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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 in two 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.

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 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.

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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 June 30, 2026, the consolidated statements of operations and comprehensive loss and shareholders’ equity for the three and six month periods ended June 30, 2026 and 2025, and cash flows for the six month periods ended June 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 June 30, 2026, the Company had a cash balance of $52.9 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 June 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. The Company paid $800 thousand in the six months ended June 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 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.

Accounting Standards Adopted in 2026

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended to reduce complexity related to estimating expected credit losses for current accounts receivable and current contract asset balances accounted for under Topic 606. The main provisions of ASU 2025-05 provide (i) a practical expedient that allows all entities to assume that conditions as of the balance sheet date will not change for the remaining life of the asset when developing reasonable and supportable forecasts as part of estimating expected credit losses accounted for under Topic 606 and (ii) an accounting policy election available to entities other than public business entities which allows such entities that elect the practical expedient to consider collection activity after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The new guidance is effective for the fiscal years beginning after December 15, 2025. The Company adopted this guidance as of January 1, 2026 on a prospective basis and there was not a material impact to the Company’s consolidated financial statements or disclosures.

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Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which is intended to improve the disclosures about a public business entity's expenses and provide more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of goods sold and selling, administrative and engineering expense). The main provisions of ASU 2024-03 require a public entity at each interim and annual reporting period to (i) disclose the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion included in each relevant expense caption presented on the face of the income statement within continuing operations, (ii) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity's definition of selling expenses. In January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) Clarifying the Effective Date, which is intended to clarify the effective date of ASU No. 2024-03. As clarified in ASU 2025-01, the new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is still evaluating the impact ASU 2024-03 will have on the Company's consolidated financial statement disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which is intended to modernize the accounting for internal-use software costs. The main provisions of ASU 2025-06 remove all references to prescriptive and sequential software development stages and require capitalization of software costs when both (i) management has authorized and committed to funding the software project and (ii) it is probable the project will be completed and the software will be used to perform the function intended (the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, consideration is given to whether there is significant uncertainty associated with the development activities of the software (“significant development uncertainty”). Significant development uncertainty considers whether (i) the software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, that have not been resolved through coding and testing and (ii) a determination has been made regarding what the software needs to do (for example, functions or features), including whether the software’s significant performance requirements have been identified or are being substantially revised. The new guidance is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted at the beginning of an annual reporting period. Entities may apply the guidance using one of three transition approaches: prospective, modified, or retrospective. The prospective approach applies the new guidance to software costs incurred from the adoption date forward. The modified approach also applies prospectively but requires derecognition of certain in-process project costs through a cumulative-effect adjustment to retained earnings. The retrospective approach involves restating prior periods and adjusting retained earnings at the beginning of the first period presented. The Company is still evaluating the impact ASU 2025-06 will have on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve the navigability of the required interim disclosures and clarify when the guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments add to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The Board does not intend to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements, which were determined by prior Boards when the disclosure requirements were initially issued. Rather, the objective of the amendments is to provide clarity on the current interim reporting requirements. The new guidance is effective for the fiscal years beginning after December 15, 2027. Early adoption is permitted in both interim and annual reporting periods. If elected, the amendments in ASU 2025-11 may be applied prospectively or retrospectively. The Company is still evaluating the impact ASU 2025-11 will have on its consolidated financial statements and related disclosures.

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Asset Purchase Agreement with Dust Motorcycles, Inc.

On May 18, 2026 (“Acquisition Date”), LiveWire EV, LLC, a wholly owned subsidiary of the Company (“Purchaser”) and LiveWire Group, Inc. (“Purchaser Parent”) entered into and consummated the transactions contemplated by an Asset Purchase Agreement (“Purchase Agreement”) with Dust Motorcycles, Inc. (“Dust”) and the equity holders of Dust (“Selling Holders”). Pursuant to the Purchase Agreement, the Purchaser acquired substantially all of assets and assumed certain specific liabilities of Dust related to the design, development, manufacture and distribution of electric dirt bikes and related powertrain technology (“Dust Acquisition”). The Company believes the Dust Acquisition will strengthen LiveWire’s strategy to grow beyond on‑road electric motorcycles and addresses the rapidly expanding electric off‑road market. The transaction was accounted for in accordance with ASC 805, Business Combinations, (“ASC 805”). 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 both the three and six months ended June 30, 2026 on the consolidated statements of operations and comprehensive loss.

Consideration transferred

Total consideration transferred includes (i) $375 thousand in cash, (ii) $500 thousand in shares of the Company’s common stock issued in connection with the closing (“Equity consideration”), (iii) three annual installment payments of $875 thousand each payable in shares of the Company’s common stock on each of the first three anniversaries of the closing date (“Deferred consideration”), and (iv) contingent earn-out payments of up to $11.25 million in the aggregate payable in shares of the Company’s common stock, in each case subject to the terms of the Agreement (“Contingent consideration”). In each case, the number of shares of the Company’s common stock to be issued will be determined based on a volume-weighted average per share of the Company’s common stock over the 30 trading days immediately prior to the determination date (“VWAP”). The Equity consideration issued upon closing consisted of 280,264 shares at a $1.78 VWAP.

