~~333~~165		1,~~596~~252		~~837~~1,002		34,~~612~~864
Change in fair value of warrant liabilities	(~~905~~656)		12,~~792~~581		—(656)		69,~~550~~131
Loss before income taxes	(1819,~~836~~303)		(2422,~~777~~692)		(3857,~~093~~396)		(4871,~~425~~117)
Income tax (benefit) provision	(10)		28		4		24
Income tax provision	92		2		96		26
Net loss	(1819,~~826~~395)		(2422,~~805~~694)		(3857,~~097~~492)		(4871,~~449~~143)
Other comprehensive loss:
Foreign currency translation adjustments	(41)		~~(6)~~5		(1920)		(2419)
Comprehensive loss	$	(1819,~~830~~396)	$	(2422,~~811~~689)	$	(3857,~~116~~512)	$	(4871,~~473~~162)
Net loss per share, basic and diluted (Note 5)	$	(0.0910)	$	(0.1211)	$	(0.1928)	$	(0.2435)

The accompanying notes are integral to the consolidated financial statements.

LIVEWIRE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

	(Unaudited)
	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
ASSETS
Current assets:
Cash and cash equivalents	$	2916,~~316~~324	$	64,437
Accounts receivable, net	43,~~336~~501		3,874
Accounts receivable from related party	72		399
Inventories, net	2722,~~608~~865		26,942
Other current assets	3,~~646~~566		2,709
Total current assets	6446,~~913~~258		98,361
Property, plant and equipment, net	3028,~~054~~587		34,012
Goodwill	8,327		8,327
Deferred tax assets	3115		7
Lease assets	~~1,011~~929		765
Intangible assets, net	~~931~~868		1,058
Other long-term assets	4,~~503~~236		5,430
Total assets	$	~~109~~89,~~770~~220	$	147,960
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,~~872~~539	$	1,738
Accounts payable to related party	127,~~617~~485		9,762
Accrued liabilities	1113,~~407~~491		17,960
Current portion of lease liabilities	~~345~~542		394
Total current liabilities	2724,~~241~~057		29,854
Long-term portion of lease liabilities	~~638~~335		405
Deferred tax liabilities	~~145~~141		118
Warrant liabilities	12,~~549~~205		1,549
Other long-term liabilities	~~513~~681		919
Total liabilities	3027,~~086~~419		32,845
Commitments and contingencies (Note 10)
Shareholders' equity:
Preferred Stock, $0.0001 par value; 20,000 shares authorized; no shares issued and outstanding as of June 30, 2025 and December 31, 2024	—		—
Preferred Stock, $0.0001 par value; 20,000 shares authorized; zero issued and outstanding as of September 30, 2025 and December 31, 2024	—		—
Common Stock, $0.0001 par value; 800,000 shares authorized; 204,290 issued and 203,737 outstanding as of June 30, 2025 and 203,787 issued and 203,423 outstanding as of December 31, 2024	20		20
Common Stock, $0.0001 par value; 800,000 shares authorized; 204,541 issued and 203,989 outstanding as of September 30, 2025 and 203,787 issued and 203,423 outstanding as of December 31, 2024	20		20
Treasury Stock, at cost: June 30, 2025 - 553 shares and December 31, 2024 - 364 shares	(4,172)		(3,413)
Treasury Stock, at cost: September 30, 2025 - 553 shares and December 31, 2024 - 364 shares	(4,172)		(3,413)
Additional paid-in-capital	~~347~~349,~~853~~366		344,409
Accumulated deficit	(~~264~~283,~~010~~405)		(225,913)
Accumulated other comprehensive (loss) income	(78)		12
Total shareholders' equity	7961,~~684~~801		115,115
Total liabilities and shareholders' equity	$	~~109~~89,~~770~~220	$	147,960

The accompanying notes are integral to the consolidated financial statements.

LIVEWIRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six months ended
	Nine months ended
	June 30,2025		June 30,2024
	September 30,2025		September 30,2024
Cash flows from operating activities:
Net loss	$	(3857,~~097~~492)	$	(4871,~~449~~143)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	58,~~673~~027		57,~~042~~737
Change in fair value of warrant liabilities	—656		(69,~~550~~131)
Stock compensation expense	3,~~444~~694		23,~~563~~883
Provision for doubtful accounts	25(3)		2225
Deferred income taxes	3—		1017
Inventory write-down	~~936~~2,163		34,~~249~~294
Other, net	(~~557~~379)		(~~573~~477)
Changes in current assets and liabilities:
Accounts receivable, net	~~(314)~~546		2,~~362~~600
Accounts receivable from related party	~~392~~397		2,~~934~~861
Inventories	(12,~~437)~~068		(5,~~189~~530)
Other current assets	(~~520~~52)		~~1,215~~(113)
Accounts payable and accrued liabilities	(42,~~770~~996)		(31,~~550~~143)
Accounts payable to related party	(2,~~855~~277)		(15,~~972~~870)
Net cash used by operating activities	(3245,~~367~~648)		(4871,~~886~~990)
Cash flows from investing activities:
Capital expenditures	(2,~~043~~778)		(56,~~080~~661)
Net cash used by investing activities	(2,~~043~~778)		(56,~~080~~661)
Cash flows from financing activities:
Gross proceeds from the sale of common stock pursuant to the at-the-market public offering (Note 1)	1,305		—
Payment of offering costs from the at-the-market public offering (Note 1)	(267)		—
Repurchase of common stock	(759)		(927)
Net cash used by financing activities	(759)		(927)
Net cash provided (used) by financing activities	279		(927)
Effect of exchange rate changes on cash and cash equivalents	4834		—116
Net decrease in cash and cash equivalents	$	(3548,~~121~~113)	$	(5479,~~893~~462)
Cash and cash equivalents:
Cash and cash equivalents—beginning of period	$	64,437	$	167,904
Net decrease in cash and cash equivalents	(3548,~~121~~113)		(5479,~~893~~462)
Cash and cash equivalents—end of period	$	2916,~~316~~324	$	~~113~~88,~~011~~442

The accompanying notes are integral to the consolidated financial statements.

LIVEWIRE GROUP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

	Common Stock			Additionalpaid-incapital		Accumulated Deficit		Accumulatedothercomprehensiveincome (loss)		Treasury Stock		Total
	Issuedshares	Balance
Balance, December 31, 2024	203,787	$	20	$	344,409	$	(225,913)	$	12	$	(3,413)	$	115,115
Net loss	—	—		—		(19,271)		—		—		(19,271)
Other comprehensive loss, net of tax	—	—		—		—		(15)		—		(15)
Share-based compensation	246	—		1,615		—		—		—		1,615
Repurchase of common stock	—	—		—		—		—		(250)		(250)
Balance, March 31, 2025	204,033	20		346,024		(245,184)		(3)		(3,663)		97,194
Net loss	—	—		—		(18,826)		—		—		(18,826)
Other comprehensive loss, net of tax	—	—		—		—		(4)		—		(4)
Share-based compensation	257	—		1,829		—		—		—		1,829
Repurchase of common stock	—	—		—		—		—		(509)		(509)
Balance, June 30, 2025	204,290	$20	20	$347,853	~~347,853~~	$(264,010)	~~(264,010)~~	$(7)	~~(7)~~	$(4,172)	~~(4,172)~~	$79,684	~~79,684~~
Net loss	—	—		—		(19,395)		—		—		(19,395)
Other comprehensive loss, net of tax	—	—		—		—		(1)		—		(1)
Share-based compensation	—	—		250		—		—		—		250
Issuance of common stock in at-the-market public offering, net of issuance cost of $42 thousand	251	—		1,263		—		—		—		1,263
Repurchase of common stock	—	—		—		—		—		—		—
Balance, September 30, 2025	204,541	$	20	$	349,366	$	(283,405)	$	(8)	$	(4,172)	$	61,801

	Common Stock			Additionalpaid-incapital		Accumulated Deficit		Accumulatedothercomprehensiveincome (loss)		Treasury Stock		Total
	Issuedshares	Balance
Balance, December 31, 2023	203,210	$	20	$	339,783	$	(131,988)	$	17	$	(1,969)	$	205,863
Net loss	—	—		—		(23,644)		—		—		(23,644)
Other comprehensive loss, net of tax	—	—		—		—		(18)		—		(18)
Share-based compensation	200	—		2,282		—		—		—		2,282
Repurchase of common stock	—	—		—		—		—		(706)		(706)
Balance, March 31, 2024	203,410	20		342,065		(155,632)		(1)		(2,675)		183,777
Net loss	—	—		—		(24,805)		—		—		(24,805)
Other comprehensive loss, net of tax	—	—		—		—		(6)		—		(6)
Share-based compensation	116	—		281		—		—		—		281
Repurchase of common stock	—	—		—		—		—		(221)		(221)
Balance, June 30, 2024	203,526	$20	20	$342,346	~~342,346~~	$(180,437)	~~(180,437)~~	$(7)	~~(7)~~	$(2,896)	~~(2,896)~~	$159,026	~~159,026~~
Net loss	—	—		—		(22,694)		—		—		(22,694)
Other comprehensive loss, net of tax	—	—		—		—		5		—		5
Share-based compensation expense	—	—		1,320		—		—		—		1,320
Balance, September 30, 2024	203,526	$	20	$	343,666	$	(203,131)	$	(2)	$	(2,896)	$	137,657

The accompanying notes are integral to the consolidated financial statements.

LIVEWIRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. 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, electric balance bikes, and electric bikes with related parts, accessories, and apparel. The Company operates in two segments: Electric Motorcycles and STACYC.

On September 26, 2022, the Company consummated a previously announced business combination and related financing transactions (collectively the “Business Combination”) pursuant to a business combination agreement, dated as of December 12, 2021 (the “Business Combination Agreement”), by and among AEA-Bridges Impact Corp (“ABIC”), LiveWire Group Inc., (formerly known as LW EV Holdings, Inc.), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation (“H-D”), and LiveWire EV, LLC (“Legacy LiveWire”), a wholly-owned subsidiary of H-D. The Business combination was accounted for as a reverse recapitalization. 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 Business Combination resulted in net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7, Warrant Liabilities.

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 in the future (the “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, in each case, during a period beginning 18 months from September 26, 2022, the closing date of the Business Combination, and expiring five years thereafter.

ATM Program

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. 333-289699. 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 intends to use 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, and to repay up to $10.0 million of the amount borrowed under the Amended and Restated Delayed Draw Term Loan Agreement (the “Term Loan”) as described in Note 11. 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 251,246 shares of common stock sold under the ATM Program in the three and nine months ended September 30, 2025 for an aggregate offering price of $1,305 thousand. Total issuance costs and commissions related to the ATM Program for the three and nine months ended September 30, 2025 were $421 thousand, of which $42 thousand were offset against Additional-paid-in-capital. The remaining $379 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. Of the total issuance costs related to the ATM Program, $154 thousand remained unpaid as of September 30, 2025 and are included in Accounts payable on the consolidated balance sheet. At September 30, 2025, $48.7 million in capacity remained available under the 2025 Shelf Registration Statement.

Basis of Presentation

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated balance sheet as of ~~June~~September 30, 2025, the consolidated statements of operations and comprehensive loss and shareholders’ equity for the three and ~~six~~nine month periods ended ~~June~~September 30, 2025 and 2024, and cash flows for the ~~six~~nine month periods ended ~~June~~September 30, 2025 and 2024.

Certain information and disclosures normally included in complete financial statements have been condensed or omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for interim financial reporting. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. All intercompany transactions within the Company have been eliminated in preparing the consolidated financial statements.

10As of September 30, 2025, the Company had a cash balance of $16.3 million. As discussed in Note 11, the Company has access to $75.0 million under the Term Loan. The Term Loan has a maturity date of December 15, 2027.

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 September 30, 2025, the Company raised net proceeds of $1.0 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 11, 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.

2. New Accounting Standards

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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 12 Reportable Segments and Geographic Information related to the items described above.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): 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. 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. Early adoption is permitted. The ~~Company~~adoption isof ~~still evaluating the impact~~ ASU 2023-09 will ~~have~~not onaffect the Company'’s ~~consolidated~~ financial ~~statement~~position or the results of operations but will result in additional disclosures for the 2025 annual period and interim periods beginning in 2026.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve the disclosures about a public business entity's expenses and provide more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of goods sold and selling, administrative and engineering expense). The main provisions of ASU 2024-03 require a public entity at each interim and annual reporting period to (i) disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion included in each relevant expense caption presented on the face of the income statement within continuing operations, (ii) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date, which is intended to clarify the effective date of ASU No. 2024-03. As clarified in ASU 2025-01, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the impact ASU 2024-03 will have on the Company's consolidated financial statement disclosures.

1112

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 Company is still evaluating the impact ASU 2025-05 will have on the Company's 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.

3. Revenue

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or service to a customer. Revenue is measured based on the consideration that the Company expects to be entitled to in exchange for the goods or services transferred. Taxes that are collected from a customer concurrent with revenue-producing activities are excluded from revenue.

