LiveWire Group, Inc.

Previous wording

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, related parts and accessories and apparel in the United States and certain international markets. The STACYC segment launched an adult pedal assist electric bike in the United States in March 2025.

Current wording

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

Previous wording

For the three months ended March 31, 2025, the Company’s net loss was $19,271 thousand compared to $23,644 thousand for the three months ended March 31, 2024. The Company’s net losses reflect the early-stage nature of the Company’s business. The decrease in net loss of $4,373 thousand for the three months ended March 31, 2025, reflect the segment results and changes in interest income and the fair value of warrants discussed below.

Current wording

For the three months ended June 30, 2025, the Company’s net loss was $18,826 thousand compared to $24,805 thousand for the three months ended June 30, 2024, and was $38,097 thousand for the six months ended June 30, 2025 compared to $48,449 thousand for the six months ended June 30, 2024. The Company’s net losses reflect the early-stage nature of the Company’s business. The decrease in net loss of $5,979 thousand and $10,352 thousand for three and six months ended June 30, 2025, respectively, reflect the segment results and changes in interest income and the fair value of warrants discussed below.

Previous wording

For the three months ended March 31, 2025, the Electric Motorcycles segment operating loss was $19,353 thousand, compared to an operating loss of $29,007 thousand for the three months ended March 31, 2024, Refer to the Electric Motorcycles segment analysis below for further discussion on the decrease in operating loss of $9,654 thousand for the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2025, the Electric Motorcycles segment operating loss was $18,003 thousand compared to an operating loss of $26,796 thousand for the three months ended June 30, 2024, and was an operating loss of $37,356 thousand for the six months ended June 30, 2025 compared to an operating loss of $55,803 thousand for the six months ended June 30, 2024. Refer to the Electric Motorcycles segment analysis below for further discussion on the decrease in operating loss of $8,793 thousand and $18,447 thousand for three and six months ended June 30, 2025, respectively.

Previous wording

For the three months ended March 31, 2025, the STACYC segment operating loss was $1,313 thousand, as compared to operating loss of $1,415 thousand for the three months ended March 31, 2024, Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $102 thousand for the three months ended March 31, 2025.

Current wording

For the three months ended June 30, 2025, the STACYC segment operating loss was $261 thousand compared to an operating loss of $1,369 thousand for the three months ended June 30, 2024, and was an operating loss of $1,574 thousand for the six months ended June 30, 2025 compared to operating loss of $2,784 thousand for the six months ended June 30, 2024. Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $1,108 thousand and $1,210 thousand for three and six months ended June 30, 2025, respectively.

Previous wording

The Company reported an operating loss of $20,666 thousand for the three months ended March 31, 2025 compared to an operating loss of $30,422 thousand for the three months ended March 31, 2024. The Electric Motorcycles segment reported an operating loss of $19,353 thousand for the three months ended March 31, 2025, as compared to an operating loss of $29,007 thousand for the three months ended March 31, 2024. The STACYC segment reported operating loss of $1,313 thousand for the three months ended March 31, 2025, compared to an operating loss of $1,415 thousand for the three months ended March 31, 2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Current wording

The Company reported an operating loss of $18,264 thousand for the three months ended June 30, 2025 compared to an operating loss of $28,165 thousand for the three months ended June 30, 2024. The Electric Motorcycles segment reported an operating loss of $18,003 thousand for the three months ended June 30, 2025 compared to an operating loss of $26,796 thousand for the three months ended June 30, 2024. The STACYC segment reported operating loss of $261 thousand for the three months ended June 30, 2025 compared to operating loss of $1,369 thousand for the three months ended June 30, 2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.

Previous wording

Interest income for the three months ended March 31, 2025 was $504 thousand, as compared to interest income of $2,016 thousand for the three months ended March 31, 2024. The decrease was primarily driven by the decrease in the balance of money market funds at March 31, 2025 as compared to the prior year. The Company had investments of $35,000 thousand and $135,000 thousand in money market funds as of March 31, 2025 and March 31, 2024, respectively.

Current wording

Interest income for the three months ended June 30, 2025 was $333 thousand compared to interest income of $1,596 thousand for the three months ended June 30, 2024. The decrease was primarily driven by the decrease in the balance of money market funds at June 30, 2025 as compared to the prior year. The Company had investments of $17,000 thousand and $105,000 thousand in money market funds as of June 30, 2025 and June 30, 2024, respectively.

Previous wording

The income tax provision for the three months ended March 31, 2025 was $14 thousand, as compared to a benefit of $4 thousand for the three months ended March 31, 2024. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.

