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What changed in LiveWire Group, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LiveWire Group, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+390 added−417 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in LiveWire Group, Inc.'s 2025 10-K

390 paragraphs added · 417 removed · 307 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

63 edited+7 added−19 removed101 unchanged
Biggest changeWith FOTA-enabled electronic control units on the vehicle, each subsystem becomes remotely addressable and updatable. In addition to the benefits to the Electric Motorcycles segment as the original equipment manufacturers, FOTA capability enables remote updates to bring the rider new features, functionality and enhancements as they are developed to continually improve the LiveWire electric motorcycle riding and ownership experience.
Biggest changeIn addition to the benefits to the Electric Motorcycles segment as the original equipment manufacturers, FOTA capability enables remote updates to bring the rider new features, functionality and enhancements as they are developed to continually improve the LiveWire electric motorcycle riding and ownership experience. 9 The Electric Motorcycles segment is continuing to focus on strategic expansion of its product offerings, including the planned production in the spring of 2026 of two new 125 cc-equivalent mini-motos, the S4 Honcho TM products, which are designed to expand access and affordability for riders globally.
Additionally, STACYC’s dealers, distributors, and OEM partners engage in a wide range of local and global marketing and events. Seasonality – The seasonality of STACYC’s electric balance bike sales generally correlates with the timing of retail sales made by dealers. Retail sales generally track closely with regional riding and holiday purchasing seasons, generally from mid-March through December.
Additionally, STACYC’s dealers, distributors, and OEM partners engage in a wide range of local and global marketing and events. Seasonality – The seasonality of STACYC’s electric balance bike and electric bike sales generally correlates with the timing of retail sales made by dealers. Retail sales generally track closely with regional riding and holiday purchasing seasons, generally from mid-March through December.
Manufacturing – STACYC purchases electric balance bikes through a contract manufacturing agreement from strategic partners and bike assemblers located in Taiwan and China. Purchased Components – STACYC continues to establish and reinforce long-term, mutually beneficial relationships with its suppliers.
Manufacturing – STACYC purchases electric balance bikes and electric bikes through a contract manufacturing agreement from strategic partners and bike assemblers located in Taiwan and China. Purchased Components – STACYC continues to establish and reinforce long-term, mutually beneficial relationships with its suppliers.
With respect to state and local income tax returns for any taxable period in which LiveWire or any of its subsidiaries are included in H-D’s combined, consolidated or unitary group for state or local income tax purposes, the amount of taxes to be paid by LiveWire is determined, subject to certain adjustments using 8 principles analogous to the principles used to compute LiveWire’s separate federal tax liability, as if LiveWire and each of its subsidiaries included in such combined, consolidated or unitary group filed its own combined, consolidated or unitary group state or local income tax return.
With respect to state and local income tax returns for any taxable period in which LiveWire or any of its subsidiaries are included in H-D’s combined, consolidated or unitary group for state or local income tax purposes, the amount of taxes to be paid by LiveWire is determined, subject to certain adjustments using principles analogous to the principles used to compute LiveWire’s separate federal tax liability, as if LiveWire and each of its subsidiaries included in such combined, consolidated or unitary group filed its own combined, consolidated or unitary group state or local income tax return.
Industry – The relevant internal combustion engine (“ICE”) and electric vehicle markets for the Electric Motorcycles segment include: • Small and large scooters • Light, medium and heavy weight motorcycles • Three-wheeled motorcycles and automobiles • Side-by-side ATVs and four-wheelers 9 Competition – The Electric Motorcycles segment expects competition from two primary segments: • Leading ICE-focused motorcycle companies: These incumbent motorcycle companies have the ability to scale manufacturing and leverage global distribution capabilities.
Industry – The relevant internal combustion engine (“ICE”) and electric vehicle markets for the Electric Motorcycles segment include: • Small and large scooters • Light, medium and heavy weight motorcycles • Three-wheeled motorcycles and automobiles • Side-by-side ATVs and four-wheelers Competition – The Electric Motorcycles segment expects competition from two primary segments: • Leading ICE-focused motorcycle companies: These incumbent motorcycle companies have the ability to scale manufacturing and leverage global distribution capabilities.
In relation to our batteries, disposal will be governed by specific provisions of the 13 Batteries Directive (in addition to existing Member State-specific waste disposal laws), which imposes, among other obligations, certain requirements in relation to the disposal of batteries, such as that producers of batteries and producers of other products that incorporate a battery are responsible for the waste management of batteries that they place on the market, in particular the financing of collection and recycling schemes.
In relation to our batteries, disposal will be governed by specific provisions of the Batteries Directive (in addition to existing Member State-specific waste disposal laws), which imposes, among other obligations, certain requirements in relation to the disposal of batteries, such as that producers of batteries and producers of other products that incorporate a battery are responsible for the waste management of batteries that they place on the market, in particular the financing of collection and recycling schemes.
We perpetually license to H-D all intellectual property (other than marks or software) that we own as of 7 the Separation and all improvements thereto. If either party makes improvements to the other party’s intellectual property, such improvements will be jointly owned by the parties. The licenses are generally royalty-free.
We perpetually license to H-D all intellectual property (other than marks or software) that we own as of the Separation and all improvements thereto. If either party makes improvements to the other party’s intellectual property, such improvements will be jointly owned by the parties. The licenses are generally royalty-free.
Electric Motorcycle Manufacturing – The Electric Motorcycles segment leverages its strategic partners to enable an asset-light approach which allows the business to scale with less investment than would be necessary if it had its own manufacturing operations. The Electric Motorcycles segment purchases electric motorcycles from H-D through the Contract Manufacturing Agreement.
Electric Motorcycle Manufacturing – The Electric Motorcycles segment leverages its strategic partners to enable an asset-light approach which allows the business to scale with less investment than would be necessary if it had its own manufacturing operations. The Electric Motorcycles segment purchases S2 electric motorcycles from H-D through the Contract Manufacturing Agreement.
While we expect competition to grow as the market shifts to younger riders and more players begin to make serious investments, we believe STACYC’s established brand with the combination of commitment, capabilities and market position allows STACYC to compete effectively in the growing electric balance bike market.
While we expect competition to grow as the market shifts to younger riders and more players begin to make serious investments, we believe STACYC’s established brand with the combination of commitment, capabilities and market position allows STACYC to compete effectively in the growing electric balance bike market, while leveraging the electric bike market.
We have completed the applicable UN Manual tests for our 12 production battery packs, and the test results demonstrate our compliance with the PHMSA regulations. For example, our battery packs have received UN38.3 compliance for shipping of the units. We currently use transition metal oxide cells in our high-voltage battery packs.
We have completed the applicable UN Manual tests for our production battery packs, and the test results demonstrate our compliance with the PHMSA regulations. For example, our battery packs have received UN38.3 compliance for shipping of the units. We currently use transition metal oxide cells in our high-voltage battery packs.
However, some states may take an alternative approach or interpretation and attempt to prohibit direct sales and/or also restrict traditional marketing, pre-sale and/or sales activities. 14 Data Privacy and Cybersecurity Laws and Regulations Our business collects, uses, handles, stores, receives, transmits and otherwise processes different types of information about a range of individuals, including our customers, riders of our electric vehicles, website visitors, users of our mobile application, our employees and job applicants, and employees of companies we do business with (such as our vendors and suppliers).
However, some states may take an alternative approach or interpretation and attempt to prohibit direct sales and/or also restrict traditional marketing, pre-sale and/or sales activities. 14 Data Privacy and Cybersecurity Laws and Regulations Our business collects, uses, handles, stores, receives, transmits and otherwise processes different types of information about a range of individuals, including our customers, riders of our electric vehicles, website visitors, users of our mobile applications, our employees and job applicants, and employees of companies we do business with (such as our vendors and suppliers).
Our battery packs are tested in accordance with industry safety standards, including selected tests specified in the SAE J2464 and J2929 standards as well as tests defined by other standards and regulatory bodies and LiveWire’s own internal safety and quality tests.
Battery Safety and Testing – Our battery packs are tested in accordance with industry safety standards, including selected tests specified in the SAE J2464 and J2929 standards as well as tests defined by other standards and regulatory bodies and LiveWire’s own internal safety and quality tests.
Such laws could limit our ability to sell vehicles in states either where we do not maintain service facilities or where we do not have retail partners licensed to act as service dealers who maintain appropriate service facilities within these states.
Such laws could limit our ability to sell vehicles in states or territories either where we do not maintain service facilities or where we do not have retail partners licensed to act as service dealers who maintain appropriate service facilities within these states.
The Company is not including the information contained on or available through any of its websites as a part of, or incorporating such information by reference into, this Form 10-K.
The Company is not including the information contained on or available through any of its websites as a part of, or incorporating such information by reference into, this Form 10-K. 16
These laws and regulations can give rise to liability for oversight costs, compliance costs, bodily injury (including workers’ compensation), fines, and penalties. Additionally, non-compliance could result in delay or suspension of production or cessation of operations. Environmental, Health and Safety Regulations in the European Union Europe Type Approval. We have begun to export electric vehicles to certain countries in Europe.
These laws and regulations can give rise to liability for oversight costs, compliance costs, bodily injury (including workers’ compensation), fines, and penalties. Additionally, non-compliance could result in delay or suspension of production or cessation of operations. Environmental, Health and Safety Regulations in the European Union Europe Type Approval – We export electric vehicles to certain countries in Europe.
Beginning for calendar year 2026, LiveWire will be subject to a minimum annual volume commitment for each product and pay a deficit fee for failure to meet the minimum under the Contract Manufacturing Agreement. The products that H-D manufactures for us are priced on a cost-plus basis, with a mark-up of H-D’s cost for manufacturing the relevant product.
Beginning for calendar year 2027, LiveWire will be subject to a minimum annual volume commitment for each product and pay a deficit fee for failure to meet the minimum under the Contract Manufacturing Agreement. The products that H-D manufactures for us are priced on a cost-plus basis, with a mark-up of H-D’s cost for manufacturing the relevant product.
On December 23, 2024, we entered into a new Master Services Agreement (the “Master Services Agreement”) with H-D. The Master Services Agreement became effective on January 1, 2025, and terminated the master services agreement, dated September 22, 2022, between LiveWire and H-D.
On December 23, 2024, we entered into a new Master Services Agreement (the “Master Services Agreement”) with H-D. The Master Services Agreement became effective on January 1, 2025, and terminated the master services agreement, dated September 26, 2022, between LiveWire and H-D.
STACYC sponsors and supports off road racing events across the nation and is the first motorized vehicle allowed on USA BMX’s 300 tracks in the U.S., allowing kids to practice and race in USA BMX’s national series.
STACYC sponsors and supports off road racing events across the nation and was the first motorized vehicle allowed on USA BMX’s 300 tracks in the U.S., allowing kids to practice and race in USA BMX’s national series.
We believe Europe’s regulatory environment is generally conducive to the development, production and sale of electric vehicles. Through emission legislation, tax incentives and direct subsidies, EU and non-EU countries in Europe are taking a progressive stance in reducing carbon emissions in the transport sector which may lead to increasing demand for electric vehicles.
EU Emissions Regulations – We believe Europe’s regulatory environment is generally conducive to the development, production and sale of electric vehicles. Through emission legislation, tax incentives and direct subsidies, EU and non-EU countries in Europe are taking a progressive stance in reducing carbon emissions in the transport sector which may lead to increasing demand for electric vehicles. Hazardous Substances.
H-D is one of the most recognized motorcycle brands in the world, with capabilities to design, develop, manufacture, market and distribute vehicles to major markets around the globe. Beyond the various service agreements tied to the Separation (as defined below), LiveWire intends to leverage H-D’s capabilities in two key areas: technical and other services and contract manufacturing.
H-D is one of the most recognized motorcycle brands in the world, with capabilities to design, develop, manufacture, market and distribute vehicles to major markets around the globe. Beyond the various service agreements tied to the Separation, LiveWire intends to leverage H-D’s capabilities in two key areas: technical and other services and contract manufacturing.
All of our exempt associates participate in our cash-based incentive plans, which provides eligible associates with cash bonus opportunities based upon the Company’s 11 achievement of financial and other key performance metrics.
All of our associates participate in our cash-based incentive plans, which provides eligible associates with cash bonus opportunities based upon the Company’s achievement of financial and other key performance metrics.
The Certificate of Conformity is required each model year for electric vehicles sold in states covered by the Clean Air Act’s standards and is also required each model year for vehicles sold in states that have sought and received a waiver from the EPA to utilize California’s mobile source standards. Battery Safety and Testing.
The Certificate of Conformity is required each model year for electric vehicles sold in states covered by the Clean Air Act’s standards and is also required each model year for vehicles sold in states that have sought and received a waiver from the EPA to utilize California’s mobile source standards.
Industry/Competition – STACYC is a category creator, and while there have been some competitors who have entered the market, their products lack STACYC’s product maturity and features, and their distribution generally lacks the breadth of the STACYC network.
Industry/Competition – STACYC is a category creator of electric balance bikes, and while there have been some competitors who have entered the market, their products lack STACYC’s product maturity and features, and their distribution generally lacks the breadth of the STACYC network.
In combination with the cloud system and the TCU, the mobile app enables an ecosystem of services provided to LiveWire electric motorcycle riders Our Firmware Over the Air (“FOTA”) allows for continual upgrades and refinements to the electric motorcycle in the field, greatly reducing the need and inconvenience for service or repair appointments for setting or software updates.
In combination with the cloud system and the TCU, the mobile apps enable an ecosystem of services provided to LiveWire electric motorcycle riders. Our Firmware Over the Air (“FOTA”) allows for continual upgrades and refinements to the electric motorcycle in the field, greatly reducing the need and inconvenience for service or repair appointments for setting or software updates.
Vision and Growth Strategy LiveWire’s vision is to lead the next generation of motorcycling with products that combine the experience of electric powertrains with the soulful connection that comes from riding a motorcycle. The underpinning strategy is to accelerate the electric vehicle transformation of the two-wheel industry while building a leadership position in the market.
Vision and Growth Strategy LiveWire’s vision is to lead the next generation of products that combine the experience of electric powertrains with the soulful connection that comes from riding. The underpinning strategy is to accelerate the electric vehicle transformation of the industry while building a leadership position in the market.
Once the vehicle type is approved, all vehicles manufactured based on the approved type of vehicle may be produced or imported and sold in Europe. Any changes to an approved vehicle type must go through updated Type Approval by the Competent Authority. EU Emissions Regulations.
Once the vehicle type is approved, all vehicles manufactured based on the approved type of vehicle may be produced or imported and sold in Europe. 13 Any changes to an approved vehicle type must go through updated Type Approval by the Competent Authority.
Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms and enforcement mechanisms across various international jurisdictions to establish and protect intellectual property related to our current and future business and operations. 15 As of December 31, 2024, we held 23 utility patents and 25 design patents, and had filed an additional 10 utility patent applications and 7 design patent applications in the U.S.
Through strategic and business assessments of our intellectual property, we rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms and enforcement mechanisms across various international jurisdictions to establish and protect intellectual property related to our current and future business and operations. 15 As of December 31, 2025, we held 25 utility patents and 27 design patents, and had filed an additional 15 utility patent applications and 12 design patent applications in the U.S.
We also held 137 patents and 12 patent applications that are foreign counterparts of some of our U.S. patents and patent applications with foreign patent offices. We do not view any individual patent as being material to our business.
We also held 165 patents and 26 patent applications that are foreign counterparts of some of our U.S. patents and patent applications with foreign patent offices. We do not view any individual patent as being material to our business.
California has recently updated certain dealer laws which may, in the future, impact our ability to sell out of our California location.
California has recently updated certain dealer laws which may, in the future, impact our ability to sell out of our California manufacturer-owned dealer.
We believe that, as a matter of interstate commerce, we may sell an electric vehicle to any consumer in any state in the United States from a LiveWire retail partner that is duly licensed as a dealer by a state in the United States.