Disaggregated revenue, net by major source was as follows (in thousands):

Three months ended

~~Six~~Nine months ended

June 30,2025

June 30,2024

June 30,2025

June 30,2024

September 30,2025

September 30,2024

September 30,2025

September 30,2024

Electric Motorcycles

Electric motorcycles

~~627~~578

21,~~367~~096

~~768~~1,347

34,~~374~~470

Parts, accessories and apparel

~~215~~392

63113

~~493~~884

~~300~~413

~~842~~970

21,~~430~~209

12,~~261~~231

34,~~674~~883

STACYC

Electric balance bikes and electric bikes

3,~~619~~855

2,~~924~~398

59,~~298~~153

57,~~540~~938

Parts, accessories and apparel

~~1,412~~876

~~1,095~~838

2,~~057~~933

23,~~213~~051

54,~~031~~731

43,~~019~~236

712,~~355~~086

710,~~753~~989

Total Revenue, net

5,~~873~~701

64,~~449~~445

814,~~616~~317

1115,~~427~~872

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. 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 are 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. Revenue on the sale of the S2 electric motorcycles is recorded at a point-in-time when control is transferred to the customer. As the unspecified FOTA software updates to S2 electric motorcycles are provided when-and-if they become available, revenue related to these updates is recognized ratably over the period the updates will be provided, estimated by management to be five years, commencing when control of the electric motorcycle is transferred to the customer. The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The Company allocates the transaction price among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations.

The Company offers sales incentive programs to independent dealers, distributors and retail customers designed to promote the sale of its products. The Company estimates its variable consideration related to its sales incentive programs using the expected value method. The Company accounts for consideration payable as part of its sales incentives as a reduction of revenue, which is accrued at the later of the date the related sale is recorded or the date the incentive program is both approved and communicated. 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.

12During 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 three and nine months ended September 30, 2024, the Company recorded $117 thousand and $579 thousand of adjustments, respectively, for variable consideration related to previously recognized sales. 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 29, 2025 to October 31, 2025 on S2 electric motorcycles. As a result of these incentives in 2025, for the three and nine months ended September 30, 2025, the Company recorded $982 thousand and $897 thousand, respectively, for variable consideration related to previously recognized sales. In late October 2025, the Company approved and subsequently announced the extension of the Twist & Go Promotion through December 15, 2025.

~~During~~The Company offers the ~~first~~right ~~quarter~~to ofreturn ~~2024~~eligible parts and accessories and apparel, ~~the~~electric balance bikes, electric bikes and, in limited circumstances, on electric motorcycles. The Company ~~revised~~estimates ~~its~~returns ~~retail~~based ~~partner~~on ~~strategy~~an analysis of historical trends and probability of returns and records revenue on the initial sale only in the ~~Electric~~amount ~~Motorcycles~~that ~~segment~~it ~~and~~expects ~~introduced~~to ~~new~~be ~~incentives~~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 ~~its~~a ~~retail~~corresponding ~~partners~~adjustment ~~resulting~~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 impairment as necessary. The refund asset of $5437 thousand and $~~425~~377 thousand were included in Other current assets as of ~~adjustments~~September 30, ~~for~~2025 ~~variable~~and ~~consideration~~December 31, ~~related~~2024, torespectively, ~~previously~~and ~~recognized~~$465 ~~sales~~thousand ~~for~~and $154 thousand of the ~~three~~refund ~~and~~liability ~~six~~were ~~months~~included ~~ended~~in ~~June~~Accrued liabilities as of September 30, 2025 and December 31, 2024., ~~Adjustments~~respectively, ~~for~~in ~~variable~~the ~~consideration~~Company’s ~~for~~consolidated balance sheets. The remainder of the ~~three~~refund ~~and~~liability ~~six~~of ~~months~~$252 ~~ended~~thousand ~~June~~was 30recorded in Accounts payable to a related party as of December 31, ~~2025~~2024 in the Company’s consolidated balance sheet as these amounts were ~~not~~repaid ~~material.~~to Harley-Davidson Financial Services (“HDFS”), a wholly owned subsidiary of H-D.

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 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 impairment as necessary. The refund asset of $437 thousand and $377 thousand were included in Other current assets as of June 30, 2025 and December 31, 2024, respectively, and $465 thousand and $154 thousand of the refund liability were included in Accrued liabilities as of June 30, 2025 and December 31, 2024, respectively, in the Company’s consolidated balance sheets. The remainder of the refund liability of $252 thousand was recorded in Accounts payable to a related party as of December 31, 2024 in the Company’s consolidated balance sheet as these amounts will be 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, electric bikes, and parts and accessories. These warranties provide assurance that the product will function as expected and are not separate performance obligations. The Company accounts for estimated warranty costs as a liability when control of the product transfers to the customer.

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, 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 $~~247~~703 thousand and $174 thousand were included in Accrued liabilities and the long-term portion of contract liabilities of $~~353~~367 thousand and $393 thousand were included in Other long-term liabilities in the Company's consolidated balance sheets as of ~~June~~September 30, 2025 and December 31, 2024, respectively. The Company expects to recognize $~~353~~ 367 thousand included in Other long-term liabilities at ~~June~~September 30, 2025 over the next five years.

Previously deferred revenue recognized as revenue in the three months ended ~~June~~September 30, 2025 and 2024 was $31 thousand and $1522 thousand, respectively, and $6192 thousand and $85109 thousand in the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

4. Income Taxes

The Company’s effective income tax rate was (0.02)% and 0.10% for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

The Company’s effective tax rate for each period differs from the U.S. statutory rate of 21% as the Company is not recognizing an income tax benefit related to the losses generated in the U.S. as there is not sufficient positive evidence regarding the ability to realize the benefit of these losses.

On July 4, 2025, the One Big Beautiful Bill Act (the Act) was signed into law that includes the extension and modification of certain key provisions of the U.S. Tax Cuts and Jobs Act of 2017 (TCJA), modification of certain Inflation Reduction Act (IRA) incentives, and other provisions. ~~The~~This ~~Company~~Act iswas ~~still~~effective ~~evaluating~~in the ~~impact~~third ~~the~~quarter ~~Act~~of ~~will~~2025 ~~have~~and onthere ~~the~~was ~~Company's~~no ~~financial~~material ~~results~~impact ~~and~~to the Company’s consolidated financial statements.

5. Earnings Per Share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share. 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. The Company applies the treasury method to calculate the dilution impact of share-based awards - restricted stock, performance share units, and warrants. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share as all of the potentially dilutive shares were anti-dilutive in those periods.

Computation of basic and diluted earnings per share was as follows (in thousands, except per share amounts):

	Three months ended				~~Six~~Nine months ended
	June 30,2025		June 30,2024		June 30,2025		June 30,2024
	September 30,2025		September 30,2024		September 30,2025		September 30,2024
Net loss	$	(1819,~~826~~395)	$	(2422,~~805~~694)	$	(3857,~~097~~492)	$	(4871,~~449~~143)
Basic weighted-average shares outstanding	203,~~589~~771		203,~~184~~250		203,~~535~~614		203,~~136~~174
Effect of dilutive securities – warrants	—		—		—		—
Effect of dilutive securities – employee stock compensation awards	—		—		—		—
Diluted weighted-average shares outstanding	203,~~589~~771		203,~~184~~250		203,~~535~~614		203,~~136~~174
Earnings per share (1):
Basic	$	(0.0910)	$	(0.1211)	$	(0.1928)	$	(0.2435)
Diluted	$	(0.0910)	$	(0.1211)	$	(0.1928)	$	(0.2435)

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

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 7, Warrant Liabilities). Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. For the three and six months ended June 30, 2025, 3,368 thousand employee stock compensation plan awards were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. For the three and six months ended June 30, 2024, 2,119 thousand employee stock compensation plan awards were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. For the three and six months ended June 30, 2025 and 2024, 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.15

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 7, Warrant Liabilities). Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. For the three and nine months ended September 30, 2025, 2,958 thousand employee stock compensation plan awards were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. For the three and nine months ended September 30, 2024, 1,841 thousand employee stock compensation plan awards were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. For the three and nine months ended September 30, 2025 and 2024, 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.

6. Additional Balance Sheet Information

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 and electric bikes. Inventories, net consisted of the following (in thousands):

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Raw materials and work in process	$	70219	$	—
Electric motorcycles, electric balance bikes, and electric bikes	2521,~~731~~271		24,862
Parts and accessories and apparel	1,~~807~~375		2,080
Inventories, net	$	2722,~~608~~865	$	26,942

14Accrued liabilities primarily include accrued supplier commitments of $1,437 thousand, accrued payroll and employee benefits of $3,978 thousand and accrued engineering costs of $1,947 thousand as of September 30, 2025. Accrued liabilities primarily include accrued capital expenditures of $1,989 thousand, accrued payroll and employee benefits of $5,757 thousand, accrued engineering costs of $2,614 thousand, accrued restructuring of $675 thousand, and an accrual of $1,802 thousand for an unfavorable arbitration ruling related to a supplier claim (as discussed in Note 10) as of December 31, 2024.

~~Accrued~~Other ~~liabilities~~current assets primarily include ~~accrued~~prepaid ~~supplier~~expenses ~~commitments~~ of $12,~~438~~622 thousand, ~~accrued capital expenditures of $1,023 thousand, accrued payroll~~ and ~~employee benefits of~~ $~~3,177 thousand, and accrued engineering costs of $~~2,~~262~~422 thousand as of ~~June~~September 30, 2025. ~~Accrued liabilities primarily include accrued capital expenditures of $1,989 thousand, accrued payroll~~ and employee benefits of $5,757 thousand, accrued engineering costs of $2,614 thousand, accrued restructuring of $675 thousand, and an accrual of $1,802 thousand for an unfavorable arbitration ruling related to a supplier claim (as discussed in Note 10) as of December 31, 2024, respectively.

Other current assets primarily include prepaid expenses of $3,368 thousand and $2,422 thousand as of June 30, 2025 and December 31, 2024, respectively.

7. Warrant Liabilities

Upon consummation of the Business Combination, the Company assumed 30,499,990 Warrants to purchase the Company’s Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of ABIC’s IPO of units (the “Public Warrants”) and 10,500,000 of outstanding warrants originally issued in a private placement in connection with the IPO of ABIC (the “Private Placement Warrants”, collectively with the Public Warrants, the “Warrants”). The Warrants expire five years from the completion of the Business Combination. There were 19,865,207 Public Warrants outstanding as of ~~June~~September 30, 2025 and December 31, 2024, respectively, and 10,500,000 Private Warrants outstanding as of ~~June~~September 30, 2025 and December 31, 2024.

Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share. A Warrant holder may exercise its Warrants only for a whole number of shares of Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. No fractional Warrants were issued upon separation of the units and only whole warrants trade. The Company will receive the proceeds from the exercise of any warrants in cash. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

Public Warrants

Redemption of Warrants when the price per Common Stock share equals or exceeds $18.00: The Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants):

•in whole and not in part;

•at a price of $0.01 per Warrant;

•upon not less than 30 days’ prior written notice of redemption; and

•if, and only if, the reported last sales price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders.

Redemption of Warrants when the price per Common Stock share equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

•in whole and not in part;

•at $0.10 per Warrant upon a minimum 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the agreed table, based on the redemption date and the “fair market value” of Common Stock;

•if, and only if, the closing price of the shares of Common Stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the Warrant holders; and

•if the closing price of the shares of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the Warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above.

Private Placement Warrants

The Private Placement Warrants have terms and provisions that are similar to those of the Public Warrants, including as to the exercise price, exercisability and exercise period. The Private Placement Warrants will not be redeemable by the Company so long as they are (i) held by the initial purchasers of the Private Placement Warrants or its permitted transferees and (ii) the reference value exceeds $18.00 per share. The initial Private Placement Warrant purchasers, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis if the reference value is between $10.00 and $18.00. 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 three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, there were no redemptions or exercises of the Public Warrants or Private Warrants.

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized expense of $~~905~~656 thousand ~~and zero respectively,~~ as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company recognized income of $12,~~792~~581 thousand and $69,~~550~~131 thousand, respectively, as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss. 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. The Company’s Warrant liability was $2,205 thousand and $1,549 thousand as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

8. Fair Value

The Company assesses the inputs used to measure fair value using a three-tier hierarchy.

•Level 1 inputs include quoted prices for identical instruments and are the most observable.

•Level 2 inputs include quoted prices for similar assets and observable inputs.

•Level 3 inputs are not observable in the market and include the Company’s judgments about the assumptions market participants would use in pricing the asset or liability.

The Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands):

	June 30, 2025
	September 30, 2025
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	175,000	$	—	$	—	$	175,000
Liabilities:
Public Warrants	$	1,~~013~~442	$	—	$	—	$	1,~~013~~442
Private Placement Warrants	—		~~536~~763		—		~~536~~763
Share-based awards settled in cash	2961		—		—		2961
	$	1,~~042~~503	$	~~536~~763	$	—	$	12,~~578~~266
	December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	52,000	$	—	$	—	$	52,000
Liabilities:
Public Warrants	$	1,013	$	—	$	—	$	1,013
Private Placement Warrants	—		536		—		536
Share-based awards settled in cash	269		—		—		269
	$	1,282	$	536	$	—	$	1,818

There were no significant assets or liabilities on the Company’s consolidated balance sheets measured at fair value on a nonrecurring basis.

Recurring Fair Value Measurements

Money Market Funds

Money market funds include highly liquid investments with an original maturity of three or fewer months and are presented within Cash and cash equivalents in the consolidated balance sheets. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy.

Warrant Liabilities

The Public Warrants are publicly traded under the symbol “LVWR WS” and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The fair value of the Private Placement Warrants was determined using the closing price of the Public Warrants as the Private Placement Warrants have terms and provisions that are economically similar to those of the Public Warrants. The Private Placement Warrants are classified as Level 2 of the fair value hierarchy due to the use of an observable market quote for a similar asset in an active market.

