LiveWire Group, Inc.

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

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

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

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

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

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