LiveWire Group, Inc.
For the period ended Jun 30, 2026. Filed Aug 5, 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.
Jun 30, 2026 · Filed Aug 5, 2026
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 2026-03-31; filed 2026-05-06.
0001898795-26-000048
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001898795-26-000085
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 90 previous paragraphs and 112 current paragraphs.
57 unchanged; 23 reworded; 27 added; 10 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 6 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 (27)
Current report
On May 18, 2026, LiveWire acquired substantially all of the assets of Dust Motorcycles, Inc. (“Dust”), expanding the Company's presence into the electric off-road market. Through the acquisition, LiveWire obtained an electric dirt bike platform that is being advanced toward production and is expected to complement the Company's existing electric motorcycle portfolio. The acquisition aligns with the Company's strategy to expand its product offerings and address additional categories of the electric two-wheel market. The Company determined the operations of Dust will be included in the Electric Motorcycles segment. Acquisition-related costs of $297 thousand and $424 thousand were recorded within Selling, administrative and engineering costs on the consolidated statements of operations and comprehensive loss in the three and six months ended June 30, 2026. There was no revenue recorded and a net loss of $274 thousand recorded for Dust operations for the three and six months ended June 30, 2026 on the consolidated statements of operations and comprehensive loss.
Current report
Interest Income (expense), net
Current report
Income Tax Provision (Benefit)
Current report
Revenue for the three months ended June 30, 2026 increased by $2,804 thousand, or 333.0%, to $3,646 thousand from $842 thousand for the three months ended June 30, 2025. The increase in revenue was primarily driven by the increase in unit sales of 212 units, or 385.5%, from 55 units in the three months ended June 30, 2025 to 267 units in the three months ended June 30, 2026.
Current report
Cost of goods sold for the three months ended June 30, 2026 increased by $3,808 thousand, or 160.1%, to $6,187 thousand from $2,379 thousand for the three months ended June 30, 2025. The increase was primarily due to higher volumes in alignment with the increased revenue described above and an increase of $2,204 thousand for net realizable value adjustments on higher purchases of S2 motorcycles in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Current report
Selling, administrative and engineering expense for the three months ended June 30, 2026 decreased by $967 thousand, or 5.9%, to $15,499 thousand from $16,466 thousand for the three months ended June 30, 2025. The decrease was primarily driven by reduced personnel costs of $1,728 thousand from lower average headcount in the three months ended June 30, 2026 as compared to the same period in 2025, offset by increased product development spend of $483 thousand related to the development of S4 Honcho TM and $424 thousand in expenses related to the acquisition of Dust and the Company’s at-the-market program in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current report
Cost of goods sold for the three months ended June 30, 2026 increased by $29 thousand, or 1.0%, to $2,974 thousand from $2,945 thousand for the three months ended June 30, 2025. The increase was primarily due to higher volumes in alignment with the increased revenue described above. This increase was offset by the recognition of tariff refund recoveries related to previously paid International Emergency Economic Powers Act (“IEEPA”) duties following acceptance of refund claims by U.S. Customs and Border Protection of $453 thousand in the three months ended June 30, 2026 compared to zero in the three months ended June 30, 2025.
Current report
Selling, administrative and engineering expense for the three months ended June 30, 2026 increased by $122 thousand, or 5.2%, to $2,469 thousand from $2,347 thousand for the three months ended June 30, 2025. Selling, administrative and engineering expense increased $145 thousand primarily due to higher marketing spend in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current report
Results of Operations
Current report
The following table presents consolidated results of operations for the six months ended June 30, 2026 and 2025 (in thousands):
Current report
Operating Loss
Current report
The Company reported an operating loss of $35,686 thousand for the six months ended June 30, 2026 compared to $38,930 thousand for the six months ended June 30, 2025. The Electric Motorcycles segment reported an operating loss of $34,741 thousand for the six months ended June 30, 2026 compared to $37,356 thousand for the six months ended June 30, 2025. The STACYC segment reported operating loss of $945 thousand for the six months ended June 30, 2026 compared to $1,574 thousand for the six months ended June 30, 2025. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.
Current report
Interest Expense, Related Party
Current report
Interest Income (Expense), net
Current report
Interest income (expense), net, for the six months ended June 30, 2026 was $1,023 thousand compared to $837 thousand for the six months ended June 30, 2025. The investment in money market funds increased to $41 million as of June 30, 2026 from $17 million as of June 30, 2025 after the Company borrowed $75 million under the Term Loan on December 15, 2025. See Note 12, Related Party Transactions, in the consolidated financial statements for further discussion.