The following table summarizes the preliminary fair value of the total consideration transferred on the Acquisition Date (in thousands):

Cash			$	375
Equity consideration			500
Deferred consideration			1,649
Contingent consideration			1,107
Total consideration transferred			$	3,631

Deferred consideration

The Company is obligated to issue additional shares of common stock in three annual installment payments. The first installment payment includes a provision that reduces the payment by 44% if two employees of Dust, who became employees of the Company as a result of the Dust Acquisition, terminate employment or voluntarily resign within 12 months of the Acquisition Date. The Company determined that this provision represents a service condition under ASC 805, and, accordingly, 44% of the first installment payment payable in shares was accounted for as compensation and will be recognized as expense over the 12 months requisite service period, while the remaining portion is accounted for as consideration transferred at fair value in Accrued liabilities on the consolidated balance sheets as of the Acquisition Date. During the three and six months ended June 30, 2026, the Company recognized $23 thousand in compensation expense related to the first installment payment on the consolidated statements of operations and comprehensive loss.

The Company is obligated to issue additional shares of common stock in the second and third annual installment payments. These payments are not contingent upon continued employment or post-acquisition services and are accounted for entirely as consideration transferred. The Deferred consideration was measured at fair value on the Acquisition Date, which reflected the net present value of the expected payments using a market participant discount rate incorporating the Company’s credit risk.

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As the Deferred consideration represents an obligation to issue a variable number of shares based on a fixed monetary value, it is recorded as a liability pursuant to the guidance in ASC 480, Distinguishing Liabilities from Equity, (“ASC 480”). The Company recorded a Deferred consideration liability of $1,649 thousand as of the Acquisition Date in Accrued liabilities on the consolidated balance sheets. The Deferred consideration was initially recorded at its acquisition-date fair value and will be subsequently accreted to its contractual settlement amount over the deferral period using the effective interest method, with the accretion recognized in interest expense. For the three and six months ended June 30, 2026, the Company recorded $51 thousand of expense related to the accretion of the Deferred consideration within interest income (expense), net on the consolidated statements of operations and comprehensive loss.

Contingent consideration

As part of the Dust Acquisition, the Company may be required to make contingent payments to the Selling Holders based on post-acquisition performance metrics, specifically 50% of the positive gross margin as defined in the Purchase Agreement generated over a three-year earn-out period. The aggregate Contingent consideration payments are capped at $11.25 million. The Contingent consideration is payable in shares of the Company’s common stock; however, the Purchase Agreement includes a stock issuance limitation that may require settlement in cash if shareholder approval is not obtained. As the Contingent consideration represents an obligation to issue a variable number of shares based on a fixed monetary value, it is recorded as a liability pursuant to the guidance in ASC 480. The Company recorded a Contingent consideration liability of $1,107 thousand as of the Acquisition Date in Accrued liabilities in the consolidated balance sheets representing the estimated fair value of the obligation. The fair value of the contingent consideration was estimated using a Monte Carlo Simulation, which factors in the risks associated with the underlying positive gross margin metric, the payment structure and cap on the payment of $11.25 million, the counterparty credit risk, and the time value of money associated with expected payments occurring over the three-year earn-out period. The Contingent consideration liability is remeasured to fair value at each reporting date, with changes in fair value recognized in earnings. The fair value measurement is based on significant unobservable inputs and therefore is classified within Level 3 of the fair value hierarchy. In each reporting period after the Dust Acquisition, the Company will reassess the value of the Contingent consideration liability and may recognize an increase or decrease in the fair value in its consolidated statements of operations and comprehensive loss after the measurement period. Changes in fair value may result from changes in actual results and projected forecasts. The inputs and assumptions may not be observable in the market, but reflect the assumptions the Company believes would be made by a market participant. There were no changes in the fair value of the Contingent consideration liability at the Acquisition Date through the three-and-six-month periods ended June 30, 2026. As of June 30, 2026, the estimated payment of $1,107 thousand is recorded as a Contingent consideration liability in Other Long-Term Liabilities in the Company’s consolidated balance sheets.

Purchase price allocation

The Company recorded adjustments to the acquired assets and liabilities to reflect their estimated fair values as of the Acquisition Date. In addition, the Company recognized identifiable intangible assets and Deferred consideration and Contingent consideration liabilities as part of the purchase price in accordance with ASC 805.

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The following table summarizes our preliminary purchase price allocation, including resulting goodwill, recorded at the Acquisition Date (in thousands):

Assets acquired:
Inventory			$	56
Property, plant and equipment			291
Identifiable intangible assets
Trade name			500
Developed technologies			2,900
Goodwill			292
Other assets			2
Lease assets			28
Total identifiable assets			$	4,069
Liabilities assumed:
Accounts payable			$	(410)
Lease liabilities			$	(28)
Total liabilities assumed			$	(438)
Net assets acquired			$	3,631

Developed technologies represents acquired technology associated with Dust's electric motorcycle platform and related intellectual property. The trade name intangible asset represents the value of the Dust brand. The developed technologies and trade name intangible assets will be amortized over the estimated useful lives of five years and ten years, respectively.

The valuation of intangible assets was determined using an income approach methodology. The fair values of the developed technologies and trade name intangible assets were estimated utilizing the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the assets. Assumed royalty rates are applied to projected revenue for the remaining useful lives of the assets to estimate the royalty savings. Assumptions used in the determination of the fair value of the developed technology included revenue growth rates, royalty rates, obsolescence factors and discount rates. Assumptions used in the determination of the fair value of the trade name included the revenue growth rates, the royalty rate and discount rate.

Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired and primarily reflects expected synergies, future growth opportunities, and the acquired workforce that do not qualify for separate recognition. There is no goodwill deductible for tax purposes.