Share-based awards settled in cash

Share-based awards settled in cash represent grants of share-based awards that will be settled with employees in cash and are presented within Accrued liabilities and Other long-term liabilities in the consolidated balance sheets. They are valued using the market price of the Company’s and Harley-Davidson, Inc.’s stock and are remeasured at each balance sheet date and are classified under Level 1 under the fair value hierarchy.

Other Fair Value Measurements

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.

9. 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, electric balance bikes, and electric bikes. The warranty coverage for the retail customer generally begins when the product is sold to the retail customer. The Company accrues future warranty claims at the time of sale by the Company using an estimated cost based primarily on historical Company claim information. In the case of both warranty and recall costs, as actual experience becomes available it is used to update the accruals.

Additionally, the Company may from time-to-time initiate certain voluntary recall campaigns. The Company records estimated recall costs when the liability is both probable and estimable. This generally occurs when the Company’s management approves and commits to a recall. The warranty and recall liability are included in Accrued liabilities and Other long-term liabilities on the consolidated balance sheets.

Changes in the Company’s warranty and recall liability were as follows (in thousands):

Three months ended

~~Six~~Nine months ended

June 30,2025

June 30,2024

June 30,2025

June 30,2024

September 30,2025

September 30,2024

September 30,2025

September 30,2024

Balance, beginning of period

~~552~~666

~~882~~621

881

1,011

Warranties issued during the period

~~162~~408

~~159~~104

~~273~~681

~~281~~385

Settlements made during the period

(~~432~~321)

(~~216~~119)

(~~717~~1,038)

(~~481~~600)

Recalls and changes to pre-existing warranty liabilities

~~384~~428

~~(204)~~351

~~229~~657

~~(190)~~161

Balance, end of period

~~666~~1,181

~~621~~957

~~666~~1,181

~~621~~957

The liability for recall campaigns included in the above table was $4332 thousand and $120 thousand as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

10. Commitments and Contingencies

Contingencies – The Company is subject to claims related to product and other commercial matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. Refer to Note 9, Product Warranty and Recall Campaigns, for a discussion of warranty and recall liabilities. The Company had no product liability claims as of ~~June~~September 30, 2025 and December 31, 2024.

Litigation and Other Claims – The Company from time to time may be subject to lawsuits and other claims related to product, commercial, supplier, employee, environmental and other matters in the normal course of business. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. The Company, through H-D, also maintains insurance coverage for product liability exposures. 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 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 paid ~~zero and~~ $1,802 thousand to the supplier in the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2025. As of December 31, 2024, the total amount owed of $1,802 thousand was recorded in Accrued liabilities on the consolidated balance sheet.

11. Related Party Transactions

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. Agreements that the Company entered into in connection with the separation from H-D that resulted in related party transactions include the Transition Services Agreement (effective through December 31, 2024), the master services agreement effective through December 31, 2024, the new Master Services Agreement (dated December 23, 2024, effective January 1, 2025), Contract Manufacturing Agreement, Joint Development Agreement, and Tax Matters Agreement. Refer to Note 16, Related Party Transactions, of the consolidated financial statements in the Company’s 2024 Form 10-K for additional details on the agreements entered into with H-D as part of, or subsequent to, the separation from H-D.

Related Party Sales and Purchases in the Ordinary Course of Business

Transactions Associated with Service Agreements with H-D

Cost of goods sold - For the three and ~~six~~nine months ended ~~June~~September 30, 2025, there are $~~485~~4,041 thousand and $15,~~644~~684 thousand, respectively, and for the three and ~~six~~nine months ended ~~June~~September 30, 2024, there are $42,~~363~~857 thousand and $912,~~539~~396 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, for the three and ~~six~~nine months ended ~~June~~September 30, 2025, $~~471~~4,164 thousand and $15,~~621~~786 thousand, respectively, and for the three and ~~six~~nine months ended ~~June~~September 30, 2024, $42,~~179~~853 thousand and $912,~~441~~294 thousand, respectively, are related to purchases, primarily motorcycles, under the terms of the Contract Manufacturing Agreement. These purchases of electric motorcycles from H-D are sold to the Company’s customers resulting in Cost of goods sold.

Selling, administrative and engineering - During the three and ~~six~~nine months ended ~~June~~September 30, 2025 there are $1,~~331~~260 thousand and $23,~~735~~995 thousand, respectively, and for the three and ~~six~~nine months ended ~~June~~September 30, 2024, there were $2,~~539~~756 thousand and $58,~~487~~241 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 ~~June~~September 30, 2025 and December 31, 2024, there is $127,~~617~~485 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 ~~June~~September 30, 2025 and December 31, 2024, $~~2,998~~274 thousand and $2,914 thousand, respectively, is associated with inventory purchased under the Contract Manufacturing Agreement and $~~2,178~~401 thousand and $692 thousand, respectively, is associated with services under the various service agreements with H-D, and $65,~~156~~744 thousand inand ~~both~~$6,156 ~~periods~~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. The decrease in the obligation in the nine months ended September 30, 2025 is related to settlements with H-D suppliers for which LiveWire paid $284 thousand to H-D and a $128 thousand reduction in the estimated obligation due to another H-D supplier based on new information received in the three months ended September 30, 2025. 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.

Sales of electric motorcycles and related products to independent dealers in the U.S. and Canada are primarily financed through HDFS. Therefore, the Company’s accounts receivable related to these sales are recorded in Accounts receivable from related party on the consolidated balance sheets. Amounts financed through HDFS, not yet remitted to the Company by HDFS, are generally settled within 30 days. As of December 31, 2024, there was $356 thousand due from HDFS and other related receivables due from H-D, which is presented as Accounts receivable from related party on the consolidated balance sheet. As of June 30, 2025, the Company owes HDFS $1,277 thousand for amounts remitted to dealers on behalf of the Company related to a marketing initiative, returns and incentive payments. This amount is included in Accounts payable to related party on the consolidated balance sheet. 20

19Sales of electric motorcycles and related products to independent dealers in the U.S. and Canada are primarily financed through HDFS. Therefore, the Company’s accounts receivable related to these sales are recorded in Accounts receivable from related party on the consolidated balance sheets. Amounts financed through HDFS, not yet remitted to the Company by HDFS, are generally settled within 30 days. As of December 31, 2024, there was $356 thousand due from HDFS and other related receivables due from H-D, which is presented as Accounts receivable from related party on the consolidated balance sheet. As of September 30, 2025, the Company owes HDFS $1,064 thousand for amounts remitted to dealers on behalf of the Company related to returns and incentive payments. This amount is included in Accounts payable to related party on the consolidated balance sheet.

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 $100.0 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. InAs of September 30, 2025, LiveWire has not drawn on the ~~event~~loan ~~that~~and therefore the maturity date is October 31, 2026 (“Maturity Date”). The Company remained in compliance with all of the existing covenants as of September 30, 2025. The Convertible Term Loan ~~cannot~~contains bea ~~settled~~provision inthat ~~cash~~provides byfor ~~the~~H-D ~~Company~~to convert amounts outstanding to equity at ~~maturity~~the Maturity Date if, ~~unless~~on ~~otherwise~~the ~~agreed~~Maturity ~~between~~Date, H-D determines, acting reasonably and in good faith, that the Company ~~and~~does not have the financial wherewithal to repay all amounts outstanding. If H-D determines to convert the amounts outstanding to equity at the Maturity Date, the Convertible Term Loan provides that outstanding amounts will be converted to equity of the 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 June 30, 2025, there were no amounts outstanding under the Convertible Term Loan and the Company remained in compliance with all of the existing covenants.~~

On November 9, 2025, the Company entered into the Term Loan with H-D, which amended the Convertible Term Loan. The Term Loan provides 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 will be collateralized by a security interest in substantially all of the assets of the Company.

Other Transactions

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded $195 thousand and $3136 thousand, respectively, in related party sales between the Company and H-D with $143 thousand and $2327 thousand, respectively, in Cost of goods sold. During the three and ~~six~~nine months ended ~~June~~September 30, 2024, the Company recorded $207 thousand and $4047 thousand, respectively, in related party sales between the Company and H-D with $134 thousand and $2833 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 ~~June~~ September 30, 2025 and December 31, 2024, there was $7 2 thousand and $43 thousand due from H-D, respectively, which is presented as Accounts receivable from related party on the consolidated balance sheet.

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. The Company and H-D finalized negotiations and executed a lease agreement related to this space on January 30, 2025. 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.21

On September 26, 2022, the Company entered into a lease agreement with H-D to sublease a Product Development Center. This 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 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 ~~June~~September 30, 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 $~~466~~463 thousand, ~~zero~~$203 thousand, and $~~408~~184 thousand, respectively. 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. In addition, the Company incurred $54 thousand and $~~153~~207 thousand in rent expense during the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, and the Company recorded $44 thousand and $88130 thousand, during the three and ~~six~~nine months ended ~~June~~September 30, 2024, respectively, which is included within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss.

12. Reportable Segments and Geographic Information

The Company’s reportable segments and significant segment expenses are determined based on how the Company’s Chief Operating Decision Maker (CODM) assesses performance and decides how to allocate resources for the Company.

The Company’s Chief Executive Officer is the Company’s CODM. Operating loss is the measure of profit and loss used by the CODM to assess performance and to decide how to allocate resources for each of the Company’s reportable segments.

Operating loss is used to monitor actual results versus planned and prior period results for each segment based on their respective profitability objectives and business models. Operating loss is also used to allocate human and capital resources among the reportable segments. Additionally, operating loss is a key metric used to establish and pay variable compensation to employees at all levels.

The Company operates in two segments: Electric Motorcycles and STACYC. 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.

The Electric Motorcycles segment consists of the business activities related to the design and sales of electric motorcycles. The Electric Motorcycles segment also sells electric motorcycle parts, accessories, and apparel. The Company’s products 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 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 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 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 ~~and direct to customers online in Europe~~.

2122

The Company’s revenue and significant expenses by segment regularly reviewed by the CODM, and other segment items are as follows (in thousands):

Three months ended

~~Six~~Nine months ended

June 30,2025

June 30,2024

June 30,2025

June 30,2024

September 30,2025

September 30,2024

September 30,2025

September 30,2024

Electric Motorcycles

Electric motorcycles, parts and accessories and apparel revenue, net

~~842~~970

21,~~430~~209

12,~~261~~231

34,~~674~~883

Cost of goods sold

25,~~379~~604

53,~~756~~701

511,~~779~~383

1215,~~227~~928

Selling, administrative and engineering expense:

People Costs (1)

86,~~813~~401

1211,~~361~~273

1724,~~696~~097

2537,~~954~~227

Other segment items (2)

7,~~653~~364

11,~~109~~250

1522,~~142~~506

2132,~~296~~546

Total selling, administrative and engineering expense

1613,~~466~~765

2322,~~470~~523

3246,~~838~~603

4769,~~250~~773

Operating loss

(18,~~003~~399)

(2625,~~796~~015)

(3755,~~356~~755)

(5580,~~803~~818)

STACYC

Electric balance bikes and electric bikes, parts and accessories and apparel revenue, net

54,~~031~~731

43,~~019~~236

712,~~355~~086

710,~~753~~989

Cost of goods sold

2,~~945~~998

2,~~475~~264

47,~~456~~454

57,~~109~~373

Selling, administrative and engineering expense:

People Costs (1)

~~925~~919

1,~~058~~026

12,~~836~~755

23,~~019~~007

Marketing (3)

~~493~~340

~~768~~554

~~965~~1,305

12,~~559~~113

Other segment items (4)

~~929~~887

~~1,087~~902

12,~~672~~559

12,~~850~~790

Total selling, administrative and engineering expense

2,~~347~~146

2,~~913~~482

46,~~473~~619

57,~~428~~910

Operating loss

(~~261~~413)

(1,~~369~~510)

(1,~~574~~987)

(24,~~784~~294)

Consolidated operating loss

(18,~~264~~812)

(2826,~~165~~525)

(3857,~~930~~742)

(5885,~~587~~112)

Interest income

~~333~~165

1,~~596~~252

~~837~~1,002

34,~~612~~864

Change in fair value of warrant liabilities

(~~905~~656)

12,~~792~~581

—(656)

69,~~550~~131

Loss before income taxes

(1819,~~836~~303)

(2422,~~777~~692)

(3857,~~093~~396)

(4871,~~425~~117)

(1) People expenses include salary and related fringe costs, including payroll tax and health and welfare costs, as well as short-term incentive compensation and long-term incentive compensation in the form of share-based awards.

(2) Other segment items for Electric Motorcycles include depreciation and amortization, marketing, rent and facilities costs, warranty, supplies and materials, costs paid for services performed by H-D under the TSA and MSA agreements, travel costs, other professional services and miscellaneous expenses. These costs are all included in Selling, administrative and engineering expense.

(3) Marketing expenses include costs related to digital and print media, social media, website maintenance, consumer experiences, product placement, sponsorships and market research.

(4) Other segment items for STACYC include depreciation and amortization, rent and facilities costs, warranty, supplies and materials, travel costs, other professional services and miscellaneous expenses. These costs are all included in Selling, administrative and engineering expense.