We believe that, as a matter of interstate commerce, we may sell an electric vehicle to any consumer in any state in the United States from a LiveWire retail partner that is duly licensed as a dealer by a state in the United States, including from our California manufacturer-owned dealer.
The Clean Air Act requires that we obtain an EPA-issued Certificate of Conformity with respect to emissions from our electric vehicles and include labeling providing consumer information such as maximum range on a single charge.
Environmental Protection Agency (“EPA”) Certificates of Conformity and Regulations – The Clean Air Act requires that we obtain an EPA-issued Certificate of Conformity with respect to emissions from our electric vehicles and include labeling providing consumer information such as maximum range on a single charge.
With respect to U.S. federal income tax returns for any taxable period in which LiveWire (or any of its subsidiaries) are included in H-D’s consolidated group for U.S. federal income tax purposes, the amount of taxes to be paid by us is generally determined, subject to certain adjustments, as if LiveWire and each of its subsidiaries filed its own separate consolidated federal income tax return (LiveWire’s “separate federal tax liability”).
LiveWire and its subsidiaries are currently members of H-D’s consolidated, combined, unitary and other similar groups for federal, state and local income tax purposes. 8 With respect to U.S. federal income tax returns for any taxable period in which LiveWire (or any of its subsidiaries) are included in H-D’s consolidated group for U.S. federal income tax purposes, the amount of taxes to be paid by us is generally determined, subject to certain adjustments, as if LiveWire and each of its subsidiaries filed its own separate consolidated federal income tax return (LiveWire’s “separate federal tax liability”).
In addition, our products are also subject to certain laws and regulations that have been enacted or proposed, e.g., “Right to Repair” laws, that could require us to provide third-party access to our network and/or vehicle systems. Environmental Protection Agency (“EPA”) Certificates of Conformity and Regulations.
In addition, our products are also subject to certain laws and regulations that have been enacted or proposed, e.g., “Right to Repair” laws, that could require us to provide third-party access to our network and/or vehicle systems.
As a manufacturer of electric vehicles, our electric vehicles are subject to, and must comply with, numerous regulatory requirements established by NHTSA, including all applicable United States Federal Motor Vehicle Safety Standards (“Safety Standards” or “US FMVSS”).
National Highway Traffic Safety Administration (“NHTSA”) Safety and Self-Certification Obligations – As a manufacturer of electric vehicles, our electric vehicles are subject to, and must comply with, numerous regulatory requirements established by NHTSA, including all applicable United States Federal Motor Vehicle Safety Standards (“Safety Standards” or “US FMVSS”).
Through these collaborative relationships, STACYC gains access to technical and commercial resources for application directly to product design, development and manufacturing initiatives. Human Capital Management Our People and Culture As of December 31, 2024, the Company’s global workforce was comprised of approximately 182 employees, including approximately 162 and 20 employees within the Electric Motorcycles and STACYC segments, respectively.
Through these collaborative relationships, STACYC gains access to technical and commercial resources for application directly to product design, development and manufacturing initiatives. 11 Human Capital Management Our People and Culture As of December 31, 2025, the Company’s global workforce was comprised of 151 employees, including 132 and 19 employees within the Electric Motorcycles and STACYC segments, respectively.
To sell vehicles directly to residents of these states, we must conduct the sale out of state through our California location, over the internet or telephonically or through LiveWire retail partners who have obtained dealer licenses within these certain states to sell vehicles directly to residents within these states.
For a manufacturer to sell vehicles directly to residents of these states, we must conduct the sale through our California manufacturer-owned dealer, over the internet or telephonically or through LiveWire retail partners who have obtained dealer licenses within these certain states to sell vehicles directly to residents within these states.
These partners have been selected based on their track record in their respective segments, the strength of their global capabilities, and the complementary fit with the LiveWire business. These partnerships give LiveWire a unique ability to deliver high-quality products to the global market in a capital-efficient approach.
Strategic Partnerships LiveWire benefits from two important strategic partners: H-D and KYMCO Group. These partners have been selected based on their track record in their respective segments, the strength of their global capabilities, and the complementary fit with the LiveWire business. These partnerships give LiveWire a unique ability to deliver high-quality products to the global market in a capital-efficient approach.
STACYC segment revenue by product line for the last three fiscal years was as follows (in thousands): 2024 2023 2022 Electric balance bikes $ 14,043 $ 22,865 $ 29,669 Parts, accessories and apparel 4,209 3,610 3,165 Revenue, net $ 18,252 $ 26,475 $ 32,834 10 Electric Balance Bikes – STACYC focuses on developing products and experiences that help kids develop sooner and empower them to define their own ride.
STACYC segment revenue by product line for the last three fiscal years was as follows (in thousands): 2025 2024 2023 Electric balance bikes and electric bikes $ 15,808 $ 14,043 $ 22,865 Parts, accessories and apparel 3,800 4,209 3,610 Revenue, net $ 19,608 $ 18,252 $ 26,475 Electric Balance Bikes – STACYC focuses on developing products and experiences that help kids develop riding skills sooner and empower them to define their own ride.
As a result, we are and may become subject to existing and emerging federal, state, local and international laws and regulations related to the privacy, security and protection of such information, such as the Federal Trade Commission Act, the GLBA, the TCPA, the CAN-SPAM Act, California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”) and other comprehensive state privacy laws.
As a result, we are and may become subject to existing and emerging federal, state, local and international laws and regulations related to the privacy, security and protection of such information, such as the Federal Trade Commission Act, the GLBA, the Telephone Consumer Protection Act ("TCPA"), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”), California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”) and other comprehensive state privacy laws.
The requirements vary depending on the location where our regulated activities are conducted. The following summarizes certain, but not all, existing environmental, health and safety laws and regulations applicable to our operations and products. National Highway Traffic Safety Administration (“NHTSA”) Safety and Self-Certification Obligations.
The requirements vary depending on the location where our regulated activities are conducted. The following summarizes certain, but not all, existing environmental, health and safety laws and regulations applicable to our operations and products.
The STACYC segment primarily focuses on the designing and selling of electric balance bikes for kids, and related parts and accessories. The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online.
The STACYC segment primarily focuses on the designing and selling of electric balance bikes for kids, adult pedal assist electric bikes that were introduced in March 2025, and related parts and accessories. The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online.
Electric Motorcycles segment revenue by product line for the last three fiscal years was as follows (in thousands): 2024 2023 2022 Electric motorcycles $ 7,644 $ 11,087 $ 13,171 Parts, accessories and apparel 737 461 828 Revenue, net $ 8,381 $ 11,548 $ 13,999 Electric Motorcycles – The Electric Motorcycles segment sells electric powered motorcycles under the LiveWire brand.
Electric Motorcycles segment revenue by product line for the last three fiscal years was as follows (in thousands): 2025 2024 2023 Electric motorcycles $ 4,691 $ 7,644 $ 11,087 Parts, accessories and apparel 1,373 737 461 Revenue, net $ 6,064 $ 8,381 $ 11,548 Electric Motorcycles – The Electric Motorcycles segment sells electric powered motorcycles under the LiveWire brand.
As of December 31, 2024, we had 90 registered trademarks and had an additional 27 pending trademark applications with domestic and foreign trademark offices.
As of December 31, 2025, we had 106 registered trademarks and had an additional 14 pending trademark applications with domestic and foreign trademark offices.
All services under the Transition Services Agreement have either terminated or have been included in the Master Services Agreement executed on December 23, 2024 and effective on January 1, 2025 discussed below. 6 Master Services Agreement On September 26, 2022, we entered into a master services agreement with H-D pursuant to which H-D provided us with certain services that we did not yet have the capability to perform for ourselves, including services related to testing and development, product regulatory support, color materials, finishes, paint and graphics, technical publication, application support and maintenance, service desk support, warehousing support, safety investigation, and marketing vehicle and fleet center, as we may request from time to time.
Agreements that the Company entered into in connection with the Separation include: 6 Master Services Agreement On September 26, 2022, we entered into a master services agreement with H-D pursuant to which H-D provided us with certain services that we did not yet have the capability to perform for ourselves, including services related to testing and development, product regulatory support, color materials, finishes, paint and graphics, technical publication, application support and maintenance, service desk support, warehousing support, safety investigation, and marketing vehicle and fleet center, as we may request from time to time.
Manufacturer and Dealer Regulation – United States State laws regulate the manufacture, distribution, sale, and service (including delivery) of motorcycles and generally require vehicle manufacturers and dealers to be licensed to sell vehicles directly to customers in the state.
Any changes to an approved vehicle type, must go through updated Type Approval by the Competent Authority. Manufacturer and Dealer Regulation – United States State laws regulate the manufacture, distribution, sale, and service (including delivery) of motorcycles and generally require vehicle manufacturers and dealers to be licensed to sell vehicles directly to customers in the state.
We are also required to comply with or demonstrate exemptions from other requirements of federal laws administered by NHTSA, including the consumer information labeling and owner’s manual requirements and various reporting requirements, such as “early warning” reports regarding warranty claims and field incidents, death and injury reports, foreign recall reports and safety defects reports.
Electric Motorcycles’ current products are, and future products will be expected to be, at the time of production, fully compliant with all such Safety Standards without the need for any exemptions. 12 We are also required to comply with or demonstrate exemptions from other requirements of federal laws administered by NHTSA, including the consumer information labeling and owner’s manual requirements and various reporting requirements, such as “early warning” reports regarding warranty claims and field incidents, death and injury reports, foreign recall reports and safety defects reports.
STACYC’s current portfolio includes four sizes of product for kids ages 3 to 12. The Company sells through powersports dealers, in addition to digital channels, while leveraging licensing deals with traditional powersport Original Equipment Manufacturers (“OEM”) to increase reach and scale.
STACYC’s current portfolio includes four sizes of product for kids ages 3 to 12, and an adult pedal-assist electric bike. The Company’s priority markets continue to be North America, with expansion in Europe and Australia, selling through powersports dealers, in addition to digital channels, while leveraging licensing deals with traditional powersport Original Equipment Manufacturers (“OEM”) to increase reach and scale.
Directing the shift to electric vehicles is a mission-driven leadership team with the competitive advantages of strategic partnerships with H-D and the KYMCO Group and having a pipeline of future products for both Electric Motorcycles and STACYC segments.
Directing the shift to electric vehicles is a mission-driven leadership team with the competitive advantages of strategic partnerships with H-D and the KYMCO Group (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”)) and having a pipeline of future products for both Electric Motorcycles and STACYC youth segments.
LiveWire launched the LiveWire ONE model in July 2021. The electric motorcycles are developed in accordance with a set of proprietary design principles that elevate the brand, deliver differentiated riding experiences and bring emotion to electric propulsion. Starting from the LiveWire ONE, the portfolio will expand on our ARROW architecture.
The electric motorcycles are developed in accordance with a set of proprietary design principles that elevate the brand, deliver differentiated riding experiences and bring heightened emotional responses to electric propulsion. Starting from the LiveWire ONE, the portfolio expanded on our ARROW architecture beginning with the System2 (“S2”) Del Mar®, followed by the Mulholland® and Alpinista®.
We intend to continue to vigorously pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives. Despite our efforts to protect our intellectual property, we may be unsuccessful in enforcing our intellectual property, and third parties may seek to circumvent invalidate, or otherwise challenge our intellectual property.
Despite our efforts to protect our intellectual property, we may be unsuccessful in enforcing our intellectual property, and third parties may seek to circumvent invalidate, or otherwise challenge our intellectual property.
H-D perpetually licenses to us all H-D intellectual property (other than marks or software) used in our business as of the Separation and certain additional specified intellectual property, as well as all improvements to the foregoing (but excluding (i) any H-D manufacturing intellectual property and (ii) intellectual property relating to motorcycle riding apparel and related general merchandise).
Intellectual Property License Agreement On September 26, 2022, we entered into an Intellectual Property License Agreement with H-D (the “Intellectual Property License Agreement”) pursuant to which each party granted to the other party a license to certain intellectual property on a perpetual, non-exclusive basis for the purpose of making and selling the licensee’s products. 7 H-D perpetually licenses to us all H-D intellectual property (other than marks or software) used in our business as of the Separation and certain additional specified intellectual property, as well as all improvements to the foregoing (but excluding (i) any H-D manufacturing intellectual property and (ii) intellectual property relating to motorcycle riding apparel and related general merchandise).
STACYC Segment The STACYC segment primarily focuses on the designing and selling of electric balance bikes for kids, and related parts and accessories. The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as, direct to consumers online.
The STACYC segment products are sold at wholesale to independent dealers and independent distributors, as well as, direct to consumers online.
Our S2 mobile app remotely bridges the rider to the bike using built-in cellular connectivity and GPS, providing status, notifications, and alerts.
The LiveWire app allows riders to interact with the electric motorcycle, delivering maps, audio and ride planning via an integrated user profile. Our S2 mobile app remotely bridges the rider to the bike using built-in cellular connectivity and GPS, providing status, notifications, and alerts.
LiveWire will draw on H-D’s and the KYMCO Group’s best-in-class operations, benefiting from knowledge, scale and infrastructure across material sourcing, electric vehicle building and global distribution.
In addition to core sales activities of the KYMCO Group brand, it is a trusted design and manufacturing partner to other premium two-wheel original equipment manufacturers. LiveWire will draw on H-D’s and the KYMCO Group’s best-in-class operations, benefiting from knowledge, scale and infrastructure across material sourcing, electric vehicle building and global distribution.
Capture Global Share of the Electric Motorcycle Market - LiveWire strategically selects our retail partners based upon their commitment to electric, location and capabilities to support the electric vehicle capture. Our 2025 priority markets include the United States, Canada and leading countries in Europe such as Germany, France, Switzerland, the Netherlands, the United Kingdom, Spain, and Italy.
Capture Global Share of the Electric Motorcycle Market - LiveWire strategically selects our retail partners based upon their commitment to electric, location and capabilities to support the electric vehicle capture.
Lead in Brand Desirability - LiveWire’s ambition is to create the most desirable electric motorcycle brand in the world. As a brand, LiveWire leverages Soulful by Design as its consumer-facing position. This differentiates LiveWire from others in the category, showcasing a rider’s connection to the world through the LiveWire riding experience.
As a brand, LiveWire leverages Soulful by Design as its consumer-facing position. This differentiates LiveWire from others in the category, showcasing a rider’s connection to the world through the LiveWire riding experience. LiveWire’s go-to-market model allows for a consumer-defined journey across digital and physical platforms for an omni-channel experience.
As set forth by the National Traffic and Motor Vehicle Safety Act, we must certify that our electric vehicles meet all applicable Safety Standards. Electric Motorcycles’ current products are, and future products will be expected to be, at the time of production, fully compliant with all such Safety Standards without the need for any exemptions.
As set forth by the National Traffic and Motor Vehicle Safety Act, we must certify that our electric vehicles meet all applicable Safety Standards.
In December 2022, the Company extended ownership to all employees by making a one-time equity grant, including to those employees that are not otherwise eligible for equity grants. Additionally, our comprehensive health and welfare benefits program provides our employees with a variety of medical and dental plans, plus voluntary benefits like vision or critical illness protection.
Additionally, our comprehensive health and welfare benefits program provides our employees with a variety of medical and dental plans, plus voluntary benefits like vision or critical illness protection.
The electric motorcycle connects to the cloud through a telematics control unit (“TCU”) with built-in cellular connectivity. The connection enables remote monitoring of the vehicle, with status data including charge, range and tamper alerts. The LiveWire app allows riders to interact with the electric motorcycle, delivering maps, audio and ride planning via an integrated user profile.
The software backbone that supports every LiveWire S2 electric motorcycle is developed ground-up to maximize efficiency and performance, integrating all electric vehicle systems and vehicle functions. The electric motorcycle connects to the cloud through a telematics control unit (“TCU”) with built-in cellular connectivity. The connection enables remote monitoring of the vehicle, with status data including charge, range and tamper alerts.