The purchase price allocation is preliminary and subject to adjustment as additional information becomes available during the measurement period, which is one year from the Acquisition Date, and may result in changes to the estimated fair values of the assets acquired and liabilities assumed, including, but not limited to, identifiable intangible assets, Contingent consideration, deferred tax assets and liabilities, and certain working capital balances. Any subsequent changes to estimates that do not qualify as measurement period adjustments will be recognized in the consolidated statements of operations and comprehensive loss.

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The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or service to a customer. Revenue is measured based on the consideration that the Company expects to be entitled to in exchange for the goods or services transferred. Taxes that are collected from a customer concurrent with revenue-producing activities are excluded from revenue.

Disaggregated revenue, net by major source was as follows (in thousands):

			Three months ended												Six months ended
			June 30, 2026						June 30, 2025						June 30, 2026						June 30, 2025
Electric Motorcycles
Electric motorcycles			$	3,066					$	627					$	3,933					$	768
Parts, accessories and apparel			580						215						1,120						493
			$	3,646					$	842					$	5,053					$	1,261
STACYC
Electric balance bikes and electric bikes			$	4,097					$	3,619					$	6,831					$	5,298
Parts, accessories and apparel			1,372						1,412						2,346						2,057
			$	5,469					$	5,031					$	9,177					$	7,355
Total Revenue, net			$	9,115					$	5,873					$	14,230					$	8,616

Revenue from the sale of LiveWire One electric motorcycles, electric balance bikes, electric bikes, as well as parts and accessories and apparel are recorded when control is transferred to the customer, generally at the time of shipment to independent dealers and distributors or at the time of delivery to retail customers. In March 2025, STACYC launched an adult pedal assist electric bike (“electric bike”) that can operate with or without a battery. Currently, the electric bike is only sold with batteries and revenue related to both performance obligations is recognized when control is transferred to the customer, as discussed above. S2 electric motorcycles, being motorcycles produced from LiveWire’s S2 platform using the Arrow Architecture model, contain two performance obligations, which is the sale of the electric motorcycle and a stand ready obligation to transfer Firmware Over The Air (“FOTA”) software updates to the electric motorcycle, when-and-if available, to the customer. Revenue on the sale of the S2 electric motorcycles is recorded at a point-in-time when control is transferred to the customer. As the unspecified FOTA software updates to S2 electric motorcycles are provided when-and-if they become available, revenue related to these updates is recognized ratably over the period the updates will be provided, estimated by management to be five years, commencing when control of the electric motorcycle is transferred to the customer. The standalone selling prices of performance obligations are estimated by considering costs to develop and deliver the good or service, third-party pricing of similar goods or services and other information that may be available. The Company allocates the transaction price among the performance obligations in proportion to the standalone selling price of the Company’s performance obligations.

The Company offers sales incentive programs to independent dealers, distributors and retail customers designed to promote the sale of its products. The Company estimates its variable consideration related to its sales incentive programs using the expected value method. The Company accounts for consideration payable as part of its sales incentives as a reduction of revenue, which is accrued at the later of the date the related sale is recorded or the date the incentive program is both approved and communicated. Variable consideration related to sales incentives and rights to return is adjusted at the earliest of when the amount of consideration the Company expects to receive changes, or the consideration becomes fixed. Adjustments for variable consideration for the three and six months ended June 30, 2026 and 2025 were not material.

The Company offers the right to return eligible parts and accessories and apparel, electric balance bikes, electric bikes and, in limited circumstances, on electric motorcycles. The Company estimates returns based on an analysis of historical trends and probability of returns and records revenue on the initial sale only in the amount that it expects to be entitled. The remaining consideration is deferred in a refund liability account. The refund liability is remeasured for changes in the estimate at each reporting date with a corresponding adjustment to revenue. The Company records a refund asset at the carrying amount of the goods at the time of sale, less any expected costs to recover the goods and any expected reduction in value as a reduction to Cost of goods sold. This amount is monitored and adjusted for impairment, as necessary. The refund assets of $219 thousand and $298 thousand were included in Other current assets as of June 30, 2026 and December 31, 2025, respectively, and $247 thousand and $326 thousand of the refund liabilities were included in Accrued liabilities as of June 30, 2026 and December 31, 2025, respectively, in the Company’s consolidated balance sheets.

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Shipping and handling costs associated with freight after control of a product has transferred to a customer are accounted for as fulfillment costs in Cost of goods sold. The Company accrues for the shipping and handling in the same period that the related revenue is recognized.

The Company offers standard, limited warranties on its electric motorcycles, electric balance bikes, electric bikes and parts and accessories. These warranties provide assurance that the product will function as expected and are not separate performance obligations. The Company accounts for estimated warranty costs as a liability when control of the product transfers to the customer.

Contract Liabilities

The Company maintains certain contract liability balances related to payments received at contract inception in advance of the Company’s performance under the contract that generally relates to customer deposits for electric balance bikes, electric bikes and electric motorcycles and consideration received upon transfer of control of the S2 motorcycles for FOTA software updates. Contract liabilities are recognized as revenue once the Company performs under the contract. The current portion of contract liabilities of $367 thousand and $662 thousand were included in Accrued liabilities and the long-term portion of contract liabilities of $388 thousand and $410 thousand were included in Other long-term liabilities in the Company's consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively. The Company expects to recognize $388 thousand included in Other long-term liabilities in the Company’s consolidated balance sheet at June 30, 2026 over the next five years.

The Company’s effective income tax rate was (0.3)% and 0.0% for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, the Company made income tax payments of $165 thousand, including estimated tax prepayments in certain foreign jurisdictions. During the six months ended June 30, 2025, the income tax payments made by the Company were immaterial.

