SEC Form DEF 14A filed by LiveWire Group Inc.

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 ☐  Preliminary Proxy Statement

 ☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒  Definitive Proxy Statement

 ☐  Definitive Additional Materials

 ☐  Soliciting Material under § 240.14a-12

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April 3, 2025

Dear Stockholders,

2024 was another year of development for LiveWire with further progress made towards the Company’s goal of pioneering the electrification of motorcycling around the world.

The past year has seen milestones for the Company, including two new electric motorcycle models on our S2 platform, as well as increased operations and further brand awareness in new markets across Europe.

On behalf of the Board of Directors, thank you for your continued investment in LiveWire. We are confident in the ability of the LiveWire team to adapt to the evolving environment and to lead in EV technology.

 

Jochen Zeitz

Chairman of the Board

LiveWire Group, Inc.

 

April 3, 2025

Dear Stockholders,

In 2024, LiveWire continued to build its leadership position in the electric motorcycle space by expanding brand awareness and delivering world-class products. The team implemented a strategic plan to drive simplicity throughout the Company and heighten focus on profitability and growth, setting up the Company for long-term success. Our relentless pursuit to elevate riding allows us to continue to create the best experience for our customers.

Our long-term investment in our S2 platform continued to deliver as we launched two new models in 2024, Mulholland and Alpinista. Mulholland, our electric performance cruiser, and Alpinista, our sport standard, join Del Mar on LiveWire’s S2 platform. All models are available in North America and Europe which significantly expands our product offerings in both markets. In November at the International Motorcycle and Accessories Exhibition (EICMA), we announced our plan to launch our first-ever electric maxi-scooter, with the intent of broadening our addressable market, targeting new customers, strengthening our relationship with KYMCO and showcasing our desire to expand our product offerings to meet market demand.

Throughout 2024, our team drove brand awareness through several high-profile events including appearing at Berlin Fashion Week, collaborating with Anti-Social Social Club on a motorcycle for its 10-year anniversary and Del Mar being awarded the best 2024 electric bike by Motor Cycle News (MCN). We also remained focused on growth by increasing our operations in Europe to include Spain and Italy, widening our European operations to seven countries.

While the EV motorcycle market and powersports industry continue to face a challenging environment, we continue to remain hyper-focused on simplifying our operations while positioning ourselves for success in the long-term with our team working diligently to manage expenses and drive reductions in EV motorcycle product costs with an expectation to reduce our cash burn by over 40% in 2025, compared to 2024.

We remain steadfast in our belief that our relentless commitment to developing future technologies and investing in EV capabilities will elevate the motorcycling experience for all riders. On behalf of the LiveWire team, thank you for your shared confidence and support as we continue to build the most desirable electric motorcycle brand in the world.

 

Karim Donnez

Chief Executive Officer

LiveWire Group, Inc.

 

April 3, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of LiveWire Group, Inc., a Delaware corporation (“we,” “us,” “LiveWire,” or the “Company”). The Annual Meeting will be held in a virtual meeting format on Wednesday, May 14, 2025, at 4:30 p.m. (Central Time) for the following purposes:

In addition, we will conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

The record date for the Annual Meeting is March 24, 2025 (the “Record Date”). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof.

The Annual Meeting will be held in a virtual meeting format only, via the internet. Stockholders will be able to attend, vote, and submit questions via the internet. If you plan to participate in the Annual Meeting, please see the Questions and Answers section below for further information.

By Order of the Board of Directors

 

Allen Gerrard

General Counsel & Board Secretary

Milwaukee, Wisconsin

Whether or not you expect to attend the Annual Meeting, please complete, date, sign, and return the proxy card, or vote over the internet or telephone as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still attend the Annual Meeting. Voting your shares promptly will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation.

 

Pursuant to “Notice and Access” rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending an Important Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record. Brokers, banks, and other nominees will be sending a similar Notice to all beneficial owners of stock who hold their shares through such broker, bank, or other nominee. All record and beneficial stockholders can access the proxy materials on the website referred to in the Notice for free or request to receive a printed set of the proxy materials for the Annual Meeting. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We expect that this Proxy Statement and the Notice will be mailed to stockholders on or about April 3, 2025.

If you are a stockholder, you may receive a printed copy of the proxy materials by following the instructions below, which also appear in the Notice. If you want to receive a printed copy of this Proxy Statement, proxy card, and/or the Annual Report on Form 10-K, you may request one, free of charge. Please choose one of the following methods to make your request:

If you request printed materials by email, please send a blank email that includes the control number that appears in your Notice in the email subject line.

Please make the request as instructed above before April 30, 2025, to facilitate timely delivery before the Annual Meeting. After April 30, 2025, you may request printed copies of this Proxy Statement and/or Annual Report on Form 10-K, but not a proxy card, by contacting the Company’s Investor Relations Department directly by: (i) mail at LiveWire Group, Inc., Attention: Investor Relations, 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208; (ii) telephone at 1-650-447-8424; or (iii) email at [email protected].