Current report
Electric Motorcycles
Current report
The following table presents consolidated results of operations for the Electric Motorcycles segment for the six months ended June 30, 2026 and 2025 (in thousands):
Current report
Revenue
Current report
Revenue for the six months ended June 30, 2026 increased by $3,792 thousand, or 300.7%, to $5,053 thousand from $1,261 thousand for the six months ended June 30, 2025. The increase in revenue was primarily driven by the increase in unit sales of 270 units, or 306.8%, from 88 units in the six months ended June 30, 2025 to 358 units in the six months ended June 30, 2026.
Current report
Cost of goods sold for the six months ended June 30, 2026 increased by $3,727 thousand, or 64.5%, to $9,506 thousand from $5,779 thousand for the six months ended June 30, 2025. The increase for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to higher volumes in alignment with the increased revenue described above and an increase of $1,572 thousand for net realizable value adjustments on higher S2 motorcycle purchases in the six months ended June 30, 2026 compared to the same period in 2026, partially offset by a decrease in depreciation expense of $1,072 thousand resulting primarily from accelerated depreciation recorded in 2025 on certain tools that were replaced as part of the Company’s cost reduction activities.
Current report
Selling, administrative and engineering expense for the six months ended June 30, 2026 decreased by $2,550 thousand, or 7.8%, to $30,288 thousand from $32,838 thousand for the six months ended June 30, 2025. The decrease was primarily driven by reduced personnel costs of $3,144 thousand from lower average headcount in the six months ended June 30, 2026 compared to the same period in 2025 and a decrease in marketing spend of $1,517 thousand during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decreases were offset by $731 thousand in expenses related to the acquisition of Dust and the Company’s at-the-market program, increased product development spend of $676 thousand related to the development of S4 Honcho TMand increased warranty expense of $580 thousand due to increased unit sales in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Current report
STACYC
Current report
Revenue
Current report
Revenue for the six months ended June 30, 2026 increased by $1,822 thousand, or 24.8%, to $9,177 thousand from $7,355 thousand for the six months ended June 30, 2025. The increase in revenue of $1,822 thousand was primarily driven by higher volumes of $1,681 thousand, offset by pricing decreases of $141 thousand in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.
Current report
Cost of goods sold for the six months ended June 30, 2026 increased by $851 thousand, or 19.1%, to $5,307 thousand from $4,456 thousand for the six months ended June 30, 2025. The increase was primarily due to higher shipment volumes in alignment with the increased revenue described above. This increase was offset by the recognition of tariff refund recoveries related to previously paid IEEPA duties following acceptance of refund claims by U.S. Customs and Border Protection of $453 thousand in the six months ended June 30, 2026 compared to zero in the six months ended June 30, 2025.
Current report
Selling, administrative and engineering expense for the six months ended June 30, 2026 increased by $342 thousand, or 7.6%, to $4,815 thousand from $4,473 thousand for the six months ended June 30, 2025. The change was primarily driven by $190 thousand increased marketing spend and $148 thousand increased research and development expenses in the six months ended June 30, 2026 compared the six months ended June 30, 2025.
Current report
On May 18, 2026 (“Acquisition Date”), the Company completed the acquisition of substantially all of the assets of Dust expanding its presence into the electric off-road market. Total consideration included $375 thousand of cash paid at closing, $500 thousand of equity issued at closing, deferred consideration with a fair value of $1,649 thousand, and contingent consideration with a fair value of $1,107 thousand as of the Acquisition Date. The deferred consideration consists of three annual installment payments payable in shares of the Company's common stock, while the contingent consideration is tied to future performance metrics and is subject to the terms of the Asset Purchase Agreement. The Company expects to continue funding product development and commercialization activities associated with the Dust platform as it progresses toward production. Management does not currently expect the acquisition-related obligations to have a material impact on the Company's near-term liquidity position. Refer to Note 3, Acquisitions, for additional information.
Removed paragraphs (10)
Previous report
Interest Income
Previous 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.
Previous report
Cost of Goods Sold
Previous 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.
Previous report
Selling, Administrative and Engineering Expense
Previous 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.
Previous report
Cost of Goods Sold
Previous report
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 report
Selling, Administrative and Engineering Expense
Previous 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.
Reworded paragraphs (23)
Previous 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.
Current wording
For the three months ended June 30, 2026, the Company’s net loss was $18,213 thousand compared to $18,826 thousand for the three months ended June 30, 2025, and was $36,341 thousand for the six months ended June 30, 2026 compared to $38,097 thousand for the six months ended June 30, 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 $613 thousand and $1,756 thousand for the three and six months ended June 30, 2026, respectively, reflect the segment results and changes in interest expense, related party, interest income (expense), net, and the change in fair value of warrant liabilities discussed below.
Previous 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.
