LiveWire Group, Inc.
For the period ended Mar 31, 2026. Filed May 6, 2026.
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.
Mar 31, 2026 · Filed May 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001898795-26-000048
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 111 previous paragraphs and 90 current paragraphs.
50 unchanged; 25 reworded; 14 added; 33 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 6 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
For 2026, LiveWire's focus is on the launch of its two new 125 cc-equivalent mini-motors, the S4 Honcho TM products, continued network expansion, cost savings and improvements, product innovation and development focused on profitable products, and continued growth of the STACYC segment.
Current report
Interest Expense, Related Party
Current report
Interest expense, related party, for the three months ended March 31, 2026 was $1,417 thousand compared to zero for the three months ended March 31, 2025. The expense is related to the Company borrowing $75.0 million from H-D under the Term Loan on December 15, 2025. See Note 11, Related Party Transactions, in the consolidated financial statements for further discussion.
Current report
Interest income for the three months ended March 31, 2026 was $603 thousand compared to $504 thousand for the three months ended March 31, 2025. The investment in money market funds increased to $57.0 million as of March 31, 2026 from $35.0 million as of March 31, 2025 after the Company borrowed $75.0 million under the Term Loan on December 15, 2025. See Note 11, Related Party Transactions, in the consolidated financial statements for further discussion.
Current report
Revenue for the three months ended March 31, 2026 increased by $988 thousand, or 235.8%, to $1,407 thousand from $419 thousand for the three months ended March 31, 2025. Unit sales increased by 58 units, or 175.8%, from 33 units in 2025 to 91 units in 2026. Unit sales and revenue in the three months ended March 31, 2025 were negatively impacted by returns.
Current report
Cost of Goods Sold
Current report
Cost of goods sold for the three months ended March 31, 2026 decreased by $81 thousand, or 2.4%, to $3,319 thousand from $3,400 thousand for the three months ended March 31, 2025. The increase in Cost of goods sold from increased unit sales in the three months ended March 31, 2026 was offset by decreased depreciation expense of $868 thousand.
Current report
Selling, Administrative and Engineering Expense
Current report
Selling, administrative and engineering expense for the three months ended March 31, 2026 decreased by $1,583 thousand, or 9.7%, to $14,789 thousand from $16,372 thousand for the three months ended March 31, 2025. The decrease was primarily driven by continued focus on cost reduction, including lower personnel costs of $1,438 thousand from reduced headcount in 2026 as compared to 2025.
Current report
Cost of Goods Sold
Current report
Selling, Administrative and Engineering Expense
Current report
Selling, administrative and engineering expense for the three months ended March 31, 2026 increased by $220 thousand, or 10.3%, to $2,346 thousand from $2,126 thousand for the three months ended March 31, 2025. Selling, administrative and engineering expense remained relatively consistent in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 with the change primarily driven by increased research and development expenses.
Current report
On December 15, 2025, the Company borrowed $75.0 million under the Term Loan. The Company paid $800 thousand in the three months ended March 31, 2026 for the mandatory prepayment related to net ATM proceeds received from shares sold in the three months ended December 31, 2025. As of March 31, 2026 and December 31, 2025, there was $0 thousand and $800 thousand, respectively, presented as Current portion of term loan - related party, net, and $74.2 million presented as Long-term portion of term loan - related party, net, on the consolidated balance sheet. During the three months ended March 31, 2026, the Company recorded $1,417 thousand in interest expense, which is presented in Interest expense, related party on the consolidated statements of operations and comprehensive loss. The amount due to H-D for interest as of March 31, 2026 and December 31, 2025 was $1,672 thousand and $255 thousand, respectively, and is presented in Other long-term liabilities on the consolidated balance sheet. The effective interest rate was 7.64% as of March 31, 2026 and December 31, 2025. The Company remained in compliance with all of the existing covenants as of March 31, 2026.
Current report
Net cash used by investing activities increased by $75 thousand to $688 thousand for the three months ended March 31, 2026 compared to $613 thousand for the three months ended March 31, 2025 due to an increase in capital expenditures.
Removed paragraphs (33)
Previous 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.
Previous report
For the remainder of 2025, LiveWire's focus continues to be on cost improvements, future electric motorcycle models and product innovation and development.
Previous report
(1) Effective November 5, 2024, the Company’s go-to-market strategy in Europe changed from selling direct to customers through international partners to selling at wholesale to independent dealers. International unit sales prior to November 5, 2024 are reflected as Company Retail Motorcycle Unit Sales, while international unit sales after November 5, 2024 are reflected as Wholesale Motorcycle Unit Sales.