Current wording

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

Previous wording

Cost of goods sold for the three months ended March 31, 2025 decreased by $3,071 thousand, or 47.5%, to $3,400 thousand from $6,471 thousand for the three months ended March 31, 2024. Cost of sales for the three months ended March 31, 2025 decreased over the three months ended March 31, 2024 due to decreased unit sales as discussed above, lower net realizable value and other reserve adjustments of $2,120 thousand on less purchases during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, and increased depreciation expense of $895 thousand.

Current wording

Cost of goods sold for the three months ended June 30, 2025 decreased by $3,377 thousand, or 58.7%, to $2,379 thousand from $5,756 thousand for the three months ended June 30, 2024. Cost of sales for the three months ended June 30, 2025 decreased over the three months ended June 30, 2024 due to decreased sales units as discussed above and lower net realizable value and other reserve adjustments of $1,411 thousand on lower purchases during the three months ended June 30, 2025.

Previous wording

Selling, administrative and engineering expense for the three months ended March 31, 2025 decreased by $7,408 thousand, or 31.2%, to $16,372 thousand from $23,780 thousand for the three months ended March 31, 2024. The decrease was primarily driven by cost reduction activities initiated in 2024, including $4,709 thousand decrease in personnel costs primarily from headcount reductions in 2024 and $1,203 thousand reduction in fees paid to H-D for services under the new master services arrangement and other reductions related to the movement of LiveWire Labs from California to Milwaukee, Wisconsin.

Current wording

Selling, administrative and engineering expense for the three months ended June 30, 2025 decreased by $7,004 thousand, or 29.8%, to $16,466 thousand from $23,470 thousand for the three months ended June 30, 2024. The decrease was primarily driven by cost reduction activities initiated in 2024, including $3,548 thousand decrease in personnel costs primarily from headcount reductions in 2024 and $1,085 thousand reduction in fees paid to H-D for services under the new master services arrangement and other reductions related to the movement of LiveWire Labs from California to Milwaukee, Wisconsin in the three months ended June 30, 2025 compared to June 30, 2024. Additionally, depreciation expense decreased by $729 thousand in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 primarily driven by accelerated depreciation recorded in 2024 on leasehold improvement related to LiveWire Labs resulting from the move from Mountain View, California to Milwaukee, Wisconsin.

Previous wording

Change in fair value of warrant liabilities for the three months ended March 31, 2025 was income of $905 thousand, as compared to income of $4,758 thousand for the three months ended March 31, 2024. The income recognized was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants during the three months ended March 31, 2025 and 2024. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.

Current wording

Change in fair value of warrant liabilities for the six months ended June 30, 2025 was zero compared to income of $6,550 thousand for the six months ended June 30, 2024. The estimated fair value of the warrants was the same at June 30, 2025 as December 31, 2024. The income recognized was due to the decrease in the estimated fair value of the warrants during the six months ended June 30, 2024. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.

Previous wording

Revenue for the three months ended March 31, 2025 decreased by $1,410 thousand, or 37.8%, to $2,324 thousand from $3,734 thousand for the three months ended March 31, 2024. The decrease in revenue of $1,410 thousand was primarily driven by a $937 thousand reduction in electric balance bikes revenue from lower shipment volumes of $417 thousand due to product availability resulting from supply chain issues and lower volumes to our independent distributors, and product pricing and promotions of $520 thousand in the three months ended March 31, 2025. Additionally, parts, accessories and apparel revenue decreased $473 thousand in the three months ended March 31, 2025.

Current wording

Revenue for the six months ended June 30, 2025 decreased by $398 thousand, or 5.1%, to $7,355 thousand from $7,753 thousand for the six months ended June 30, 2024. The decrease in revenue of $398 thousand was primarily driven by a $242 thousand reduction in electric balance bikes and electric bikes revenue from lower product pricing and promotions of $862 thousand offset by higher shipment volumes of $620 thousand resulting from new products and entering into new markets in the six months ended June 30, 2025. Additionally, parts, accessories and apparel revenue decreased $156 thousand in the six months ended June 30, 2025.

Previous wording

Cost of goods sold for the three months ended March 31, 2025 decreased by $1,123 thousand, or 42.6%, to $1,511 thousand from $2,634 thousand for the three months ended March 31, 2024. The decrease was primarily due to lower volumes in alignment with the decreased revenue described above.

Current wording

Cost of goods sold for the six months ended June 30, 2025 decreased by $653 thousand, or 12.8%, to $4,456 thousand from $5,109 thousand for the six months ended June 30, 2024. The decrease was primarily due to the product mix in alignment with the decreased revenue described above.

