LiveWire Group, Inc.

Current report

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

Current report

The Term Loan provides the Company with access of up to $75.0 million to be drawn by the Company between November 17, 2025 and December 15, 2025. The Company intends to draw the full $75.0 million prior to or on December 15, 2025. All of the obligations under the Term Loan will be collateralized by a security interest in substantially all of the assets of the Company. For more information on Convertible Term Loan and Term Loan, see Note 11 to the Company’s consolidated financial statements.

Current report

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

Current report

Amended and Restated Delayed Draw Term Loan Agreement

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 on or before December 15, 2025. The maturity date of the amount outstanding under the Term Loan, including interest, is December 15, 2027 (“Term Loan Maturity Date”). The Term Loan requires mandatory prepayment of the principal amount of the Term Loan from the first $10.0 million of net ATM proceeds (as defined in the Term Loan) from the funding of the Term Loan through the Term Loan Maturity Date. No other scheduled principal payments are required to be made on the Term Loan and the remaining principal balance must be paid in full on the Term Loan Maturity Date. The amount outstanding under the Term Loan bears interest at a floating rate per annum, as calculated by H-Das of the date of funding of the Term Loan and as of each June 1 and December 1 thereafter, equal to the sum of (i) the forward-looking term rate based on SOFR (i.e., the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate)) for a 6-month interest period, plus (ii) 4.00%. Interest is compounded on a semi-annual basis on May 31 and November 30 and is required to be paid in full on the Term Loan Maturity Date. The Term Loan includes negative covenants restricting the ability of the Company to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, make dividends or other restricted payments and enter into affiliate transactions. All of the obligations under the Term Loan will be collateralized by a security interest in substantially all of the assets of the Company.

Previous report

On July 31, 2025, the Human Resources Committee of the Company’s Board of Directors (the “Committee”) approved a modification to the cash severance amounts for the Company’s executive officers. The modification provides that the base salary multiple used to determine certain payments due to executive officers under the Company’s Executive Severance Plan will be increased by six months, for purposes of both the cash severance lump sum payment and the cash lump sum payment for employee benefits coverage, which payments are otherwise subject to the terms of the Executive Severance Plan. The Committee also approved the grant to Ryan Ragland, the Head of Product Development & Design of the Company, of a restricted stock unit valued at $60,000, to be granted August 4, 2025, that will vest as to one-third of the shares on each annual anniversary of the date of grant.