The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share. Basic EPS is computed by dividing net loss available to common shareholders by the weighted-average number of shares of common stock outstanding. Diluted EPS is computed using the weighted-average number of shares of common stock, plus the effect of potentially dilutive securities. The Company applies the treasury method to calculate the dilution impact of share-based awards- restricted stock, performance share units, and warrants. Because the Company has reported a net loss for all periods presented, diluted net loss per share is the same as basic net loss per share as all of the potentially dilutive shares were anti-dilutive in those periods.

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Computation of basic and diluted earnings per share was as follows (in thousands, except per share amounts):

			Three months ended												Six months ended
			June 30, 2026						June 30, 2025						June 30, 2026						June 30, 2025
Net loss			$	(18,213)					$	(18,826)					$	(36,341)					$	(38,097)
Basic weighted-average shares outstanding			205,041						203,589						204,768						203,535
Effect of dilutive securities – warrants			—						—						—						—
Effect of dilutive securities – employee stock compensation awards			—						—						—						—
Diluted weighted-average shares outstanding			205,041						203,589						204,768						203,535
Earnings per share (1):
Basic			$	(0.09)					$	(0.09)					$	(0.18)					$	(0.19)
Diluted			$	(0.09)					$	(0.09)					$	(0.18)					$	(0.19)

(1) Earnings per share amounts are calculated discretely and, therefore, may not add up to the total due to rounding.

Diluted net loss per share is computed by giving effect to all potential shares of common stock, to the extent dilutive, including unvested restricted stock units (“RSUs”) and Warrants (as defined in Note 8, Warrant Liabilities). Potential shares of common stock are excluded from the computation of diluted net loss per share if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the period. For the three and six months ended June 30, 2026, 3,526 thousand employee stock compensation plan awards were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. The Company also excluded 283,427 shares potentially issuable pursuant to the Deferred consideration arrangements associated with the Dust Acquisition and deemed to represent compensation cost as described in Note 3 Acquisition, because inclusion would have been anti-dilutive for the periods presented. For the three and six months ended June 30, 2025, 3,368 thousand employee stock compensation plan awards were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. For the three and six months ended June 30, 2026 and 2025, 30,365 thousand warrants were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive. Additionally, the Company has not included the impact of the Earn-Out Shares, discussed in Note 1, Description of Business and Basis of Presentation, as the triggering events have not occurred, or the impact of the Contingent consideration payable in shares of the Company’s common stock, as discussed in Note 3, Acquisition, as no amount was earned as of June 30, 2026, in the calculation of EPS.

Inventories are valued at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method for electric motorcycles and related products and average costing method for electric balance bikes and electric bikes. Inventories, net consisted of the following (in thousands):

			June 30, 2026						December 31, 2025
Raw materials and work in process			$	1,285					$	49
Electric motorcycles, electric balance bikes and electric bikes			10,787						14,167
Parts and accessories and apparel			1,549						1,039
Inventories, net			$	13,621					$	15,255

Accrued liabilities primarily includes accrued payroll and employee benefits of $2,515 thousand, the current portion of accrued warranty and recalls of $1,640 thousand (as discussed in Note 10, Product Warranty and Recall Campaigns), and accrued engineering costs of $1,724 thousand as of June 30, 2026. Accrued liabilities primarily include accrued payroll and employee benefits of $4,553 thousand, accrued warranty and recalls of $1,449 thousand, and accrued engineering costs of $1,356 thousand as of December 31, 2025.

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Upon consummation of the Business Combination, the Company assumed 30,499,990 Warrants to purchase the Company’s Common Stock, comprised of 19,999,990 public warrants, originally issued by ABIC as part of ABIC’s IPO of units (the “Public Warrants”) and 10,500,000 of outstanding warrants originally issued in a private placement in connection with the IPO of ABIC (the “Private Placement Warrants”, collectively with the Public Warrants, the “Warrants”). The Warrants expire five years from the completion of the Business Combination. There were 19,865,207 Public Warrants outstanding as of June 30, 2026 and December 31, 2025 and 10,500,000 Private Warrants outstanding as of June 30, 2026 and December 31, 2025.

Each Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share. A Warrant holder may exercise its Warrants only for a whole number of shares of Common Stock. This means only a whole Warrant may be exercised at a given time by a Warrant holder. No fractional Warrants were issued upon separation of the units and only whole warrants trade. The Company will receive the proceeds from the exercise of any warrants in cash. The Warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

Public Warrants

Redemption of Warrants when the price per Common Stock share equals or exceeds $18.00: The Company may redeem the outstanding Warrants (except as described with respect to the Private Placement Warrants):

•in whole and not in part;

•at a price of $0.01 per Warrant;

•upon not less than 30 days’ prior written notice of redemption; and

•if, and only if, the reported last sales price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders.

Redemption of Warrants when the price per Common Stock share equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

•in whole and not in part;

•at $0.10 per Warrant upon a minimum 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the agreed table, based on the redemption date and the “fair market value” of Common Stock;

•if, and only if, the closing price of the shares of Common Stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the Warrant holders; and

•if the closing price of the shares of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the Warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Warrants, as described above.

Private Placement Warrants

The Private Placement Warrants have terms and provisions that are similar to those of the Public Warrants, including as to the exercise price, exercisability and exercise period. The Private Placement Warrants will not be redeemable by the Company so long as they are (i) held by the initial purchasers of the Private Placement Warrants or its permitted transferees and (ii) the reference value exceeds $18.00 per share. The initial Private Placement Warrant purchasers, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis if the reference value is between $10.00 and $18.00. If the Private Placement Warrants are held by holders other than AEA-Bridges Impact Sponsor, LLC (the “Sponsor”) or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

During the three and six months ended June 30, 2026 and 2025, there were no redemptions or exercises of the Public or Private Warrants.