Previous wording

As of March 31, 2025 and December 31, 2024, LiveWire’s cash and cash equivalents were $46,222 thousand and $64,437 thousand, respectively.

Current wording

As of June 30, 2025 and December 31, 2024, LiveWire’s cash and cash equivalents were $29,316 thousand and $64,437 thousand, respectively.

Previous wording

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. To the extent any of the Warrants are exercised on a “cashless basis,” LiveWire will not receive any proceeds upon such exercise. LiveWire expects to use any proceeds it receives from Warrant exercises for general corporate and working capital purposes, which would increase its liquidity. LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of March 31, 2025, the reported sales price of Common Stock was $2.00 per share. If the trading price of Common Stock is less than the $11.50 exercise price per share of the Warrants, LiveWire expects that warrant holders will not exercise their Warrants. There is no guarantee the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and LiveWire may receive no proceeds from the exercise of Warrants. As a result, LiveWire does not expect to rely on the cash exercise of Warrants to fund its operations and LiveWire does not believe that it needs such proceeds to support working capital and capital expenditure requirements for the next twelve months. LiveWire will continue to evaluate the probability of Warrant exercises and the merit of including potential cash proceeds from the exercise of the Warrants in its future liquidity projections. LiveWire instead currently expects to rely on the sources of funding described below, if available on reasonable terms or at all.

Current wording

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. To the extent any of the Warrants are exercised on a “cashless basis,” LiveWire will not receive any proceeds upon such exercise. LiveWire expects to use any proceeds it receives from Warrant exercises for general corporate and working capital purposes, which would increase its liquidity. LiveWire believes the likelihood that warrant holders will exercise their Warrants, and therefore the amount of cash proceeds LiveWire would receive, is dependent upon the trading price of its Common Stock. As of June 30, 2025, the reported sales price of Common Stock was $4.60 per share. If the trading price of Common Stock is less than the $11.50 exercise price per share of the Warrants, LiveWire expects that warrant holders will not exercise their Warrants. There is no guarantee the Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless and LiveWire may receive no proceeds from the exercise of Warrants. As a result, LiveWire does not expect to rely on the cash exercise of Warrants to fund its operations and LiveWire does not believe that it needs such proceeds to support working capital and capital expenditure requirements for the next twelve months. LiveWire will continue to evaluate the probability of Warrant exercises and the merit of including potential cash proceeds from the exercise of the Warrants in its future liquidity projections. LiveWire instead currently expects to rely on the sources of funding described below, if available on reasonable terms or at all.

Previous wording

On February 14, 2024, the Company entered into a Convertible Delayed Draw Term Loan Agreement (the “Convertible Term Loan”) with H-D providing for term loans from H-D to the Company in one or more advances up to an aggregate principal amount of $100 million. The outstanding principal under the Convertible Term Loan bears interest at a floating rate per annum, as calculated by H-D as of the date of each advance and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (i.e., the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. The Company may elect to pay up to 100% of the amount of any interest due by increasing the outstanding principal amount of the applicable advance. The Convertible Term Loan does not include affirmative covenants impacting the operations of the Company. The Convertible Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. The Convertible Term Loan has a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. In the event that the Convertible Term Loan cannot be settled in cash by the Company at maturity, unless otherwise agreed between the Company and H-D, the Convertible Term Loan will be converted to equity of Company at a conversion price per share of common stock of the Company equal to 90% of the volume weighted average price per share of Common Stock for the 30 trading days immediately preceding the conversion date. As of March 31, 2025, there were no amounts outstanding under the Convertible Term Loan and the Company remained in compliance with all of the existing covenants.

Current wording

On February 14, 2024, the Company entered into a Convertible Delayed Draw Term Loan Agreement (the “Convertible Term Loan”) with H-D providing for term loans from H-D to the Company in one or more advances up to an aggregate principal amount of $100 million. The outstanding principal under the Convertible Term Loan bears interest at a floating rate per annum, as calculated by H-D as of the date of each advance and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (i.e., the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. The Company may elect to pay up to 100% of the amount of any interest due by increasing the outstanding principal amount of the applicable advance. The Convertible Term Loan does not include affirmative covenants impacting the operations of the Company. The Convertible Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. The Convertible Term Loan has a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. As of June 30, 2025, LiveWire has not drawn on the loan and therefore the maturity date is October 31, 2026 (“Maturity Date”). In the event that the Convertible Term Loan cannot be settled in cash by the Company at maturity, unless otherwise agreed between the Company and H-D, the Convertible Term Loan will be converted to equity of Company at a conversion price per share of common stock of the Company equal to 90% of the volume weighted average price per share of Common Stock for the 30 trading days immediately preceding the conversion date. As of June 30, 2025, there were no amounts outstanding under the Convertible Term Loan and the Company remained in compliance with all of the existing covenants.