Additional segment information is set forth below (in thousands):

	Electric Motorcycles		STACYC		Consolidated
June 30, 2025:
Assets	$	82,636	$	27,134	$	109,770
Goodwill	$	7,668	$	659	$	8,327
December 31, 2024:
Assets	$	120,530	$	27,430	$	147,960
Goodwill	$	7,668	$	659	$	8,327
Three months ended June 30, 2025
Depreciation and amortization	$	2,515	$	73	$	2,588
Stock compensation expense	$	1,709	$	120	$	1,829
Three months ended June 30, 2024
Depreciation and amortization	$	2,637	$	79	$	2,716
Stock compensation expense	$	105	$	177	$	282
Six months ended June 30, 2025
Depreciation and amortization	$	5,525	$	148	$	5,673
Stock compensation expense	$	3,217	$	227	$	3,444
Capital Expenditures	$	2,043	$	—	$	2,043
Six months ended June 30, 2024
Depreciation and amortization	$	4,851	$	191	$	5,042
Stock compensation expense	$	2,323	$	240	$	2,563
Capital Expenditures	$	5,042	$	38	$	5,080

~~Customer~~Additional ~~Information~~segment -information ~~For~~is ~~the~~set ~~three~~forth ~~and~~below six months ended June 30, 2025, and the three months ended June 30, 2024, no single customer or customer group represented 10% or greater of consolidated revenue, net. For the six months ended June 30, 2024, LiveWire generated more than 10% of its consolidated sales from the KTM customer group. These sales amounted to 12.1% for the six months ended June 30, 2024 and were included (in ~~the STACYC segment.~~thousands):


	Electric Motorcycles		STACYC		Consolidated
September 30, 2025:
Total Assets	$	66,403	$	22,817	$	89,220
Goodwill	$	7,668	$	659	$	8,327
December 31, 2024:
Total Assets	$	120,530	$	27,430	$	147,960
Goodwill	$	7,668	$	659	$	8,327

Three months ended September 30, 2025
Depreciation and amortization	$	2,282	$	72	$	2,354
Stock compensation expense	$	125	$	125	$	250

Three months ended September 30, 2024
Depreciation and amortization	$	2,616	$	79	$	2,695
Stock compensation expense	$	1,218	$	104	$	1,322

Nine months ended September 30, 2025
Depreciation and amortization	$	7,807	$	220	$	8,027
Stock compensation expense	$	3,341	$	353	$	3,694
Capital Expenditures	$	2,778	$	—	$	2,778
Nine months ended September 30, 2024
Depreciation and amortization	$	7,467	$	270	$	7,737
Stock compensation expense	$	3,539	$	344	$	3,883
Capital Expenditures	$	6,566	$	95	$	6,661

Customer Information - For the three and nine months ended September 30, 2025 and 2024, no single customer or customer group represented 10% or greater of consolidated revenue, net.

Geographic Information – Included in the consolidated financial statements are the following amounts relating to geographic locations (in thousands):

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Long-lived assets(1):
United States	$	3028,~~054~~587	$	34,012
International	—		—
	$	3028,~~054~~587	$	34,012

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

Three months ended

~~Six~~Nine months ended

June 30,2025

June 30,2024

June 30,2025

June 30,2024

September 30,2025

September 30,2024

September 30,2025

September 30,2024

Revenue, net (1):

United States

3,~~774~~238

53,~~464~~785

59,~~972~~186

812,~~967~~750

Austria

—20

4419

—25

~~853~~872

Other countries

2,~~099~~443

~~941~~641

25,~~644~~106

12,~~607~~250

5,~~873~~701

64,~~449~~445

814,~~616~~317

1115,~~427~~872

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

13. Restructuring

On April 24, 2024, the Company announced a plan to both relocate the operations of LiveWire Labs, the Company’s west coast product development facility, from Mountain View, California, to Milwaukee, Wisconsin, and streamline headcount at the Company. The Company believes this plan will enable synergies and optimize efficiencies in product development and simplify the Company’s overall path to future profitability. Total cumulative costs associated with this plan were $3,752 thousand,. ~~there~~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. Of the total cumulative costs associated with this plan, the Company recorded $2673 thousand and $3,~~352~~025 thousand of employee termination benefits, primarily severance, respectively, and $~~192~~552 thousand and $744 thousand in other costs, including employee relocation and equipment move costs, respectively, during the three and ~~six~~nine months ended ~~June~~September 30, 2024. As of ~~June~~September 30, 2025, there isare ~~$36 thousand~~no amounts remaining to be paid related to this ~~plan, which will be paid in 2025~~reorganization.

In September 2024, continuing its focus on the Company’s path to profitability and furthering its strategy, the Company executed a reorganization of its Sales and Marketing function and Product Development and Design function, including consolidating each of these functions under singular leadership and other headcount reductions. Total cumulative costs associated with this reorganization were $1,271 thousand, 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. NoThe ~~expense~~Company ~~was~~recorded ~~recognized~~$900 thousand inof employee termination benefits, primarily severance, during the three and ~~six~~nine months ended ~~June~~September 30, 2024. As of ~~June~~September 30, 2025, there are no amounts remaining to be paid related to this reorganization.

The following table displays a roll-forward of the restructuring liability recorded within the Company’s consolidated balance sheets and the related cash flow activity (in thousands):

	Employee Termination Benefits		Other		Total
Balance at December 31, 2024	$	663	$	12	$	675
Reserve Established:
April 2024 Plan	—		—		—
September 2024 reorganization	—		—		—
Total Reserve Established	—		—		—
Payments:
April 2024 Plan	(118)		(12)		(130)
September 2024 reorganization	(371)		—		(371)
Total Payments	(489)		(12)		(501)
Balance at March 31, 2025	$	174	$	—	$	174
Reserve Established:	$	—	$	—	$	—
April 2024 Plan	—		—		—
September 2024 reorganization	—		—		—
Total Reserve Established	174		—		174
Payments:
April 2024 Plan	(138)		—		(138)
September 2024 reorganization	—		—		—
Total Payments	(138)		—		(138)
Balance at June 30, 2025	$	36	$	—	$	36

The following table displays a roll-forward of the restructuring liability recorded within the Company’s consolidated balance sheets and the related cash flow activity (in thousands):


	Employee Termination Benefits		Other		Total
Balance at December 31, 2024	$	663	$	12	$	675
Reserve Established:
April 2024 Plan	—		—		—
September 2024 reorganization	—		—		—
Total Reserve Established	—		—		—
Payments:
April 2024 Plan	(118)		(12)		(130)
September 2024 reorganization	(371)		—		(371)
Total Payments	(489)		(12)		(501)
Balance at March 31, 2025	$	174	$	—	$	174
Reserve Established:
April 2024 Plan	—		—		—
September 2024 reorganization	—		—		—
Total Reserve Established	174		—		174
Payments:
April 2024 Plan	(138)		—		(138)
September 2024 reorganization	—		—		—
Total Payments	(138)		—		(138)
Balance at June 30, 2025	$	36	$	—	$	36
Reserve Established:
April 2024 Plan	—		—		—
September 2024 reorganization	—		—		—
Total Reserve Established	36		—		36
Payments:
April 2024 Plan	(36)		—		(36)
September 2024 reorganization	—		—		—
Total Payments	(36)		—		(36)
Balance at September 30, 2025	$	—	$	—	$	—

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to help the reader understand the Company, the Company’s financial condition and results of operations, and the Company’s present business environment. The following discussion and analysis should be read together with the accompanying unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report and the audited consolidated financial statements and related notes in the 2024 Annual Report on Form 10-K.

Overview

LiveWire is an industry-leading all-electric vehicle brand with a mission to pioneer the rapidly growing two-wheel electric motorcycle space. The Company operates in two segments: Electric Motorcycles and STACYC.

The Electric Motorcycles segment sells electric motorcycles, related parts and accessories and apparel in the United States and certain international markets, while the STACYC segment sells electric balance bikes, electric bikes, related parts and accessories and apparel in the United States and certain international markets. The STACYC segment launched an adult pedal assist electric bike in the United States in March 2025.

Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, at retail through a Company-owned dealership and through online sales. Prior to November 5, 2024, the Company’s products were sold at retail through select international partners primarily in Europe. Electric balance bikes and electric bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to customers online. As discussed below, on September 26, 2022 as part of the Business Combination, the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.

~~For~~During the ~~three~~third ~~months~~quarter ~~ended~~of ~~June 30,~~ 2025, the Company’s ~~net~~initiated ~~loss was $18,826 thousand compared to $24,805 thousand for~~ the ~~three~~“Twist ~~months~~& ~~ended~~Go ~~June~~Promotion” ~~30,~~offering ~~2024,~~temporary ~~and~~pricing ~~was~~incentives ~~$38,097~~on ~~thousand~~its ~~for~~S2 ~~the~~electric ~~six~~motorcycles ~~months~~from ~~ended~~August ~~June 30~~28, 2025 ~~compared~~ to ~~$48~~October 31,~~449~~ ~~thousand for the six months ended June 30~~2025, ~~2024.~~which ~~The~~resulted ~~Company’s~~in ~~net~~increased ~~losses~~sales ~~reflect~~volumes in the ~~early-stage~~third ~~nature~~quarter of ~~the Company’s business~~2025. ~~The~~In ~~decrease~~late inOctober ~~net loss of $5,979 thousand and $10,352 thousand for three and six months ended June 30,~~ 2025, ~~respectively, reflect~~ the ~~segment~~promotion ~~results~~was ~~and~~extended ~~changes~~by ~~in interest income and~~ the ~~fair~~Company ~~value~~through ofDecember ~~warrants~~15, ~~discussed below~~2025.

For the three months ended ~~June~~September 30, 2025, the ~~Electric~~Company’s ~~Motorcycles~~net ~~segment operating~~ loss was $1819,~~003~~395 thousand compared to ~~an operating loss of~~ $2622,~~796~~694 thousand for the three months ended ~~June~~September 30, 2024, and was ~~an operating loss of~~ $3757,~~356~~492 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to ~~an operating loss of~~ $5571,~~803~~143 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. ~~Refer~~The toCompany’s ~~the~~net ~~Electric~~losses ~~Motorcycles~~reflect ~~segment~~the ~~analysis~~early-stage ~~below~~nature ~~for~~of ~~further~~the ~~discussion~~Company’s onbusiness. ~~the~~The decrease in ~~operating~~net loss of $83,~~793~~299 thousand and $1813,~~447~~651 thousand for three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively, reflect the segment results and changes in interest income and the fair value of warrants discussed below.

For the three months ended ~~June~~September 30, 2025, the ~~STACYC~~Electric Motorcycles segment operating loss was $~~261~~18,399 thousand compared to an operating loss of $125,~~369~~015 thousand for the three months ended ~~June~~September 30, 2024, and was an operating loss of $155,~~574~~755 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to an operating loss of $280,~~784~~818 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. Refer to the ~~STACYC~~Electric Motorcycles segment analysis below for further discussion on the decrease in operating loss of $16,~~108~~616 thousand and $125,~~210~~063 thousand for three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively.

For the three months ended September 30, 2025, the STACYC segment operating loss was $413 thousand compared to an operating loss of $1,510 thousand for the three months ended September 30, 2024, and was an operating loss of $1,987 thousand for the nine months ended September 30, 2025 compared to operating loss of $4,294 thousand for the nine months ended September 30, 2024. Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $1,097 thousand and $2,307 thousand for three and nine months ended September 30, 2025, respectively.

The headwinds facing the broader powersports and discretionary leisure industries are even more complicated in the electric vehicle segment of the market. The Company believes indicators point to a much later electric vehicle adoption than the Company originally anticipated given a lack of government incentives and a less favorable regulatory environment, combined with a slower expansion of charging infrastructure. In response to these market challenges, the Company is continuing to focus on strategic expansion of its product offerings, including the planned production in the spring of 2026 of two new 125 cc-equivalent mini-motos, the S4 HonchoTM Trail and Street, which are designed to expand access and affordability for riders globally. As the Company evaluates its long-term strategy and product offerings, it will continue to focus on cost savings to reduce cash usage while focusing on developing and producing profitable products to align with evolving customer preferences and broader electric vehicle adoption trends that will allow the Company to continue to reduce operating losses and fund its operations through profitability.

Business Combination

The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of the Company issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded resulting from the Business Combination. The Business Combination resulted in net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7 to the consolidated financial statements, Warrant Liabilities.

2025 Outlook

For the remainder of 2025, LiveWire's focus continues to be on cost improvements, future electric motorcycle models and product innovation and development.

Key Business Metrics

To analyze LiveWire’s business performance, determine financial forecasts and help develop long-term strategic plans, management reviews the following key business metrics, which are important measures that represent the growth of the business:

•Wholesale Motorcycle Unit Sales – LiveWire defines Wholesale Motorcycle Unit Sales as the number of electric motorcycles sold by LiveWire to independent dealers for which LiveWire recognized revenue during the period.

•Company Retail Motorcycle Unit Sales – LiveWire defines Company Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by LiveWire through its Company-owned dealership, through online sales or direct to customers through select international partners for which LiveWire recognized revenue during the period.

•Independent Retail Motorcycle Unit Sales – LiveWire defines Independent Retail Motorcycle Unit Sales as the number of new electric motorcycles sold at retail by Independent Retail Partners. These unit sales do not generate revenues for LiveWire but generate revenues for individual retail partners. The data source for electric motorcycle retail sales figures is new sales warranty and registration information provided by Independent Retail Partners and compiled by LiveWire. LiveWire must rely on information that its Independent Retail Partners supply concerning new retail sales, and LiveWire does not regularly verify the information that its independent retail partners supply. This information is subject to revision.

