8-K
LiveWire Group, Inc. (LVWR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 10, 2026
LiveWire Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41511 | 87-4730333 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> File Number) | (IRS Employer<br>Identification No.) |
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208
(Address of principal executive offices, including zip code)
(650) 447-8424
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | LVWR | New York Stock Exchange |
| Warrants to purchase common stock | LVWR WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On February 10, 2026, LiveWire Group, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fourth quarter and full year results for the financial period ended December 31, 2025. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(a)Not applicable.
(b)Not applicable.
(c)Not applicable.
(d)Exhibits. The following exhibit is being furnished herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of LiveWire Group, Inc. dated February 10, 2026 |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LiveWire Group, Inc. | |
|---|---|
| Date: February 10, 2026 | /s/ Jennifer Hoover |
| Jennifer Hoover | |
| Head Accounting Officer |
2
Document
FOR IMMEDIATE RELEASE
LIVEWIRE GROUP, INC. REPORTS 2025 FOURTH QUARTER AND FULL YEAR FINANCIAL RESULTS
MILWAUKEE (February 10, 2026) – LiveWire Group, Inc. (“LiveWire” or the “Company”) (NYSE: LVWR) today reported fourth quarter and full year 2025 results.
“We saw continued momentum in the fourth quarter ending 2025 in the number one position in U.S. electric motorcycle on-road retail sales1 and delivered another company record-setting quarter. Consolidated revenue units increased year over year with over 22,000 units sold, a 16 percent increase over 2024, coupled with a prime focus on improving gross profit in the fourth quarter of 2025 along with a 44 percent improvement in free cash flow in 2025. We will look to continue this positive momentum into 2026 as we focus on enhancing profitability and launching the S4 Honcho™ products,” said Karim Donnez, CEO, LiveWire.
2025 Highlights and Financial Results
•Reduced net cash used by operating activities by 43% driving a 44% improvement in free cash flow as compared to 2024.
•Increased market share to 70% of retail sales in the U.S. electric motorcycle 50+horsepower on-road EV segment1. Continued expansion into five new markets in Europe, including Poland, Portugal, Finland, Belgium and Luxembourg.
•Continued development of the S4 Honcho™ with production targeted to start in Spring 2026.
•Consolidated operating loss decreased by $34.9 million, or 32%, from 2024 primarily driven by a decrease in consolidated selling, administrative and engineering expense.
•Launched an At-The-Market offering to raise up to $50 million in additional capital through share issuance pursuant to a $100 million shelf registration statement.
Fourth Quarter 2025 Summary of Results
•Electric Motorcycle unit sales increased 61% over fourth quarter 2024, with revenue increasing 10%.
•STACYC unit sales increased 8% over fourth quarter 2024 with revenue increasing 4%.
•Gross profit improvement in the fourth quarter of 2025 driving a decrease in consolidated operating loss of $7.5 million, or 30%, from fourth quarter of 2024.
Total Company Highlights
| in millions* | 4th quarter | Full Year | |||||
|---|---|---|---|---|---|---|---|
| 2025 | |||||||
| Consolidated Revenue Units | 9,367 | 8,586 | 9% | 22,286 | 19,161 | 16% | |
| Consolidated Revenue | 11.4 | 10.8 | 6% | 25.7 | 26.6 | (4%) | |
| Consolidated Operating Loss | (17.7) | (25.2) | 30% | (75.5) | (110.4) | 32% | |
| Net Loss | (17.6) | (22.8) | 23% | (75.1) | (93.9) | 20% | |
| Free Cash Flow** | N/A | N/A | N/A | (57.3) | (101.9) | 44% |
All values are in US Dollars.
*Amounts may not add or recalculate due to rounding.
** Definition of Free Cash Flow and reconciliation to the comparable GAAP metrics is at the end of this release.
The Company’s consolidated net loss was $17.6 million for the fourth quarter 2025 as compared to $22.8 million in the same period prior year driven by the segment results noted below, offset by a decrease of $1.3 million of non-operating income related to the change in fair value of the outstanding warrants as of December 31, 2025 and a decrease of $0.7 million in interest income as compared to prior year.
The Company’s consolidated net loss was $75.1 million for the year ended 2025 as compared to $93.9 million in prior year driven by the segment results noted below, offset by a decrease of $11.1 million of non-operating income related to the change in fair value of the outstanding warrants as of December 31, 2025 and a decrease of $4.5 million in interest income as compared to prior year.
1Source: U.S. EV Street Legal Market Share for December 2025 from Motorcycle Industry Council (MIC).
