LiveWire Group Inc 2025年度报告

FORM 10-K☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: December31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-41511 LiveWire Group, Inc.(Exact name of registrant as specified in its charter) Delaware 87-4730333 (State or other jurisdiction ofincorporation or organization) (I.R.S. Employer Identification No.) 3700 West Juneau AvenueMilwaukee, Wisconsin 53208 (Address of principal executive office) (Zip Code)(650) 447-8424(Registrant’s Telephone Number, including area code) Securities registered pursuant to Section12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Emerging growth company☒Non-accelerated filer☐Smallerreportingcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectivenessof its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting stock held by non-affiliates on June 30, 2025 of the registrant based on the closing price of$4.60 per share was $105,000,000. Number of shares of the registrant’s common stock outstanding at February18, 2026: 204,341,376 shares Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation14A under the Securities Exchange Act of 1934, relating to the registrant’s Annual Meeting of Stockholders to be held on or aboutMay21, 2026, are incorporated herein by reference for purposes of Items 10, 11, 12, 13 and 14 of Part III of this Annual Report onForm 10-K. The definitive proxy statement will be filed with the Securities and Exchange Commission not later than 120 days afterthe registrant’s fiscal year ended December31, 2025. LiveWire Group, Inc.Annual Report on Form 10-KFor The Year Ended December31, 2025 Part I5Item 1.Business5Item1A.Risk Factors17Item 1B.Unresolved StaffComments56Item 1C.Cybersecurity56Item 2.Properties57Item 3.Legal Proceedings57Item 4.Mine Safety Disclosures57Part II58Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities58Item 6.[Reserved]59Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations59Item 7A.Quantitative and Qualitative Disclosures About Market Risk71Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure112Item 9A.Controls and Procedures112Item 9B.Other Information113Item 9C.Disclosure Regarding Foreign Jurisdictions