•Retail Motorcycle Unit Sales – LiveWire defines retail motorcycle unit sales as the sum of Company Retail Motorcycle Unit Sales and Independent Retail Motorcycle Unit Sales.

•Company-owned dealership – Dealership owned and operated by LiveWire to sell electric motorcycles, related products, and services.

•Independent Retail Partners (Electric Motorcycles) – Independent Retail Partners as used with Electric Motorcycles are dealers owned and operated by independent entities under contract with LiveWire to sell LiveWire electric motorcycles, related products, and services.

•Electric Balance Bike and Electric Bike Unit Sales (STACYC) – LiveWire defines Electric Balance Bike and Electric Bike Unit Sales as the number of electric balance bikes and pedal assist electric bikes sold by LiveWire for which LiveWire recognized revenue during the period.

•Independent Retail Partners (STACYC) – Independent Retail Partners as used with STACYC are independent entities under contract with STACYC to sell electric balance bikes, electric bikes and related products, and services.

2728

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

Three months ended

~~Six~~Nine months ended

June 30,2025

June 30,2024

June 30,2025

June 30,2024

September 30,2025

September 30,2024

September 30,2025

September 30,2024

Wholesale Motorcycle Unit Sales (1)

47180

~~111~~77

79259

~~203~~280

Company Retail Motorcycle Unit Sales

4722

913

7294

Total LiveWire Motorcycle Unit Sales

55184

~~158~~99

88272

~~275~~374

Retail Motorcycle Unit Sales:

Company Retail Motorcycle Unit Sales (1)(2)

4722

913

7294

Independent Retail Partners (3)

~~100~~230

~~111~~104

~~171~~391

~~242~~348

Total Retail Motorcycle Unit Sales

~~108~~234

~~158~~126

~~180~~404

~~314~~442

Electric Balance Bike and Electric Bike Unit Sales:

3,~~410~~928

3,~~792~~235

59,~~355~~283

69,~~134~~369

International

1,~~462~~877

33207

13,~~487~~364

~~623~~830

Total Electric Balance Bike and Electric Bike Unit Sales

45,~~872~~805

3,~~825~~442

612,~~842~~647

610,~~757~~199

(1) Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers. International unit sales prior to November 5, 2024 are reflected as Company Retail Motorcycle Unit Sales, while international unit sales after November 5, 2024 are reflected as Wholesale Motorcycle Unit Sales.

(2) Data source for Company Retail Motorcycle Unit Sales figures shown above is LiveWire’s records.

(3) Data source for Independent Retail Motorcycle Unit Sales figures shown above is new sales warranty and registration information provided by retail partners and compiled by LiveWire. LiveWire must rely on information that its Independent Retail Partners supply concerning new retail sales, and LiveWire does not regularly verify the information that its Independent Retail Partners supply. This information is subject to revision.

The following table details the number of retail partners:

	As of	As of
	June 30, 2025	December 31, 2024
	September 30, 2025	December 31, 2024
Electric Motorcycles
Company-owned dealership	1	1
Independent Retail Partners	9190	88
Total Electric Motorcycles Retail Partners	9291	89
STACYC
Independent Retail Partners:
U.S.	2,~~054~~062	2,041
International (1)	813	151
Total STACYC Independent Retail Partners	2,~~062~~075	2,192

(1) In May 2025, STACYC moved to a distributor model in Canada whereby the previous independent retail partners are now contracted through STACYC’s distributor.

The Electric Motorcycles independent retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles. LiveWire intends to grow this network as it expands its distribution capabilities.

2829

LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance. Wholesale Motorcycle Unit Sales and Company Retail Motorcycle Unit Sales are key drivers of revenue and operating results for the Electric Motorcycles segment. Retail Motorcycle Unit Sales made through both the Company-owned dealership and Independent Retail Partners are a key measure of consumer demand and market share for LiveWire’s electric motorcycles. Total Electric Balance Bike and Electric Bike Unit Sales is a key driver of revenue and profit for STACYC.

Results of Operations

The following table presents consolidated results of operations for the three months ended ~~June~~September 30, 2025 and 2024 (in thousands):

	Three months ended
	June 30,2025		June 30,2024		$ Change		% Change
	September 30,2025		September 30,2024		$ Change		% Change
Operating loss from Electric Motorcycles	$	(18,~~003~~399)	$	(2625,~~796~~015)	$	86,~~793~~616	3226.84	%
Operating loss from STACYC	(~~261~~413)		(1,~~369~~510)		1,~~108~~097		8072.96	%
Operating loss	(18,~~264~~812)		(2826,~~165~~525)		97,~~901~~713		3529.21	%
Interest income	~~333~~165		1,~~596~~252		(1,~~263~~087)		(7986.18)	%
Change in fair value of warrant liabilities	(~~905~~656)		12,~~792~~581		(23,~~697~~237)		(~~150~~125.54)	%
Loss before income taxes	(1819,~~836~~303)		(2422,~~777~~692)		53,~~941~~389		2414.09	%
Income tax (benefit) provision	(10)		28		(38)		(135.7)	%
Income tax provision	92		2		90		4,500.0	%
Net loss	(1819,~~826~~395)		(2422,~~805~~694)		53,~~979~~299		2414.15	%
Other comprehensive loss:
Foreign currency translation adjustments	(41)		~~(6)~~5		2(6)		33(120.30)	%
Comprehensive loss	$	(1819,~~830~~396)	$	(2422,~~811~~689)	$	53,~~981~~293	2414.15	%
Net loss per share, basic and diluted	$	(0.0910)	$	(0.1211)	$	0.0301	259.01	%

Operating Loss

The Company reported an operating loss of $18,~~264~~812 thousand for the three months ended ~~June~~September 30, 2025 compared to an operating loss of $2826,~~165~~525 thousand for the three months ended ~~June~~September 30, 2024. The Electric Motorcycles segment reported an operating loss of $18,~~003~~399 thousand for the three months ended ~~June~~September 30, 2025 compared to an operating loss of $2625,~~796~~015 thousand for the three months ended ~~June~~September 30, 2024. The STACYC segment reported operating loss of $~~261~~413 thousand for the three months ended ~~June~~September 30, 2025 compared to operating loss of $1,~~369~~510 thousand for the three months ended ~~June~~September 30, 2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Interest Income

Interest income for the three months ended ~~June~~September 30, 2025 was $~~333~~165 thousand compared to interest income of $1,~~596~~252 thousand for the three months ended ~~June~~September 30, 2024. The decrease was primarily driven by the decrease in the balance of money market funds at ~~June~~September 30, 2025 as compared to the prior year. The Company had investments of $175,000 thousand and $~~105~~80,000 thousand in money market funds as of ~~June~~September 30, 2025 and ~~June~~September 30, 2024, respectively.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities for the three months ended ~~June~~September 30, 2025 was a loss of $~~905~~656 thousand compared to income of $12,~~792~~581 thousand for the three months ended ~~June~~September 30, 2024. The loss recognized was due to the increase in the estimated fair value due to fluctuations in the market price of the warrants during the three months ended ~~June~~September 30, 2025. The income recognized in the prior year was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants during the three months ended ~~June~~September 30, 2024. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.

Income Tax (Benefit) Provision

The income tax benefit for the three months ended June 30, 2025 was $10 thousand, as compared to an income tax provision of $28 thousand for the three months ended June 30, 2024. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.

Income Tax Provision

The income tax provision for the three months ended September 30, 2025 was $92 thousand as compared to $2 thousand for the three months ended September 30, 2024. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.

Segment Results

Electric Motorcycles

The following table presents consolidated results of operations for the Electric Motorcycles segment for the three months ended ~~June~~September 30, 2025 and 2024 (in thousands):

Three months ended

June 30,2025

June 30,2024

$ Change

% Change

September 30,2025

September 30,2024

$ Change

% Change

Revenue:

Electric motorcycles

~~627~~578

21,~~367~~096

(~~1,740~~518)

(7347.53)

Parts, accessories and apparel

~~215~~392

63113

~~152~~279

~~241~~246.39

Revenue, net

~~842~~970

21,~~430~~209

(~~1,588~~239)

(6519.38)

Cost of goods sold

25,~~379~~604

53,~~756~~701

(31,~~377)~~903

~~(58~~51.7)4

Gross profit

(14,~~537~~634)

(32,~~326~~492)

1(2,~~789~~142)

53(86.80)

Operating expenses:

Selling, administrative and engineering expense

1613,~~466~~765

2322,~~470~~523

(78,~~004~~758)

(2938.89)

Operating loss

(18,~~003~~399)

(2625,~~796~~015)

86,~~793~~616

3226.84

Revenue

Revenue for the three months ended ~~June~~September 30, 2025 decreased by $~~1,588~~239 thousand, or 6519.38%, to $~~842~~970 thousand from $21,~~430~~209 thousand for the three months ended ~~June~~September 30, 2024. ~~The~~While ~~decrease~~unit sales increased 85.9% from 99 units in ~~revenue~~the ~~was~~three ~~primarily~~months ~~driven~~ended September 30, 2024 to 184 units in the three months ended September 30, 2025, this increase was offset by new incentives announced during the ~~decrease~~third quarter of 2025, including the Twist & Go Promotion. These incentives resulted in ~~unit~~decreases ~~sales~~to revenue of ~~65.2%~~$1,086 ~~from~~thousand ~~158~~related ~~units~~to unit sales in the three months ended ~~June~~September 30, ~~2024~~2025 and $982 thousand related to 55previously ~~units~~recognized revenue in the three months ended ~~June~~September 30, 2025. The decrease in electric motorcycles revenue was offset by an increase in parts, accessories and apparel revenue of $279 thousand.

Cost of Goods Sold

Cost of goods sold for the three months ended ~~June~~September 30, 2025 ~~decreased~~increased by $31,~~377~~903 thousand, or 5851.74%, to $25,~~379~~604 thousand from $53,~~756~~701 thousand for the three months ended ~~June~~September 30, 2024. Cost of sales for the three months ended ~~June~~September 30, 2025 ~~decreased~~increased over the three months ended ~~June~~September 30, 2024 due to ~~decreased~~increased unit sales ~~units as discussed above~~ and ~~lower~~increased ~~net~~parts, ~~realizable~~accessories ~~value~~ and ~~other~~apparel ~~reserve~~revenue ~~adjustments~~as ofdiscussed ~~$1,411~~above ~~thousand on lower purchases~~ during the three months ended ~~June~~September 30, 2025.

Selling, Administrative and Engineering Expense

Selling, administrative and engineering expense for the three months ended ~~June~~September 30, 2025 decreased by $78,~~004~~758 thousand, or 2938.89%, to $1613,~~466~~765 thousand from $2322,~~470~~523 thousand for the three months ended ~~June~~September 30, 2024. The decrease was primarily driven by cost reduction activities initiated in 2024, including $34,~~548~~872 thousand decrease in personnel costs primarily from headcount reductions, ~~in 2024 and~~ $~~1,085~~938 thousand reduction in fees paid to H-D for services under the new master services arrangement, and other reductions related to the movement of LiveWire Labs from California to Milwaukee, Wisconsin in the three months ended ~~June~~September 30, 2025 compared to ~~June~~the three months ended September 30, 2024. Additionally, depreciation expense decreased by $~~729~~396 thousand in the three months ended ~~June~~September 30, 2025 compared to the three months ended ~~June~~September 30, 2024 primarily driven by accelerated depreciation recorded in 2024 on leasehold improvement related to LiveWire Labs resulting from the move from Mountain View, California to Milwaukee, Wisconsin.

Related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount announced in the second quarter of 2024, the Company recorded $2,544 thousand of expense in the three months ended June 30, 2024 related to employee termination benefits and other costs. The Company also recognized a noncash reduction in stock compensation expense of $2,294 thousand during the three months ended June 30, 2024 resulting from forfeitures of awards related to employees who terminated during the third quarter 2024.

Related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount announced in the second quarter of 2024, the Company recorded $2,125 thousand of expense in the three months ended September 30, 2024 related to employee termination benefits and other costs. The Company also recognized a noncash reduction in stock compensation expense of $730 thousand during the three months ended September 30, 2024 resulting from forfeitures of awards related to employees who terminated during the third quarter 2024.

STACYC

The following table presents consolidated results of operations for the STACYC segment for the three months ended ~~June~~September 30, 2025 and 2024 (in thousands):

Three months ended

June 30,2025

June 30,2024

$ Change

% Change

September 30,2025

September 30,2024

$ Change

% Change

Revenue:

Electric balance bikes and electric bikes

3,~~619~~855

2,~~924~~398

~~695~~1,457

2360.8

Parts, accessories and apparel

~~1,412~~876

~~1,095~~838

~~317~~38

284.95

Revenue, net

54,~~031~~731

43,~~019~~236

1,~~012~~495

2546.2

Cost of goods sold

2,~~945~~998

2,~~475~~264

~~470~~734

1932.04

Gross profit

21,~~086~~733

~~1,544~~972

~~542~~761

3578.13

Operating expenses:

Selling, administrative and engineering expense

2,~~347~~146

2,~~913~~482

(~~566~~336)

(1913.45)

Operating income (loss)

(~~261~~413)

(1,~~369~~510)

1,~~108~~097

8072.96

Revenue

Revenue for the three months ended ~~June~~September 30, 2025 increased by $1,~~012~~495 thousand, or 2546.2%, to $54,~~031~~731 thousand from $43,~~019~~236 thousand for the three months ended ~~June~~September 30, 2024. The increase in revenue of $1,~~012~~495 thousand was primarily driven by a $1,~~126~~363 thousand increase infrom ~~electric~~higher ~~balance~~volumes ~~bikes~~due ~~and~~to ~~electric~~new ~~bikes~~products ~~revenue~~and ~~due~~new tomarkets, and higher shipment volumes, primarily to our ~~independent~~third party distributors, ~~an increase of $317 thousand~~ in ~~parts, accessories and apparel revenue, offset by a $431 thousand reduction due to pricing in~~ the three months ended ~~June~~ September 30, 2025.