In addition, through a continued focus on collaboration and strong supplier relationships, the Electric Motorcycles segment believes it is positioned to achieve its strategic objectives and deliver cost and quality improvements over the long-term. The principal raw materials in Electric Motorcycles segment’s products include battery cells, semi-conductor chips, steel and aluminum castings, forgings, steel sheet and bar.
Through these collaborative relationships, the Electric Motorcycles segment gains access to technical and commercial resources for application directly to product design, development and manufacturing initiatives. In addition, through a continued focus on collaboration and strong supplier relationships, the Electric Motorcycles segment believes it is positioned to achieve its strategic objectives and deliver cost and quality improvements over the long-term.
ARROW is an integrated vehicle architecture, utilizing the battery pack and motor as the primary vehicle structure to deliver simple, elegant lightweight designs. The software backbone that supports every LiveWire S2 electric motorcycle is developed ground-up to maximize efficiency and performance, integrating all electric vehicle systems and vehicle functions.
ARROW was developed in-house to take advantage of the benefits of scalable, modular architectures across the electric vehicle, electric vehicle systems and software. ARROW is an integrated vehicle architecture, utilizing the battery pack and motor as the primary vehicle structure to deliver simple, elegant lightweight designs.
With the introduction of the S2 platform, LiveWire powertrains are assembled in H-D’s Powertrain Operations in Menomonee Falls, Wisconsin, and overall vehicle assembly will continue to be in the York facility. On November 5, 2024, LiveWire announced a non-binding Memorandum of Understanding with KYMCO to collaborate on a new electric maxi-scooter project.
For the S2 platform, LiveWire powertrains are assembled in H-D’s Powertrain Operations in Menomonee Falls, Wisconsin, and overall vehicle assembly will continue to be in the York facility. Raw Materials and Purchased Components – The Electric Motorcycles segment continues to establish and reinforce long-term, mutually beneficial relationships with its suppliers.
Additional raw materials in Electric Motorcycles segment’s products include certain motorcycle components including, but not limited to, batteries, tires, seats, electrical components, instruments and wheels. The Electric Motorcycles segment closely monitors the overall viability of its supply base. The Electric Motorcycles segment is proactively working with its suppliers in an effort to minimize disruptions resulting from supply chain challenges.
The principal raw materials in Electric Motorcycles segment’s products include battery cells, semi-conductor chips, steel and aluminum castings, forgings, steel sheet and bar. Additional raw materials in Electric Motorcycles segment’s products include certain motorcycle components including, but not limited to, batteries, tires, seats, electrical components, instruments and wheels.
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LiveWire’s go-to-market model allows for a consumer-defined journey across digital and physical platforms for an omni-channel experience. In addition to the network of retail partners, LiveWire is currently making investments to provide potential customers with other opportunities to engage with the LiveWire brand and try LiveWire products.
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From advanced electric motorcycles to youth-focused balance bikes, the Electric Motorcycles and STACYC segments together represent a vision for the future – one that blends performance, accessibility, and global reach. We believe these portfolios signal the next step in shaping the next generation of twist & go riders and electric powersports enthusiasts worldwide.
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Our location in Malibu, California opened in 5 February 2022, giving riders an additional venue to experience the LiveWire brand. In August 2023, we added another location in Los Angeles, California to provide riders with the opportunity to experience the LiveWire brand.
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Our 2026 priority markets include the United States, Canada and leading countries in Europe such as Germany, France, Switzerland, the Netherlands, the United Kingdom, Spain, Italy, Poland, Portugal, Finland, Belgium and Luxembourg. 5 Lead in Brand Desirability - LiveWire’s ambition is to create the most desirable electric motorcycle brand in the world.
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Strategic Partnerships LiveWire benefits from two important strategic partners: 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”).
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With FOTA-enabled electronic control units on the vehicle, each subsystem becomes remotely addressable and updatable.
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In addition to core sales activities of the KYMCO Group brand, it is a trusted design and manufacturing partner to other premium two-wheel original equipment manufacturers. On November 5, 2024, LiveWire announced a non-binding Memorandum of Understanding with Kwang Yang Motor Co., LTD. and its relevant subsidiaries (“KYMCO”) to collaborate on a new electric maxi-scooter project.
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The Electric Motorcycles segment closely monitors the overall viability of its supply base.
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Agreements that the Company entered into in connection with the Separation include: Transition Services Agreement On September 26, 2022, we entered into a Transition Services Agreement with H-D (the “Transition Services Agreement”) pursuant to which H-D provided to us various services and support on a transitional basis to allow LiveWire to develop the capability to support ourselves or to engage a third-party provider to provide those services and support.
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The Electric Motorcycles segment is proactively working with its suppliers in an effort to minimize disruptions resulting from supply chain challenges. 10 STACYC Segment The STACYC segment primarily focuses on the designing and selling of electric balance bikes for kids, an adult pedal assist electric bike that was introduced in March 2025, and related parts and accessories.
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The charges for the services were on a cost-plus basis (with a mark-up to reflect the management and administrative cost of providing the serv ices).
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Electric Bikes - STACYC introduced a bicycle equipped with an electric motor to assist with pedaling for adults riders in the United States in March 2025. It includes a rechargeable battery, allowing riders to travel greater distances or tackle challenging terrain with less effort than a traditional bicycle.
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The services generally commenced on the date of the Separation and were intended to terminate between six and twelve months of the date of the Separation, with the option to extend or convert the services to longer term under the Master Service Agreement.
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Our trademarks include LIVEWIRE, the LiveWire logo, LIVEWIRE ONE, MULHOLLAND, ALPINISTA, DEL MAR, S2 and MAKE EVERY SECOND COUNT, as well as STACYC, STACYC STABILITY CYCLE, and unique designs of each. We intend to continue to vigorously pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives.
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Intellectual Property License Agreement On September 26, 2022, we entered into an Intellectual Property License Agreement with H-D (the “Intellectual Property License Agreement”) pursuant to which each party granted to the other party a license to certain intellectual property on a perpetual, non-exclusive basis for the purpose of making and selling the licensee’s products.
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LiveWire and its subsidiaries are currently members of H-D’s consolidated, combined, unitary and other similar groups for federal, state and local income tax purposes.
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This approach establishes a path to grow the product set, beginning with the System2 (“S2”) Del Mar®, to meet a broad set of segments and price points. ARROW was developed in-house to take advantage of the benefits of scalable, modular architectures across the electric vehicle, electric vehicle systems and software.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny significant change to applicable laws, regulations or industry practices regarding the use or disclosure of our users’ data, or regarding the manner in which the express or implied consent of users for the use and disclosure of such data is obtained, or in how these applicable laws, regulations or industry practices are interpreted and enforced by state, federal and international privacy regulators, could require us to modify our services and features, possibly in a material and costly manner, may subject us to legal claims, regulatory enforcement actions and fines, and may limit our ability to develop new services and features that make use of the data that our users voluntarily share with us.
Biggest changeChanges in applicable privacy laws could also require us to modify our services and features—possibly in a material and costly manner—and may limit our ability to develop new services and features that make use of the data that our users voluntarily share with us. These possibilities, if borne out, could have a negative impact on revenues and profits.
In addition, the demand for our electric vehicles and services will highly depend upon the adoption by consumers of new energy vehicles in general and electric motorcycles and electric balance bikes in particular.
In addition, the demand for our electric vehicles and services will highly depend upon the adoption by consumers of new energy vehicles in general and electric motorcycles, electric balance bikes, and electric bikes in particular.
Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: • perceptions about electric vehicles quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such electric vehicles are produced by us or other manufacturers; • perceptions about electric vehicles’ safety in general, in particular safety issues that may be attributed to the use of advanced technology, including electric vehicles systems; • range anxiety, including the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; • the availability of new energy vehicles; • the availability of service and charging stations for electric vehicles; • the costs and challenges of installing home charging equipment, including for multi-family, rental and densely populated urban housing; • the environmental consciousness of consumers, and their adoption of electric vehicles; • the occurrence of negative incidents, or perception that negative incidents have occurred, with respect to our or our competitors’ electric vehicles resulting in adverse publicity and harm to consumer perceptions in electric vehicles generally; 29 • the higher initial upfront purchase price of electric vehicles, despite lower cost of ongoing operating and maintenance costs, compared to internal combustion engines vehicles; • perceptions about and the actual cost of alternative fuel, including the capacity and reliability of the electric grid; • belief that electric vehicles may subject riders and passengers to greater risks because electric vehicles are quieter compared to internal combustion engine vehicles; • regulatory, legislative and political changes, trade disputes and tariffs; and • macroeconomic factors.
Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: • perceptions about electric vehicles quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, whether or not such electric vehicles are produced by us or other manufacturers; • perceptions about electric vehicles’ safety in general, in particular safety issues that may be attributed to the use of advanced technology, including electric vehicles systems; • range anxiety, including the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; • the availability of new energy vehicles; • the availability of service and charging stations for electric vehicles; • the costs and challenges of installing home charging equipment, including for multi-family, rental and densely populated urban housing; • the environmental consciousness of consumers, and their adoption of electric vehicles; • the occurrence of negative incidents, or perception that negative incidents have occurred, with respect to our or our competitors’ electric vehicles resulting in adverse publicity and harm to consumer perceptions in electric vehicles generally; • the higher initial upfront purchase price of electric vehicles, despite lower cost of ongoing operating and maintenance costs, compared to internal combustion engines vehicles; • perceptions about and the actual cost of alternative fuel, including the capacity and reliability of the electric grid; 29 • belief that electric vehicles may subject riders and passengers to greater risks because electric vehicles are quieter compared to internal combustion engine vehicles; • regulatory, legislative and political changes, trade disputes and tariffs; and • macroeconomic factors.
Moreover, a product liability claim could generate substantial negative publicity about our electric vehicles and business and inhibit or prevent commercialization of other future electric motorcycle vehicles or electric balance bikes, which could have a material adverse effect on our financial condition and liquidity. Any insurance coverage might not be sufficient to cover all potential product liability claims.
Moreover, a product liability claim could generate substantial negative publicity about our electric vehicles and business and inhibit or prevent commercialization of other future electric motorcycle vehicles, electric balance bikes, or electric bikes, which could have a material adverse effect on our financial condition and liquidity. Any insurance coverage might not be sufficient to cover all potential product liability claims.
Ownership of restricted stock units and options that fluctuate in value in accordance with the value of H-D’s share price by our directors and officers after the Separation and the presence of executive officers or directors of H-D on our Board could create, or appear to create, conflicts of interest with respect to matters involving both us and H-D that could have different implications for H-D than they do for us.
Ownership of restricted stock units and options that fluctuate in value in accordance with the value of H-D’s share price by our directors after the Separation and the presence of executive officers of H-D on our Board could create, or appear to create, conflicts of interest with respect to matters involving both us and H-D that could have different implications for H-D than they do for us.
Although we maintain information technology measures designed to protect the confidentiality, integrity and availability of our information systems, and protect us against intellectual property theft, data breaches and other cybersecurity incidents, such measures will require updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitigate cybersecurity threats or incidents.
Although we maintain information technology and other measures designed to protect the confidentiality, integrity and availability of our information systems, and protect us against intellectual property theft, data breaches and other cybersecurity incidents, such measures will require updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitigate cybersecurity threats or incidents.
Litigation or other legal proceedings relating to intellectual property claims, regardless of merit, may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities.
Litigation or other legal proceedings relating to intellectual property claims, regardless of merit, may cause us to incur significant expenses and could distract our technical, legal, and management personnel from their normal responsibilities.
Increased environmental, safety, emissions or other regulations, including those intended to address climate change, may result in higher costs, cash expenditures and/or sales restrictions. Our electric vehicles, and the sale of motorcycles and electric balance bikes for kids in general, are subject to substantial regulation under international, federal, state and local laws.
Increased environmental, safety, emissions or other regulations, including those intended to address climate change, may result in higher costs, cash expenditures and/or sales restrictions. Our electric vehicles, and the sale of motorcycles, electric balance bikes for kids, and electric bikes in general, are subject to substantial regulation under international, federal, state and local laws.
We expect to incur significant costs in complying with these regulations.
We expect to incur significant costs in complying with these regulations.
Additionally, if our securities are not listed on, or become delisted from, NYSE for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than if it were quoted or listed on NYSE or another national securities exchange.
Additionally, if our securities are not listed on, or become delisted from, the NYSE for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than if it were quoted or listed on the NYSE or another national securities exchange.
Concentration of ownership among our existing directors, executive officers and principal stockholders may prevent new investors from influencing significant corporate decisions. Our directors and executive officers and their affiliates beneficially own a significant amount of our Common Stock.
Concentration of ownership among our existing directors, executive officers and principal stockholders may prevent new investors from influencing significant corporate decisions. Our principal stockholders, directors and executive officers and their affiliates beneficially own a significant amount of our Common Stock.
If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process 52 made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
If any action, the subject matter of which is within the scope the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”); and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
These risks include: • conforming our electric vehicles to various international regulatory requirements where our electric vehicles are sold and serviced, which requirements may change over time; • expenditures related to foreign lawsuits and liability; • difficulties in staffing and managing foreign operations; • difficulties establishing relationships with, or disruption in the supply chain from, international suppliers; 26 • difficulties attracting customers in new jurisdictions; • difficulties in attracting effective distributors, dealers or sales agents, as the case may be; • foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate funds to the United States; • fluctuations in foreign currency exchange rates and interest rates, including risks related to any foreign currency swap or other hedging activities we undertake; • United States and foreign government trade restrictions, tariffs and price or exchange controls; • foreign labor laws, regulations and restrictions; • changes in diplomatic and trade relationships; • laws and business practices favoring local companies; • difficulties protecting or procuring intellectual property; • the adoption of the LiveWire brand versus competitive foreign brands; • political instability, natural disasters, war or events of terrorism and health epidemics, such as the conflict in Ukraine or the Israeli-Palestinian conflict; and • the strength of international economies.
These risks include: • conforming our electric vehicles to various international regulatory requirements where our electric vehicles are sold and serviced, which requirements may change over time; • expenditures related to foreign lawsuits and liability; • difficulties in staffing and managing foreign operations; 26 • difficulties establishing relationships with, or disruption in the supply chain from, international suppliers; • difficulties attracting customers in new jurisdictions; • difficulties in attracting effective distributors, dealers or sales agents, as the case may be; • foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the United States, and foreign tax and other laws limiting our ability to repatriate funds to the United States; • fluctuations in foreign currency exchange rates and interest rates, including risks related to any foreign currency swap or other hedging activities we undertake; • United States and foreign government trade restrictions, tariffs and price or exchange controls; • foreign labor laws, regulations and restrictions; • changes in diplomatic and trade relationships; • laws and business practices favoring local companies; • difficulties protecting or procuring intellectual property; • the adoption of the LiveWire or STACYC brands versus competitive foreign brands; • political instability, natural disasters, war or events of terrorism and health epidemics, such as the conflict in Ukraine or the Israeli-Palestinian conflict; and • the strength of international economies.
While the battery pack is designed to contain any single cell’s release of energy without spreading to neighboring cells, a field or testing failure of battery packs in our electric vehicles could occur, which could result in bodily injury or death and could subject us to lawsuits, product recalls or redesign efforts, all of which would be time consuming and expensive and could materially and negatively affect our brand image and results of 28 operation.
While the battery pack is designed to contain any single cell’s release of energy without spreading to neighboring cells, a field or testing failure of battery packs in our electric vehicles could occur, which could result in bodily injury or death and could subject us to lawsuits, product recalls or redesign efforts, all of which would be time consuming and expensive and could materially and negatively affect our brand image and results of operation.
Additionally, under the Intellectual Property License Agreement, H-D has the right to use all of our existing intellectual property and incremental improvements to our existing intellectual property, which could facilitate H-D’s development of products that compete with ours; however, H-D may be required in some cases to pay us royalties for the use of our existing intellectual property and their rights to our newly-developed intellectual property would be limited as defined under the Joint Development Agreement.
