LiveWire Group, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
LVWR$0.55+1.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-06.
0001898795-25-000162
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001898795-25-000197
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 108 previous paragraphs and 111 current paragraphs.
65 unchanged; 32 reworded; 14 added; 9 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
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.
Current report
The headwinds facing the broader powersports and discretionary leisure industries are even more complicated in the electric vehicle segment of the market. The Company believes indicators point to a much later electric vehicle adoption than the Company originally anticipated given a lack of government incentives and a less favorable regulatory environment, combined with a slower expansion of charging infrastructure. In response to these market challenges, the Company is continuing to focus on strategic expansion of its product offerings, including the planned production in the spring of 2026 of two new 125 cc-equivalent mini-motos, the S4 Honcho TM Trail and Street, which are designed to expand access and affordability for riders globally. As the Company evaluates its long-term strategy and product offerings, it will continue to focus on cost savings to reduce cash usage while focusing on developing and producing profitable products to align with evolving customer preferences and broader electric vehicle adoption trends that will allow the Company to continue to reduce operating losses and fund its operations through profitability.
Current report
Revenue for the three months ended September 30, 2025 decreased by $239 thousand, or 19.8%, to $970 thousand from $1,209 thousand for the three months ended September 30, 2024. While unit sales increased 85.9% from 99 units in the three months ended September 30, 2024 to 184 units in the three months ended September 30, 2025, this increase was offset by new incentives announced during the third quarter of 2025, including the Twist & Go Promotion. These incentives resulted in decreases to revenue of $1,086 thousand related to unit sales in the three months ended September 30, 2025 and $982 thousand related to previously recognized revenue in the three months ended September 30, 2025. The decrease in electric motorcycles revenue was offset by an increase in parts, accessories and apparel revenue of $279 thousand.
Current report
Revenue for the three months ended September 30, 2025 increased by $1,495 thousand, or 46.2%, to $4,731 thousand from $3,236 thousand for the three months ended September 30, 2024. The increase in revenue of $1,495 thousand was primarily driven by a $1,363 thousand increase from higher volumes due to new products and new markets, and higher shipment volumes primarily to our third party distributors in the three months ended September 30, 2025.
Current report
Cost of goods sold for the three months ended September 30, 2025 increased by $734 thousand, or 32.4%, to $2,998 thousand from $2,264 thousand for the three months ended September 30, 2024. The increase was driven by the increased volumes described above offset by product mix and lower fulfillment costs.
Current report
The following table presents consolidated results of operations for the nine months ended September 30, 2025 and September 30, 2024 (in thousands):
Current report
Income Tax Provision
Current report
Revenue for the nine months ended September 30, 2025 decreased by $2,652 thousand, or 54.3%, to $2,231 thousand from $4,883 thousand for the nine months ended September 30, 2024. The decrease in revenue was primarily driven by the decrease in unit sales of 27.3% from 374 units in the nine months ended September 30, 2024 to 272 units in the nine months ended September 30, 2025 and the new incentives announced during the third quarter 2025, including the Twist & Go Promotion, resulting in decreases to revenue of $1,171 thousand related to unit sales in the nine months ended September 30, 2025 and $897 thousand related to previously recognized during the nine months ended September 30, 2025. This decrease was partially offset by parts, accessories and apparel revenue increasing $471 thousand from $413 thousand in the nine months ended September 30, 2024 to $884 thousand in the nine months ended September 30, 2025.
Current report
Revenue for the nine months ended September 30, 2025 increased by $1,097 thousand, or 10.0%, to $12,086 thousand from $10,989 thousand for the nine months ended September 30, 2024. The increase in revenue of $1,097 thousand was driven by a
Current report
$1,832 thousand increase from higher volumes due to new products and new markets, and higher shipment volumes to our third party distributors, offset by a reduction in electric balance bikes and electric bikes revenue from lower product pricing and promotions of $617 thousand. The increase in electric balance bikes and electric bikes revenue was offset by a decrease of $118 thousand in parts, accessories and apparel revenue in the nine months ended September 30, 2025.
Current report
Cost of goods sold for the nine months ended September 30, 2025 increased by $81 thousand, or 1.1%, to $7,454 thousand from $7,373 thousand for the nine months ended September 30, 2024. The increase was in alignment with the increased volumes described above offset by product mix and lower fulfillment costs.