Cost of Goods Sold

Cost of goods sold for the three months ended ~~June~~September 30, 2025 increased by $~~470~~734 thousand, or 1932.04%, to $2,~~945~~998 thousand from $2,~~475~~264 thousand for the three months ended ~~June~~September 30, 2024. The increase was ~~primarily~~driven ~~due~~by tothe ~~higher~~increased volumes indescribed ~~alignment~~above ~~with~~offset ~~the~~by ~~increased~~product ~~revenue~~mix ~~described~~and ~~above~~lower fulfillment costs.

Selling, Administrative and Engineering Expense

Selling, administrative and engineering expense for the three months ended ~~June~~September 30, 2025 decreased by $~~566~~336 thousand, or 1913.45%, to $2,~~347~~146 thousand from $2,~~913~~482 thousand for the three months ended ~~June~~September 30, 2024. The decrease was primarily due to lower marketing expenses of $~~275~~215 thousand in the three months ended ~~June~~September 30, 2025.

Results of Operations

The following table presents consolidated results of operations for the ~~six~~nine months ended ~~June~~September 30, 2025 and ~~June~~September 30, 2024 (in thousands):

	Six months ended
	Nine months ended
	June 30,2025		June 30,2024		$ Change		% Change
	September 30,2025		September 30,2024		$ Change		% Change
Operating loss from Electric Motorcycles	$	(3755,~~356~~755)	$	(5580,~~803~~818)	$	1825,~~447~~063	3331.10	%
Operating loss from STACYC	(1,~~574~~987)		(24,~~784~~294)		12,~~210~~307		4353.57	%
Operating loss	(3857,~~930~~742)		(5885,~~587~~112)		1927,~~657~~370		3332.62	%
Interest income	~~837~~1,002		34,~~612~~864		(23,~~775~~862)		(7679.84)	%
Change in fair value of warrant liabilities	—(656)		69,~~550~~131		(69,~~550~~787)		(~~100~~107.02)	%
Loss before income taxes	(3857,~~093~~396)		(4871,~~425~~117)		1013,~~332~~721		2119.3	%
Income tax provision	496		2426		~~(20)~~70		~~(83~~269.3)2	%
Net loss	(3857,~~097~~492)		(4871,~~449~~143)		1013,~~352~~651		2119.42	%
Other comprehensive loss:
Foreign currency translation adjustments	(1920)		(2419)		5(1)		205.83	%
Comprehensive loss	$	(3857,~~116~~512)	$	(4871,~~473~~162)	$	1013,~~357~~650	2119.42	%
Net loss per share, basic and diluted	$	(0.1928)	$	(0.2435)	$	0.0507	20.80	%

Operating Loss

The Company reported an operating loss of $3857,~~930~~742 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to an operating loss of $5885,~~587~~112 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The Electric Motorcycles segment reported an operating loss of $3755,~~356~~755 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to an operating loss of $5580,~~803~~818 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The STACYC segment reported an operating loss of $1,~~574~~987 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to operating loss of $24,~~784~~294 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Interest Income

Interest income for the ~~six~~nine months ended ~~June~~September 30, 2025 was $~~837~~1,002 thousand compared to interest income of $34,~~612~~864 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was primarily driven by the decrease in the balance of money market funds at ~~June~~September 30, 2025 as compared to the prior year. The Company had investments of $175,000 thousand and $~~105~~80,000 thousand in money market funds as of ~~June~~September 30, 2025 and ~~June~~September 30, 2024, respectively.

Change in Fair Value of Warrant Liabilities

Change in fair value of warrant liabilities for the ~~six~~nine months ended ~~June~~September 30, 2025 was ~~zero~~a loss of $656 thousand compared to income of $69,~~550~~131 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The loss recognized was due to the increase in the estimated fair value due to fluctuations in the market price of the warrants ~~was~~during the ~~same~~nine atmonths ~~June 30,~~ended ~~2025~~September ~~as December 31~~30, ~~2024~~2025. The income recognized in the prior year was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants during the ~~six~~nine months ended ~~June~~September 30, 2024. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.

Income Tax Provision

The income tax provision for the ~~six~~nine months ended ~~June~~September 30, 2025 was $496 thousand compared to $2426 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.

Electric Motorcycles

The following table presents consolidated results of operations for the Electric Motorcycles segment for the ~~six~~nine months ended ~~June~~September 30, 2025 and ~~six~~nine months ended ~~June~~September 30, 2024 (in thousands):

Six months ended

Nine months ended

June 30,2025

June 30,2024

$ Change

% Change

September 30,2025

September 30,2024

$ Change

% Change

Revenue:

Electric motorcycles

~~768~~1,347

34,~~374~~470

(23,~~606~~123)

(7769.29)

Parts, accessories and apparel

~~493~~884

~~300~~413

~~193~~471

64114.30

Revenue, net

12,~~261~~231

34,~~674~~883

(2,~~413~~652)

(6554.73)

Cost of goods sold

511,~~779~~383

1215,~~227~~928

(64,~~448~~545)

(5228.75)

Gross profit

(49,~~518~~152)

(811,~~553~~045)

41,~~035~~893

4717.21

Operating expenses:

Selling, administrative and engineering expense

3246,~~838~~603

4769,~~250~~773

(1423,~~412~~170)

(3033.52)

Operating loss

(3755,~~356~~755)

(5580,~~803~~818)

1825,~~447~~063

3331.10

Revenue

Revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 decreased by $2,~~413~~652 thousand, or 6554.73%, to $12,~~261~~231 thousand from $34,~~674~~883 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease in revenue was primarily driven by the decrease in unit sales of 6827.03% from ~~275~~374 units in the ~~six~~nine months ended ~~June~~September 30, 2024 to 88272 units in the ~~six~~nine months ended ~~June~~September 30, 2025 and the new incentives announced during the third quarter 2025, including the Twist & Go Promotion, resulting in decreases to revenue of $1,171 thousand related to unit sales in the nine months ended September 30, 2025 and $897 thousand related to previously recognized during the nine months ended September 30, 2025. This decrease was partially offset by parts, accessories and apparel revenue increasing $471 thousand from $413 thousand in the nine months ended September 30, 2024 to $884 thousand in the nine months ended September 30, 2025.

Cost of Goods Sold

Cost of goods sold for the ~~six~~nine months ended ~~June~~September 30, 2025 decreased by $64,~~448~~545 thousand, or 5228.75%, to $511,~~779~~383 thousand from $1215,~~227~~928 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The decreases were primarily due to lower shipments of electric motorcycles, in alignment with the decreased revenue described above, lower net realizable value and other reserve adjustments of $2,~~821~~174 thousand on lower purchases during the ~~six~~nine months ended ~~June~~September 30, 2025 offset by increased depreciation expense of $1,~~501~~563 thousand primarily from accelerated depreciation on certain tools being replaced as part of the Company’s cost reduction activities.

Selling, Administrative and Engineering Expense

Selling, administrative and engineering expense for the ~~six~~nine months ended ~~June~~September 30, 2025 decreased by $1423,~~412~~170 thousand, or 3033.52%, to $3246,~~838~~603 thousand from $4769,~~250~~773 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was primarily driven by cost reduction activities ~~initiated in 2024~~, including $813,~~258~~130 thousand decrease in personnel costs primarily from headcount reductions in 2024, ~~and~~ $23,~~288~~226 thousand reduction in fees paid to H-D for services under the new master services arrangement, $619 thousand decrease in travel expense, and other reductions related to the movement of LiveWire Labs from California to Milwaukee, Wisconsin in 2024 in the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024. Additionally, depreciation expense decreased by $~~827~~1,223 thousand in the ~~six~~nine months ended ~~June~~September 30, 2025 compared to the ~~six~~nine months ended ~~June~~September 30, 2024 primarily driven by accelerated depreciation recorded in 2024 on leasehold improvement related to LiveWire Labs resulting from the move from Mountain View, California to Milwaukee, Wisconsin.

Related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount announced in the second quarter of 2024, the Company recorded $24,~~544~~669 thousand of expense in the ~~six~~nine months ended ~~June~~September 30, 2024 related to employee termination benefits and other costs. The Company also recognized a noncash reduction in stock compensation expense of $23,~~294~~024 thousand during the ~~six~~nine months ended ~~June~~September 30, 2024 resulting from forfeitures of awards related to employees who terminated during the second and third ~~quarter~~quarters of 2024.

STACYC

The following table presents consolidated results of operations for the STACYC segment for the ~~six~~nine months ended ~~June~~September 30, 2025 and ~~six~~nine months ended ~~June~~September 30, 2024 (in thousands):

Six months ended

Nine months ended

June 30,2025

June 30,2024

$ Change

% Change

September 30,2025

September 30,2024

$ Change

% Change

Revenue:

Electric balance bikes and electric bikes

59,~~298~~153

57,~~540~~938

~~(242)~~1,215

(415.4)3

Parts, accessories and apparel

2,~~057~~933

23,~~213~~051

(~~156~~118)

(73.09)

Revenue, net

712,~~355~~086

710,~~753~~989

~~(398)~~1,097

(510.1)0

Cost of goods sold

47,~~456~~454

57,~~109~~373

~~(653)~~81

~~(12~~1.8)1

Gross profit

24,~~899~~632

23,~~644~~616

~~255~~1,016

928.61

Operating expenses:

Selling, administrative and engineering expense

46,~~473~~619

57,~~428~~910

(~~955~~1,291)

(1716.63)

Operating income (loss)

(1,~~574~~987)

(24,~~784~~294)

12,~~210~~307

4353.57

Revenue

Revenue for the ~~six~~nine months ended ~~June~~September 30, 2025 ~~decreased~~increased by $~~398~~1,097 thousand, or 510.10%, to $712,~~355~~086 thousand from $710,~~753~~989 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~decrease~~increase in revenue of $~~398~~1,097 thousand was ~~primarily~~ driven by a $242 thousand reduction in electric balance bikes and electric bikes revenue from lower product pricing and promotions of $862 thousand offset by higher shipment volumes of $620 thousand resulting from new products and entering into new markets in the six months ended June 30, 2025. Additionally, parts, accessories and apparel revenue decreased $156 thousand in the six months ended June 30, 2025.

$1,832 thousand increase from higher volumes due to new products and new markets, and higher shipment volumes to our third party distributors, offset by a reduction in electric balance bikes and electric bikes revenue from lower product pricing and promotions of $617 thousand. The increase in electric balance bikes and electric bikes revenue was offset by a decrease of $118 thousand in parts, accessories and apparel revenue in the nine months ended September 30, 2025.

Cost of Goods Sold

Cost of goods sold for the ~~six~~nine months ended ~~June~~September 30, 2025 ~~decreased~~increased by $~~653~~81 thousand, or 121.81%, to $47,~~456~~454 thousand from $57,~~109~~373 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~decrease~~increase was ~~primarily~~in ~~due~~alignment towith the ~~product~~increased ~~mix~~volumes indescribed ~~alignment~~above ~~with~~offset ~~the~~by ~~decreased~~product ~~revenue~~mix ~~described~~and ~~above~~lower fulfillment costs.

Selling, Administrative and Engineering Expense

Selling, administrative and engineering expense for the ~~six~~nine months ended ~~June~~September 30, 2025 decreased by $~~955~~1,291 thousand, or 1716.63%, to $46,~~473~~619 thousand from $57,~~428~~910 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease was primarily due to lower marketing expense of $~~594~~808 thousand in the ~~six~~nine months ended ~~June~~September 30, 2025.

Other Matters

Commitments and Contingencies

The Company is subject to lawsuits and other claims related to product, commercial, supplier, employee, environmental and other matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. Refer to Note 10, Commitments and Contingencies, in the consolidated financial statements for a discussion of the Company's commitments and contingencies.

Liquidity and Capital Resources

As of ~~June~~September 30, 2025 and December 31, 2024, LiveWire’s cash and cash equivalents were $2916,~~316~~324 thousand and $64,437 thousand, respectively.

As an early growth company, LiveWire does not expect to generate positive cash flow from operations over the next twelve months. Prior to the Business Combination, H-D supported LiveWire’s operating, investing and financing activities. Following the Business Combination, LiveWire received net proceeds of approximately $293.7 million. asThe ~~more~~Company ~~fully~~also ~~described~~assumed ~~below~~the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7 to the consolidated financial statements, Warrant Liabilities.