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During the three and six months ended June 30, 2026, the Company recognized income of $911 thousand and $1,294 thousand, respectively, as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2025, the Company recognized expense of $905 thousand and zero, respectively, as a change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss. The Company determined the Public Warrants and Private Placement Warrants do not meet the criteria to be classified in stockholders’ equity and the fair value of the warrants should be classified as a liability. The Company’s Warrant liability was $607 thousand and $1,901 thousand as of June 30, 2026 and December 31, 2025, respectively.

The Company assesses the inputs used to measure fair value using a three-tier hierarchy.

•Level 1 inputs include quoted prices for identical instruments and are the most observable.

•Level 2 inputs include quoted prices for similar assets and observable inputs.

•Level 3 inputs are not observable in the market and include the Company’s judgments about the assumptions market participants would use in pricing the asset or liability.

The Company’s assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall, were as follows (in thousands):

			June 30, 2026
			Level 1						Level 2						Level 3						Total
Assets:
Money market funds			$	41,000					$	—					$	—					$	41,000
Liabilities:
Contingent consideration			—						—						1,107						1,107
Public Warrants			397						—						—						397
Private Placement Warrants			—						210						—						210
Share-based awards settled in cash			7						—						—						7
			$	404					$	210					$	1,107					$	1,721
			December 31, 2025
			Level 1						Level 2						Level 3						Total
Assets:
Money market funds			$	72,000					$	—					$	—					$	72,000
Liabilities:
Public Warrants			$	1,244					$	—					$	—					$	1,244
Private Placement Warrants			—						657						—						657
Share-based awards settled in cash			46						—						—						46
			$	1,290					$	657					$	—					$	1,947

There were no significant assets or liabilities on the Company’s consolidated balance sheets measured at fair value on a nonrecurring basis.

Recurring Fair Value Measurements

Money Market Funds

Money market funds include highly liquid investments with an original maturity of three or fewer months and are presented within Cash and cash equivalents in the consolidated balance sheets. They are valued using quoted market prices in active markets and are classified under Level 1 within the fair value hierarchy.

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Warrant Liabilities

The Warrants were accounted for as liabilities in accordance with ASC 815 and are presented within Warrant liabilities in the accompanying consolidated balance sheets. The Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within Change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss.

The Public Warrants are publicly traded under the symbol “LVWR WS” and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. As such, the Public Warrants are classified within Level 1 of the fair value hierarchy. The fair value of the Private Placement Warrants was determined using the closing price of the Public Warrants as the Private Placement Warrants have terms and provisions that are economically similar to those of the Public Warrants. The Private Placement Warrants are classified as Level 2 of the fair value hierarchy due to the use of an observable market quote for a similar asset in an active market.

Share-based awards settled in cash

Share-based awards settled in cash represent grants of share-based awards that will be settled with employees in cash and are presented within Accrued liabilities and Other long-term liabilities in the consolidated balance sheets. They are valued using the market price of the Company’s and Harley-Davidson, Inc.’s stock and are remeasured at each balance sheet date and are classified under Level 1 under the fair value hierarchy.

Contingent consideration

As a result of the Dust Acquisition, as discussed in Note 3, Acquisition, the Company initially recorded the Contingent consideration liability at it’s acquisition-date fair value and the liability will be remeasured to fair value at each reporting date, with changes in fair value recognized in earnings. The fair value of the contingent consideration was estimated using a Monte Carlo Simulation, which factors in the risks associated with the underlying positive gross margin metric, the payment structure and cap on the payment of $11.25 million, the counterparty credit risk, and the time value of money associated with expected payments occurring over the three-year earn-out period. The fair value measurement is based on significant unobservable inputs and therefore is classified within Level 3 of the fair value hierarchy. There were no changes in the fair value of the Contingent consideration liability at the Acquisition Date through the three-and-six-month periods ended June 30, 2026.

Other Fair Value Measurements

The fair value of financial instruments classified as Cash and cash equivalents, Accounts receivable, net, and Accounts payable on the consolidated balance sheets approximate carrying value due to the short-term nature and the relative liquidity of the instruments.

As of June 30, 2026 and December 31, 2025, the carrying value of the Term Loan, including accrued interest, was $76.8 million and $75.0 million, respectively. The estimated fair value of the Term Loan, including accrued interest, was $74.9 million as of June 30, 2026. The carrying value of the Term Loan, including accrued interest, approximated the estimated fair value as of December 31, 2025. The fair market values of the Term Loan were determined using observable inputs, including forward-looking term rate based on SOFR, as well as market-based credit spreads. The estimated fair value of the Term Loan is classified within Level 2 of the fair value hierarchy. See Note 12, Related Party Transactions, for further discussion.

The Company provides a limited warranty on new LiveWire One and S2 electric motorcycles for a period of two years, except for the battery which is covered for five years. The Company also provides limited warranties on parts and accessories, electric balance bikes and electric bikes. The warranty coverage for the retail customer generally begins when the product is sold to the retail customer. The Company accrues future warranty claims at the time of sale by the Company using an estimated cost based primarily on historical Company claim information. In the case of both warranty and recall costs, as actual experience becomes available it is used to update the accruals.