LiveWire Group, Inc. is comprised of two business segments:
•STACYC – focused on the sale of electric balance bikes for kids, electric bikes, and related products
•Electric Motorcycles – focused on the sale of electric motorcycles and related products
STACYC
| in millions* | 4th quarter | Full Year | |||||
|---|---|---|---|---|---|---|---|
| 2025 | |||||||
| Electric Balance Bike and Electric Bike Units | 8,986 | 8,350 | 8% | 21,633 | 18,549 | 17% | |
| Revenue | 7.5 | 7.3 | 4% | 19.6 | 18.3 | 7% | |
| Operating Income (Loss) | 0.3 | (0.6) | 159% | (1.7) | (4.9) | 66% |
All values are in US Dollars.
*Amounts may not add or recalculate due to rounding.
STACYC revenue increased in the fourth quarter of 2025 compared to 2024 by $0.2 million primarily driven by higher volumes. Operating income in the fourth quarter of 2025 resulted from higher margins on product mix and reduced selling, administrative, and engineering expense compared to the fourth quarter of 2024.
STACYC revenue increased in the full year 2025 compared to 2024 by $1.3 million primarily driven by higher volumes. Operating loss decreased by $3.2 million resulting from higher gross margin primarily due to lower fulfillment costs and reduced selling, administrative, and engineering expense compared to 2024 primarily due to lower marketing spend.
Electric Motorcycles
| in millions* | 4th quarter | Full Year | |||||
|---|---|---|---|---|---|---|---|
| 2025 | |||||||
| Motorcycle Units | 381 | 236 | 61% | 653 | 612 | 7% | |
| Revenue | 3.8 | 3.5 | 10% | 6.1 | 8.4 | (28%) | |
| Operating Loss | (18.1) | (24.7) | 27% | (73.8) | (105.5) | 30% |
All values are in US Dollars.
*Amounts may not add or recalculate due to rounding.
Electric Motorcycles unit sales increased by 61% compared to the prior year same quarter resulting in an increase in revenue of $0.3 million. Operating loss decreased by $6.6 million primarily driven by a $4.4 million decrease in cost of sales primarily due to lower purchases resulting in lower net realizable value adjustments and a $1.9 million reduction in selling, administrative and engineering expense from cost reduction activities, including decreases in people costs and other spending, compared to the same quarter in the prior year.
Electric Motorcycles unit sales increased by 7% for the full year 2025 compared to the prior year. This increase in volume was offset by increased incentives implemented to drive demand in the market, resulting in a decrease in revenue of $2.3 million compared to the prior year. Operating loss decreased by $31.7 million primarily driven by a $25.0 million reduction in selling, administrative and engineering expense from cost reduction activities, including decreases in people costs and other spending, compared to the prior year.
Financial guidance
For the full year 2026, the Company expects:
•LiveWire Group operating loss of $70 to $80 million
Webcast
The public is invited to attend the Harley-Davidson, Inc. audio webcast from 8-9 a.m. CST where LiveWire’s financial results, developments in the business and updates to the Company’s outlook will be shared. The webcast login can be accessed at https://investor.livewire.com/news-events-1/events/default.aspx. The audio replay will be available by approximately 10:00 a.m. CST.
About LiveWire
LiveWire has a dedicated focus on the electric motorcycle sector. LiveWire’s majority shareholder is Harley-Davidson, Inc. LiveWire comes from the lineage of Harley-Davidson and is capitalizing on a decade of its learnings in the EV sector. With a dedicated focus on EV, LiveWire plans to develop the technology of the future and to invest in the capabilities needed to lead the transformation of motorcycling. www.livewire.com
Cautionary Note Regarding Forward-Looking Statements
The Company intends that certain matters discussed in this press release are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “is on track,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “remain committed,” “should,” “target,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described in prior public filings titled “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following: our history of losses and expectation to incur significant expenses and continuing losses for the foreseeable future; Harley-Davidson, Inc. (“H-D”) making decisions for its overall benefit that could negatively impact our overall business; our relationship with H-D and its impact on our other business relationships; our ability to obtain funding for our operations and manage costs; our future capital requirements and sources and uses of cash; our limited operating history, the rollout of our business and the timing of expected business milestones, including our ability to develop and manufacture electric vehicles of sufficient quality and appeal to customers on schedule and on a large scale; our financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans, including our ability to effectively execute the Company’s relocation and streamlined headcount plan within expected costs and time and our ability to realize the expected savings on an ongoing annual basis; our ability to manage and predict the impact of global trade issues and changes in and uncertainties