LiveWire Group, Inc.

1. Description of Business and Basis of Presentation

LiveWire Group, Inc., a Delaware corporation, and its consolidated subsidiaries are referred to in these consolidated financial statements and notes as “we,” “our,” “us,” the “Company,” or “LiveWire.”The Company designs and sells electric motorcycles, electric balance bikes, and electric bikes with related parts, accessories, and apparel. The Company operates intwo segments: Electric Motorcycles and STACYC.

On September 26, 2022, the Company consummated a previously announced business combination and related financing transactions (collectively the “Business Combination”) pursuant to a business combination agreement, dated as of December 12, 2021 (the “Business Combination Agreement”), by and among AEA-Bridges Impact Corp (“ABIC”), LiveWire Group, Inc. (formerly known as LW EV Holdings, Inc.), LW EV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Harley-Davidson, Inc., a Wisconsin corporation (“H-D”), and LiveWire EV, LLC (“Legacy LiveWire”), a wholly-owned subsidiary of H-D. 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. 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 8, Warrant Liabilities.

In connection with the Business Combination, H-D has the right to receive up to an additional 12,500,000 shares of the Company’s Common Stock in the future (the “Earn-Out Shares”) upon the occurrence of certain triggering events: (i) a one-time issuance of 6,250,000 Earn Out Shares if the volume-weighted average price (“VWAP”) of Common Stock is greater than or equal to $14.00 over any 20 trading days within any 30 consecutive trading day period; and (ii) a one-time issuance of 6,250,000 Earn Out Shares if the VWAP of Common Stock is greater than or equal to $18.00 over any 20 trading days within any 30 consecutive trading-day period, in each case, during a period beginning 18 months from September 26, 2022, the closing date of the Business Combination, and expiring five years thereafter on September 22, 2027, if not exercised earlier.

ATM Program

On August 18, 2025, the Company filed an automatic shelf registration statement on Form S-3 (the “2025 Shelf Registration Statement”) with the SEC registering $100.0 million of its common stock, which the SEC declared effective on August 21, 2025. A Prospectus Supplement, inclusive of the 2025 Shelf Registration, was filed and became effective on August 22, 2025 under registration No. 333-289699. The Prospectus Supplement allows the Company to sell, from time to time and at its discretion, common stock having an aggregate offering price of up to $50.0 million pursuant to the Company’s At-The-Market Issuance Sales Agreement (“Sales Agreement”), dated as of August 22, 2025, with Mizuho Securities USA LLC (“Mizuho”), as sales agent, under an at-the-market offering program (“ATM Program”). The Sales Agreement stipulates that the Company will pay Mizuho a commission of up to 3.0% of the gross offering proceeds of any shares of common stock sold to or through Mizuho pursuant to the Sales Agreement. The Company is required to repay up to $10.0 million of the amount borrowed under the Amended and Restated Delayed Draw Term Loan Agreement (the “Term Loan”) from net proceeds from sales of common stock issued under the ATM Program as described in Note 12, Related Party Transactions. The Company intends to use the remainder of the net proceeds from sales of common stock issued under the ATM Program for general corporate purposes, including working capital and capital expenditures, and potential future investments. The timing of any sales and the number of shares sold will depend on a variety of factors to be determined and considered by the Company. The Company is not obligated to sell any shares under the Sales Agreement.

There were zero and 70,256 shares of common stock sold under the ATM Program andzero and $3 thousand of commissions during the three and nine months ended September 30, 2026, respectively. There were 251,246 shares of common stock sold under the ATM Program and $33 thousand of commissions during the three and nine months ended September 30, 2025. As of September 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 $119 thousand and $426 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 nine months ended September 30, 2026, respectively. At September 30, 2026 and December 31, 2025, $47.7 million and $47.8 million, respectively, in capacity remained available under the ATM Program.

Basis of Presentation

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated balance sheet as of September 30, 2026, the consolidated statements of operations and comprehensive loss and shareholders’ equity for the three and nine month periods ended September 30, 2026 and 2025, and cash flows for the nine month periods ended September 30, 2026 and 2025.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) on the going concern basis of accounting and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in complete financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC and GAAP for interim financial reporting. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. All intercompany transactions within the Company have been eliminated in preparing the consolidated financial statements.

As of September 30, 2026, the Company had a cash balance of $39.9 million. As discussed above, the Company initiated an ATM Program on August 22, 2025, which allows the Company to sell, from time to time and at its discretion, common stock having an aggregate offering price of up to $50.0 million. Through September 30, 2026, the Company raised net proceeds of $1.6 million under this program. 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 in Note 12, Related Party Transactions, 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. There wasno mandatory prepayment required related to ATM net proceeds received from shares sold in the nine months ended September 30, 2026. The Company paid $800 thousand in the nine months ended September 30, 2026 for the mandatory prepayment related to the net ATM proceeds received from shares sold in the three months ended December 31, 2025.

Management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.

For the nine months ended September 30, 2026, the Company incurred a net loss of $55.0 million and used $38.3 million of cash in operating activities. As of September 30, 2026, the Company had cash and cash equivalents of $39.9 million and an accumulated deficit of $356.0 million. The Company continues to experience operating losses and negative operating cash flows while funding product development, manufacturing, and commercial activities.

Management's forecast indicates that, absent additional sources of liquidity or significant improvements in operating performance, the Company's existing cash and cash equivalents may not be sufficient to fund its planned operations for the twelve-month period following the issuance date of these consolidated financial statements. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern.

The Company is pursuing several initiatives to improve liquidity and extend its cash runway, including reducing operating expenditures, optimizing working capital, and evaluating comprehensive financing and other strategic opportunities or investments, sales, and other strategic transactions or partnerships to raise additional capital through debt financing, equity offerings, or other financing arrangements intended to support the Company’s operations and execution of its business plan. Certain transactions may be subject to approval by the Company’s lienholders or stockholders. As these plans are not entirely within the Company's control, there can be no assurance that such plans will be effectively implemented or that additional financing will be available on acceptable terms, if at all. 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.

Accordingly, management has concluded that substantial doubt about the Company's ability to continue as a going concern exists for the twelve-month period following the date these consolidated financial statements are issued. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments relating to the recoverability or classification of recorded asset amounts, or the amounts and classification of liabilities, that might result should the Company be unable to continue as a going concern.

Refer to Note 14, Subsequent Events for actions taken by the LiveWire board of directors in order to address the above issues and in consideration of the debt maturity in December 2027.