Current report
On November 9, 2025, the Company entered into an Amended and Restated Delayed Draw Term Loan Agreement (the “Term Loans”) with H-D, which amended the Convertible Term Loan. The Term Loan provides the Company with access of up to $75.0 million to be drawn by the Company between November 17, 2025 and December 15, 2025. The Company intends to draw the full $75.0 million prior to or on December 15, 2025. The maturity date of the amount outstanding under the Term Loan, including interest, is December 15, 2027 (“Term Loan Maturity Date”). The Term Loan requires mandatory prepayment of the principal amount of the Term Loan from the first $10.0 million of net ATM proceeds (defined as gross ATM proceeds less offering costs) from the funding of the Term Loan through the Term Loan Maturity Date. No other scheduled principal payments are required to be made on the Term Loan and the remaining principal balance must be paid in full on the Term Loan Maturity Date. The amount outstanding under the Term Loan bears interest at a floating rate per annum, as calculated by H-D as of November 14, 2025 as of the date of funding of the Term Loanand as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (i.e., the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. Interest is compounded on a semi-annual basis on May 31 and November 30 and is required to be paid in full on the Term Loan Maturity Date. The Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. All of the obligations under the Term Loan will be collateralized by a security interest in substantially all of the assets of the Company.
Current report
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. LiveWire filed a prospectus supplement with the SEC on August 22, 2025 in connection with the ATM Program. There were 251,246 shares of common stock sold under the ATM Program in the three months ended September 30, 2025 for an aggregate offering price of $1.3 million. Additional sales under this program are subject to market demand, outside of management’s control, and subject to approval by the H-D Board of Directors as we are a controlled company. As described above, the Term Loan requires mandatory prepayment of the principal amount of the Term Loan from the first $10.0 million of net ATM proceeds (as defined in the Term Loan) from the funding of the Term Loan through the Term Loan Maturity Date.
Current report
Management continues to assess the Company’s liquidity position and has the flexibility to adjust spending as needed through cost reduction initiatives in order to preserve liquidity. At the same time, the Company continues to explore additional means for raising capital to continue to support ongoing operations and future investments. Additionally, the Company continues to focus on the development of products that are profitable while reducing its use of cash. Based on its current plans and projections, the Company expects that its current resources will be sufficient to fund its ongoing operations and capital expenditure requirements for at least the next twelve months from the issuance date of these consolidated financial statements. The Company will require additional capital in order to continue to finance its operations and execute its business plan before eventually attaining and maintaining profitable operations. The amount and timing of future funding requirements will depend on many factors, including the pace and results of the Company’s product development and sales efforts, as well as timing and size of funds raised under the ATM Program or other financing vehicles.
Removed paragraphs (9)
Previous report
Income Tax (Benefit) Provision
Previous report
Revenue for the three months ended June 30, 2025 decreased by $1,588 thousand, or 65.3%, to $842 thousand from $2,430 thousand for the three months ended June 30, 2024. The decrease in revenue was primarily driven by the decrease in unit sales of 65.2% from 158 units in the three months ended June 30, 2024 to 55 units in the three months ended June 30, 2025.
Previous report
Revenue for the three months ended June 30, 2025 increased by $1,012 thousand, or 25.2%, to $5,031 thousand from $4,019 thousand for the three months ended June 30, 2024. The increase in revenue of $1,012 thousand was driven by a $1,126 thousand increase in electric balance bikes and electric bikes revenue due to higher shipment volumes, primarily to our independent distributors, an increase of $317 thousand in parts, accessories and apparel revenue, offset by a $431 thousand reduction due to pricing in the three months ended June 30, 2025.
Previous report
Cost of goods sold for the three months ended June 30, 2025 increased by $470 thousand, or 19.0%, to $2,945 thousand from $2,475 thousand for the three months ended June 30, 2024. The increase was primarily due to higher volumes in alignment with the increased revenue described above.
Previous report
The following table presents consolidated results of operations for the six months ended June 30, 2025 and June 30, 2024 (in thousands):
Previous report
Revenue for the six months ended June 30, 2025 decreased by $2,413 thousand, or 65.7%, to $1,261 thousand from $3,674 thousand for the six months ended June 30, 2024. The decrease in revenue was primarily driven by the decrease in unit sales of 68.0% from 275 units in the six months ended June 30, 2024 to 88 units in the six months ended June 30, 2025.
