LiveWire Group, Inc.

The Company’s business, results of operations, and financial condition can be affected by a number of factors, whether currently known or unknown, including but not limited to those described as risk factors, any one or more of which could, directly or indirectly, cause the Company’s actual results of operations and financial condition to vary materially from past, or anticipated future, results of operation and financial condition. For a discussion of these potential risks and uncertainties, see Part I, Item 1A. “Risk Factors” of the 2025 Annual Report on Form 10-K for the year ended December 31, 2025. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, results of operations, financial condition, and the price of the Common Stock. Other than the risk factors set forth below, there have been no material changes to the principal risks that the Company believes are material to the Company’s business, results of operations, and financial condition from those included in the 2025 Annual Report on Form 10-K for the year ended December 31, 2025.

We may fail to realize the anticipated benefits of the Dust Acquisition and may assume unanticipated liabilities.

The success of the Dust Acquisition will depend on, among other things, our ability to integrate the transferred businesses in a manner that realizes the various benefits, growth opportunities and synergies that we have identified. Our ability to achieve the anticipated benefits of the Dust Acquisition is subject to a number of risks and uncertainties.

The Deferred consideration and Contingent consideration payable pursuant to the Dust Acquisition may dilute our stockholders.

Pursuant to the Dust Acquisition, we will issue additional shares of common stock for the Deferred consideration and may issue additional shares of common stock for the Contingent consideration. The issuance of shares of common stock will dilute the ownership of our stockholders.

Our history of net losses and negative cash flows raise substantial doubt about our ability to continue as a going concern.

In our consolidated financial statements for the nine months ended September 30, 2026 and 2025, we concluded that there is substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the date of issuance of the September 30, 2026 consolidated financial statements. Our ability to continue as a going concern will require us to obtain additional funding, which is subject to certain governance and contractual arrangements, including approval rights held by significant stockholders. See “We will require additional capital to fund our operations and growth. If we cannot obtain sufficient capital on acceptable terms, our business, financial condition, and results of operations may be adversely affected.” If we are unable to obtain sufficient funding, our prospects, business, financial condition and results of operations will be adversely affected, and we may be unable to continue as a going concern. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, limit, reduce or eliminate some or all of our planned research, development, production and marketing activities or may be forced to reduce or terminate our operations. Our financial condition could adversely affect our relationships with customers and suppliers, which could, in turn, negatively impact our working capital, revenue and ability to execute our business plan. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors and other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms, if at all.

We will require additional capital to fund our operations and growth. If we cannot obtain sufficient capital on acceptable terms, our business, financial condition, and results of operations may be adversely affected.

The development and commercialization of our electric vehicles is capital-intensive. We require a significant amount of capital and resources for our operations, R&D and deployment of our electric vehicles, and continued growth. It may take a long time to realize returns on such investments, if at all.

To date, we have financed our operations primarily through the net proceeds from the Business Combination and borrowings under the Amended and Restated Delayed Draw Term Loan Agreement (the “Term Loan”) with H-D. We will need to raise additional capital to continue to fund our production, network expansion, cost savings and improvements, product innovation and continued growth of the STACYC segment activities and to improve our liquidity position. In order to address these issues, the Board formed the Special Restructuring Committee and delegated to it the authority to (i) review, evaluate and negotiate, and, if deemed advisable by the Special Restructuring Committee, to recommend to the Board the approval or rejection of any Strategic Transaction, (ii) determine whether a Strategic Transaction constitutes a Potential Conflict Matter, and (iii) create the officer position of Chief Restructuring Officer, to appoint such person to, and delegate such power and authority to, such officer position, and to remove and replace any person appointed to such officer position. The Special Restructuring Committee has sole and exclusive authority, on behalf of the Company, to approve or reject any Potential Conflict Matter. The Board may not approve or recommend any Strategic Transaction that constitutes a Potential Conflict Matter without the prior favorable recommendation of the Special Restructuring Committee, and the Board retains the exclusive right to approve or reject any Strategic Transaction that does not constitute a Potential Conflict Matter. The members of the Special Restructuring Committee are William Cornog and David Barse, and the CRO is Roy Gallagher.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market volatility, our financial condition, regulatory requirements and the successful development and sales of our electric vehicles. These factors may make the timing, amount, terms, and conditions of such financing unattractive or unavailable to us or our lienholder or stockholders. Additionally, the fact that we have a limited operating history and operate in a novel and evolving industry means we have limited historical data on the demand for our electric vehicles. As a result, our future capital requirements may be uncertain and actual capital requirements may be different from those we currently anticipate, especially in the fast-evolving electric vehicle industry. If adequate additional funds are not available to us on acceptable terms or at all, we may be unable to meet our obligations and fund our operations.

We may raise additional funds through the issuance of equity, equity-related, or debt securities. To the extent that we raise additional financing through the issuance of additional equity or debt, including convertible debt or debt secured by some or all of our assets, holders of any debt securities or preferred shares issued may have rights, preferences and privileges senior to those of holders of our Common Stock in the event of liquidation. If we issue additional debt, there is a possibility that once all senior claims are settled, there may be no assets remaining to pay out to the holders of Common Stock. Furthermore, the terms of any additional debt securities we may issue in the future may impose restrictions on our operations, which may include limiting our ability to incur additional indebtedness, pay dividends on or repurchase our share capital or make certain acquisitions or investments. In addition, we may be subject to covenants requiring us to satisfy certain financial tests and ratios, and our ability to satisfy such covenants may be affected by events outside of our control. All of the obligations under the Term Loan are collateralized by a security interest in substantially all of our assets and the Term Loan subjects us to restrictive covenants that could affect our financial and operational flexibility or the ability for us to enter into new financing.