Additionally, the Company may from time-to-time initiate certain voluntary recall campaigns. The Company records estimated recall costs when the liability is both probable and estimable. This generally occurs when the Company’s management approves and commits to a recall. The warranty and recall liability are included in Accrued liabilities and Other long-term liabilities on the consolidated balance sheets.

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Changes in the Company’s warranty and recall liability were as follows (in thousands):

			Three months ended												Six months ended
			June 30, 2026						June 30, 2025						June 30, 2026						June 30, 2025
Balance, beginning of period			$	2,084					$	552					$	2,016					$	881
Warranties issued during the period			614						162						841						273
Settlements made during the period			(462)						(432)						(973)						(717)
Recalls and changes to pre-existing warranty liabilities			34						384						386						229
Balance, end of period			$	2,270					$	666					$	2,270					$	666

The liability for recall campaigns included in the above table was $23 thousand and $29 thousand as of June 30, 2026 and December 31, 2025, respectively.

Contingencies – The Company is subject to claims related to product and other commercial matters. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. Refer to Note 10, Product Warranty and Recall Campaigns, for a discussion of warranty and recall liabilities. The Company had no product liability claims as of June 30, 2026 and December 31, 2025.

Litigation and Other Claims – The Company from time to time may be subject to lawsuits and other claims related to product, commercial, supplier, employee, environmental and other matters in the normal course of business. In determining costs to accrue related to these items, the Company carefully analyzes cases and considers the likelihood of adverse judgments or outcomes, as well as the potential range of possible loss. The Company accrues for matters when losses are both probable and estimable. Any amounts accrued for these matters are monitored on an ongoing basis and are updated based on new developments or new information as it becomes available for each matter. The Company, through H-D, also maintains insurance coverage for product liability exposures. The Company believes that its accruals and insurance coverage are adequate and there are no material exposures to loss in excess of amounts accrued and insured for losses related to these matters.

In December 2024, the Company received an unfavorable arbitration ruling related to the resolution of a claim from a supplier, which was recorded in Accrued liabilities on the consolidated balance sheet as of December 31, 2024. As a result of the ruling, the Company paid $1,802 thousand to the supplier in the six months ended June 30, 2025.

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In connection with the Business Combination, the Company entered into a number of agreements with H-D to govern and provide a framework for the relationship between the parties going forward pursuant to which the Company and/or H-D have continuing obligations to each other. All transactions with H-D subsequent to the Business Combination are considered related party transactions. Agreements that the Company entered into in connection with the separation from H-D that resulted in related party transactions include the Transition Services Agreement (effective through December 31, 2024), the Master Services Agreement (effective through December 31, 2024), the new Master Services Agreement (dated December 23, 2024, effective January 1, 2025), the Contract Manufacturing Agreement, the Joint Development Agreement, and the Tax Matters Agreement. Refer to Note 15, Related Party Transactions, of the consolidated financial statements in the Company’s 2025 Form 10-K for additional details on the agreements entered into with H-D as part of, or subsequent to, the separation from H-D.

Related Party Sales and Purchases in the Ordinary Course of Business

Transactions Associated with Service Agreements with H-D

Cost of goods sold - For the three and six months ended June 30, 2026, there were $4,963 thousand and $7,092 thousand, respectively, and for the three and six months ended June 30, 2025, there were $485 thousand and $1,644 thousand, respectively, of Cost of goods sold with H-D on the consolidated statements of operations and comprehensive loss. Of the Cost of goods sold with H-D, for the three and six months ended June 30, 2026, $4,958 thousand and $7,084 thousand, respectively, and for the three and six months ended June 30, 2025, $471 thousand and $1,621 thousand, respectively, were related to purchases, primarily motorcycles, under the terms of the Contract Manufacturing Agreement. These purchases of electric motorcycles from H-D are sold to the Company’s customers resulting in Cost of goods sold.

Selling, administrative and engineering - During the three and six months ended June 30, 2026, there were $1,154 thousand and $2,307 thousand, respectively, and for the three and six months ended June 30, 2025, there were $1,331 thousand and $2,735 thousand, respectively, in expenses associated with services rendered in conjunction with the various service agreements with H-D, which are presented within Selling, administrative and engineering on the consolidated statements of operations and comprehensive loss.

Accounts payable to related party - As of June 30, 2026 and December 31, 2025, there was $3,364 thousand and $6,716 thousand, respectively, due to H-D and presented as Accounts payable to related party on the consolidated balance sheets. Of the amount outstanding to H-D, as of June 30, 2026 and December 31, 2025, $3,048 thousand and $275 thousand, respectively, was associated with inventory purchased under the Contract Manufacturing Agreement, $316 thousand and $361 thousand, respectively, was associated with services under the various service agreements with H-D. Included in this balance as of December 31, 2025 is $6,080 thousand associated with the obligation to reimburse H-D for excess inventory components held by H-D under the terms of the Contract Manufacturing Agreement. This amount represents the Company’s best estimate of the liability as of December 31, 2025 and is subject to adjustment based on final negotiations with H-D regarding amounts owed under the terms of the Contract Manufacturing Agreement. The final amount negotiated becomes payable upon the issuance of a termination notice of a relevant product line by the Company.