Previous report
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 report
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 report
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.
Reworded paragraphs (32)
Previous 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.
Current wording
For the three months ended September 30, 2025, the Company’s net loss was $19,395 thousand compared to $22,694 thousand for the three months ended September 30, 2024, and was $57,492 thousand for the nine months ended September 30, 2025 compared to $71,143 thousand for the nine months ended September 30, 2024. The Company’s net losses reflect the early-stage nature of the Company’s business. The decrease in net loss of $3,299 thousand and $13,651 thousand for three and nine months ended September 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 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.
Current wording
For the three months ended September 30, 2025, the Electric Motorcycles segment operating loss was $18,399 thousand compared to an operating loss of $25,015 thousand for the three months ended September 30, 2024, and was an operating loss of $55,755 thousand for the nine months ended September 30, 2025 compared to an operating loss of $80,818 thousand for the nine months ended September 30, 2024. Refer to the Electric Motorcycles segment analysis below for further discussion on the decrease in operating loss of $6,616 thousand and $25,063 thousand for three and nine months ended September 30, 2025, respectively.
Previous 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.
Current wording
For the three months ended September 30, 2025, the STACYC segment operating loss was $413 thousand compared to an operating loss of $1,510 thousand for the three months ended September 30, 2024, and was an operating loss of $1,987 thousand for the nine months ended September 30, 2025 compared to operating loss of $4,294 thousand for the nine months ended September 30, 2024. Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $1,097 thousand and $2,307 thousand for three and nine months ended September 30, 2025, respectively.
Previous wording
The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of the Company issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded resulting from the Business Combination. The Business Combination resulted in net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7 to the consolidated financial statements, Warrant Liabilities.
Current wording
The Business Combination was accounted for as a reverse recapitalization. Under this method of accounting, ABIC was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of the Company issuing stock for the net assets of ABIC, accompanied by a recapitalization. The net assets of ABIC were stated at historical cost, with no goodwill or other intangible assets recorded resulting from the Business Combination. The Business Combination resulted in net proceeds of approximately$293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7 to the consolidated financial statements, Warrant Liabilities.
Previous 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.
Current wording
The Company reported an operating loss of $18,812 thousand for the three months ended September 30, 2025 compared to an operating loss of $26,525 thousand for the three months ended September 30, 2024. The Electric Motorcycles segment reported an operating loss of $18,399 thousand for the three months ended September 30, 2025 compared to an operating loss of $25,015 thousand for the three months ended September 30, 2024. The STACYC segment reported operating loss of $413 thousand for the three months ended September 30, 2025 compared to operating loss of $1,510 thousand for the three months ended September 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 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.
Current wording
Interest income for the three months ended September 30, 2025 was $165 thousand compared to interest income of $1,252 thousand for the three months ended September 30, 2024. The decrease was primarily driven by the decrease in the balance of money market funds at September 30, 2025 as compared to the prior year. The Company had investments of $5,000 thousand and $80,000 thousand in money market funds as of September 30, 2025 and September 30, 2024, respectively.
Previous wording
Change in fair value of warrant liabilities for the three months ended June 30, 2025 was a loss of $905 thousand compared to income of $1,792 thousand for the three months ended June 30, 2024. The loss recognized was due to the increase in the estimated fair value due to fluctuations in the market price of the warrants during the three months ended June 30, 2025. 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 June 30, 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 three months ended September 30, 2025 was a loss of $656 thousand compared to income of $2,581 thousand for the three months ended September 30, 2024. The loss recognized was due to the increase in the estimated fair value due to fluctuations in the market price of the warrants during the three months ended September 30, 2025. The income recognized in the prior year was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants during the three months ended September 30, 2024. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.
Previous 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.
Current wording
The income tax provision for the three months ended September 30, 2025 was $92 thousand as compared to $2 thousand for the three months ended September 30, 2024. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.
Previous 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.
Current wording
Cost of goods sold for the three months ended September 30, 2025 increased by $1,903 thousand, or 51.4%, to $5,604 thousand from $3,701 thousand for the three months ended September 30, 2024. Cost of sales for the three months ended September 30, 2025 increased over the three months ended September 30, 2024 due to increased unit sales and increased parts, accessories and apparel revenue as discussed above during the three months ended September 30, 2025.