Previous wording

Management believes that cash on hand, including the proceeds received from the Business Combination, and the Convertible Term Loan will provide sufficient liquidity to meet LiveWire’s projected obligations, including those related to existing contractual obligations, for at least the next twelve months.

Current wording

Management believes that cash on hand and the available borrowings under the Convertible Term Loan will provide sufficient liquidity to meet LiveWire’s projected obligations, including those related to existing contractual obligations, for at least the next twelve months. As discussed above, any amounts borrowed under the Convertible Term Loan would have a maturity date of October 31, 2026. The Convertible Term Loan contains a provision that provides for H-D to convert amounts outstanding to equity at the Maturity Date if on the Maturity Date H-D determines, acting reasonably and in good faith, that the Company does not have the financial wherewithal to repay all amounts outstanding. The Company continues to explore additional means for raising capital to continue to support ongoing operations and future investments.

Previous wording

The Company plans to use its current cash on hand, including the financing raised through the Business Combination, and available funds under the Convertible Term Loan to support its core business operations and strategic plan, invest in new product development, and enhance its global distribution capabilities. LiveWire expects its capital expenditures and working capital requirements to increase in the future, as it grows the business, develops its customer support and marketing infrastructure and expands its product development efforts.

Current wording

The Company plans to use its current cash on hand and available funds under the Convertible Term Loan to support its core business operations and strategic plan, invest in new product development, and enhance its global distribution capabilities. LiveWire expects its capital expenditures and working capital requirements to increase in the future, as it grows the business, develops its customer support and marketing infrastructure and expands its product development efforts.

Previous wording

The following table presents condensed highlights from the Company’s consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 (in thousands):

Current wording

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

Previous wording

The overall decrease in cash during the three months ended March 31, 2025 was due primarily to cash used for operating activities, as described below.

Current wording

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

Previous wording

The Company had negative cash flow from operating activities during the three months ended March 31, 2025 and 2024. Net cash used by operating activities decreased by $5,436 thousand to $17,490 thousand for the three months ended March 31, 2025 compared to $22,926 thousand for the three months ended March 31, 2024. The decrease in cash flow used by operating activities was primarily driven by a decrease in net loss adjusted for non-cash items and a favorable change in inventories offset by unfavorable changes in Accounts Receivable, net and Accounts receivable from related party.

Current wording

The Company had negative cash flow from operating activities during the six months ended June 30, 2025 and 2024. Net cash used by operating activities decreased by $16,519 thousand to $32,367 thousand for the six months ended June 30, 2025 compared to $48,886 thousand for the six months ended June 30, 2024. The decrease in cash flow used by operating activities was primarily driven by a decrease in net loss adjusted for non-cash items and a favorable change in Inventories and Accounts payable to related party offset by unfavorable changes in Accounts receivable, net, Accounts receivable from related party, Other current assets, and Accounts payable and accrued liabilities.

Previous wording

Net cash used by investing activities decreased by $2,626 thousand to $613 thousand for the three months ended March 31, 2025 compared to $3,239 thousand for the three months ended March 31, 2024. The first quarter of 2024 reflected capital expenditures related to the Mullholand which did not recur in the first quarter of 2025.

Current wording

Net cash used by investing activities decreased by $3,037 thousand to $2,043 thousand for the six months ended June 30, 2025 compared to $5,080 thousand for the six months ended June 30, 2024. The first quarter of 2024 reflected capital expenditures related to the Mullholand and Alpinista, which did not recur in 2025.

Previous wording

Net cash used by financing activities decreased by $456 thousand to an outflow of $250 thousand for the three months ended March 31, 2025 compared to an outflow of $706 thousand for the three months ended March 31, 2024. The cash outflows in both years are related to the repurchase of common stock to satisfy withholding taxes in connection with the vesting of restricted stock with the decrease in the three months ended March 31, 2025 driven by the decrease in share price upon vesting compared to the prior period.

Current wording

Net cash used by financing activities decreased by $168 thousand to an outflow $759 thousand for the six months ended June 30, 2025 compared to an outflow of $927 thousand for the six months ended June 30, 2024. The cash outflows in both years are related to the repurchase of common stock to satisfy withholding taxes in connection with the vesting of restricted stock with the decrease in the six months ended June 30, 2025 primarily driven by the decrease in share price upon vesting compared to the prior period.

Previous wording

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

Current wording

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