Other long-term liabilities - related party - As of June 30, 2026 and December 31, 2025, there was $6,574 thousand and zero, respectively, in Other long-term liabilities - related parties due to H-D on the consolidated balance sheets. Of the amount outstanding to H-D as of June 30, 2026, $6,080 thousand is associated with the obligation to reimburse H-D for excess inventory components held by H-D under the terms of the Contract Manufacturing Agreement and $494 thousand is additional accrued interest due to H-D as a result of the Amended and Restated Delayed Draw Term Loan Agreement, as discussed below. This obligation to reimburse H-D for excess inventory components represents the Company’s best estimate of the liability as of June 30, 2026 and is subject to adjustment based on final negotiations with H-D regarding amounts owed under the terms of the Contract Manufacturing Agreement. The final amount negotiated becomes payable upon the issuance of a termination notice of a relevant product line by the Company. This amount was included in Other long-term liabilities – related party as of June 30, 2026 based on a change in the expected timing of payment due to H-D under the terms of the Contract Manufacturing Agreement.

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Amended and Restated Delayed Draw Term Loan

On February 14, 2024, the Company entered into a Convertible Delayed Draw Term Loan Agreement 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. The Company did not draw any amounts under the Convertible Term Loan.

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 Delayed Draw 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.

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.

Other Transactions

Sales of electric motorcycles and related products to independent dealers in the U.S. and Canada are primarily financed through Harley Davidson Financial Services (“HDFS”), a wholly owned subsidiary of H-D; therefore, the Company’s accounts receivable related to these sales are recorded in Accounts receivable from related party on the consolidated balance sheets. Amounts financed through HDFS, not yet remitted to the Company by HDFS are generally settled within 30 days. As of June 30, 2026 and December 31, 2025, there is $200 thousand and $564 thousand, respectively, due from HDFS and other related receivables due from H-D, which is presented within Accounts receivable from related party on the consolidated balance sheets.

During the three and six months ended June 30, 2026, the Company recorded $8 thousand and $12 thousand, respectively, in related party sales between the Company and H-D with $5 thousand and $8 thousand, respectively, in Cost of goods sold. During the three and six months ended June 30, 2025, the Company recorded $19 thousand and $31 thousand, respectively, in related party sales between the Company and H-D with $14 thousand and $23 thousand, respectively, in Cost of goods sold. All sales were for the STACYC segment which sells electric balance bikes and electric bikes to H-D. As of June 30, 2026 and December 31, 2025, there was $6 thousand and $21 thousand, respectively, due from H-D, which is presented as Accounts receivable from related party on the consolidated balance sheet.

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On September 26, 2022, the Company entered into a lease agreement with H-D to sublease a Product Development Center. The lease was terminated effective February 28, 2025. On August 28, 2023, the Company amended a lease agreement with H-D for office space to extend the term of the lease to a 12-month period, which expired on September 26, 2024 and was then renewed on a month-to-month basis and terminated effective January 31, 2025. On September 4, 2024, the Company entered into a lease agreement with H-D to sublease office space in California, which expires on October 31, 2027. These are classified as operating leases.

In conjunction with the relocation of LiveWire Labs from California, announced in 2024, the Company moved its equipment from LiveWire Labs to an H-D location in Milwaukee, Wisconsin in September 2024. During the fourth quarter of 2024, the Company began occupying a portion of the space in the H-D location, including operating certain of its equipment, and using a portion for office space. The Company and H-D finalized negotiations and executed a lease agreement related to this space on January 30, 2025. The Company recorded an ROU asset and ROU liability of $488 thousand and $456 thousand, respectively, in the first quarter of 2025, which were reduced for a $500 thousand lease incentive to be provided from H-D for tenant improvements. The initial term of the agreement is 60 months with a renewal option for another 60 months. As of the current date, the Company does not believe it is reasonably certain of exercising the renewal option and, therefore, the lease term is 60 months. This lease was amended effective September 26, 2025 to move the location of the office space and extend the timing of the lease incentive from 2025 to 2026 resulting in an increase to the current lease liability of $203 thousand and a decrease to long-term lease liability of $184 thousand.

These leases are classified as operating leases. As of June 30, 2026, the right of use assets included within Lease assets, short-term lease liabilities included within Current portion of lease liabilities, and long-term lease liabilities included within Long-term portion of lease liabilities in the consolidated balance sheets were $410 thousand, $22 thousand, and $244 thousand, respectively. As of December 31, 2025, the right of use assets included within Lease assets, short-term lease liabilities included within Current portion of lease liabilities, and long-term lease liabilities included within Long-term portion of lease liabilities in the consolidated balance sheets were $437 thousand, $206 thousand, and $131 thousand, respectively. In addition, the Company incurred $55 thousand and $110 thousand in rent expense during the three and six months ended June 30, 2026, respectively, and the Company recorded $54 thousand and $153 thousand during the three and six months ended June 30, 2025, respectively, which is included within Selling, administrative and engineering expense on the consolidated statements of operations and comprehensive loss.

The Company’s reportable segments and significant segment expenses are determined based on how the Company’s Chief Operating Decision Maker (“CODM”) assesses performance and decides how to allocate resources for the Company.

The Company’s Chief Executive Officer is the Company’s CODM. Operating loss is the measure of profit and loss used by the CODM to assess performance and to decide how to allocate resources for each of the Company’s reportable segments.

Operating loss is used to monitor actual results versus planned and prior period results for each segment based on their respective profitability objectives and business models. Operating loss is also used to allocate human and capital resources among the reportable segments. Additionally, operating loss is a key metric used to establish and pay variable compensation to employees at all levels.

The Company operates in two segments: Electric Motorcycles and STACYC. The Company’s reportable segments are strategic business units that offer different products and services and are managed separately based on the fundamental differences in their operations. The Company included the operations of Dust within the Electric Motorcycles segment beginning on the Acquisition Date, as discussed in Note 3, Acquisition.