The Annual Meeting will be held on Wednesday, May 14, 2025, at 4:30 p.m. (Central Time) in a virtual meeting format. You will not be able to attend the Annual Meeting in person. At our virtual Annual Meeting, stockholders will be able to attend, vote, and submit questions via the internet. You will need your 16-digit control number included on the Notice, on the proxy card or in the instructions that accompanied the proxy materials to enter the Annual Meeting. You may log into the virtual meeting platform beginning at 4:15 p.m. (Central Time) on May 14, 2025.

Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in these proxy materials.

Information on how to vote at the Annual Meeting is discussed below.

Verified stockholders as of our Record Date who attend and participate in our virtual Annual Meeting can submit questions via the internet during a designated portion of the Annual Meeting. Stockholders will be limited to no more than two questions per person and a time of two minutes or less.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter difficulties accessing the virtual Annual Meeting during check-in or the meeting, please call the technical support number posted on the virtual meeting platform log-in page.

Only verified stockholders at the close of business on the Record Date of March 24, 2025, will be entitled to vote at the Annual Meeting. On the Record Date, there were 203,566,228 shares of common stock outstanding and entitled to vote.

If, on March 24, 2025, your shares were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the internet as instructed below (see “How do I vote?”) or, if applicable, complete, date, sign, and return the proxy card mailed to you to ensure your vote is counted.

If, on March 24, 2025, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being sent to you by the organization that holds your account. The organization holding your account is considered the stockholder of record for voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other nominee regarding how to vote the shares in your account.

The deadline for submitting your voting instructions to your broker, bank, or other nominee is listed on the notice sent to you. You are also invited to attend the Annual Meeting and should follow the instructions from your broker, bank, or other nominee on how to gain admittance and vote or ask questions.

There are two matters scheduled for a vote:

The Board of Directors of the Company (the “Board”) knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the accompanying proxy will vote the shares for which you grant your proxy on those matters in accordance with their best judgment.

The Board recommends that you vote your shares:

Regarding the election of Directors, you may either vote “For” the nominees or you may “Withhold” your vote for the nominees you specify. For any other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting depend on whether your shares are registered in your name or are held by a broker, bank, or other nominee:

If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy using a proxy card provided by us. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the virtual Annual Meeting and vote even if you have already voted by proxy. Voting at the Annual Meeting will have the effect of revoking your previously submitted proxy (see “Can I change my vote after submitting my proxy?” below).

If you hold your shares through a broker, bank, or other nominee (that is, in street name), you will receive a Notice from your broker, bank, or other nominee that include instructions that you must follow in order to submit your voting instructions and have your shares voted at the Annual Meeting.

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 24, 2025, the Record Date.

If you return a signed and dated proxy card, or otherwise vote, without marking voting selections, your shares will be voted, as applicable, “For” the election of the nine Director nominees and “For” the ratification of KPMG as the Company’s independent registered public accounting firm. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Proxies, ballots and voting tabulations are handled confidentially to protect your voting privacy. This information will not be disclosed, except as required by law.

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways on or before the close of voting for the Annual Meeting:

Your most current proxy card or telephone or internet proxy is the one that is counted, so long as it is provided within the applicable deadline. If your shares are held by your broker, bank, or other nominee, you should follow the instructions provided by your broker, bank, or other nominee to change your vote or to revoke your proxy.

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count votes “For,” votes to “Withhold,” and broker non-votes for the proposal to elect Directors and, with respect to each other proposal, votes “For,” votes “Against,” votes to “Abstain,” and broker non-votes (if applicable). Broadridge Financial Solutions, Inc. has been engaged as our independent inspector of elections to tabulate stockholder votes.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank, or other nominee holding the shares as to how to vote on “non-routine” proposals. If shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank, or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank, or other nominee can still vote the shares with respect to matters that are “routine” under applicable rules but cannot vote the shares with respect to “non-routine” matters. On non-routine proposals, any “uninstructed shares” may not be voted by the broker, bank, or other nominee and are “broker non-votes.” Only the proposal to ratify the appointment of our

independent registered public accounting firm is considered a “routine” matter for this purpose and brokers, banks, or other nominees generally have discretionary voting power with respect to such proposal. Brokers, banks, and other nominees do not have authority to vote on the election of Directors without voting instruction from the beneficial owner. Broker non-votes will be counted to determine if a quorum is present at the Annual Meeting.

The table below summarizes the proposals that will be voted on, the vote required to approve each item, and how votes are counted.

A quorum of stockholders is necessary to hold a valid stockholder meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are represented by virtual presence online or by proxy at the Annual Meeting. On the Record Date, there were 203,566,228 shares outstanding and entitled to vote.

Your shares will be counted toward the quorum only if you submit a valid proxy by mail, over the phone, or through the internet (or one is submitted on your behalf by your broker, bank, or other nominee) or if you vote at the Annual Meeting. Abstentions, votes to “Withhold,” and broker non-votes will be counted toward the quorum requirement.

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting.

The accompanying proxy is solicited on behalf of the Board for use at the Annual Meeting. Accordingly, the Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our Directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees of the Company will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks, and other nominees for the cost of forwarding proxy materials to beneficial owners.

A complete list of stockholders of record on the Record Date will be available during the Annual Meeting by following the instructions on the virtual platform.