Additionally, under the Intellectual Property License Agreement, H-D has the right to use our existing intellectual property and incremental improvements to our existing intellectual property, which could facilitate H-D’s development of products that compete with ours; however, H-D may be required in some cases to pay us royalties for the use of our existing intellectual property and their rights to our newly-developed intellectual property would be limited as defined under the Joint Development Agreement.
Even for those jurisdictions we have analyzed, the laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles 44 interfering with our ability to sell electric vehicles directly to consumers could have a negative and material impact on our business, prospects, financial condition and operating results.
Even for those jurisdictions we have analyzed, the laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles interfering with our ability to sell electric vehicles directly to consumers could have a negative and material impact on our business, prospects, financial condition and operating results.
The market price for our Common Stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others: • the development and sustainability of an active trading market for our Common Stock; 47 • trends and changes in consumer preferences in the industries in which we operate; • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer and advertising marketplaces; • changes in key personnel; • our entry into new markets; • changes in our operating performance; • investors’ perceptions of our prospects and the prospects of the businesses in which we participate; • fluctuations in quarterly revenue and operating results, as well as differences between our actual financial and operating results and those expected by investors; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation; • guidance, if any, that we provide to the public, any changes in such guidance or our failure to meet such guidance; • changes in financial estimates or ratings by any securities analysts who follow our Common Stock, our failure to meet such estimates or failure of those analysts to initiate or maintain coverage of our Common Stock; • downgrades in our credit ratings or the credit ratings of our competitors; • investor perceptions of the investment opportunity associated with our Common Stock relative to other investment alternatives; • the inclusion, exclusion or deletion of our stock from any trading indices; • future sales of our Common Stock by our officers, directors and significant stockholders; • other events or factors, including those resulting from system failures and disruptions, hurricanes, wars, acts of terrorism, other natural disasters or responses to such events; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and • changes in accounting principles.
The market price for our Common Stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others: • the development and sustainability of an active trading market for our Common Stock; • trends and changes in consumer preferences in the industries in which we operate; • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer and advertising marketplaces; • changes in key personnel; • our entry into new markets; • changes in our operating performance; • investors’ perceptions of our prospects and the prospects of the businesses in which we participate; • fluctuations in quarterly revenue and operating results, as well as differences between our actual financial and operating results and those expected by investors; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation; • guidance, if any, that we provide to the public, any changes in such guidance or our failure to meet such guidance; • changes in financial estimates or ratings by any securities analysts who follow our Common Stock, our failure to meet such estimates or failure of those analysts to initiate or maintain coverage of our Common Stock; • downgrades in our credit ratings or the credit ratings of our competitors; • investor perceptions of the investment opportunity associated with our Common Stock relative to other investment alternatives; • the inclusion, exclusion or deletion of our stock from any trading indices; • future sales of our Common Stock by our officers, directors and significant stockholders; • future sales of our Common Stock under the ATM Program; 47 • other events or factors, including those resulting from system failures and disruptions, hurricanes, wars, acts of terrorism, other natural disasters or responses to such events; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and • changes in accounting principles.
Even if we are able to successfully develop our electric vehicles and attract customers, there can be no assurance that we will be financially successful. For example, as we expand our electric vehicle portfolio, including the introduction of lower-priced electric motorcycles, and expand internationally, we will need to manage costs effectively to sell those products at our expected margins.
Even if we are able to successfully develop our electric vehicles and attract customers, there can be no assurance that we will be financially successful. For example, as we expand our electric vehicle portfolio, including the introduction of lower-priced electric motorcycles, and further expand internationally, we will need to manage costs effectively to sell those products at our expected margins.
Reduced demand for new electric motorcycles ultimately leads to reduced shipments by us. Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and adversely affect our business, prospects, financial condition and operating results. The global macroeconomic environment is facing challenges.
Reduced demand for new electric motorcycles ultimately leads to reduced shipments by us. 32 Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and adversely affect our business, prospects, financial condition and operating results. The global macroeconomic environment is facing challenges.
Alternatively, if a court were to find these provisions of the certificate of incorporation inapplicable to, or 51 unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Alternatively, if a court were to find these provisions of the certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.
Such an event could harm our reputation and result in litigation against us. Any of these results could materially adversely affect our business, prospects, financial condition and operating results. We may need to defend ourselves against intellectual property infringement claims, which may be time consuming and would cause us to incur substantial costs.
Such an event could harm our reputation and result in litigation against us. Any of these results could materially adversely affect our business, prospects, financial condition and operating results. 41 We may need to defend ourselves against intellectual property infringement claims, which may be time consuming and would cause us to incur substantial costs.
These incidents could also materially disrupt operational systems; result in loss of intellectual property, trade secrets, confidential information, other proprietary or competitively sensitive information and data generally (including personal information); compromise certain information of customers, employees, suppliers, riders, users or others; harm our reputation or brand; or affect the performance of transmission control modules or other in‑product technology and the integrated software in our electric vehicles. 41 A cybersecurity incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception.
These incidents could also materially disrupt operational systems; result in loss of intellectual property, trade secrets, confidential information, other proprietary or competitively sensitive information and data generally (including personal information); compromise certain information of customers, employees, suppliers, riders, users or others; harm our reputation or brand; or affect the performance of transmission control modules or other in‑product technology and the integrated software in our electric vehicles. 40 A cybersecurity incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception.
We may choose to or be compelled to undertake product recalls or take other similar actions, which could adversely affect our brand image, business and operating results. • We depend on suppliers, including critical and single sourced suppliers, to deliver components according to schedules, prices, quality and volumes that are acceptable to us.
We may choose to or be compelled to undertake product recalls or take other similar actions, which could adversely affect our brand image, business and operating results. 17 • We depend on suppliers, including critical and single sourced suppliers, to deliver components according to schedules, prices, quality and volumes that are acceptable to us.
In addition, the regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future, and it is possible that applicable laws and regulations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules, or our practices.
The regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future, and it is possible that applicable laws and regulations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral 45 consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.
Any of the foregoing could adversely affect our business, prospects, financial condition and operating results. If retail partners are unwilling to participate in our go-to-market business model or are unable or ineffective in establishing or maintaining relationships with customers for electric vehicles, it may adversely impact our business.
Any of the foregoing could adversely affect our business, prospects, financial condition and operating results. 22 If retail partners are unwilling to participate in our go-to-market business model or are unable or ineffective in establishing or maintaining relationships with customers for electric vehicles, it may adversely impact our business.
Any delay in payment by our customers may have an adverse effect on revenue and operating results. There is no assurance that we will be able to 30 collect all or any of the amounts owed in a timely matter.
Any delay in payment by our customers may have an adverse effect on revenue and operating results. There is no assurance that we will be able to collect all or any of the amounts owed in a timely matter.
For example, we may not be aware of existing patents or patent applications that could be pertinent to 42 our business as many patent applications are filed confidentially in the United States and are not published until 18 months following the applicable filing date.
For example, we may not be aware of existing patents or patent applications that could be pertinent to our business as many patent applications are filed confidentially in the United States and are not published until 18 months following the applicable filing date.
A number of other proposals exist for new federal and state privacy legislation that, if passed, could increase our potential liability, increase our compliance costs, modify our data processing practices and materially and adversely affect our business, prospects, financial condition and operating results.
A number of other proposals exist for new international, federal and state privacy legislation that, if passed, could increase our potential liability, increase our compliance costs, modify our data processing practices and materially and adversely affect our business, prospects, financial condition and operating results.
As a standalone company, we may be unable to obtain office space, goods, technology and services at prices or on terms as favorable as those available to us prior to the Separation, which could increase our costs and reduce our profitability.
As a standalone company, we may be unable to obtain office space, goods, technology, insurance and services at prices or on terms as favorable as those available to us prior to the Separation, which could increase our costs and reduce our profitability.
Our strategic partnership with KYMCO, as well as STACYC’s relationships with its key vendors, may be negatively affected by the impact of geopolitical events and related actions that may occur between mainland China and Taiwan because KYMCO and STACYC’s key vendors are based in Taiwan.
Our strategic partnership with KYMCO Group, as well as STACYC’s relationships with its key vendors, may be negatively affected by the impact of geopolitical events and related actions that may occur between mainland China and Taiwan because KYMCO Group and STACYC’s key vendors are based in Taiwan.
For example, supply chain issues, resulting from global trade issues and changes in and uncertainties with respect to trade and export regulations, trade policies and sanctions, tariffs, international trade disputes, particularly those relating to exports of certain technologies to China, geopolitical events and related actions that may occur between mainland China and Taiwan, the conflict in Ukraine, the Israeli-Palestinian military conflict, and inflationary pressure, may result in increases in the cost of input materials, components and processes required to produce our electric vehicles, and we may need to increase the prices of our electric vehicles in response to these cost pressures.
For example, supply chain issues, resulting from global trade issues and changes in and uncertainties with respect to trade and export regulations, trade policies and sanctions, tariffs, international trade disputes, particularly those relating to exports of certain products and technologies to or from China, geopolitical events and related actions that may occur between mainland China and Taiwan, the conflict in Ukraine, the Israeli-Palestinian military conflict, and inflationary pressure, may result in increases in the cost of input materials, components and processes required to produce our electric vehicles, and we may need to increase the prices of our electric vehicles in response to these cost pressures.
Leveraging contract manufacturers, including H-D, KYMCO and other potential partners, to contract manufacture electric vehicles is subject to risks. A key financial benefit to our business is our asset-light operating model in which we rely on contract manufacturers to produce our electric vehicles.
Leveraging contract manufacturers, including H-D, KYMCO Group and other potential partners, to contract manufacture electric vehicles is subject to risks. A key financial benefit to our business is our asset-light operating model in which we rely on contract manufacturers to produce our electric vehicles.
We have secured the experience and expertise of H-D and KYMCO, as well as other vendors for STACYC products, to serve as our long-term contract manufacturing partners to provide manufacturing, procurement, logistics and distribution services for our platforms and certain other products.
We have secured the experience and expertise of H-D and KYMCO Group, as well as other vendors for STACYC products, to serve as our long-term contract manufacturing partners to provide manufacturing, procurement, logistics and distribution services for our platforms and certain other products.
In the EU, these include: (i) the revised Batteries Regulation, which entered into force in August 2023 and which will introduce, in a phased in manner, considerable new requirements in relation to batteries placed on the EU market; (ii) the Critical Raw Materials Act, which enacted in April 2024and will, among other areas, set targets in relation to the EU’s domestic extraction, processing and recycling of certain raw materials; and (iii) the Corporate Sustainability Due Diligence Directive, which was enacted in July 2024 and will impose additional obligations on certain entities in relation to their supply chains.
In the EU, these include: (i) the revised Batteries Regulation, which entered into force in August 2023 and which will introduce, in a phased in manner, considerable new requirements in relation to batteries placed on the EU market; (ii) the Critical Raw Materials Act, which enacted in April 2024 and will, among other areas, set targets in relation to the EU’s domestic extraction, processing and recycling of certain raw materials; and (iii) the Corporate Sustainability Due Diligence Directive, which was enacted in July 2024 and will impose additional obligations on certain entities in relation to their supply 43 chains.
Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our retail partners, identifying additional retail partners, including in new markets, and training our retail partners to independently sell our electric vehicles.
Our ability to achieve revenue growth in the future will depend, in part, on our success in maintaining successful relationships with our retail partners, identifying additional retail partners, including in new markets, and training our retail partners to independently sell and service our electric vehicles.
We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information.
We cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or 42 other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information.
Customers may be less likely to purchase our electric vehicles if they are not convinced that our business will succeed or that our service and support and other operations will continue in the long-term.
Customers may be less likely to purchase our electric vehicles if they are not convinced that our business will succeed or that our service, warranty, and support and other operations will continue in the long-term.
We are also subject to certain laws and regulations that have been enacted or proposed, such as “Right to Repair” laws, that could require us to provide third-party access to our network and/or vehicle systems.
We are also subject to certain laws and regulations that have been enacted or proposed, such as “Right to Repair” laws, which could require us to provide third-party access to our network and/or vehicle systems.
In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our common stock. We are or may be subject to risks associated with strategic alliances or acquisitions.
In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our common stock. 45 We are or may be subject to risks associated with strategic alliances or acquisitions.
If the price of 49 our common stock is low or volatile, we may not be able to acquire other companies or fund a joint venture project using our stock as consideration.
If the price of our common stock is low or volatile, we may not be able to acquire other companies or fund a joint venture project using our stock as consideration.
Some of our directors and executive officers own H-D restricted stock units and/or stock options that fluctuate in value in accordance with the value of H-D’s share price. In addition, some of our executive officers and directors are executive officers 37 and/or directors of H-D.
Some of our directors and executive officers own H-D restricted stock units and/or stock options that fluctuate in value in accordance with the value of H-D’s share price. In addition, some of our directors are executive officers of H-D.
The EU and UK also have evolving privacy laws on cookies, tracking technologies, and e-marketing. In the EU and the UK, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem.
The EU, UK, and US also have evolving privacy laws on cookies, tracking technologies, and e-marketing. Regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem.
Further escalation of trade tensions, the increased use of economic sanctions or export control restrictions could negatively affect our strategic partnership with KYMCO or STACYC’s relationships with its key vendors.
Further escalation of trade tensions, the increased use of economic sanctions or export control restrictions could negatively affect our strategic partnership with KYMCO Group or STACYC’s relationships with its key vendors.
If these contract manufacturing agreements terminate or expire, or if H-D or KYMCO, or other vendors for STACYC products, fail to perform or meet our expected quality standards, timelines, capacity requirements, costs, manufacturing capabilities or manufacturing footprint, we may need to engage another 22 third‑party contract manufacturer or build our own in-house manufacturing capabilities, which could cause us to incur significant cost and expense.
If these contract manufacturing agreements terminate or expire, or if H-D or KYMCO Group, or other vendors for STACYC products, fail to perform or meet our expected quality standards, timelines, capacity requirements, costs, manufacturing capabilities or manufacturing footprint, we may need to engage another third‑party contract manufacturer or build our own in-house manufacturing capabilities, which could cause us to incur significant cost and expense.
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 strategic partnership with KYMCO, as well as relationships with STACYC’s key vendors, could be negatively impacted by geopolitical events that might occur between mainland China and Taiwan.
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. 44 The strategic partnership with KYMCO Group, as well as relationships with STACYC’s key vendors, could be negatively impacted by geopolitical events that might occur between mainland China and Taiwan.
The FTC and state attorneys general have also focused particular attention on the processing of vehicle-related and location data in recent years, which elevates the risk of our processing of such data.
The FTC and state attorneys general have focused particular attention on the processing of vehicle-related and location data in recent years, which elevates the risk of our processing of such data.
The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the US may require costs greater than 54 expected.
The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the US may require costs greater than expected.
We also work with partners and third-party service providers or vendors that collect, store and process such data on our behalf and in connection with our products and services.
We also work with partners and third-party service providers or vendors that collect, store and process data on our behalf and in connection with our products and services.
In addition, under certain circumstances, any loan and security agreement and any future debt or preferred securities or future debt agreements we may enter may preclude us from paying dividends. As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.
In addition, under certain circumstances, any loan and security agreement and any future debt or preferred securities or future debt agreements we may enter may preclude us from paying dividends, including the Term Loan. As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.
We also make public statements about our use and disclosure of personal information through our privacy policy, information provided on our website and other public statements. Although we endeavor to ensure that our public statements are complete, accurate and fully implemented, we may at times fail to do so or be alleged to have failed to do so.
We also make public statements about our use and disclosure of personal information through our privacy policy, information provided on our websites and other public statements. Although we endeavor to ensure that our public statements are complete, accurate and fully implemented, we may at times fail to do so or be alleged to have failed to do so.