The Electric Motorcycles segment consists of the business activities related to the design and sales of electric motorcycles. The Electric Motorcycles segment also sells electric motorcycle parts, accessories, and apparel. The Electric Motorcycle segment products are sold at wholesale to a network of independent dealers and at retail through a Company-owned dealership and through online sales.

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The STACYC segment consists of the business activities related to the design and sales of the STACYC brand of electric balance bikes for kids and an adult pedal assist electric bike that was introduced in March 2025. The STACYC segment also sells related parts, accessories, and apparel. STACYC products are sold in the U.S., Canada, Australia, Europe, and other international markets. The STACYC segment products are sold through independent retail partners in the U.S. and Europe, including powersports dealers, H-D dealers, bicycle retailers and direct to customers online. In Canada, Australia and Europe, STACYC sells its products through independent distributors.

The Company’s revenue and significant expenses by segment regularly reviewed by the CODM, and other segment items are as follows (in thousands):

			Three months ended												Six months ended
			June 30, 2026						June 30, 2025						June 30, 2026						June 30, 2025
Electric Motorcycles
Electric motorcycles, parts and accessories and apparel revenue, net			$	3,646					$	842					$	5,053					$	1,261
Cost of goods sold			6,187						2,379						9,506						5,779
Selling, administrative and engineering expense:
People costs (1)			7,079						8,813						14,426						17,696
Other segment items (2)			8,420						7,653						15,862						15,142
Total selling, administrative and engineering expense			15,499						16,466						30,288						32,838
Operating loss			$	(18,040)					$	(18,003)					$	(34,741)					$	(37,356)
STACYC
Electric balance bikes and electric bikes, parts and accessories and apparel revenue, net			5,469						5,031						9,177						7,355
Cost of goods sold			2,974						2,945						5,307						4,456
Selling, administrative and engineering expense:
People costs (1)			833						925						1,622						1,836
Marketing (3)			639						493						1,156						965
Other segment items (4)			997						929						2,037						1,672
Total selling, administrative and engineering expense			2,469						2,347						4,815						4,473
Operating loss			$	26					$	(261)					$	(945)					$	(1,574)
Consolidated operating loss			(18,014)						(18,264)						(35,686)						(38,930)
Interest expense, related party			(1,454)						—						(2,871)						—
Interest income (expense), net			420						333						1,023						837
Change in fair value of warrant liabilities			911						(905)						1,294						—
Loss before income taxes			$	(18,137)					$	(18,836)					$	(36,240)					$	(38,093)

(1)     People expenses include salary and related fringe costs, including payroll tax and health and welfare costs, as well as short-term incentive compensation and long-term incentive compensation in the form of share-based awards.

(2)     Other segment items for Electric Motorcycles include depreciation and amortization, marketing, rent and facilities costs, warranty, supplies and materials, costs paid for services performed by H-D under the TSA and MSA agreements, travel costs, other professional services and miscellaneous expenses. These costs are all included in Selling, administrative and engineering expense.

(3)     Marketing expenses include costs related to digital and print media, social media, website maintenance, consumer experiences, product placement, sponsorships and market research.

(4)     Other segment items for STACYC include depreciation and amortization, rent and facilities costs, warranty, supplies and materials, travel costs, other professional services and miscellaneous expenses. These costs are all included in Selling, administrative and engineering expense.

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Additional segment information is set forth below (in thousands):

			Electric Motorcycles						STACYC						Consolidated
June 30, 2026:
Assets			$	96,380					$	21,563					$	117,943
Goodwill			$	7,960					$	659					$	8,619
December 31, 2025:
Assets			$	124,034					$	22,377					$	146,411
Goodwill			$	7,668					$	659					$	8,327
Three months ended June 30, 2026
Depreciation and amortization			$	2,389					$	77					$	2,466
Stock compensation expense			$	1,243					$	45					$	1,288
Three months ended June 30, 2025
Depreciation and amortization			$	2,515					$	73					$	2,588
Stock compensation expense			$	1,709					$	120					$	1,829
Six months ended June 30, 2026
Depreciation and amortization			$	4,726					$	155					$	4,881
Stock compensation expense			$	2,385					$	125					$	2,510
Capital expenditures			$	1,363					$	171					$	1,534
Six months ended June 30, 2025
Depreciation and amortization			$	5,525					$	148					$	5,673
Stock compensation expense			$	3,217					$	227					$	3,444
Capital expenditures			$	2,043					$	—					$	2,043

Customer Information - For the three and six months ended June 30, 2026 and 2025, no single customer or customer group represented 10% or greater of consolidated revenue, net. As of June 30, 2026 and December 31, 2025, no single customer or customer group represented 10% or greater of our Accounts receivable, net.

Geographic Information – Included in the consolidated financial statements are the following amounts relating to geographic locations (in thousands):

			June 30, 2026						December 31, 2025
Long-lived assets(1):
United States			$	25,478					$	27,556
International			—						—
			$	25,478					$	27,556

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(1)Long-lived assets include all long-term assets except those specifically excluded under ASC Topic 280, Segment Reporting, such as deferred income taxes.

			Three months ended												Six months ended
			June 30, 2026						June 30, 2025						June 30, 2026						June 30, 2025
Revenue, net (1):
United States			$	5,739					$	3,774					$	9,575					$	5,972
Other countries			3,376						2,099						4,655						2,644
Total			$	9,115					$	5,873					$	14,230					$	8,616

(1)Revenue is attributed to geographic regions based on location of customer.

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