with respect to trade and export regulations, trade policies and sanctions, tariffs, international trade disputes, particularly those relating to China and Taiwan, may have on the Company's ability to sell products domestically and internationally, and the cost of raw materials and components, including tariffs recently imposed or that may be imposed by the U.S. on foreign goods or other tariffs recently imposed or that may be imposed by foreign countries on U.S. goods; retail partners being unwilling to participate in our go-to-market business model or their inability to establish or maintain relationships with customers for our electric vehicles; our ability to attract and retain a large number of customers; challenges we face as a pioneer into the highly-competitive and rapidly evolving electric vehicle industry; our operational and financial risks if we fail to effectively and appropriately separate the LiveWire business from the H-D business; our ability to leverage contract manufacturers, including H-D and Kwang Yang Motor Co., Ltd., a Taiwanese company (“KYMCO”), to contract manufacture our electric vehicles; potential delays in the design, manufacture, financing, regulatory approval, launch and delivery of our electric vehicles; building out our supply chain, including our dependency on our existing suppliers and our ability to source suppliers, in each case many of which are single-sourced or limited-source suppliers, for our critical components such as batteries and semiconductor chips; global trade
issues and changes in and uncertainties with respect to trade and export regulations, trade policies, sanctions, tariffs, international trade disputes, particularly those relating to China or Taiwan, geopolitical events and related actions that may occur between mainland China and Taiwan; our ability to rely on third-party and public charging networks; our ability to attract and retain key personnel; our business, expansion plans and opportunities, including our ability to scale our operations and manage our future growth effectively; the effects on our future business of competition, the pace and depth of electric vehicle adoption generally and our ability to achieve planned competitive advantages with respect to our electric vehicles and products, including with respect to reliability, safety and efficiency; our business and H-D’s business overlapping and being perceived as competitors; our inability to maintain a strong relationship with H-D or to resolve favorably any disputes that may arise between us and H-D; our dependency on H-D for a number of services, including services relating to quality and safety testing. If those service arrangements terminate, it may require significant investment for us to build our own safety and testing facilities, or we may be required to obtain such services from another third-party at increased costs; any decision by us to electrify H-D products, or the products of any other company; our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; potential harm caused by misappropriation of our data and compromises in cybersecurity; changes in laws, regulatory requirements, governmental incentives and fuel and energy prices; the impact of health epidemics on our business, the other risks we face and the actions we may take in response thereto; litigation, regulatory proceedings, complaints, product liability claims and/or adverse publicity; and the possibility that we may be adversely affected by other economic, business and/or competitive factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. Some of these risks and uncertainties may in the future be amplified by new risk factors and uncertainties that may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this press release will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise. You should read this earnings release completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Media Contact: Jenni Coats (414) 343-7902
Financial Contact: Shawn Collins (414) 343-8002
LiveWire Group, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended | Twelve months ended | |||||||
| December 31,<br>2025 | December 31,<br>2024 | December 31,<br>2025 | December 31,<br>2024 | |||||
| Revenue, net | $ | 11,355 | $ | 10,761 | $ | 25,672 | $ | 26,633 |
| Costs and expenses: | ||||||||
| Cost of goods sold | 11,268 | 16,115 | 30,105 | 39,416 | ||||
| Selling, administrative and engineering expense | 17,829 | 19,890 | 71,051 | 97,573 | ||||
| Total operating costs and expenses | 29,097 | 36,005 | 101,156 | 136,989 | ||||
| Operating loss | (17,742) | (25,244) | (75,484) | (110,356) | ||||
| Interest expense, related party | (255) | — | (255) | — | ||||
| Interest income | 164 | 840 | 1,166 | 5,704 | ||||
| Change in fair value of warrant liabilities | 304 | 1,639 | (352) | 10,770 | ||||
| Loss before income taxes | (17,529) | (22,765) | (74,925) | (93,882) | ||||
| Income tax provision | 93 | 17 | 189 | 43 | ||||
| Net loss | $ | (17,622) | $ | (22,782) | $ | (75,114) | $ | (93,925) |
| Net loss per share, basic and diluted | $ | (0.09) | $ | (0.11) | $ | (0.37) | $ | (0.46) |
| Weighted-average shares, basic and diluted | 204,073 | 203,301 | 203,730 | 203,206 |
LiveWire Group, Inc.