However, we cannot assure you that any of our patent applications will issue as patents, or if they do issue, that they will be of sufficient scope or strength to provide our technologies with any meaningful protection or our business with any commercial protection. Further, once issued, the patents we own could be challenged, invalidated or circumvented by others.
However, we cannot assure you that our patent applications will issue as patents, or if they do issue, that they will be of sufficient scope or strength to provide our technologies with meaningful protection or our business with commercial protection. Further, the issued patents we own could be challenged, invalidated or circumvented by others.
We are at risk for interruptions, outages and breaches of (a) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; (b) facility security systems, owned by us or our third-party vendors or suppliers; (c) transmission control modules or other in-product technology, owned by us or our third-party vendors or suppliers; (d) the integrated software in our electric vehicles; (e) our mobile application software; or (f) customer or rider data that we process or our third-party vendors or suppliers process on our behalf.
We are at risk for interruptions, outages and breaches of (a) operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; (b) facility security systems, owned by us or our third-party vendors or suppliers; (c) transmission control modules or other in-product technology, owned by us or our third-party vendors or suppliers; (d) the integrated software in our electric vehicles, including connected vehicle functionality; (e) our mobile application software; or (f) customer or rider data that we process or our third-party vendors or suppliers process on our behalf.
New income, sales, use or other tax laws, statutes, rules, regulation or ordinances could be enacted at any time, or interpreted, changed, modified or applied adversely to us or our customers, any of which could adversely affect our business, prospects, financial performance and operating results.
New income, sales, use or other tax laws, statutes, rules, regulation or ordinances could be enacted at any time, or interpreted, changed, modified or applied adversely to us or our customers, any of which could adversely affect our business, prospects, financial condition and operating results.
We cannot fully predict the impact of such laws, or subsequent guidance, regulations or rules on our business or operations, including those that are still in draft form, but it may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal information, our financial condition, and the results of our operations or prospects.
As these laws evolve, we cannot fully predict the impact of such laws, or subsequent guidance, regulations or rules on our business or operations, including those that are still in draft form, but it may increase our compliance costs and potential liability, particularly in the event of a data breach, and could have a material adverse effect on our business, including how we use personal information, our financial condition and the results of our operations or prospects.
All project scopes, resource allocation, time commitment, and investment dollars dedicated to the electrification of H-D’s core products will be governed by separate joint development agreements that will be established and agreed upon by the LiveWire and H-D management teams.
All project scopes, resource allocation, time commitment, and investment dollars dedicated to the electrification of H-D’s core products will be governed and costs allocated by separate joint development agreements that will be established and agreed upon by the LiveWire and H-D management teams.
The continued development of and the ability to sell our electric vehicles at scale, including the LiveWire One, the S2 platform, and future electric vehicles, are and will be subject to risks, including with respect to: • our ability to secure necessary funding; • our ability to develop and launch a light model electric vehicle at scale and at competitive profit margins for our business; • our ability to negotiate and execute definitive agreements, and maintain arrangements on reasonable terms, with our various suppliers for hardware, software or services necessary to engineer or manufacture parts or components of our electric vehicles; • securing necessary components, services or licenses on acceptable terms and in a timely manner; • delays by us in delivering final component designs to our suppliers; • our ability to accurately produce electric vehicles within specified design tolerances; • quality controls, including within our production operations, that prove to be ineffective or inefficient; • defects in design and/or manufacture that cause our electric vehicles not to perform as expected or that require repair, field actions, product recalls or design changes; • delays, disruptions or increased costs in our third-party service providers’ and our third-party suppliers’ supply chain, including raw material supplies; • other delays, cost overruns and backlog in manufacturing and research and development of new models; • obtaining required regulatory approvals and certifications; • compliance with environmental, safety and similar regulations; and • our ability to attract, recruit, hire, retain and train skilled employees.
The continued development of and the ability to sell our electric vehicles at scale, including the LiveWire One, the S2 platform, the S4 Honcho TM , our electric balance bike, and future electric vehicles, are and will be subject to risks, including with respect to: • our ability to secure necessary funding; • our ability to develop and launch a light model electric vehicle at scale and at competitive profit margins for our business; • our ability to negotiate and execute definitive agreements, and maintain arrangements on reasonable terms, with our various suppliers for hardware, software or services necessary to engineer or manufacture parts or components of our electric vehicles; • securing necessary components, services or licenses on acceptable terms and in a timely manner; • delays by us in delivering final component designs to our suppliers; • our ability to accurately produce electric vehicles within specified design tolerances; • quality controls, including within our production operations, that prove to be ineffective or inefficient; • defects in design and/or manufacture that cause our electric vehicles not to perform as expected or that require repair, field actions, product recalls or design changes; • delays, disruptions or increased costs in our third-party service providers’ and our third-party suppliers’ supply chain, including raw material supplies, tariffs or other trade protection actions; • other delays, cost overruns and backlog in manufacturing and research and development of new models; • obtaining required regulatory approvals and certifications; • compliance with environmental, safety and similar regulations; and • our ability to attract, recruit, hire, retain and train skilled employees.
Unexpected termination of leases or failure to renew the lease of our existing premises or to renew such leases at acceptable terms could materially and adversely affect our business. We lease the premises for our research and development facility, retails stores and offices.
Unexpected termination of leases or failure to renew the lease of our existing premises or to renew such leases at acceptable terms could materially and adversely affect our business. We lease the premises for our research and development facility, retail stores and offices.
Actual or threatened war, including the conflict in Ukraine, the Israeli-Palestinian conflict, terrorist activities, political unrest, geopolitical events and related actions that may occur between mainland China and Taiwan, civil strife and other geopolitical uncertainty could have a similar adverse effect on our business, prospects, financial condition and operating results.
Actual or threatened war, including the conflict in Ukraine, the Israeli-Palestinian conflict, terrorist activities, political unrest, geopolitical events and related actions that may occur between mainland China and Taiwan, civil strife, tariffs, trade wars, and other geopolitical uncertainty could have a similar adverse effect on our business, prospects, financial condition and operating results.
Similarly, suppliers and other third parties may be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed.
Similarly, suppliers, dealers, retailers, and other third parties may be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed.
These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our electric powertrain solutions, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts.
These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our electric vehicles, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts.
Outside of our business, H-D may make certain decisions that benefit its overall business, including its relationships with its suppliers and dealers, that could negatively impact our overall business, including our supplier partnerships, pricing, approach to manufacturing or ability to expand distribution.
Outside of our business, H-D may make certain decisions that benefit its overall business, including its relationships with its shareholders, suppliers, and dealers, that could negatively impact our overall business, including our supplier partnerships, pricing, approach to manufacturing or ability to access funding or expand distribution.
The US 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.
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.
Our business also will at times require significant amounts of working capital to support the growth of additional electric vehicle platforms and electric vehicle models.
Our business also may at times require significant amounts of working capital to support the growth of additional electric vehicle platforms and electric vehicle models.
For additional information, see “We are, and may in the future be, subject to legal proceedings in the ordinary course of our business.
For additional information, and if applicable, see “We are, and may in the future be, subject to legal proceedings in the ordinary course of our business.
Our brand and reputation could be materially and negatively affected through negative publicity regarding H-D and its products and services. • We may experience operational and financial risks if we fail to effectively and appropriately separate the LiveWire business from the H-D business. • H-D could make decisions for the benefit of its overall business that could negatively impact our overall business. • Our relationship with H-D may impact our other business relationships or potential business relationships. • Leveraging contract manufacturers, including H-D, KYMCO and other potential partners, to contract manufacture electric vehicles is subject to risks. • If retail partners are unwilling to participate in our go-to-market business model or are unable or ineffective in establishing or maintaining relationships with customers for electric vehicles, it may adversely impact our business. • If we are unable to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry, or are subject to negative publicity, then our business, prospects, financial condition and operating results may suffer materially. • We, our service providers, and our suppliers are subject to numerous regulations.
Our brand and reputation could be materially and negatively affected through negative publicity regarding H-D and its products and services. • H-D could make decisions for the benefit of its overall business that could negatively impact our overall business. • Our relationship with H-D may impact our other business relationships or potential business relationships. • Leveraging contract manufacturers, including H-D, KYMCO Group and other potential partners, to contract manufacture electric vehicles is subject to risks. • If retail partners are unwilling to participate in our go-to-market business model or are unable or ineffective in establishing or maintaining relationships with customers for electric vehicles, it may adversely impact our business. • If we are unable to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry, or are subject to negative publicity, then our business, prospects, financial condition and operating results may suffer materially. • We, our service providers, and our suppliers are subject to numerous regulations.
The Federal Trade Commission and many state attorneys general are also interpreting federal and state consumer protection laws (including the Federal Trade Commission Act) as imposing standards for the online collection, use, dissemination, and security of data.
The Federal Trade Commission (“FTC”) and many state attorneys general are also interpreting federal and state consumer protection laws (including the Federal Trade Commission Act) as imposing standards for the online collection, use, dissemination and security of data and connected products.
Some patent applications in the US are maintained in secrecy for a period of time after they are filed, and since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we will be the first creator of inventions covered by any patent application we make or the first to file patent applications on such inventions.
Some patent applications in the US are maintained in secrecy for a period of time after they are filed, and since publication of discoveries in the scientific or patent literature tends to lag behind actual discoveries by several months, we cannot be certain that we will be the first to invent the inventions covered by any of our patent applications or the first to file patent applications on such inventions.
We have observed that abnormally cold and/or wet conditions in a region, including impacts from hurricanes or unusual storms, which may be exacerbated by the effects of climate change, could have the effect of reducing demand or changing the timing for purchases of our electric motorcycles at independent dealerships.
Weather may impact retail sales by our independent dealers. We have observed that abnormally cold and/or wet conditions in a region, including impacts from hurricanes or unusual storms, which may be exacerbated by the effects of climate change, could have the effect of reducing demand or changing the timing for purchases of our electric motorcycles at independent dealerships.
We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting.
The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting.
Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as our limited operating history; customer unfamiliarity with our electric vehicles and electric vehicles and electric motorcycles in general; any delays in scaling production, delivery and service operations to meet demand; competition and uncertainty regarding the future of our electric vehicles and electric vehicles and electric motorcycles in general; and our production and sales performance compared with market expectations. 23 We, our service providers, and our suppliers are subject to numerous regulations.
Maintaining such confidence may be complicated by certain factors, including those that are largely outside of our control, such as our limited operating history; customer unfamiliarity with our electric vehicles and electric vehicles and electric motorcycles in general; any delays in scaling production, delivery and service operations to meet demand; competition and uncertainty regarding the future of our electric vehicles and electric vehicles and electric motorcycles in general; and our production and sales performance compared with market expectations.
In light of the complex and evolving nature of EU, EU Member State and UK privacy laws on cookies and tracking technologies, there can be no assurances that we will be successful in our efforts to comply with such laws; violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies, as well as civil claims including class actions, and reputational damage.
In light of the complex and evolving nature of privacy laws on cookies and tracking technologies, there can be no assurances that we will be successful in our efforts to comply with such laws; violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies, reputational damage as well as significant costs related to civil claims including class actions.
We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the completion of the IPO of ABIC; (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (d) the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30th.
We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement; (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (d) the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30th.
For example, various policymakers—including the SEC, European Union, and the State of California—have adopted or are considering adopting requirements for certain companies to undertake certain climate- or other-ESG related disclosures or actions. Policymakers’ approaches are not uniform, which may increase the cost or complexity of compliance, as well as increase the general risk of litigation or enforcement on such matters.
For example, various policymakers have adopted or are considering adopting requirements for certain companies to undertake certain climate- or other-ESG related disclosures or actions. Policymakers’ approaches are not uniform, which may increase the cost or complexity of compliance, as well as increase the general risk of litigation or enforcement on such matters.
While our Electric Motorcycles segment currently focuses on the LiveWire One and the S2 platform, we expect our product roadmap to expand beyond the LiveWire One and the S2 platform and introduce new models in other categories or using other technologies that we have less experience in as we may adjust our strategies and plans from time to time to remain competitive as a pioneer in a new industry.
While our Electric Motorcycles segment currently focuses on the LiveWire One and the S2 platform, we expect our product roadmap to expand beyond the LiveWire One and the S2 platform and introduce new models in other categories, including on-road and off-road vehicles, such as the S4 Honcho TM . or using other technologies that we have less experience in as we may adjust our strategies and plans from time to time to remain competitive as a pioneer in a new industry.
Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business.
Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.
To the extent the laws change, our electric vehicles may not comply with or be positioned to take advantage of applicable foreign, federal, state or local laws, which may have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming and expensive.
To the extent the laws change, our electric vehicles may not comply with or be positioned to take advantage of applicable foreign, federal, state or local laws, including import/export, customs duties, tariffs, and applicable taxes, which may have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming and expensive.
Factors that could trigger an impairment of such assets include the following: • changes in our organization or management reporting structure that could result in additional reporting units, which may require alternative methods of estimating fair values or greater disaggregation or aggregation in our analysis by reporting unit; • significant under performance relative to historical or projected future operating results; • significant changes in the strategy for our overall business; • significant negative industry or economic trends; • significant decline in our stock price for a sustained period; and • our market capitalization declining to below net book value. 34 Future adverse changes in these or other unforeseeable factors could result in goodwill or other intangible assets impairment charges that could materially and negatively affect our business, financial condition and results of operations.
Factors that could trigger an impairment of such assets include the following: • changes in our organization or management reporting structure that could result in additional reporting units, which may require alternative methods of estimating fair values or greater disaggregation or aggregation in our analysis by reporting unit; 34 • significant under performance relative to historical or projected future operating results; • significant changes in the strategy for our overall business; • significant negative industry or economic trends; • significant decline in our stock price for a sustained period; and • our market capitalization declining to below net book value.
Any of these events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures or Internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our business, prospects, financial condition and operating results. 32 Weather may impact retail sales by our independent dealers.
Any of these events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures or Internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our business, prospects, financial condition and operating results.
The exercise price for a warrant is $11.50 per share of Common Stock. On December 31, 2024, the closing price of our Common Stock was $4.81.
The exercise price for a warrant is $11.50 per share of Common Stock. On December 31, 2025, the closing price of our Common Stock was $4.42.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit and Finance Committee reviews and discusses our information security and technology risks (such as cybersecurity), including our information security and risk management programs.
Biggest changeThe Audit and Finance Committee reviews and discusses our information security and technology risks (such as cybersecurity), including our information security and risk management programs. Our cybersecurity program is contracted through and led by Harley-Davidson’s Chief Information Security (CISO), who is responsible for assessing and managing our data privacy function and information security and technology risks (including cybersecurity).
We design our program based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework. However, this does not imply that we meet any particular technical standards, specifications or requirements, only that we use the NIST Cybersecurity Framework as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.
The program is designed based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework. However, this does not imply that we meet any particular technical standards, specifications or requirements, only that we use the NIST Cybersecurity Framework as a guide to help us identify, assess and manage cybersecurity risks relevant to our business.
Risk Factors, which are incorporated by reference into this Item 1C. Governance Our Board of Directors has risk oversight responsibility for the Company and administers this responsibility both directly and with assistance from the Audit and Finance Committee, which periodically reports to the Board of Directors on its risk oversight activities.
Risk Factors, which are incorporated by reference into this Item 1C. Governance Our Board of Directors has risk oversight responsibility for us and administers this responsibility both directly and with assistance from the Audit and Finance Committee, which periodically reports to the Board of Directors on its risk oversight 56 activities.
Currently the Company contracts for such cybersecurity services through the Master Services Agreement with Harley-Davidson, in addition to leveraging its own information technology and security tools and teams. We have invested in tools and technologies intended to protect our data and business systems, and we monitor our computing environment on an ongoing basis to help identify and assess risk.
Currently, we contract for such cybersecurity services through the Master Services Agreement with Harley-Davidson, in addition to leveraging our own information technology and security tools and teams. We have invested in tools and technologies intended to protect our data and business systems, and we monitor our computing environment on an ongoing basis to help identify and assess risk.