Previous report
(1) In May 2025, STACYC moved to a distributor model in Canada whereby the previous independent retail partners are now contracted through STACYC’s distributor.
Previous report
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 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.
Previous report
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 report
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 report
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 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.
Previous report
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 report
Results of Operations
Previous report
The following table presents consolidated results of operations for the nine months ended September 30, 2025 and September 30, 2024 (in thousands):
Previous report
Operating Loss
Previous report
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 report
Interest Income
Previous report
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 report
Income Tax Provision
Previous report
Electric Motorcycles
Previous report
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 report
Revenue
Previous 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.
Previous report
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 report
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 report
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 report
STACYC
Previous report
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 report
Revenue
Previous 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
Previous 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.
Previous report
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 report
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 report
The Company estimates capital expenditures to be between $4 million and $5 million in 2025.
Reworded paragraphs (25)
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, 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.
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, and related parts, 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
Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, at retail through a Company-owned dealership and through online sales. Prior to November 5, 2024, the Company’s products were sold at retail through select international partners primarily in Europe. Electric balance bikes and electric bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to customers online. As discussed below, on September 26, 2022 as part of the Business Combination, the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.
Current wording
Electric motorcycles are sold at wholesale to a network of Independent Retail Partners, at retail through a Company-owned dealership and through online sales. Electric balance bikes and electric bikes are sold at wholesale to independent dealers and independent distributors, as well as direct to customers online. As discussed below, on September 26, 2022 as part of the Business Combination, the Company, which included LiveWire branded electric motorcycles and STACYC, became a separate, publicly traded company.
Previous 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.
Current wording
For the three months ended March 31, 2026, the Company’s net loss was $18,128 thousand compared to $19,271 thousand for the three months ended March 31, 2025. The Company’s net losses reflect the early-stage nature of the Company’s business including investments in product development as the Company continues to focus on technological innovation that it expects will support future products and growth. The decrease in net loss of $1,143 thousand for the three months ended March 31, 2026, reflect the segment results and changes in interest expense, related party, interest income and the change in fair value of warrant liabilities discussed below.
Previous 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.
Current wording
For the three months ended March 31, 2026, the Electric Motorcycles segment operating loss was $16,701 thousand compared to an operating loss of $19,353 thousand for the three months ended March 31, 2025. Refer to the Electric Motorcycles segment analysis below for further discussion on the decrease in operating loss of $2,652 thousand for the three months ended March 31, 2026.
Previous 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.
Current wording
For the three months ended March 31, 2026, the STACYC segment operating loss was $971 thousand compared to an operating loss of $1,313 thousand for the three months ended March 31, 2025. Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $342 thousand for the three months ended March 31, 2026.
Previous wording
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 wording
In response to the market challenges facing the electric vehicle segment and the overall broader powersports industry, the Company is continuing to focus on strategic expansion of its product offerings, including the planned production in the spring of 2026 of two new 125 cc-equivalent mini-motos, the S4 Honcho TM products, which are designed to expand access and affordability for riders globally. 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.
Previous wording
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 wording
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.
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, Warrant Liabilities, to the consolidated financial statements.
Previous wording
The Electric Motorcycles independent retail partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles. LiveWire intends to grow this network as it expands its distribution capabilities.
Current wording
The Electric Motorcycles Independent Retail Partners shown above include those that have been contracted by LiveWire to sell LiveWire motorcycles. As of March 31, 2026 and December 31, 2025, there were nine partners and one partner, respectively, that were actively working to complete the licensing required to sell LiveWire motorcycles as of the end of the period. LiveWire intends to grow this network as it expands its distribution capabilities.
Previous 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.
Current wording
The Company reported an operating loss of $17,672 thousand for the three months ended March 31, 2026 compared to $20,666 thousand for the three months ended March 31, 2025. The Electric Motorcycles segment reported an operating loss of $16,701 thousand for the three months ended March 31, 2026 compared to $19,353 thousand for the three months ended March 31, 2025. The STACYC segment reported operating loss of $971 thousand for the three months ended March 31, 2026 compared to $1,313 thousand for the three months ended March 31, 2025. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.
Previous 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.
Current wording
Change in fair value of warrant liabilities for the three months ended March 31, 2026 was income of $383 thousand compared to income of $905 thousand for the three months ended March 31, 2025. The income recognized for the three months ended March 31, 2026 and 2025 was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants. See Note 7, Warrant Liabilities, in the consolidated financial statements for further discussion.
Previous 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.