Consolidated Balance Sheets
(In thousands)
| (Unaudited) | ||||
|---|---|---|---|---|
| December 31,<br>2025 | December 31,<br>2024 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 82,777 | $ | 64,437 |
| Accounts receivable, net | 3,383 | 3,874 | ||
| Accounts receivable from related party | 585 | 399 | ||
| Inventories, net | 15,255 | 26,942 | ||
| Other current assets | 2,887 | 2,709 | ||
| Total current assets | 104,887 | 98,361 | ||
| Property, plant and equipment, net | 27,556 | 34,012 | ||
| Goodwill | 8,327 | 8,327 | ||
| Deferred tax assets | 6 | 7 | ||
| Lease assets | 823 | 765 | ||
| Intangible assets, net | 804 | 1,058 | ||
| Other long-term assets | 4,008 | 5,430 | ||
| Total assets | $ | 146,411 | $ | 147,960 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 2,299 | $ | 1,738 |
| Accounts payable to related party | 6,716 | 9,762 | ||
| Accrued liabilities | 12,362 | 17,960 | ||
| Current portion of lease liabilities | 496 | 394 | ||
| Current portion of term loan - related party, net | 800 | — | ||
| Total current liabilities | 22,673 | 29,854 | ||
| Long-term portion of lease liabilities | 246 | 405 | ||
| Deferred tax liabilities | 149 | 118 | ||
| Long-term portion of term loan - related party, net | 74,183 | — | ||
| Warrant liabilities | 1,901 | 1,549 | ||
| Other long-term liabilities | 1,231 | 919 | ||
| Total liabilities | 100,383 | 32,845 | ||
| Shareholders' equity: | ||||
| Preferred Stock | — | — | ||
| Common Stock | 20 | 20 | ||
| Treasury Stock | (4,437) | (3,413) | ||
| Additional paid-in-capital | 351,489 | 344,409 | ||
| Accumulated deficit | (301,027) | (225,913) | ||
| Accumulated other comprehensive (loss) income | (17) | 12 | ||
| Total shareholders' equity | 46,028 | 115,115 | ||
| Total liabilities and shareholders' equity | $ | 146,411 | $ | 147,960 |
LiveWire Group, Inc.
Consolidated Statements of Cash Flows
(In thousands)
| (Unaudited) | ||||
|---|---|---|---|---|
| Twelve months ended | ||||
| December 31,<br>2025 | December 31,<br>2024 | |||
| Cash flows from operating activities: | ||||
| Net loss | $ | (75,114) | $ | (93,925) |
| Adjustments to reconcile net loss to net cash used in operating activities | ||||
| Depreciation and amortization | 10,141 | 10,041 | ||
| Change in fair value of warrant liabilities | 352 | (10,770) | ||
| Stock compensation expense | 4,939 | 4,626 | ||
| Provision for doubtful accounts | 124 | 230 | ||
| Deferred income taxes | 32 | 22 | ||
| Inventory write-down | 3,046 | 5,750 | ||
| Cloud computing arrangements development costs | — | (45) | ||
| Interest expense, related party | 255 | — | ||
| Other, net | (75) | (244) | ||
| Changes in current assets and liabilities: | ||||
| Accounts receivable, net | 535 | 192 | ||
| Accounts receivable from related party | (186) | 3,003 | ||
| Inventories | 8,798 | (569) | ||
| Other current assets | 629 | 540 | ||
| Accounts payable and accrued liabilities | (3,978) | (2,101) | ||
| Accounts payable to related party | (3,046) | (10,609) | ||
| Net cash used by operating activities | (53,548) | (93,859) | ||
| Cash flows from investing activities: | ||||
| Capital expenditures | (3,811) | (8,068) | ||
| Net cash used by investing activities | (3,811) | (8,068) | ||
| Cash flows from financing activities: | ||||
| Borrowings under convertible term loan - related party | 75,000 | — | ||
| Gross proceeds from the sale of common stock pursuant to the at-the-market public offering | 2,213 | — | ||
| Payment of offering costs from the at-the-market public offering | (454) | — | ||
| Repurchase of common stock | (1,024) | (1,444) | ||
| Net cash provided (used) by financing activities | 75,735 | (1,444) | ||
| Effect of exchange rate changes on cash and cash equivalents | (36) | (96) | ||
| Net increase (decrease) in cash and cash equivalents | $ | 18,340 | $ | (103,467) |
| Cash and cash equivalents: | ||||
| Cash and cash equivalents—beginning of period | $ | 64,437 | $ | 167,904 |
| Net increase (decrease) in cash and cash equivalents | 18,340 | (103,467) | ||
| Cash and cash equivalents—end of period | $ | 82,777 | $ | 64,437 |
LiveWire Group, Inc.
Free Cash Flow
We use free cash flow, which is a non-GAAP liquidity measure, to supplement our cash used by operating activities as presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe free cash flow is useful in evaluating our liquidity, as it is similar to measures widely used by certain investors, securities analysts and other interested parties as a supplemental measure of performance and liquidity. We also use this measure internally to establish forecasts, budgets and operational goals to manage and monitor our liquidity. This non-GAAP financial measure may not be comparable to other similarly titled measures of other companies, have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our operating results as reported in accordance with GAAP.
We define free cash flow as net cash used by operating activities, excluding cash paid for ongoing costs related to the Company’s At-The-Market (“ATM”) program which results in financing cash inflows, less capital expenditures.
| Twelve months ended | |||
|---|---|---|---|
| December 31, 2025 | |||
| Net cash used by operating activities | (53,548) | ($93,859) | |
| Cash paid for ongoing ATM costs | 86 | — | |
| Less: Capital expenditures | (3,811) | (8,068) | |
| Free cash flow | (57,273) | ($101,927) |
All values are in US Dollars.
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