Item 1C. Cybersecurity Risk Management Strategy The Company has implemented a cybersecurity program intended to assess, identify, manage and reduce cybersecurity risk. Through our partnership with Harley-Davidson we maintain an IT incident response plan that is designed to protect against, identify, evaluate, respond to, and recover from an incident.
Item 1C. Cybersecurity Risk Management Strategy We have implemented a cybersecurity program intended to assess, identify, manage and reduce cybersecurity risks. Through our partnership with Harley-Davidson, we maintain an IT incident response plan that is designed to protect against, identify, evaluate, respond to, and recover from an incident.
The Audit and Finance Committee, comprised solely of independent directors, oversees our enterprise risk management program and assists the Board of Directors in fulfilling its oversight responsibility with respect to our information security and technology risks (including cybersecurity), which are fully integrated into our enterprise risk management systems.
The Audit and Finance Committee, comprised solely of independent directors, oversees our enterprise risk management program and assists the Board of Directors in fulfilling its oversight responsibility with respect to our information security and technology risks (including cybersecurity), which are included as part of our enterprise risk management systems.
Although the Company has invested in the protection of its data and information technology and monitors its systems on an ongoing basis, there can be no assurance that such efforts will in the future prevent material compromises to Company information technology systems that could have a material adverse effect on the Company’s business. See Item 1A.
Although we have invested in the protection of our data and information technology and monitor our systems on an ongoing basis, there can be no assurance that such efforts will in the future prevent material compromises to our information technology systems that could have a material adverse effect on our business. See Item 1A.
In general we also contractually require material third-party service providers with access to our information technology systems, sensitive business data or personal information to implement and maintain reasonably appropriate security controls and to use our personal information only to provide services to us, except as required by law. 55 While the Company has experienced, and may in the future experience, cybersecurity incidents, prior incidents have not materially affected the Company’s business, results of operations or financial condition.
In general, we also contractually require material third-party service providers with access to our information technology systems, sensitive business data or personal information to implement and maintain reasonably appropriate security controls and to use our personal information only to provide services to us, except as required by law.
The CISO reports to Harley Davidson’s Chief Digital and Operations Officer, who has extensive experience in leading information systems management, strategy and operational execution, including information security and incident management, prevention and response. The Harley-Davidson CISO meets regularly with the appropriate management to review and discuss our cybersecurity and other information technology risks and opportunities.
The CISO reports to Harley-Davidson’s Chief Legal, Compliance and Corporate Affairs Officer, who has been providing legal support to the Harley-Davidson’s Corporate Information Security Office for over nine years. The Harley-Davidson CISO meets regularly with the appropriate management to review and discuss our cybersecurity and other information technology risks and opportunities.
In addition, periodic cybersecurity awareness messages are posted to employees on the Company portal as new threats and scams develop throughout the year.
In addition, periodic cybersecurity awareness messages are communicated to employees as new threats and scams develop throughout the year. To reinforce these practices, routine phishing simulations are conducted across the organization to test employees awareness and provide targeted follow-up training, as needed.
Removed
Our cybersecurity program is contracted through and led by Harley-Davidson’s Chief Information Security and Privacy Officer (CISO) who is responsible for assessing and managing the Company’s data privacy function and information security and technology risks (including cybersecurity). The CISO has over 20 years of cyber industry and compliance experience, serving in a CISO capacity for over ten of those years.
Added
While we have experienced, and may in the future experience, cybersecurity incidents, prior incidents have not materially affected the Company’s business, results of operations or financial condition.
Added
In October 2025, the CISO left Harley-Davidson and the Chief Digital and Operations Officer assumed the responsibilities of acting CISO from October until his departure on December 31, 2025. Harley-Davidson’s IT Security Manager is serving as acting CISO, executing all the responsibilities of the CISO, while Harley-Davidson conducts a search to fill the position.
Added
The Company's IT Security Manager has over 20 years of experience in Information Technology, including 13 years focused on cybersecurity and regulatory compliance, with leadership roles spanning Enterprise Security Architecture, Security Operations and Incident Response, Cybersecurity Engineering, and Application Security. This background includes developing and executing security strategies, managing incident prevention and response, and leading operational risk programs.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties A summary of the principal operating properties as of December 31, 2024 is as follows: Type of Facility Location Status Electric Motorcycles - corporate office Milwaukee, WI Leased Electric Motorcycles - product development center Wauwatosa, WI Leased Electric Motorcycles - customer experience center Malibu, CA Leased Electric Motorcycles - retail operations Carson, CA Leased Electric Motorcycles - marketing displays and test rides Los Angeles, CA Leased STACYC - corporate office and research and development activities Fort Worth, TX Leased
Biggest changeProperties A summary of the principal operating properties as of December 31, 2025 is as follows: Type of Facility Location Status Electric Motorcycles - Corporate Office & Product Development Center Milwaukee, WI Leased Electric Motorcycles - Customer Experience Center Malibu, CA Leased Electric Motorcycles - Retail Operations Carson, CA Leased STACYC - Corporate Office and Research and Development Activities Fort Worth, TX Leased

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe 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. Refer to Note 14, Commitments and Contingencies, to the Notes to consolidated financial statements. Item 4. Mine Safety Disclosures Not Applicable. 57 PART II
Biggest changeThe 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. Refer to Note 14, Commitments and Contingencies, in the Notes to consolidated financial statements. Item 4. Mine Safety Disclosures Not Applicable. 57 PART II
Item 3. Legal Proceedings 56 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.
Item 3. Legal Proceedings 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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock Performance Graph The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such a filing.
Biggest changePurchases of Equity Securities The Company’s share repurchases, which consisted of shares of Common Stock surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units were as follows during the quarter ended December 31, 2025: 2025 Fiscal Date of Vest Total Number of Shares Repurchased Average 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 December 1 - December 31 62,996 $ 4.21 — — Stock Performance Graph The following information in this Item 5 is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates it by reference into such a filing.
We have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 9/26/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 LiveWire Group, Inc. $100 $76 $52 $69 $126 $74 $120 $77 $82 $65 $51 S&P 500 Index $100 $98 $106 $113 $124 $123 $137 $152 $159 $168 $174 59 Item 6.
We have never declared or paid cash dividends on our common stock nor do we anticipate paying any such cash dividends in the foreseeable future. 58 9/26/2022 9/30/2022 12/31/2022 3/31/2023 6/30/2023 9/30/2023 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 3/31/2025 6/30/2025 9/30/2025 12/31/2025 LiveWire Group, Inc. $100 $76 $52 $69 $126 $74 $120 $77 $82 $65 $51 $21 $49 $51 $47 S&P 500 Index $100 $98 $106 $113 $124 $123 $137 $152 $159 $168 $174 $166 $176 $203 $239 Item 6.
Holders of Record As of February 19, 2025, there were 11 shareholders of record of our Common Stock and 3 holders of record of our warrants to purchase our Common Stock.
Holders of Record As of February 18, 2026, there were 8 shareholders of record of our Common Stock and 1 holder of record of our warrants to purchase our Common Stock.
In addition, the Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.
In addition, the Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer or Affiliated Purchaser Sales of Unregistered Equity Securities There were no unregistered sales of equity securities for the years ended December 31, 2025, 2024 and 2023.
Removed
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings; Purchases of Equity Securities by the Issuer or Affiliated Purchaser Sales of Unregistered Equity Securities Other than the information that has been previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2022, there were no unregistered sales of equity securities for the years ended December 31, 2024 and 2023, or for the period between September 30, 2022 and December 31, 2022.
Removed
Use of Proceeds On October 5, 2020, ABIC consummated its initial public offering of 40,000,000 units. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $400 million. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-248785).
Removed
The SEC declared the registration statement effective on October 1, 2020. Of the gross proceeds received from ABIC’s initial public offering, the full exercise of the over-allotment option and the sale of private placement warrants in connection with the initial public offering, $400 million was placed in a trust account.
Removed
On September 26, 2022, (i) pursuant to investments agreements entered into in connection with the Business Combination, we issued 10,000,000 shares of Common Stock to KYMCO Group at a price per share of $10.00, generating gross proceeds of $100,000,000, (ii) pursuant to the Business Combination and an investments agreement entered into in connection with the Business Combination, we issued 10,000,000 shares of Common Stock to the Legacy LiveWire Equityholder at a price per share of $10.00, generating gross proceeds of $100,000,000 and (iii) 10,000,000 shares of Common Stock as part of the H-D Backstop Amount (as defined herein) at a price per share of $10.00, generating gross proceeds of $100,000,000.
Removed
After deducting payments to existing stockholders of approximately $368.1 million in connection with their exercise of redemption rights, the remaining balance immediately prior to closing of the Business Combination (the “Closing”) (as defined herein) of approximately $34 million remained in the trust account.
Removed
The remaining amount in the trust account and the PIPE Investment were used to fund the Business Combination and related transaction expenses. 58 Purchases of Equity Securities The Company’s share repurchases, which consisted of shares of Common Stock surrendered to satisfy withholding taxes in connection with the vesting of restricted stock units were as follows during the quarter ended December 31, 2024: 2024 Fiscal Date of Vest Total Number of Shares Repurchased Average 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 December 1 - December 31 88,371 $ 5.85 — — The LiveWire Group, Inc. 2022 Incentive Award Plan provides that the withholding obligations be settled by the Company retaining shares that are part of the award.
Removed
During the fourth quarter of 2024, there were 88 thousand shares of common stock retained to satisfy withholding taxes in connection with the vesting of restricted stock units.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

55 edited+37 added−34 removed38 unchanged
Biggest changeAdditionally, the increase in cash reflects the amount of cash released from ABIC’s trust account of $13.6 million (net of the SPAC share redemption amount) and the $100 million equity backstop (the “H-D Backstop Amount”) provided by H-D in exchange for 10,000,000 shares of Common Stock for a purchase price of $10.00 per share pursuant to the terms of the Business Combination Agreement.
Biggest changeAdditionally, the increase in cash reflects the amount of cash released from ABIC’s trust account of $13.6 million (net of the SPAC share redemption amount) and the $100.0 million equity backstop (the “H-D Backstop Amount”) provided by H-D in exchange for 10,000,000 shares of Common Stock for a purchase price of $10.00 per share pursuant to the terms of the Business Combination Agreement. 2026 Outlook For 2026, LiveWire's focus is on the launch of its two new 125 cc-equivalent mini-motors, the S4 Honcho TM products, continued network expansion, cost savings and improvements, product innovation and development focused on profitable products, and continued growth of the STACYC segment. 60 Basis of Presentation Refer to Note 1, Description of Business and Basis of Presentation, in the Notes to the consolidated financial statements for a discussion of the underlying basis used to prepare the consolidated financial statements.
Revenue Recognition - Revenue from the sale of LiveWire One electric motorcycles, electric balance bikes as well as parts and accessories and apparel are recorded when control is transferred to the customer, generally at the time of shipment to independent dealers and distributors or at the time of delivery to retail customers.
Revenue Recognition - Revenue from the sale of LiveWire One electric motorcycles, electric balance bikes, electric bikes, as well as parts and accessories and apparel are recorded when control is transferred to the customer, generally at the time of shipment to independent dealers and distributors or at the time of delivery to retail customers.
LiveWire also provides limited warranties on parts and accessories and electric balance bikes. Estimated warranty costs are recorded at the time of sale and are based primarily on historical LiveWire claim and industry information. Additionally, LiveWire may from time-to-time initiate certain voluntary recall campaigns or field actions.
LiveWire also provides limited warranties on parts and accessories, electric balance bikes, and electric bikes. Estimated warranty costs are recorded at the time of sale and are based primarily on historical LiveWire claim and industry information. Additionally, LiveWire may from time-to-time initiate certain voluntary recall campaigns or field actions.
Upon closing of the Business Combination and PIPE Investments, the most significant change in the Company’s future reported financial position and results was an increase in cash due to net proceeds received of approximately $293.7 million, including a $100 million investment from the Legacy LiveWire Equityholder and a $100 million investment from certain members of the KYMCO Group, through a PIPE.
Upon closing of the Business Combination and PIPE Investments, the most significant change in the Company’s future reported financial position and results was an increase in cash due to net proceeds received of approximately $293.7 million, including a $100.0 million investment from the Legacy LiveWire Equityholder and a $100.0 million investment from certain members of the KYMCO Group, through a PIPE.
During 2024 and 2023, the Company tested its goodwill balances for impairment and no impairment charges were recorded to goodwill as a result of those impairment tests. Product Warranty and Recalls - LiveWire provides a limited warranty on the new electric motorcycles for a period of two years, except for the battery which is covered for five years.
During 2025 and 2024, the Company tested its goodwill balances for impairment and no impairment charges were recorded to goodwill as a result of those impairment tests. Product Warranty and Recalls - LiveWire provides a limited warranty on the new electric motorcycles for a period of two years, except for the battery which is covered for five years.
Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Form 10-K, particularly in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” discussions. Overview and 2024 Highlights LiveWire is an industry-leading all-electric vehicle brand with a mission to pioneer the growing two-wheel electric motorcycle space.
Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Form 10-K, particularly in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” discussions. Overview LiveWire is an industry-leading all-electric vehicle brand with a mission to pioneer the rapidly growing two-wheel electric motorcycle space.
In the event of the exercise of any of Warrants for cash, LiveWire will receive the proceeds from such exercise. Assuming the exercise in full of all of Warrants for cash, LiveWire would receive an aggregate of approximately $349.2 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise.
Assuming the exercise in full of all of Warrants for cash, LiveWire would receive an aggregate of approximately $349.2 million, but would not receive any proceeds from the sale of the shares of Common Stock issuable upon such exercise.
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.
As a result of the Business Combination completed on September 26, 2022, LiveWire will be subject to certain payments in the event minimum purchase commitments under the Contract Manufacturing Agreement with H-D are not met beginning in the year 2027.
The 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 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%.
For goodwill, the reporting units used in assessing impairment is the same as the Company’s two operating segments and reportable segments as described in Note 17, Reportable Segments and Geographic Information.
For goodwill, the reporting units used in assessing impairment is the same as the Company’s two operating segments and reportable segments as described in Note 16, Reportable Segments and Geographic Information.
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.
The Convertible Term Loan had a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026.
The fair value of the Private Placement Warrants is determined by using the quoted market price of the Public Warrants as the Private Warrants have terms and provisions that impact the fair value assessment that are identical to those of the Public Warrants, including the exercise price, exercisability and exercise period.
The fair value of the Private Placement Warrants is determined by using the quoted market price of the Public Warrants as the Private Warrants have terms and provisions that impact the fair value assessment that are economically similar to those of the Public Warrants, including the exercise price, exercisability and exercise period.
LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of December 31, 2024, the reported sales price of Common Stock was $4.81 per share.
LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of December 31, 2025, the reported sales price of Common Stock was $4.42 per share.
Results of Operations 2023 Compared to 2022 Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 23, 2024 with the SEC for a detailed discussion of the results of operations for 2023 compared to 2022.
Results of Operations 2024 Compared to 2023 Refer to “Management's Discussion and Analysis of Financial Condition and Results of Operations” within our Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 21, 2025 with the SEC for a detailed discussion of the results of operations for 2024 compared to 2023.
International unit sales prior to November 5, 2024 are reflected as Company Retail Motorcycle Unit Sales, while unit sales November 5, 2024 and beyond are reflected as Wholesale Motorcycle Unit Sales. (2) Data source for Company Retail Motorcycle Unit Sales figures shown above is LiveWire’s records.
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.
The Company operates in two segments: Electric Motorcycles and STACYC. LiveWire’s Electric Motorcycles segment sells electric motorcycles, related parts and accessories and apparel in the United States and certain international markets, while the STACYC segment sells electric balance bikes for kids, related parts and accessories and apparel in the United States and certain international markets.
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.