Current wording
For the three months ended June 30, 2026, the Electric Motorcycles segment operating loss was $18,040 thousand compared to an operating loss of $18,003 thousand for the three months ended June 30, 2025 and was an operating loss of $34,741 thousand for the six months ended June 30, 2026 compared to an operating loss of $37,356 thousand for the six months ended June 30, 2025. Refer to the Electric Motorcycles segment analysis below for further discussion on the increase in operating loss of $37 thousand and decrease in operating loss of $2,615 thousand for the three and six months ended June 30, 2026, respectively.
Previous 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.
Current wording
For the three months ended June 30, 2026, the STACYC segment operating income was $26 thousand compared to an operating loss of $261 thousand for the three months ended June 30, 2025 and was an operating loss of $945 thousand for the six months ended June 30, 2026 compared to operating loss of $1,574 thousand for the six months ended June 30, 2025. Refer to the STACYC segment analysis below for further discussion on the decrease in operating loss of $287 thousand and $629 thousand for the three and six months ended June 30, 2026, respectively.
Previous 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.
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. The Company commenced production in the second quarter 2026 of its two new 125 cc-equivalent mini-motos, the S4 Honcho TM products, which are designed to expand access and affordability for riders globally. The first units are expected to arrive at authorized LiveWire retail locations later in the summer of 2026. 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
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 wording
For the remainder of 2026, LiveWire's focus is on the introduction and delivery into the market of its two new 125 cc-equivalent mini-motos, the S4 Honcho TM products, and continued advancement of the Dust electric dirt bike platform towards production. Additionally, the Company remains focused on continued network expansion, cost savings and improvements, product innovation and development focused on profitable products, and continued growth of the STACYC segment.
Previous 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.
Current 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.
Previous 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.
Current wording
The Company reported an operating loss of $18,014 thousand for the three months ended June 30, 2026 compared to $18,264 thousand for the three months ended June 30, 2025. The Electric Motorcycles segment reported an operating loss of $18,040 thousand for the three months ended June 30, 2026 compared to $18,003 thousand for the three months ended June 30, 2025. The STACYC segment reported operating income of $26 thousand for the three months ended June 30, 2026 compared to operating loss of $261 thousand for the three months ended June 30, 2025. Refer to the Electric Motorcycles and STACYC Segment discussions for a more detailed analysis of the factors affecting operating results.
Previous wording
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 wording
Interest expense, related party, for the three months ended June 30, 2026 was $1,454 thousand compared to zero for the three months ended June 30, 2025. The expense is related to the Company borrowing $75 million from H-D under the Term Loan on December 15, 2025. See Note 12, Related Party Transactions, in the consolidated financial statements for further discussion.
Previous wording
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 wording
Interest income (expense), net, for the three months ended June 30, 2026 was $420 thousand compared to $333 thousand for the three months ended June 30, 2025. The investment in money market funds increased to $41 million as of June 30, 2026 from $17 million as of June 30, 2025 after the Company borrowed $75.0 million under the Term Loan on December 15, 2025. See Note 12, Related Party Transactions, in the consolidated financial statements for further discussion.
Previous 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.
Current wording
The income tax provision for the three months ended June 30, 2026 was $76 thousand compared to a benefit of $10 thousand for the three months ended June 30, 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 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.
Current wording
Revenue for the three months ended June 30, 2026 increased by $438 thousand, or 8.7%, to $5,469 thousand from $5,031 thousand for the three months ended June 30, 2025. The increase in revenue of $438 thousand was primarily driven by higher volumes in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Previous 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.
Current wording
Change in fair value of warrant liabilities for the six months ended June 30, 2026 was income of $1,294 thousand compared to zero for the six months ended June 30, 2025. The income recognized for the six months ended June 30, 2026 was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants. The estimated fair value of the warrants was the same at June 30, 2025 as December 31, 2024. See Note 8, Warrant Liabilities, in the consolidated financial statements for further discussion.
Previous 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.
Current wording
As of June 30, 2026 and December 31, 2025, LiveWire’s cash and cash equivalents were $52,869 thousand and $82,777 thousand, respectively.
Previous 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.
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 June 30, 2026, the reported sales price of Common Stock was $1.12 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 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 wording
On December 15, 2025, the Company borrowed $75.0 million under the Term Loan. The Company paid $800 thousand in the six months ended June 30, 2026 for the mandatory prepayment related to net ATM proceeds received from shares sold in the three months ended December 31, 2025. As of June 30, 2026 and December 31, 2025, there was $0 thousand and $800 thousand, respectively, presented as Current portion of term loan - related party, net, and $76.8 million and $74.2 million, respectively, presented as Long-term portion of term loan - related party, net, on the consolidated balance sheet. During the three and six months ended June 30, 2026, the Company recorded $1,454 thousand and $2,871 thousand in interest expense, respectively, which is presented in Interest expense, related party on the consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2026, the carrying value of the Term Loan increased by $2.6 million due primarily to accrued and compounded interest and was added to the Long-term portion of term loan - related party, net, on the consolidated balance sheets and will be payable on the Term Loan Maturity Date. Additional accrued interest due to H-D as of June 30, 2026 was $494 thousand and presented in Other long-term liabilities - related party on the consolidated balance sheets. Additional accrued interest due to H-D as of December 31, 2025 was $255 thousand and presented in Other long-term liabilities on the consolidated balance sheets. The effective interest rate was 7.71% and 7.64%, respectively, as of June 30, 2026 and December 31, 2025. The Company remained in compliance with all of the existing covenants as of June 30, 2026.