Previous 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.
Current wording
Selling, administrative and engineering expense for the three months ended September 30, 2025 decreased by $8,758 thousand, or 38.9%, to $13,765 thousand from $22,523 thousand for the three months ended September 30, 2024. The decrease was primarily driven by cost reduction activities initiated in 2024, including $4,872 thousand decrease in personnel costs primarily from headcount reductions, $938 thousand reduction in fees paid to H-D for services under the new master services arrangement, and other reductions related to the movement of LiveWire Labs from California to Milwaukee, Wisconsin in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Additionally, depreciation expense decreased by $396 thousand in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily driven by accelerated depreciation recorded in 2024 on leasehold improvement related to LiveWire Labs resulting from the move from Mountain View, California to Milwaukee, Wisconsin.
Previous wording
Related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount announced in the second quarter of 2024, the Company recorded $2,544 thousand of expense in the three months ended June 30, 2024 related to employee termination benefits and other costs. The Company also recognized a noncash reduction in stock compensation expense of $2,294 thousand during the three months ended June 30, 2024 resulting from forfeitures of awards related to employees who terminated during the third quarter 2024.
Current wording
Related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount announced in the second quarter of 2024, the Company recorded $2,125 thousand of expense in the three months ended September 30, 2024 related to employee termination benefits and other costs. The Company also recognized a noncash reduction in stock compensation expense of $730 thousand during the three months ended September 30, 2024 resulting from forfeitures of awards related to employees who terminated during the third quarter 2024.
Previous wording
Selling, administrative and engineering expense for the three months ended June 30, 2025 decreased by $566 thousand, or 19.4%, to $2,347 thousand from $2,913 thousand for the three months ended June 30, 2024. The decrease was primarily due to lower marketing expenses of $275 thousand in the three months ended June 30, 2025.
Current wording
Selling, administrative and engineering expense for the three months ended September 30, 2025 decreased by $336 thousand, or 13.5%, to $2,146 thousand from $2,482 thousand for the three months ended September 30, 2024. The decrease was primarily due to lower marketing expenses of $215 thousand in the three months ended September 30, 2025.
Previous wording
The Company reported an operating loss of $38,930 thousand for the six months ended June 30, 2025 compared to an operating loss of $58,587 thousand for the six months ended June 30, 2024. The Electric Motorcycles segment reported an operating loss of $37,356 thousand for the six months ended June 30, 2025, as compared to an operating loss of $55,803 thousand for the six months ended June 30, 2024. The STACYC segment reported 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 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 $57,742 thousand for the nine months ended September 30, 2025 compared to an operating loss of $85,112 thousand for the nine months ended September 30, 2024. The Electric Motorcycles segment reported an operating loss of $55,755 thousand for the nine months ended September 30, 2025, as compared to an operating loss of $80,818 thousand for the nine months ended September 30, 2024. The STACYC segment reported an operating loss of $1,987 thousand for the nine months ended September 30, 2025, compared to operating loss of $4,294 thousand for the nine months ended September 30, 2024. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.
Previous wording
Interest income for the six months ended June 30, 2025 was $837 thousand compared to interest income of $3,612 thousand for the six 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.
Current wording
Interest income for the nine months ended September 30, 2025 was $1,002 thousand compared to interest income of $4,864 thousand for the nine months ended September 30, 2024. The decrease was primarily driven by the decrease in the balance of money market funds at September 30, 2025 as compared to the prior year. The Company had investments of $5,000 thousand and $80,000 thousand in money market funds as of September 30, 2025 and September 30, 2024, respectively.
Previous 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.
Current wording
Change in fair value of warrant liabilities for the nine months ended September 30, 2025 was a loss of $656 thousand compared to income of $9,131 thousand for the nine months ended September 30, 2024. The loss recognized was due to the increase in the estimated fair value due to fluctuations in the market price of the warrants during the nine months ended September 30, 2025. The income recognized in the prior year was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants during the nine months ended September 30, 2024. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.
Previous wording
The income tax provision for the six months ended June 30, 2025 was $4 thousand compared to $24 thousand for the six 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.
Current wording
The income tax provision for the nine months ended September 30, 2025 was $96 thousand compared to $26 thousand for the nine months ended September 30, 2024. The Company believes there is not sufficient positive evidence for the tax benefit generated by the current period operating loss in the U.S. to be benefited in future periods.