OnIn ~~September~~the ~~26,~~event ~~2022~~of the exercise of any of Warrants for cash, LiveWire ~~consummated~~will receive the ~~Business~~proceeds ~~Combination~~from ~~with~~such ~~ABIC~~exercise. ~~resulting~~Assuming the exercise in ~~net~~full ~~proceeds~~of all of Warrants for cash, LiveWire would receive an aggregate of approximately $~~293~~349.72 million., ~~The~~but ~~Company~~would ~~also~~not ~~assumed~~receive any proceeds from the ~~Public~~sale of the shares of Common Stock issuable upon such exercise. To the extent any of the Warrants are exercised on a “cashless basis,” LiveWire will not receive any proceeds upon such exercise. LiveWire expects to use any proceeds it receives from Warrant exercises for general corporate and ~~Private~~working capital purposes, which would increase its liquidity. LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon ~~consummation~~the trading price of its Common Stock. As of September 30, 2025, the ~~Business~~reported ~~Combination~~sales price of Common Stock was $4.75 ~~See~~per ~~further~~share. ~~detail~~If the trading price of Common Stock is less than the $11.50 exercise price per share of the Warrants, LiveWire expects that warrant holders will not exercise their Warrants. There is no guarantee the Warrants will be in ~~Note~~the 7money following the time they become exercisable and prior to their expiration, and as such, the ~~consolidated~~Warrants ~~financial~~may ~~statements~~expire worthless and LiveWire may receive no proceeds from the exercise of Warrants. As a result, LiveWire does not expect to rely on the cash exercise of Warrants to fund its operations and LiveWire does not believe that it needs such proceeds to support working capital and capital expenditure requirements for the next twelve months. LiveWire will continue to evaluate the probability of Warrant ~~Liabilities~~exercises and the merit of including potential cash proceeds from the exercise of the Warrants in its future liquidity projections. LiveWire instead currently expects to rely on the sources of funding described below, if available on reasonable terms or at all.

InOn ~~the~~February ~~event~~14, of2024, the ~~exercise~~Company ofentered ~~any~~into ofa ~~Warrants~~Convertible ~~for~~Delayed ~~cash,~~Draw ~~LiveWire~~Term ~~will~~Loan ~~receive~~Agreement (the ~~proceeds~~“Convertible ~~from~~Term ~~such~~Loan”) ~~exercise.~~with ~~Assuming~~H-D ~~the~~providing ~~exercise~~for interm ~~full~~loans offrom ~~all~~H-D ofto ~~Warrants~~the ~~for~~Company ~~cash,~~in ~~LiveWire~~one ~~would~~or ~~receive~~more advances up to an aggregate ofprincipal ~~approximately~~amount of $~~349~~100.2 0 million,. ~~but~~The ~~would~~outstanding ~~not~~principal ~~receive~~under ~~any~~the ~~proceeds~~Convertible ~~from~~Term ~~the~~Loan ~~sale~~bears interest at a floating rate per annum, as calculated by H-D as of the ~~shares~~date of ~~Common~~each ~~Stock~~advance ~~issuable~~and ~~upon~~as ~~such~~of ~~exercise.~~each ToJune ~~the~~1 ~~extent~~and ~~any~~December of1 thereafter, equal to the ~~Warrants~~sum ~~are~~of ~~exercised~~(i) onthe aforward-looking ~~“cashless~~term ~~basis,”~~rate ~~LiveWire~~based ~~will~~on ~~not~~SOFR ~~receive~~(i.e., ~~any~~the ~~proceeds~~secured ~~upon~~overnight ~~such~~financing ~~exercise.~~rate ~~LiveWire~~published ~~expects~~by tothe ~~use~~Federal ~~any~~Reserve ~~proceeds~~Bank itof ~~receives~~New ~~from~~York ~~Warrant~~(or ~~exercises~~a ~~for~~successor ~~general~~administrator ~~corporate~~of ~~and~~the ~~working~~secured ~~capital~~overnight ~~purposes,~~financing ~~which~~rate)) ~~would~~for ~~increase~~a ~~its~~6-month ~~liquidity.~~interest ~~LiveWire~~period, ~~believes~~plus ~~the~~(ii) ~~likelihood~~4.00%. ~~that~~The ~~warrant~~Company ~~holders~~may ~~will~~elect ~~exercise~~to ~~their~~pay ~~Warrants,~~up ~~and~~to ~~therefore~~100% of the amount of ~~cash~~any ~~proceeds~~interest ~~LiveWire~~due ~~would~~by ~~receive,~~increasing isthe ~~dependent~~outstanding ~~upon~~principal amount of the ~~trading~~applicable ~~price~~advance. The ofConvertible ~~its~~Term ~~Common~~Loan ~~Stock.~~does Asnot ofinclude ~~June 30,~~affirmative ~~2025,~~covenants impacting the ~~reported~~operations ~~sales~~of ~~price~~the ofCompany. ~~Common~~The ~~Stock~~Convertible ~~was~~Term ~~$4.60~~Loan ~~per~~includes ~~share.~~negative Ifcovenants restricting the ~~trading~~ability ~~price~~ of ~~Common~~the ~~Stock~~Company isto ~~less~~incur ~~than~~indebtedness, ~~the~~create ~~$11.50~~liens, ~~exercise~~sell ~~price~~assets, ~~per~~make ~~share~~investments, ofmake ~~the~~fundamental ~~Warrants~~changes, ~~LiveWire~~make ~~expects~~dividends ~~that~~or ~~warrant~~other ~~holders~~restricted ~~will~~payments ~~not~~and ~~exercise~~enter ~~their~~into ~~Warrants~~affiliate transactions. ~~There~~The isConvertible noTerm ~~guarantee~~Loan has a maturity date of the ~~Warrants~~earlier ~~will~~of be(i) in24 months from the ~~money~~date ~~following~~of the ~~time~~first ~~they~~draw ~~become~~on ~~exercisable~~the ~~and~~loan ~~prior~~or to(ii) ~~their~~October ~~expiration~~31, ~~and~~2026. asAs ~~such~~of September 30, ~~the~~2025, ~~Warrants~~LiveWire ~~may~~has ~~expire~~not ~~worthless~~drawn on the loan and ~~LiveWire~~therefore ~~may~~the ~~receive~~maturity nodate ~~proceeds~~is ~~from~~October 31, 2026 (“Maturity Date”) and the ~~exercise~~Company remained in compliance with all of ~~Warrants~~the existing covenants. AsThe aConvertible ~~result,~~Term ~~LiveWire~~Loan ~~does~~contains ~~not~~a ~~expect~~provision tothat ~~rely~~provides onfor ~~the~~H-D ~~cash~~to ~~exercise~~convert ofamounts ~~Warrants~~outstanding to ~~fund~~equity ~~its~~at ~~operations~~the ~~and~~Maturity ~~LiveWire~~Date ~~does~~if, ~~not~~on ~~believe~~the ~~that~~Maturity itDate, ~~needs~~H-D ~~such~~determines, ~~proceeds~~acting toreasonably ~~support~~and ~~working~~in ~~capital~~good ~~and~~faith, ~~capital~~that ~~expenditure~~the ~~requirements~~Company ~~for~~does not have the ~~next~~financial ~~twelve~~wherewithal ~~months~~to repay all amounts outstanding. ~~LiveWire~~If ~~will~~H-D ~~continue~~determines to ~~evaluate~~convert the ~~probability~~amounts ofoutstanding ~~Warrant~~to ~~exercises~~equity ~~and~~at the ~~merit~~Maturity ofDate, ~~including~~the ~~potential~~Convertible ~~cash~~Term ~~proceeds~~Loan ~~from~~provides ~~the~~that ~~exercise~~outstanding amounts will be converted to equity of the ~~Warrants~~Company inat ~~its~~a ~~future~~conversion ~~liquidity~~price ~~projections.~~per ~~LiveWire~~share ~~instead~~of ~~currently~~common ~~expects~~stock of the Company equal to ~~rely~~90% onof the ~~sources~~volume weighted average price per share of ~~funding~~Common ~~described~~Stock ~~below,~~for ifthe ~~available~~30 ontrading ~~reasonable~~days ~~terms~~immediately orpreceding atthe ~~all~~conversion date.

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. As of June 30, 2025, LiveWire has not drawn on the loan and therefore the maturity date is October 31, 2026 (“Maturity Date”). 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 June 30, 2025, there were no amounts outstanding under the Convertible Term Loan and the Company remained in compliance with all of the existing covenants.

~~Management~~On ~~believes~~November ~~that~~9, ~~cash~~2025, onthe ~~hand~~Company entered into an Amended and Restated Delayed Draw Term Loan Agreement (the ~~available~~“Term ~~borrowings~~Loans”) ~~under~~with H-D, which amended the Convertible Term Loan. ~~will~~The ~~provide~~Term ~~sufficient~~Loan ~~liquidity~~provides tothe ~~meet~~Company ~~LiveWire’s~~with ~~projected~~access ~~obligations,~~of ~~including~~up ~~those~~to ~~related~~$75.0 million to ~~existing~~be ~~contractual~~drawn ~~obligations~~by the Company between November 17, ~~for~~2025 atand ~~least~~December ~~the~~15, ~~next~~2025. ~~twelve~~The ~~months~~Company intends to draw the full $75.0 Asmillion ~~discussed~~prior ~~above~~to or on December 15, ~~any~~2025. ~~amounts~~The ~~borrowed~~maturity ~~under~~date of the ~~Convertible~~amount outstanding under the Term Loan, ~~would~~including ~~have~~interest, ais ~~maturity~~December ~~date~~15, of2027 ~~October~~(“Term ~~31,~~Loan ~~2026~~Maturity Date”). The ~~Convertible~~Term Loan requires mandatory prepayment of the principal amount of the Term Loan ~~contains~~from athe ~~provision~~first ~~that~~$10.0 ~~provides~~million ~~for~~of ~~H-D~~net toATM ~~convert~~proceeds ~~amounts~~(defined ~~outstanding~~as togross ~~equity~~ATM atproceeds less offering costs) from the funding of the Term Loan through the Term Loan Maturity Date. ifNo 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 ~~determines~~as of November 14, ~~acting~~2025 ~~reasonably~~as of the date of funding of the Term Loan and inas ~~good~~of ~~faith~~each June 1 and December 1 thereafter, ~~that~~equal to the ~~Company~~sum ~~does~~of ~~not~~(i) ~~have~~the forward-looking term rate based on SOFR (i.e., the ~~financial~~secured ~~wherewithal~~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 ~~repay~~be ~~all~~paid ~~amounts~~in ~~outstanding~~full on the Term Loan Maturity Date. The ~~Company~~Term ~~continues~~Loan toincludes ~~explore~~negative ~~additional~~covenants ~~means~~restricting ~~for~~the ~~raising~~ability ~~capital~~of tothe ~~continue~~Company to ~~support~~incur ~~ongoing~~indebtedness, ~~operations~~create ~~and~~liens, ~~future~~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 will be collateralized by a security interest in substantially all of the assets of the Company.

On August 22, 2025, LiveWire entered into an At-The-Market ~~Company~~Issuance ~~plans~~Sales toAgreement ~~use~~with ~~its~~Mizuho ~~current~~Securities ~~cash~~USA onLLC, ~~hand~~as ~~and~~agent ~~available~~(the ~~funds~~“Agent”), under ~~the~~which ~~Convertible~~LiveWire ~~Term~~may ~~Loan~~offer and sell, from time to ~~support~~time at its ~~core~~sole ~~business~~discretion, ~~operations~~an ~~and~~aggregate ~~strategic~~gross ~~plan~~sale price of up to$50.0 million of shares of its common stock through the Agent (the “ATM Program”), ~~invest~~pursuant into ~~new~~an ~~product~~effective ~~development~~shelf registration statement on Form S-3 (Registration No. 333-289699), ~~and~~which ~~enhance~~was ~~its~~declared ~~global~~effective ~~distribution~~by ~~capabilities~~the SEC on August 21, 2025. LiveWire ~~expects~~filed ~~its~~a ~~capital~~prospectus ~~expenditures~~supplement ~~and~~with ~~working~~the ~~capital~~SEC ~~requirements~~on toAugust ~~increase~~22, 2025 in connection with the ~~future~~ATM Program. There were 251,246 asshares itof ~~grows~~common stock sold under the ~~business~~ATM Program in the three months ended September 30, ~~develops~~2025 ~~its~~for ~~customer~~an ~~support~~aggregate ~~and~~offering ~~marketing~~price ~~infrastructure~~of $1.3 million. Additional sales under this program are subject to market demand, outside of management’s control, and ~~expands~~subject ~~its~~to ~~product~~approval ~~development~~by ~~efforts~~the H-D Board of Directors as we are a controlled company. As described above, the Term Loan requires mandatory prepayment of the principal amount of the Term Loan from the first $10.0 million of net ATM proceeds (as defined in the Term Loan) from the funding of the Term Loan through the Term Loan Maturity Date.

~~The~~Management continues to assess the Company’s ~~material~~liquidity ~~contractual~~position ~~operating~~and ~~cash~~has ~~commitments~~the atflexibility ~~June 30~~to adjust spending as needed through cost reduction initiatives in order to preserve liquidity. At the same time, ~~2025~~the ~~relate~~Company continues to ~~leases~~explore ~~and~~additional ~~inventory~~means ~~purchase~~for ~~commitments.~~raising Incapital ~~addition~~to continue to support ongoing operations and future investments. Additionally, asthe aCompany ~~result~~continues ofto focus on the ~~Business~~development ~~Combination~~of ~~completed~~products that are profitable while reducing its use of cash. Based on ~~September~~its ~~26,~~current ~~2022~~plans and projections, ~~LiveWire~~the Company expects that its current resources will be ~~subject~~sufficient to ~~certain~~fund ~~payments~~its inongoing ~~the~~operations ~~event~~and ~~minimum~~capital ~~purchase~~expenditure ~~commitments~~requirements ~~under~~for at least the ~~Contract~~next ~~Manufacturing~~twelve ~~Agreement~~months ~~with~~from ~~H-D~~the ~~are~~issuance ~~not~~date ~~met~~of ~~beginning~~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 ~~year~~pace ~~2026~~and results of the Company’s product development and sales efforts, as well as timing and size of funds raised under the ATM Program or other financing vehicles.