Current wording
The income tax provision for the three months ended March 31, 2026 was $25 thousand compared to $14 thousand for the three months ended March 31, 2025. 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
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 wording
Revenue for the three months ended March 31, 2026 increased by $1,384 thousand, or 59.6%, to $3,708 thousand from $2,324 thousand for the three months ended March 31, 2025. The increase in revenue of $1,384 thousand was primarily driven by higher volumes in all markets and higher shipment volumes to our third-party distributors in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Previous wording
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 wording
Cost of goods sold for the three months ended March 31, 2026 increased by $822 thousand, or 54.4%, to $2,333 thousand from $1,511 thousand for the three months ended March 31, 2025. The increase was primarily due to higher volumes in alignment with the increased revenue described above.
Previous 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.
Current wording
As of March 31, 2026 and December 31, 2025, LiveWire’s cash and cash equivalents were $67,495 thousand and $82,777 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. 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
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, Warrant Liabilities, to the consolidated financial statements.
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 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.
Current wording
In the event of the exercise of any 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, 2026, the reported sales price of Common Stock was $1.66 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 $100.0 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.
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 Convertible Term Loan had a maturity date of the earlier of (i) 24 months from the date of the first draw on the loan or (ii) October 31, 2026. The Convertible Term Loan contained a provision that provided for H-D to convert amounts outstanding to equity at the Maturity Date if, on the Maturity Date, H-D determined, acting reasonably and in good faith, that the Company does not have the financial wherewithal to repay all amounts outstanding.
Previous wording
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 wording
On November 9, 2025, the Company entered into an Amended and Restated Delayed Draw Term Loan Agreement (the “Term Loan”) with H-D, which amended the Convertible Term Loan. The Term Loan provided 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 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 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 are collateralized by a security interest in substantially all of the assets of the Company.
Previous wording
The Company’s material contractual operating cash commitments at September 30, 2025 relate to leases and inventory purchase commitments. In addition, as a result of the Business Combination completed on September 26, 2022, LiveWire will be subject to certain payments in the event minimum purchase commitments under the Contract Manufacturing Agreement with H-D are not met beginning in the year 2026.
Current wording
LiveWire’smaterial contractual operating cash commitments at March 31, 2026 relate to leases. LiveWire estimates capital expenditures to be between $3 million and $8 million in 2026. As a result of the Business Combination completed on September 26, 2022, LiveWire will be subject to certain payments in the event minimum purchase commitments under the Contract Manufacturing Agreement with H-D are not met beginning in the year 2027. The Company also has a liability of $6,080 thousand as of March 31, 2026 and December 31, 2025 thousand for excess inventory components held by H-D that the Company expects to be obligated to reimburse H-D under the terms of the Contract Manufacturing Agreement. Refer to Note 11, Related Party Transactions, for discussion of commitments with H-D.
Previous 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):
Current wording
The following table presents condensed highlights from the Company’s consolidated statements of cash flows for the three months ended March 31, 2026 and 2025 (in thousands):
Previous 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.
Current wording
The overall decrease in cash during the three months ended March 31, 2026 was due primarily to cash used for operating activities.
Previous 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.
Current wording
The Company had net cash outflow from operating activities during the three months ended March 31, 2026 and 2025. Net cash used by operating activities decreased by $4,496 thousand to $12,994 thousand for the three months ended March 31, 2026 compared to $17,490 thousand for the three months ended March 31, 2025. The decrease in net cash outflow from operating activities was primarily driven by favorable changes in Inventories and Accounts payable and accrued liabilities offset by unfavorable changes in Accounts payable to related party.
Previous 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.
Current wording
Net cash used by financing activities increased by $1,357 thousand to an outflow of $1,607 thousand for the three months ended March 31, 2026 compared to an outflow of $250 thousand for the three months ended March 31, 2025. The increase in the cash outflow for the three months ended March 31, 2026 is related to the $800 thousand payment of borrowings under the Term Loan, as described in Note 11, Related Party Transactions, and an increase in the amount of repurchases of common stock to satisfy withholding taxes of $557 thousand in connection with the vesting of restricted stock units in 2026.
Previous 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.
Current 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, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As discussed above, 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”). LiveWire filed a prospectus supplement with the SEC on August 22, 2025 in connection with the ATM Program. There were no shares of common stock sold under the ATM Program and no commissions during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, there were $382 thousand unamortized issuance costs related to the ATM Program recorded included in Other current assets on the consolidated balance sheet and will be offset against Additional paid-in-capital on a ratable basis as additional proceeds are received under the ATM Program. Additionally, there were $180 thousand in expenses associated with maintaining the ATM Program included in Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026. At March 31, 2026 and December 31, 2025, $47.8 million in capacity remained available under the ATM Program.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Change in Fair Value of Warrant Liabilities
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.