Previous wording
The following table presents consolidated results of operations for the Electric Motorcycles segment for the six months ended June 30, 2025 and six months ended June 30, 2024 (in thousands):
Current wording
The following table presents consolidated results of operations for the Electric Motorcycles segment for the nine months ended September 30, 2025 and nine months ended September 30, 2024 (in thousands):
Previous wording
Cost of goods sold for the six months ended June 30, 2025 decreased by $6,448 thousand, or 52.7%, to $5,779 thousand from $12,227 thousand for the six months ended June 30, 2024. The decreases were primarily due to lower shipments of electric motorcycles, in alignment with the decreased revenue described above, lower net realizable value and other reserve adjustments of $2,821 thousand on lower purchases during the six months ended June 30, 2025 offset by increased depreciation expense of $1,501 thousand primarily from accelerated depreciation on certain tools being replaced as part of the Company’s cost reduction activities.
Current wording
Cost of goods sold for the nine months ended September 30, 2025 decreased by $4,545 thousand, or 28.5%, to $11,383 thousand from $15,928 thousand for the nine months ended September 30, 2024. The decreases were primarily due to lower shipments of electric motorcycles, in alignment with the decreased revenue described above, lower net realizable value and other reserve adjustments of $2,174 thousand on lower purchases during the nine months ended September 30, 2025 offset by increased depreciation expense of $1,563 thousand primarily from accelerated depreciation on certain tools being replaced as part of the Company’s cost reduction activities.
Previous wording
Selling, administrative and engineering expense for the six months ended June 30, 2025 decreased by $14,412 thousand, or 30.5%, to $32,838 thousand from $47,250 thousand for the six months ended June 30, 2024. The decrease was primarily driven by cost reduction activities initiated in 2024, including $8,258 thousand decrease in personnel costs primarily from headcount reductions in 2024 and $2,288 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 six months ended June 30, 2025 compared to the six months ended June 30, 2024. Additionally, depreciation expense decreased by $827 thousand in the six months ended June 30, 2025 compared to the six 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.
Current wording
Selling, administrative and engineering expense for the nine months ended September 30, 2025 decreased by $23,170 thousand, or 33.2%, to $46,603 thousand from $69,773 thousand for the nine months ended September 30, 2024. The decrease was primarily driven by cost reduction activities, including $13,130 thousand decrease in personnel costs primarily from headcount reductions in 2024, $3,226 thousand reduction in fees paid to H-D for services under the new master services arrangement, $619 thousand decrease in travel expense, and other reductions related to the movement of LiveWire Labs from California to Milwaukee, Wisconsin in 2024 in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Additionally, depreciation expense decreased by $1,223 thousand in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily driven by accelerated depreciation recorded in 2024 on leasehold improvement related to LiveWire Labs resulting from the move from Mountain View, California to Milwaukee, Wisconsin.
Previous wording
Related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount announced in the second quarter of 2024, the Company recorded $2,544 thousand of expense in the six months ended June 30, 2024 related to employee termination benefits and other costs. The Company also recognized a noncash reduction in stock compensation expense of $2,294 thousand during the six months ended June 30, 2024 resulting from forfeitures of awards related to employees who terminated during the third quarter 2024.
Current wording
Related to the move of LiveWire Labs as well as the Company’s plan to streamline headcount announced in the second quarter of 2024, the Company recorded $4,669 thousand of expense in the nine months ended September 30, 2024 related to employee termination benefits and other costs. The Company also recognized a noncash reduction in stock compensation expense of $3,024 thousand during the nine months ended September 30, 2024 resulting from forfeitures of awards related to employees who terminated during the second and third quarters of 2024.
Previous wording
The following table presents consolidated results of operations for the STACYC segment for the six months ended June 30, 2025 and six months ended June 30, 2024 (in thousands):
Current wording
The following table presents consolidated results of operations for the STACYC segment for the nine months ended September 30, 2025 and nine months ended September 30, 2024 (in thousands):
Previous wording
Selling, administrative and engineering expense for the six months ended June 30, 2025 decreased by $955 thousand, or 17.6%, to $4,473 thousand from $5,428 thousand for the six months ended June 30, 2024. The decrease was primarily due to lower marketing expense of $594 thousand in the six months ended June 30, 2025.