The Company’s material contractual operating cash commitments at September 30, 2025 relate to leases and inventory purchase commitments. In addition, as a result of the Business Combination completed on September 26, 2022, LiveWire will be subject to certain payments in the event minimum purchase commitments under the Contract Manufacturing Agreement with H-D are not met beginning in the year 2026.

Cash Flow Activity

The following table presents condensed highlights from the Company’s consolidated statements of cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 (in thousands):

	Six months ended
	Nine months ended
	June 30,2025		June 30,2024
	September 30,2025		September 30,2024
Net cash used by operating activities	$	(3245,~~367~~648)	$	(4871,~~886~~990)
Net cash used by investing activities	(2,~~043~~778)		(56,~~080~~661)
Net cash used by financing activities	(759)		(927)
Net cash provided (used) by financing activities	279		(927)
Effect of exchange rate changes on cash and cash equivalents	4834		—116
Net change in cash and cash equivalents	$	(3548,~~121~~113)	$	(5479,~~893~~462)

The overall decrease in cash during the ~~six~~nine months ended ~~June~~September 30, 2025 was due primarily to cash used for operating activities, as described below.

Operating Activities

The Company had negative cash flow from operating activities during the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024. Net cash used by operating activities decreased by $1626,~~519~~342 thousand to $3245,~~367~~648 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to $4871,~~886~~990 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The decrease in cash flow used by operating activities was primarily driven by a decrease in net loss adjusted for non-cash items and a favorable change in Inventories and Accounts payable to related party offset by unfavorable changes in Accounts receivable, net, Accounts receivable from related party, ~~Other current assets,~~ and Accounts payable and accrued liabilities.

Investing Activities

Net cash used by investing activities decreased by $3,~~037~~883 thousand to $2,~~043~~778 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to $56,~~080~~661 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The ~~first~~nine ~~quarter~~months ofended September 30, 2024 reflected capital expenditures related to the ~~Mullholand~~Mulholland and Alpinista, which did not recur in 2025.

The Company expects to fund future cash flows used in investing activities with its current cash on hand, including the financing raised through the Business Combination, and available funds under the Convertible Term Loan. The Company estimates capital expenditures to be between $54 million and $105 million in 2025.

Financing Activities

Net cash provided (used) by financing activities ~~decreased~~was ~~by $168 thousand to~~ an ~~outflow~~inflow of $~~759~~279 thousand for the ~~six~~nine months ended ~~June~~September 30, 2025 compared to an outflow of $927 thousand for the ~~six~~nine months ended ~~June~~September 30, 2024. The cash ~~outflows~~inflow inwas ~~both~~driven ~~years~~by ~~are~~net ~~related~~proceeds toreceived from the ~~repurchase~~issuance of common stock toin ~~satisfy~~conjunction ~~withholding~~with ~~taxes~~the inCompany’s ~~connection~~ATM ~~with~~Program for the ~~vesting~~nine ofmonths ~~restricted~~ended ~~stock~~September ~~with~~30, ~~the~~2025. ~~decrease~~The cash outflow in the ~~six~~prior ~~months~~year ~~ended~~is ~~June 30,~~related ~~2025~~to ~~primarily~~the ~~driven~~repurchase byof ~~the~~common ~~decrease~~stock to satisfy withholding taxes in ~~share~~connection ~~price~~with ~~upon~~the vesting ~~compared~~of torestricted stock for the ~~prior~~nine ~~period~~months ended September 30, 2024.

Critical Accounting Policies and Estimates

There have been no changes to LiveWire’s critical accounting policies and estimates from those described under "Critical Accounting Policies and Estimates" in the Management's Discussion and Analysis of Financial Condition and Results of Operations of the Annual Report on Form 10-K for the year ended December 31, 2024.

Emerging Growth Company Status

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

LiveWire is an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare LiveWire’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

New Accounting Standards Issued But Not Yet Adopted

For a discussion of recent accounting pronouncements, see Note 2, New Accounting Standards, in the consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of ~~June~~September 30, 2025, the Company’s cash and cash equivalents amounted to $2916,~~316~~324 thousand. The Company manages its liquidity risk by effectively managing its working capital, capital expenditures and cash flows.

Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of accounts receivable. The Company limits its credit risk with respect to accounts receivable by performing credit evaluations and requiring collateral to secure amounts owed to the Company by its customers, each when deemed necessary.

Inflationary factors, such as cost increases for logistics, manufacturing, raw materials and purchased components, may adversely affect the Company’s operating results. Although the Company does not believe inflation has had a material impact on its financial condition given its lower production volumes, a high rate of inflation in the future may have an adverse effect on the Company’s ability to maintain and increase its gross margin or decrease its operating expenses as a percentage of its revenues if the selling prices of its products do not increase as much or more than its increase in costs.

The Company may also be exposed to possible disruption of supply or shortage of materials, including, but not limited to, lithium-ion battery cells and key semiconductor chip components necessary for electric vehicles, and any inability to purchase raw materials and components could negatively impact the Company’s operations.

The Company sells its electric balance bikes, electric bikes, and electric motorcycles and related products internationally, and in most markets, those sales are made in the foreign country’s local currency. As a result, the Company’s operating results are affected by fluctuations in the values of the U.S. dollar relative to foreign currencies, however, the impact of such fluctuations on the Company’s operations to date are not material given the majority of the Company’s sales are currently in the U.S. The Company plans to expand its business and operations internationally and expects its exposure to currency rate risk to increase as it grows its international presence.

Item 4. Controls and Procedures

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating the Company’s 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 the 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

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Company’s principal executive officer and principal financial officer have concluded that the disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting, as identified in connection with the evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that occurred during the quarter ended ~~June~~September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information required under this Item 1 of Part II is contained in Item 1 of Part I of this Quarterly Report on Form 10-Q in Note 10, Commitments and Contingencies, to the Notes to consolidated financial statements, and such information is incorporated herein by reference in this Item 1 of Part II.

Item 1A. Risk Factors

The Company’s business, results of operations, and financial condition can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause the Company’s actual results of operations and financial condition to vary materially from past, or anticipated future, results of operation and financial condition. For a discussion of these potential risks and uncertainties, see Part I, Item 1A. "Risk Factors" of the 2024 Annual Report on Form 10-K for the year ended December 31, 2024. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, results of operations, financial condition, and the price of the Common Stock. Other than the risk ~~factor~~factors set forth below, there have been no material changes to the principal risks that the Company believes are material to the Company’s business, results of operations, and financial condition from those included in the 2024 Annual Report on Form 10-K for the year ended December 31, 2024.

3940

Changes in U.S. or international trade policy, including the continuation or imposition of tariffs and the resulting consequences, could adversely affect our business, prospects, financial condition, and operating results.

The U.S. government has in the past and could in the future adopt a new approach to trade policy, renegotiate or terminate certain existing bilateral or multilateral trade agreements or impose tariffs on certain foreign goods, including steel and certain vehicle parts. For example, in January 2025, the global tariff landscape began to quickly change with the U.S. implementing tariffs on various foreign countries, either generally or with respect to certain products, and certain of those foreign countries implementing rebalancing tariffs on the U.S., either generally or with respect to certain products. In certain circumstances the U.S. and certain foreign countries temporarily suspended tariffs they had recently implemented, either in whole or in part. Since then, the U.S. has continued to impose tariffs on imported goods, and affected countries have responded by imposing tariffs on U.S. goods. In April 2025, the U.S. announced a baseline tariff of 10% on goods from all countries and instituted additional individualized reciprocal tariffs for countries with which the U.S. has significant trade deficits, including China. Many of these restrictions could remain in place or could escalate. A number of U.S. trading partners have in the past imposed retaliatory tariffs on a wide range of U.S. products and may do so in the future, which makes it more costly for us to export our electric vehicles to those countries. China and the United States have each imposed tariffs, indicating the potential for further trade barriers which may escalate a nascent trade war between China and the United States. In addition, additional trade restrictions or barriers could be implemented on a broader range of products or raw materials with additional countries or regions such as China, Canada, Mexico, the European Union or other countries and / or regions. If we are unable to pass price increases on to our customer base or otherwise mitigate the costs, or if demand for our exported electric vehicles decreases due to the higher cost, our business, prospects, financial condition and operating results could be materially adversely affected. The resulting environment of retaliatory trade or other practices could have a material adverse effect on our business, prospects, financial condition, operating results, customers, suppliers and the global economy.

The Term Loan contains covenants that may restrict our business and financing activities.

The Term Loan provides 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 Company intends to draw the full $75.0 million prior to or on December 15, 2025. All of the obligations under the Term Loan will be collateralized by a security interest in substantially all of the assets of the Company. For more information on Convertible Term Loan and Term Loan, see Note 11 to the Company’s consolidated financial statements.

The Term Loan subjects the Company to restrictive covenants that could affect its financial and operational flexibility. The covenants in the Term Loan, as well as any future financing arrangements that the Company may enter into, may restrict its ability to finance its operations, engage in, expand, or otherwise pursue its business activities and strategies. The Company’s ability to comply with these or other covenants may be affected by events beyond its control, and future breaches of these or other covenants could result in a default under the Term Loan. If not waived, future defaults could cause all of the outstanding indebtedness under the Term Loan to become immediately due and payable, and the Term Loan may terminate. If the Company does not have or are unable to generate sufficient cash to repay its debt obligations when they become due and payable, either upon maturity or in the event of a default, the Company would be required to obtain additional debt or equity financing, which may not be available on favorable terms, or at all, which may negatively impact its ability to operate and continue our business as a going concern.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

There were no unregistered sales of equity securities for the three and ~~six~~nine months ended ~~June~~September 30, 2025.

Purchases of Equity Securities

The LiveWire Group, Inc. 2022 Incentive Award Plan provides that the withholding obligations be settled by the Company’s ~~share~~retaining ~~repurchases,~~shares ~~which~~that ~~consisted~~are part of the award. During the third quarter of 2025, there were no shares of ~~Common~~common ~~Stock~~stock ~~surrendered~~retained to satisfy withholding taxes in connection with the vesting of restricted stock units ~~were as follows during the quarter ended June 30, 2025:~~ .

2025 Fiscal Date of Vest			Total Number of Shares Repurchased			Price Per Share Paid			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs			Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
June 1 – June 30			85,320			$5.97			—			—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

OnNone ~~July 31, 2025, the Human Resources Committee~~ of ~~the~~our ~~Company’s~~directors ~~Board~~or ~~of Directors (the “Committee”) approved a modification to the cash severance amounts for the Company’s~~ executive officers~~. The~~ ~~modification~~adopted ~~provides~~or ~~that~~terminated ~~the~~a ~~base~~Rule ~~salary~~10b5-1 ~~multiple~~trading ~~used~~arrangement toor ~~determine~~a ~~certain~~non-Rule ~~payments~~10b5-1 ~~due~~trading toarrangement ~~executive~~(as ~~officers~~defined ~~under~~in ~~the~~Item ~~Company’s~~408(c) ~~Executive Severance Plan will be increased by six months, for purposes~~ of ~~both~~Regulation ~~the~~S-K) ~~cash~~during ~~severance lump sum payment and~~ the cash lump sum payment for employee benefits coverage, which payments are otherwise subject to the terms of the Executive Severance Plan. The Committee also approved the grant to Ryan Ragland, the Head of Product Development & Design of the Company, of a restricted stock unit valued at $60,000, to be granted August 4, 2025, that will vest as to one-third ofquarter ~~the shares on each annual anniversary~~ of ~~the date of grant~~2025.

~~None~~Amended ofand ~~our~~Restated ~~directors~~Delayed orDraw ~~executive~~Term ~~officers~~Loan ~~adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the second quarter of 2025.~~Agreement

40On November 9, 2025, the Company entered into an Amended and Restated Delayed Draw Term Loan Agreement (the “Term Loans”) with H-D, which amended the Convertible Term Loan. The Term Loan provides 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 Company intends to draw the full $75.0 million on or before 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 (as defined in the Term Loan) 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 will be collateralized by a security interest in substantially all of the assets of the Company.

Item 6. Exhibits

LiveWire Group, Inc.Exhibit Index to Form 10-Q

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, 2022, 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

10.1

At-The-Market Issuance Sales Agreement, dated as of August 22, 2025, by and between LiveWire Group, Inc. and Mizuho Securities USA LLC

8-K

001-41511

8/22/2025

1.1

10.2

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

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

Certifications of the Principal Executive Officer and the Principal Financial Officer pursuant to 18 U.S.C. §1350

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

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

* Filed herewith.

** Furnished herewith.

† 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, schedule or exhibit to the SEC upon request.

4143

SIGNATURES

Pursuant to the requirements 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.

LiveWire Group, Inc.

Date:

~~August~~November 610, 2025

/s/ Karim Donnez

Karim Donnez

Chief Executive Officer

(Principal Executive Officer)

Date:

~~August~~November 610, 2025

/s/ Jennifer Hoover

Jennifer Hoover

Head Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

4244

Filing Compare · LiveWire Group, Inc.