In addition, in August 2025, we entered into an At-The-Market Issuance Sales Agreement with Mizuho Securities USA LLC, as agent (the “Agent”), under which we may offer and sell, from time to time at our sole discretion, an aggregate gross sale price of up to $50.0 million of shares of our common stock through the Agent (the “ATM Program”). There were 448,171 shares of common stock sold under the ATM Program in the year ended December 31, 2025. At December 31, 2025, $47.8 million in capacity remained available under the ATM Program. If we raise funds through the issuance of additional equity, whether through private placements or public offerings, such an issuance would dilute ownership of our current stockholders that do not participate in the issuance.

If we are unable to obtain any needed additional funding, we may be required to reduce the scope of, delay or eliminate some or all of our planned research, development, production and marketing activities, any of which could materially affect our business.

We may be unable to successfully identify or effectuate any or all of the Strategic Transactions.

As discussed herein, the Company's existing cash and cash equivalents may not be sufficient to fund planned operations for the twelve-month period following the issuance date of our consolidated financial statements. We may not have sufficient liquidity available to meet our working capital needs and fund our planned capital expenditures. We may determine not to make certain payments and/or use available grace periods before making certain payments. We have engaged legal and financial advisors, and our Board has formed the Special Restructuring Committee, which has appointed a CRO, to consider Strategic Transactions we may undertake to address our liquidity and balance sheet issues. We are evaluating certain Strategic Transactions, including debt or equity or other financing, sale, restructuring, recapitalization or other similar transactions for the Company, none of which has been implemented at this time. The Special Restructuring Committee has sole and exclusive authority, on behalf of the Company, to approve or reject any Potential Conflict Matter. The Board may not approve or recommend any Strategic Transaction that constitutes a Potential Conflict Matter without the prior favorable recommendation of the Special Restructuring Committee, and the Board retains the exclusive right to approve or reject any Strategic Transaction that does not constitute a Potential Conflict Matter.

However, there can be no assurance as to when or whether we will determine to implement any action as a result of the foregoing considerations, whether the implementation of one or more of such actions will be successful, or the effects the failure to take action may have on our business, our ability to achieve our operational and strategic goals or our ability to finance our business or refinance our indebtedness. In addition, we may fail to identify or effectuate any such Strategic Transaction on commercially reasonable terms or at all. The failure to develop and implement steps to fund operations and meet our obligations may have a material adverse effect on our business, prospects, results of operations, liquidity and financial condition, and our ability to refinance our corporate level indebtedness as it becomes due.

If we fail to obtain the necessary additional liquidity, there may continue to be substantial doubt that we would be able to continue as a going concern. Even if we are able to implement such Strategic Transactions, they may be insufficient to meet our debt and other obligations. Furthermore, such Strategic Transactions may not yield additional value for stockholders, and may adversely affect our creditors, customers, vendors, dealers, suppliers or stockholders. In addition, we may incur substantial expenses associated with identifying and evaluating potential Strategic Transactions, and the process of exploring Strategic Transactions may be time consuming and disruptive to our business operations.

Our potential for Strategic Transactions may impact our business, financial condition and operations.

Our Board has formed the Special Restructuring Committee. The Special Restructuring Committee has sole and exclusive authority, on behalf of the Company, to approve or reject any Potential Conflict Matter. The Board may not approve or recommend any Strategic Transaction that constitutes a Potential Conflict Matter without the prior favorable recommendation of the Special Restructuring Committee, and the Board retains the exclusive right to approve or reject any Strategic Transaction that does not constitute a Potential Conflict Matter. However, there can be no assurance that a Strategic Transaction will be identified and will be successful, and an in-court restructuring (pursuant to which we may seek relief under the Bankruptcy Code) may be unavoidable. Seeking in-court protection could require our senior management to spend a significant amount of time and effort dealing with a reorganization instead of focusing exclusively on our business operations; make it more difficult to attract, retain or replace management and other key personnel necessary to the success and growth of our business; cause the loss of confidence in us by our customers, vendors, dealers and suppliers; and have a material adverse effect on our business, financial condition, liquidity and results of operations.

If we cannot meet the NYSE continued listing requirements, the NYSE may delist our Common Stock.

On July 23, 2026, we received a written notification from the NYSE that as of July 22, 2026, we are not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period. Pursuant to Section 802.01C, we had a period of six months following the receipt of the notice to regain compliance with the minimum share price requirement if, on the last trading-day of any calendar month during the cure period, we had (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. As of July 31, 2026, our closing share price was $1.81 and our average closing share price was greater than $1.00 over the 30-day trading period ending July 31, 2026. On August 3, 2026, we received a written notification from the NYSE that we have regained compliance with the minimum share price requirement under Section 802.01C of the NYSE Listed Company Manual as of July 31, 2026. However, there can be no assurances that we will maintain compliance as there may be continued volatility and fluctuations in the market price of our common stock.

In the future, if we are not able to meet the continued listing requirements of the NYSE, our common stock may be delisted. A delisting of our common stock could negatively impact us by, among other things, reducing the liquidity and market price of our common stock; reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; decreasing the amount of our news and analyst coverage; and limiting our ability to issue additional securities or obtain additional financing in the future. In addition, delisting from the NYSE could have an adverse effect on our business, reputation, financial condition, and operating results.