Current wording
Selling, administrative and engineering expense for the nine months ended September 30, 2025 decreased by $1,291 thousand, or 16.3%, to $6,619 thousand from $7,910 thousand for the nine months ended September 30, 2024. The decrease was primarily due to lower marketing expense of $808 thousand in the nine months ended September 30, 2025.
Previous 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.
Current wording
As of September 30, 2025 and December 31, 2024, LiveWire’s cash and cash equivalents were $16,324 thousand and $64,437 thousand, respectively.
Previous wording
As an early growth company, LiveWire does not expect to generate positive cash flow from operations over the next twelve months. Prior to the Business Combination, H-D supported LiveWire’s operating, investing and financing activities. Following the Business Combination, LiveWire received net proceeds of approximately $293.7 million as more fully described below.
Current wording
As an early growth company, LiveWire does not expect to generate positive cash flow from operations over the next twelve months. Prior to the Business Combination, H-D supported LiveWire’s operating, investing and financing activities. Following the Business Combination, LiveWire received net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7 to the consolidated financial statements, Warrant Liabilities.
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 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.
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 September 30, 2025, the reported sales price of Common Stock was $4.75 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. 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.
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 $100.0 million. The outstanding principal under the Convertible Term Loan bears interest at a floating rate per annum, as calculated by H-D as of the date of each advance and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (i.e., the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. The Company may elect to pay up to 100% of the amount of any interest due by increasing the outstanding principal amount of the applicable advance. The Convertible Term Loan does not include affirmative covenants impacting the operations of the Company. The Convertible Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. The Convertible Term Loan has a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. As of September 30, 2025, LiveWire has not drawn on the loan and therefore the maturity date is October 31, 2026 (“Maturity Date”) and the Company remained in compliance with all of the existing covenants. 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. If H-D determines to convert the amounts outstanding to equity at the Maturity Date, the Convertible Term Loan provides that outstanding amounts will be converted to equity of the Company at a conversion price per share of common stock of the Company equal to 90% of the volume weighted average price per share of Common Stock for the 30 trading days immediately preceding the conversion date.
Previous 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):
Current wording
The following table presents condensed highlights from the Company’s consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):
Previous 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.
Current wording
The overall decrease in cash during the nine months ended September 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 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.
Current wording
The Company had negative cash flow from operating activities during the nine months ended September 30, 2025 and 2024. Net cash used by operating activities decreased by $26,342 thousand to $45,648 thousand for the nine months ended September 30, 2025 compared to $71,990 thousand for the nine months ended September 30, 2024. The decrease in cash flow used by operating activities was primarily driven by a decrease in net loss adjusted for non-cash items and a favorable change in Inventories and Accounts payable to related party offset by unfavorable changes in Accounts receivable, net, Accounts receivable from related party, and Accounts payable and accrued liabilities.
Previous 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.
Current wording
Net cash used by investing activities decreased by $3,883 thousand to $2,778 thousand for the nine months ended September 30, 2025 compared to $6,661 thousand for the nine months ended September 30, 2024. The nine months ended September 30, 2024 reflected capital expenditures related to the Mulholland and Alpinista, which did not recur in 2025.
Previous wording
The Company expects to fund future cash flows used in investing activities with its current cash on hand, including the financing raised through the Business Combination, and available funds under the Convertible Term Loan. The Company estimates capital expenditures to be between $5 million and $10 million in 2025.
Current wording
The Company estimates capital expenditures to be between $4 million and $5 million in 2025.
Previous 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.
Current wording
Net cash provided (used) by financing activities was an inflow of $279 thousand for the nine months ended September 30, 2025 compared to an outflow of $927 thousand for the nine months ended September 30, 2024. The cash inflow was driven by net proceeds received from the issuance of common stock in conjunction with the Company’s ATM Program for the nine months ended September 30, 2025. The cash outflow in the prior year is related to the repurchase of common stock to satisfy withholding taxes in connection with the vesting of restricted stock for the nine months ended September 30, 2024.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
On September 26, 2022, LiveWire consummated the Business Combination with ABIC resulting in net proceeds of approximately $293.7 million. The Company also assumed the Public Warrants and Private Warrants upon consummation of the Business Combination. See further detail in Note 7 to the consolidated financial statements, Warrant Liabilities.
Previous report — wording carried elsewhere
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.