Liquidity and Capital Resources As of December 31, 2024 and 2023, LiveWire’s cash and cash equivalents were $64,437 thousand and $167,904 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.
Liquidity and Capital Resources As of December 31, 2025 and 2024, LiveWire’s cash and cash equivalents were $82,777 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.
The Company also has a liability of $6,156 thousand as of December 31, 2024 thousand for excess inventory components held by H-D that the Company expects to be obligated to reimburse H-D under the terms of the Contract Manufacturing Agreement. Refer to Note 16, Related Party Transactions, for discussion of commitments with H-D.
The Company also has a liability of $6,080 thousand as of December 31, 2025 thousand for excess inventory components held by H-D that the Company expects to be obligated to reimburse H-D under the terms of the Contract Manufacturing Agreement. Refer to Note 15, Related Party Transactions, for discussion of commitments with H-D.
Operating loss from the STACYC segment was $4,856 thousand for the year ended December 31, 2024, compared to operating income of $622 thousand for the year ended December 31, 2023. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.
Operating loss from the STACYC segment was $1,653 thousand for the year ended December 31, 2025 compared to operating loss of $4,856 thousand for the year ended December 31, 2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.
As discussed above, related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount, the Company recorded $5,023 thousand of expense in the year ended December 31, 2024 related to employee termination benefits and other costs.
The Company recorded $5,023 thousand of expense in the year ended December 31, 2024 related to employee termination benefits and other costs related to the move of LiveWire Labs from California to Wisconsin, as well as the Company’s actions to streamline headcount.
Basis of Presentation Refer to Note 1, Description of Business and Basis of Presentation, in the consolidated financial statements for a discussion of the underlying basis used to prepare the consolidated financial statements. 61 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.
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.
The Electric Motorcycles segment operating loss for the year ended December 31, 2024 was $105,500 thousand, compared to an operating loss of $116,611 thousand for the year ended December 31, 2023. Refer to the Electric Motorcycles segment analysis below for further discussion.
The Electric Motorcycles segment operating loss for the year ended December 31, 2025 was $73,831 thousand, compared to an operating loss of $105,500 thousand for the year ended December 31, 2024. Refer to the Electric Motorcycles segment analysis below for further discussion.
The STACYC segment operating loss for the year ended December 31, 2024 was $4,856 thousand, as compared to operating income of $622 thousand for the year ended December 31, 2023. Refer to the STACYC segment analysis below for further discussion.
The STACYC segment operating loss for the year ended December 31, 2025 was $1,653 thousand, as compared to operating loss of $4,856 thousand for the year ended December 31, 2024. Refer to the STACYC segment analysis below for further discussion.
Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities for the year ended December 31, 2024 was income of $10,770 thousand compared to a loss of $4,020 thousand for the year ended December 31, 2023.
Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities for the year ended December 31, 2025 was loss of $352 thousand compared to income of $10,770 thousand for the year ended December 31, 2024.
The loss recognized of $4,020 thousand for the year ended December 31, 2023 was due to the increase in the estimated fair value of the warrants from December 31, 2022 related to fluctuations in the market price of the warrants. See Note 10, Warrant Liabilities, in the consolidated financial statements for further discussion.
The income recognized of $10,770 thousand for the year ended December 31, 2024 was due to the decrease in the estimated fair value of the warrants from December 31, 2023 related to fluctuations in the market price of the warrants. See Note 10, Warrant Liabilities, in the consolidated financial statements for further discussion.
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 Unit Sales (STACYC) – LiveWire defines Electric Balance Bike Unit Sales as the number of electric balance bikes sold by LiveWire for which LiveWire recognized revenue during the period. • Independent Retail Partners (STACYC) – Independent Retail Partners as used with STACYC are independent entities under contract with STACYC to sell electric balance bikes, related products and services. 62 The following table details the key business metric amounts for the periods indicated: Year Ended 2024 2023 Wholesale Motorcycle Unit Sales: US 422 533 International (1) 89 — Total Wholesale Motorcycle Unit Sales 511 533 Company Retail Motorcycle Unit Sales: US 23 95 International (1) 78 32 Total Company Retail Motorcycle Unit Sales 101 127 Total LiveWire Motorcycle Unit Sales 612 660 Retail Motorcycle Unit Sales: Company Retail Motorcycle Unit Sales (2) 101 127 Independent Retail Partners (3) 391 210 Total Retail Motorcycle Unit Sales 492 337 Retail Motorcycle Unit Sales: US 414 305 International 78 32 Total Retail Motorcycle Unit Sales 492 337 Electric Balance Bike Unit Sales: US 16,925 21,172 International 1,624 10,941 Total Electric Balance Bike Unit Sales 18,549 32,113 (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.
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. 61 The following table details the key business metric amounts for the periods indicated: Year Ended 2025 2024 Wholesale Motorcycle Unit Sales: US 226 422 International (1) 363 89 Total Wholesale Motorcycle Unit Sales 589 511 Company Retail Motorcycle Unit Sales: US 64 23 International (1) — 78 Total Company Retail Motorcycle Unit Sales 64 101 Total LiveWire Motorcycle Unit Sales 653 612 Retail Motorcycle Unit Sales: Company Retail Motorcycle Unit Sales (2) 64 101 Independent Retail Partners (3) 780 391 Total Retail Motorcycle Unit Sales 844 492 Retail Motorcycle Unit Sales: US 506 414 International 338 78 Total Retail Motorcycle Unit Sales 844 492 Electric Balance Bike and Electric Bike Unit Sales: US 16,799 16,925 International 4,834 1,624 Total Electric Balance Bike and Electric Bike Unit Sales 21,633 18,549 (1) Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers.
The overall decrease in cash during the year ended December 31, 2023 was due primarily to a decrease in net cash provided by financing activities. Operating Activities The Company had negative cash flow from operating activities during the years ended December 31, 2024 and 2023.
The overall decrease in cash during the year ended December 31, 2024 was due primarily to a decrease in net cash used by operating activities. Operating Activities The Company had net cash outflow from operating activities during the years ended December 31, 2025 and 2024.
Valuation of Warrant Liabilities - Upon consummation of the Business Combination, the Company assumed 30,499,990 warrants to purchase LiveWire's Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of its IPO of units (the “Public Warrants”) and 10,500,000 of outstanding warrants originally issued in a private placement in connection with the IPO of ABIC (the “Private Placement Warrants”, collectively with the Public Warrants, the “Warrants”).
LiveWire’s warranty and recall or field action liabilities are discussed further in Note 12, Product Warranty and Recall Campaigns, in the consolidated financial statements. 70 Valuation of Warrant Liabilities - Upon consummation of the Business Combination, the Company assumed 30,499,990 warrants to purchase LiveWire's Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of its IPO of units (the “Public Warrants”) and 10,500,000 of outstanding warrants originally issued in a private placement in connection with the IPO of ABIC (the “Private Placement Warrants”, collectively with the Public Warrants, the “Warrants”).
The Electric Motorcycles segment reported an operating loss of $105,500 thousand for the year ended December 31, 2024, as compared to an operating loss of $116,611 thousand for the 64 year ended December 31, 2023.
The Electric Motorcycles segment reported an operating loss of $73,831 thousand for the year ended December 31, 2025, as compared to an operating loss of $105,500 thousand for the year ended December 31, 2024.
Retail Motorcycle Unit Sales made through both the Company-owned dealership and Independent Retail Partners are a key measure of consumer demand and market share for LiveWire’s electric motorcycles. Total Electric Balance Bike Unit Sales is a key driver of revenue and profit for STACYC.
Wholesale Motorcycle Unit shipments and Company Retail Motorcycle Unit Sales are key drivers of revenue and profit 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.
Cash Flow Activity The following table presents condensed highlights from our consolidated statements of cash flows for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 Net cash used by operating activities $ (93,859) $ (83,462) Net cash used by investing activities (8,068) (13,462) Net cash used by financing activities (1,444) (412) Effect of exchange rate changes on cash and cash equivalents (96) — Net decrease in cash and cash equivalents $ (103,467) $ (97,336) The overall decrease in cash during the year ended December 31, 2024 was due primarily to an increase in net cash used by operating activities.
Cash Flow Activity The following table presents condensed highlights from our consolidated statements of cash flows for the years ended December 31, 2025 and 2024 (in thousands): 2025 2024 Net cash used by operating activities $ (53,548) $ (93,859) Net cash used by investing activities (3,811) (8,068) Net cash provided (used) by financing activities 75,735 (1,444) Effect of exchange rate changes on cash and cash equivalents (36) (96) Net increase (decrease) in cash and cash equivalents $ 18,340 $ (103,467) The overall increase in cash during the year ended December 31, 2025 was due primarily to an increase in net cash provided by financing activities, offset by a decrease in net cash used by operating activities.
The 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 Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. All of the obligations under the Term Loan are collateralized by a security interest in substantially all of the assets of the Company.
The income recognized of $10,770 thousand for the year ended December 31, 2024 was due to the decrease in the estimated fair value of the warrants from December 31, 2023 related to fluctuations in the market price of the warrants.
The loss recognized of $352 thousand for the year ended December 31, 2025 was due to the increase in the estimated fair value of the warrants from December 31, 2024 related to fluctuations in the market price of the warrants.
Selling, Administrative and Engineering Expense Selling, administrative and engineering expense for the year ended December 31, 2024 increased by $1,355 thousand, or 14.5%, to $10,710 thousand from $9,355 thousand for the year ended December 31, 2023.
Selling, Administrative and Engineering Expense Selling, administrative and engineering expense for the year ended December 31, 2025 decreased by $1,496 thousand, or 14.0%, to $9,214 thousand from $10,710 thousand for the year ended December 31, 2024.
Income Tax Provision The income tax provision for the year ended December 31, 2024 was $43 thousand, as compared to an income tax provision of $78 thousand for the year ended December 31, 2023.
Income Tax Provision The income tax provision for the year ended December 31, 2025 was $189 thousand compared to $43 thousand for the year ended December 31, 2024.
Financing Activities Net cash used by financing activities increased by $1,032 thousand to $1,444 thousand net cash used by financing activities for the year ended December 31, 2024 compared to $412 thousand net cash used by financing activities for the year ended December 31, 2023.
Financing Activities Net cash provided by financing activities increased by $77,179 thousand to $75,735 thousand for the year ended December 31, 2025 compared to $1,444 thousand net cash used by financing activities for the year ended December 31, 2024.
The Company also recognized a noncash reduction in stock compensation expense of $3,753 thousand in the year ended December 31, 2024 resulting from forfeitures of awards related to employees who terminated in the year ended December 31, 2024 resulting from these actions. 66 STACYC The following table presents consolidated results of operations for the STACYC segment for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 $ Change % Change Revenue: Electric balance bikes $ 14,043 $ 22,865 $ (8,822) (38.6) % Parts, accessories and apparel 4,209 3,610 599 16.6 % Revenue, net 18,252 26,475 (8,223) (31.1) % Cost of goods sold 12,398 16,498 (4,100) (24.9) % Gross profit 5,854 9,977 (4,123) (41.3) % Operating expenses: Selling, administrative and engineering expense 10,710 9,355 1,355 14.5 % Operating (loss) income $ (4,856) $ 622 $ (5,478) (880.7) % Revenue Revenue for the year ended December 31, 2024 decreased by $8,223 thousand, or 31.1%, to $18,252 thousand from $26,475 thousand for the year ended December 31, 2023.
The Company also recognized a noncash reduction in stock compensation expense of $3,753 thousand in the year ended December 31, 2024 resulting from forfeitures of awards related to employees who terminated in the year ended December 31, 2024 resulting from these actions. 65 STACYC The following table presents consolidated results of operations for the STACYC segment for the years ended December 31, 2025 and 2024 (in thousands): 2025 2024 $ Change % Change Revenue: Electric balance bikes and electric bikes $ 15,808 $ 14,043 $ 1,765 12.6 % Parts, accessories and apparel 3,800 4,209 (409) (9.7) % Revenue, net 19,608 18,252 1,356 7.4 % Cost of goods sold 12,047 12,398 (351) (2.8) % Gross profit 7,561 5,854 1,707 29.2 % Operating expenses: Selling, administrative and engineering expense 9,214 10,710 (1,496) (14.0) % Operating loss $ (1,653) $ (4,856) $ 3,203 66.0 % Revenue Revenue for the year ended December 31, 2025 increased by $1,356 thousand, or 7.4%, to $19,608 thousand from $18,252 thousand for the year ended December 31, 2024.
LiveWire’s net losses reflect the early-stage nature of LiveWire’s business including investments in product development as LiveWire continues to focus on technological innovation that it expects will support future products and growth, and investments in talent and capabilities to support the new company.
LiveWire’s net loss for the year ended December 31, 2025 was $75,114 thousand compared to $93,925 thousand for the year ended December 31, 2024. LiveWire’s net losses reflect the early-stage nature of LiveWire’s business including investments in product development as LiveWire continues to focus on technological innovation that it expects will support future products and growth.
Cost of Goods Sold Cost of goods sold for the year December 31, 2024 decreased by $279 thousand, or 1.0%, to $27,018 thousand from $27,297 thousand for the year ended December 31, 2023.
Cost of Goods Sold Cost of goods sold for the year December 31, 2025 decreased by $8,960 thousand, or 33.2%, to $18,058 thousand from $27,018 thousand for the year ended December 31, 2024.
Net cash used in operating activities increased by $10,397 thousand to $93,859 thousand for the year ended December 31, 2024 compared to $83,462 thousand for the year ended December 31, 2023.
Net cash used in operating activities decreased by $40,311 thousand to $53,548 thousand for the year ended December 31, 2025 compared to $93,859 thousand for the year ended December 31, 2024.
Selling, Administrative and Engineering Expense Selling, administrative and engineering expense for the year ended December 31, 2024 decreased by $13,999 thousand, or 13.9%, to $86,863 thousand from $100,862 thousand for the year ended December 31, 2023.
Selling, Administrative and Engineering Expense Selling, administrative and engineering expense for the year ended December 31, 2025 decreased by $25,026 thousand, or 28.8%, to $61,837 thousand from $86,863 thousand for the year ended December 31, 2024.
The increase in negative cash flow from operating activities in 2024 was primarily driven by unfavorable changes in accounts payable to related party, accounts payable and accrued liabilities, and other current assets offset by a reduction in net loss adjusted for non-cash items, and favorable changes in accounts receivable, net, accounts receivable from related parties, and inventories compared to 2023.
The decrease in net cash outflow from operating activities in 2025 was primarily driven by a reduction in net loss adjusted for non-cash items and favorable changes in inventory and accounts payable to related party offset by unfavorable changes in accounts receivable from related party and accounts payable and accrued liabilities compared to 2024. 68 Investing Activities Net cash used in investing activities decreased by $4,257 thousand to $3,811 thousand for the year ended December 31, 2025 compared to $8,068 thousand for the year ended December 31, 2024.
The decrease was primarily due to lower revenue from electric balance bikes of $8,822 thousand. The decrease in revenue from electric balance bikes was driven by lower shipment volumes of $6,144 thousand primarily to our independent distributors, along with a decrease of $2,678 thousand due to pricing and promotions for the year ended December 31, 2024.
The increase in revenue of $1,765 thousand was driven by a $2,351 thousand increase from higher volumes due to new products and new markets, and higher shipment volumes to our third party distributors, offset by a reduction in electric balance bikes and electric bikes revenue from lower product pricing and promotions of $586 thousand in the year ended December 31, 2025 compared to the year December 31, 2024.
This information is subject to revision. 63 The following table details the number of retail partners: As of As of December 31, 2024 December 31, 2023 Electric Motorcycles Company-owned dealership 1 1 Independent Retail Partners: U.S. 61 83 International 27 43 Total Electric Motorcycles Independent Retail Partners 88 126 Total Electric Motorcycles Retail Partners 89 127 STACYC Independent Retail Partners: U.S. 2,041 1,975 International 151 137 Total STACYC Independent Retail Partners 2,192 2,112 The Electric Motorcycles retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles.