Previous wording
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.
Current wording
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 70,256 shares of common stock sold under the ATM Program in the three and six months ended June 30, 2026 for an aggregate offering price of $100 thousand. Total commissions related to the ATM Program for the three and six months ended June 30, 2026 were $3 thousand, which were offset against Additional-paid-in-capital. As of June 30, 2026 and December 31, 2025, there were $381 thousand and $382 thousand, respectively, 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 $127 thousand and $307 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 and six months ended June 30, 2026, respectively. At June 30, 2026 and December 31, 2025, $47.7 million and $47.8 million, respectively, in capacity remained available under the ATM Program.
Previous wording
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.
Current wording
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 cash and cash equivalents 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 has been actively exploring various financing alternatives and will require additional financing to continue financing its operations and execute its business plan before eventually attaining and maintaining profitable operations. To address this need, management will continue to actively pursue additional financing during the third quarter of 2026. 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 possible financing vehicles. If the Company is unable to secure additional capital or other financing in the amounts needed, on terms acceptable to the Company, or at all, it could adversely affect its ability to satisfy obligations as they become due and execute its strategic business objectives.
Previous 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.
Current wording
LiveWire’smaterial contractual operating cash commitments at June 30, 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 June 30, 2026 and December 31, 2025 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 12, 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 three months ended March 31, 2026 and 2025 (in thousands):
Current wording
The following table presents condensed highlights from the Company’s consolidated statements of cash flows for the six months ended June 30, 2026 and 2025 (in thousands):
Previous wording
The overall decrease in cash during the three months ended March 31, 2026 was due primarily to cash used for operating activities.
Current wording
The overall decrease in cash during the six months ended June 30, 2026 was due primarily to cash used for operating activities.
Previous 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.
Current wording
The Company had net cash outflow from operating activities during the six months ended June 30, 2026 and 2025. Net cash used by operating activities decreased by $5,961 thousand to $26,406 thousand for the six months ended June 30, 2026 compared to $32,367 thousand for the six months ended June 30, 2025. The decrease in net cash outflow from operating activities was primarily driven by a reduction in net loss adjusted for non-cash items and favorable changes in Inventories, net, and Accounts payable and accrued liabilities offset by unfavorable changes in Accounts receivable, net, and Other current assets.
Previous wording
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.
Current wording
Net cash used by investing activities decreased by $134 thousand to $1,909 thousand for the six months ended June 30, 2026 compared to $2,043 thousand for the six months ended June 30, 2025 due to a decrease in capital expenditures of $509 thousand offset by an increase related to the payment for business acquired of $375 thousand, as discussed in Note 3, Acquisition.
Previous 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.
Current wording
Net cash used by financing activities increased by $805 thousand to an outflow of $1,564 thousand for the six months ended June 30, 2026 compared to an outflow of $759 thousand for the six months ended June 30, 2025. The increase in the cash outflow for the six months ended June 30, 2026 is primarily related to the $800 thousand payment of borrowings under the Term Loan, as described in Note 12, Related Party Transactions.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Change in fair value of warrant liabilities for the three months ended June 30, 2026 was income of $911 thousand compared to a loss of $905 thousand for the three months ended June 30, 2025. The income recognized for the three months ended June 30, 2026 was due to the decrease in the estimated fair value due to fluctuations in the market price of the warrants. The loss recognized for the three months ended June 30, 2025 was due to the increase in the estimated fair value due to fluctuations in the market price of the warrants. See Note 8, Warrant Liabilities, in the consolidated financial statements for further discussion.
Current report — wording carried from elsewhere
Interest expense, related party, for the six months ended June 30, 2026 was $2,871 thousand compared to zero for the six months ended June 30, 2025. The expense is related to the Company borrowing $75 million from H-D under the Term Loan on December 15, 2025. See Note 12, Related Party Transactions, in the consolidated financial statements for further discussion.
Current report — wording carried from elsewhere
Change in Fair Value of Warrant Liabilities
Current report — wording carried from elsewhere
The income tax provision for the six months ended June 30, 2026 was $101 thousand compared to $4 thousand for the six months ended June 30, 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.
Current report — wording carried from elsewhere
The following table presents consolidated results of operations for the STACYC segment for the six months ended June 30, 2026 and 2025 (in thousands):