This information is subject to revision. 62 The following table details the number of retail partners: As of As of December 31, 2025 December 31, 2024 Electric Motorcycles Company-owned dealership 1 1 Independent Retail Partners: U.S. 47 61 International 49 27 Total Electric Motorcycles Independent Retail Partners 96 88 Total Electric Motorcycles Retail Partners 97 89 STACYC Independent Retail Partners: U.S. 1,986 2,041 International (1) 31 151 Total STACYC Independent Retail Partners 2,017 2,192 (1) In May 2025, STACYC moved to a distributor model in Canada whereby the previous independent retail partners are now contracted through STACYC’s distributor.
Results of Operations The following table presents consolidated results of operations for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 $ Change % Change Operating loss from Electric Motorcycles $ (105,500) $ (116,611) $ 11,111 9.5 % Operating (loss) income from STACYC (4,856) 622 (5,478) (880.7) % Total operating loss (110,356) (115,989) 5,633 4.9 % Interest income 5,704 10,537 (4,833) (45.9) % Change in fair value of warrant liabilities 10,770 (4,020) 14,790 367.9 % Loss before income taxes (93,882) (109,472) 15,590 (14.2) % Income tax provision 43 78 (35) (44.9) % Net loss (93,925) (109,550) 15,625 14.3 % Other comprehensive loss: Foreign currency translation adjustments (5) 17 (22) (129.4) % Comprehensive loss $ (93,930) $ (109,533) $ 15,603 14.2 % Net loss per share, basic and diluted $ (0.46) $ (0.54) $ (0.08) 14.8 % Operating Income (Loss) The Company reported an operating loss of $110,356 thousand for the year ended December 31, 2024 compared to an operating loss of $115,989 thousand for the year ended December 31, 2023.
Results of Operations The following table presents consolidated results of operations for the years ended December 31, 2025 and 2024 (in thousands): 2025 2024 $ Change % Change Operating loss from Electric Motorcycles $ (73,831) $ (105,500) $ 31,669 30.0 % Operating loss from STACYC (1,653) (4,856) 3,203 66.0 % Total operating loss (75,484) (110,356) 34,872 31.6 % Interest expense, related party (255) — (255) (100.0) % Interest income 1,166 5,704 (4,538) (79.6) % Change in fair value of warrant liabilities (352) 10,770 (11,122) (103.3) % Loss before income taxes (74,925) (93,882) 18,957 20.2 % Income tax provision 189 43 146 339.5 % Net loss (75,114) (93,925) 18,811 20.0 % Other comprehensive loss: Foreign currency translation adjustments (29) (5) (24) (480.0) % Comprehensive loss $ (75,143) $ (93,930) $ 18,787 20.0 % Net loss per share, basic and diluted $ (0.37) $ (0.46) $ 0.09 19.6 % 63 Operating Loss The Company reported an operating loss of $75,484 thousand for the year ended December 31, 2025 compared to an operating loss of $110,356 thousand for the year ended December 31, 2024.
Interest Income Interest income for the year ended December 31, 2024 was $5,704 thousand compared to $10,537 thousand for the year ended December 31, 2023. The change was primarily driven by the decrease in the Company’s investment in money market funds from $161,000 thousand at December 31, 2023 to $52,000 thousand at December 31, 2024.
Interest Income Interest income for the year ended December 31, 2025 was $1.2 million compared to $5.7 million for the year ended December 31, 2024. The change was primarily driven by the decrease in the Company’s investment in money market funds during the year prior to the Company borrowing $75.0 million under the Term Loan on December 15, 2025.
The income tax provision in 2024 and 2023 was driven by the change in deferred tax liability associated with the amortization of the taxable temporary difference related to indefinite lived intangibles that are not amortized for book purposes. 65 Segment Results Electric Motorcycles The following table presents consolidated results of operations for the Electric Motorcycles segment for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 $ Change % Change Revenue: Electric motorcycles $ 7,644 $ 11,087 $ (3,443) (31.1) % Parts, accessories and apparel 737 461 276 59.9 % Revenue, net 8,381 11,548 (3,167) (27.4) % Cost of goods sold 27,018 27,297 279 1.0 % Gross profit (18,637) (15,749) (2,888) (18.3) % Operating expenses: Selling, administrative and engineering expense 86,863 100,862 (13,999) (13.9) % Operating loss $ (105,500) $ (116,611) $ 11,111 9.5 % Revenue Revenue for the year ended December 31, 2024 decreased by $3,167 thousand, or 27.4%, to $8,381 thousand from $11,548 thousand for the year ended December 31, 2023.
The increase in the income tax provision in 2025 compared to 2024 was primarily driven by profits generated by the non-U.S. entities. 64 Segment Results Electric Motorcycles The following table presents consolidated results of operations for the Electric Motorcycles segment for the years ended December 31, 2025 and 2024 (in thousands): 2025 2024 $ Change % Change Revenue: Electric motorcycles $ 4,691 $ 7,644 $ (2,953) (38.6) % Parts, accessories and apparel 1,373 737 636 86.3 % Revenue, net 6,064 8,381 (2,317) (27.6) % Cost of goods sold 18,058 27,018 (8,960) (33.2) % Gross profit (11,994) (18,637) 6,643 35.6 % Operating expenses: Selling, administrative and engineering expense 61,837 86,863 (25,026) (28.8) % Operating loss $ (73,831) $ (105,500) $ 31,669 30.0 % Revenue Revenue for the year ended December 31, 2025 decreased by $2,317 thousand, or 27.6%, to $6,064 thousand from $8,381 thousand for the year ended December 31, 2024.
Cost of Goods Sold Cost of goods sold for the year December 31, 2024 decreased by $4,100 thousand, or 24.9%, to $12,398 thousand from $16,498 thousand for the year ended December 31, 2023. The decrease was primarily due to lower volumes in alignment with the decreased revenue described above.
Cost of Goods Sold Cost of goods sold for the year December 31, 2025 decreased by $351 thousand, or 2.8%, to $12,047 thousand from $12,398 thousand for the year ended December 31, 2024 and was primarily due to product mix and lower fulfillment costs.
Otherwise, there have been no material changes in the Company’s cash obligations and commitments since the end of fiscal year 2024. 68 LiveWire’s material contractual operating cash commitments at December 31, 2024 relate to leases as discussed further in Note 9, Leases, in the consolidated financial statements.
LiveWire’s material contractual operating cash commitments at December 31, 2025 relate to leases as discussed further in Note 9, Leases, in the consolidated financial statements. LiveWire estimates capital expenditures to be between $3 million and $8 million in 2026.
As discussed below, on September 26, 2022 as part of the Business Combination, LiveWire, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company. LiveWire’s net loss for the year ended December 31, 2024 was $93,925 thousand compared to $109,550 thousand for the year ended December 31, 2023.
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 59 Business Combination, the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.
The increase was primarily due to cash received in 2023 for the exercise of warrants of $1,557 thousand. Commitments and Contingencies The Company is subject to lawsuits and other claims related to product, commercial, employee, environmental and other matters.
The cash outflow in the prior year is related to the repurchase of common stock of $1,444 thousand to satisfy withholding taxes in connection with the vesting of restricted stock for the year ended December 31, 2024. Commitments and Contingencies The Company is subject to lawsuits and other claims related to product, commercial, employee, environmental and other matters.
On November 5, 2024, the Company announced a non-binding Memorandum of Understanding with KYMCO to collaborate on a new electric maxi-scooter project. Business Combination On December 12, 2021, H-D entered into the Business Combination Agreement with ABIC, to effect the separation of its electric vehicle business.
LiveWire filed a prospectus supplement with the SEC on August 22, 2025 in connection with the ATM Program. Business Combination On December 12, 2021, H-D entered into the Business Combination Agreement with ABIC, to effect the separation of its electric vehicle business.
Prior to November 5, 2024, the Company’s products were sold at retail through select international partners primarily in Europe. Electric balance bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to consumers online. LiveWire is focused on innovating and developing technology in the electric vehicle market.
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.
LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance. Wholesale Motorcycle Unit shipments and Company Retail Motorcycle Unit Sales are key drivers of revenue and profit for the Electric Motorcycles segment.
The Electric Motorcycles 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. LiveWire believes these key business metrics provide useful information to help investors understand and evaluate LiveWire’s business performance.
Investing Activities Net cash used in investing activities decreased by $5,394 thousand to $8,068 thousand for the year ended December 31, 2024 compared to $13,462 thousand for the year ended December 31, 2023. The decrease was due to lower capital expenditures in 2024.
The decrease was primarily due to lower marketing expense of $943 thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024.
Removed
H-D introduced its first electric motorcycle in late 2019 as the “Harley-Davidson LiveWire.” In 2021, building on early success and the continued growth in the global market demand for electric vehicles, H-D launched LiveWire as a standalone electric vehicle division, with the first LiveWire-branded product, the LiveWire ONE, debuting in July 2021, followed by a special launch edition of S2 Del Mar® in May 2022 with full production and sales beginning in the third quarter of 2023.
Added
During the third quarter of 2025, the Company initiated the “Twist & Go Promotion” offering temporary pricing incentives on its S2 electric motorcycles from August 28, 2025 to October 31, 2025, which resulted in increased sales volumes in the third quarter of 2025. In late October 2025, the promotion was extended by the Company through December 15, 2025.
Removed
During 2024, the Company began production and selling of additional models off the S2 platform, including Mulholland™ and Alpinista™. In 2019, H-D acquired STACYC Inc. and began selling electric balance bikes for kids. Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, and at retail through a Company-owned dealership and through online sales.
Added
In response to the market challenges facing the electric vehicle segment and the overall boarder powersports industry, the Company is continuing to focus on strategic expansion of its product offerings, including the planned production in the spring of 2026 of two new 125 cc-equivalent mini-motos, the S4 Honcho TM products, which are designed to expand access and affordability for riders globally.
Removed
LiveWire’s vision is to create the next generation of electric motorcycles with products and experiences that merge the power and technology of electric with the unique soulful connection that comes from an analog machine.
Added
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.
Removed
Recent Developments On April 24, 2024, the Company announced a plan to both relocate the operations of LiveWire Labs, the Company’s west coast product development facility, from Mountain View, California to Milwaukee, Wisconsin and streamline headcount at the Company.
Added
On August 22, 2025, LiveWire entered into an At-The-Market Issuance Sales Agreement with Mizuho Securities USA LLC, as agent (the “Agent”), under which LiveWire may offer and sell, from time to time at its sole discretion, an aggregate gross sale price of up to $50.0 million of shares of its common stock through the Agent (the “ATM Program”), pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-289699), which was declared effective by the SEC on August 21, 2025.
Removed
The Company believes this plan will enable synergies and optimize efficiencies in product development and simplify the Company’s overall path to future profitability. 60 Under this plan, the Company recorded $3,752 thousand of expense related to employee termination benefits and other costs, of which $3,448 thousand was paid in cash during the year ended December 31, 2024.
Added
Total Electric Balance Bike and Electric Bike Unit Sales is a key driver of revenue and profit for STACYC.
Removed
The remaining amount will be paid in 2025 and there are no other amounts expected to be incurred under this plan.
Added
Interest Expense, Related Party Interest expense, related party, for the year ended December 31, 2025 was $255 thousand compared to zero for the year ended December 31, 2024. The expense is related to the Company borrowing $75.0 million from H-D under the Term Loan on December 15, 2025.
Removed
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.
Added
The investment in money market funds increased from $5.0 million at September 30, 2025 to $72.0 million at December 31, 2025 after the Company borrowed $75.0 million under the Term Loan. The investment in money market funds was $52.0 million at December 31, 2024.
Removed
In conjunction with this reorganization, the Company recorded $1,271 thousand of employee termination benefits, primarily severance, during the year ended December 31, 2024, of which $900 thousand was paid as of December 31, 2024. The remaining amount will be paid in 2025 and there are no other amounts expected to be incurred under this reorganization.
Added
While unit sales increased 7% in 2025 compared to 2024, the increase was offset by new incentives announced during the third quarter 2025, including the Twist & Go Promotion, resulting in decreases to revenue of $3,248 thousand related to unit sales in the year ended December 31, 2025 and $987 thousand related to previously recognized sales during the year ended December 31, 2025.
Removed
The Company also recognized a noncash reduction in stock compensation expense of $3,753 thousand during the year ended December 31, 2024 resulting from forfeitures of awards related to employees who terminated during 2024 as a result of the above actions.
Added
This decrease was partially offset by parts, accessories and apparel revenue increasing $636 thousand from $737 thousand in the year ended December 31, 2024 to $1,373 thousand in the year ended December 31, 2025.
Removed
The Company also recorded $863 thousand of accelerated depreciation related to LiveWire Labs leasehold improvements resulting from the move from Mountain View, California to Milwaukee, Wisconsin during the year ended December 31, 2024. Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers.
Added
The decrease was primarily driven by a significant decrease of the number of motorcycles purchased in 2025 as compared to 2024 resulting in lower net realizable value adjustments, as well as the effect of motorcycles that were purchased in 2024 and sold in 2025 that were already written down to net realizable value resulting in lower cost of sales in 2025 relative to 2024.
Removed
Management believes this change will allow the Company to leverage the business practices and expertise of the dealer network in each region to further grow the business and increase unit sales in Europe. This change also aligns the business model in Europe to the business model in the United States.
Added
Additionally, cost of goods sold in 2025 decreased by $1,586 thousand from the impact of an unfavorable arbitration ruling related to a supplier claim that was recorded in 2024. This decrease was offset by increased depreciation expense of $1,390 thousand primarily from accelerated depreciation on certain tooling being replaced as part of the Company’s cost reduction activities.
Removed
See Note 4, Business Combination, in the consolidated financial statements for further detail related to the Business Combination. 2025 Outlook For 2025, LiveWire's focus continues to be on cost improvements, product innovation and development, and market growth.
Added
The decrease was primarily driven by cost reduction activities, including $13,571 thousand decrease in personnel costs primarily from headcount reductions in 2024, $3,739 thousand reduction in fees paid to H-D for services under the new master services arrangement, $1,309 thousand reduction in product development spending due to the relocation of the LiveWire Labs and the completion of two new models, Mulholland and Alpinista, in 2024, $1,231 thousand decrease in accelerated depreciation related to LiveWire Labs assets recorded in 2024, $1,092 thousand reduction in rent related to the movement of LiveWire Labs from California to Milwaukee, Wisconsin in 2024, and $797 thousand reduction in travel costs in the year ended December 31, 2025 compared to the year ended December 31, 2024.
Removed
As of December 31, 2024 and 2023, there were zero and 4 partners, respectively, that were actively working to complete the licensing required to sell LiveWire motorcycles as of the end of the period. LiveWire intends to grow this network as it expands its distribution capabilities.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed3 unchanged
Biggest changeLiveWire sells its electric motorcycles, electric balance bikes and related products internationally, and in most markets, those sales are made in the foreign country’s local currency.
Biggest changeLiveWire is also 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 LiveWire’s operations. 71 LiveWire sells its electric motorcycles, electric balance bikes, electric bikes and related products internationally, and in most markets, those sales are made in the foreign country’s local currency.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of December 31, 2024, LiveWire’s cash and cash equivalents amounted to $64,437 thousand. LiveWire manages its liquidity risk by effectively managing its working capital, capital expenditures and cash flows. Financial instruments that potentially subject LiveWire to concentrations of credit risk principally consist of accounts receivable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of December 31, 2025, LiveWire’s cash and cash equivalents amounted to $82,777 thousand. LiveWire manages its liquidity risk by effectively managing its working capital, capital expenditures and cash flows. Financial instruments that potentially subject LiveWire to concentrations of credit risk principally consist of accounts receivable.
Although LiveWire 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 LiveWire’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. 71 LiveWire is also 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 LiveWire’s operations.
Although LiveWire 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 LiveWire’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.

Other LVWR 10-K year-over-year comparisons