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all your shares are voted.

Stockholders wishing to present proposals for inclusion in our proxy statement for the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must submit their proposals so that they are received by us at our principal executive offices no later than December 4, 2025. Proposals should be sent to our Board Secretary at 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208.

With respect to proposals and nominations not to be included in our Proxy Statement pursuant to Rule 14a-8 of the Exchange Act, our Amended and Restated Bylaws (our “Bylaws”) provide that stockholders who wish to nominate a Director or propose other business to be brought before the stockholders at an annual meeting of stockholders must notify our Secretary by a written notice, which notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding year’s annual meeting of stockholders.

Stockholders wishing to present nominations for Director or proposals for consideration at the 2026 Annual Meeting under these provisions of our Bylaws must submit their nominations or proposals so that they are received at our principal executive offices not earlier than January 14, 2026, and not later than February 13, 2026, to be considered. In the event that the 2026 Annual Meeting is to be held on a date that is not within 30 days before or 60 days after the one-year anniversary of the Annual Meeting, then a stockholder’s notice must be received by the Secretary no later than 90 days prior to such annual meeting, or if later, the tenth day following the day on which we make a public announcement of the date of the 2026 Annual Meeting. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of Director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than March 16, 2026.

Nominations or proposals should be sent in writing to our Board Secretary at 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. A stockholder’s notice to nominate a Director or bring any other business before the Annual Meeting or the 2026 Annual Meeting must set forth certain information, which is specified in our Bylaws.

On September 26, 2022, the Company consummated a business combination pursuant to which it spun off from Harley-Davidson, Inc. (“H-D”) and combined with AEA-Bridges Impact Corp. (“ABIC”), a special purpose acquisition company (the “Business Combination”). In connection with the Business Combination, H-D retained a controlling interest in the Company. Following the Business Combination, we are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies but not to “emerging growth companies,” including, but not limited to:

We could be an emerging growth company until the last day of the fiscal year following October 1, 2025, the fifth anniversary of the closing of ABIC’s initial public offering, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1,235,000,000, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would require, among other things, that we have been a public company for at least 12 months and would occur at the end of the fiscal year during which the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Under Section 107(b) of the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Because we have elected to take advantage of certain reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

The Board is presently comprised of nine members and, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, the Board has set the number of Directors that will constitute the Board as of the Annual Meeting at nine. The Directors are elected by the stockholders at each annual meeting to serve from the time of their election until the next annual meeting of stockholders following their election and until their successor is duly elected and qualified. The Director nominees, with terms expiring at the Annual Meeting, consist of Jochen Zeitz, William Cornog, John Garcia, Kjell Gruner, Glen Koval, Paul Krause, Luke Mansfield, Hiromichi Mizuno, and Jonathan Root.

The Nominating and Corporate Governance Committee has recommended, and the Board has approved, the nomination of the nine Director nominees for re-election for one-year terms expiring at the 2026 Annual Meeting and until their respective successors are duly elected and qualified, or, if sooner, until the Director’s death, resignation, disqualification, or removal. Each nominee is currently a Director of the Company.

Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board. We have no reason to believe that any nominee named will be unable to serve if elected.

The names and ages (as of April 3, 2025) of the Director nominees and their length of service with the Company and Board committee memberships are set forth in the table below.

A brief biography of each Director nominee is set forth below, which includes information, as of the Record Date, regarding specific and particular experience, qualifications, attributes, or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to believe that the nominee should serve as a Director on the Board.

 

This section describes key corporate governance guidelines and practices that the Board has adopted in accordance with the corporate governance rules of the New York Stock Exchange (“NYSE”), as applicable, which serve as a flexible framework within which the Board and its committees operate. Complete copies of our Corporate Governance Guidelines, the charters of the Board committees, and our Code of Business Conduct and Ethics, as described in detail below, are available under “Governance Documents” on the Governance & Leadership page of the Investors section of our website at investor.livewire.com/governance-leadership/governance-documents. Alternatively, you can request a copy of any of these documents free of charge by writing to our Board Secretary at 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

We adhere to the rules of the NYSE in determining whether a director is independent. The Board consults with its counsel to ensure that the Board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of Directors. The NYSE listing standards define an “independent director” as a person that, in the opinion of the issuer’s Board of Directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). The Board has determined that William Cornog, John Garcia, Kjell Gruner, and Hiromichi Mizuno are considered our independent Directors.

As described in the “Policies and Procedures for Related Party Transactions” and “Certain Transactions and Relationships” sections of this Proxy Statement, H-D continues to beneficially own more than 50% of our common stock and voting power. As a result, the Company is a “controlled company” within the meaning of the NYSE corporate governance standards. As a “controlled company,” we may elect not to comply with certain NYSE corporate governance requirements, including:

We currently utilize certain of these exemptions. As a result, we do not have a nominating and corporate governance committee or compensation committee that consists entirely of independent Directors and such committees may not be subject to annual performance evaluations. We may also elect to utilize additional exemptions for so long as we remain a “controlled company.” Accordingly, you will not have the same protections afforded to stockholders of companies subject to all NYSE corporate governance requirements.

In the event that we cease to be a controlled company within the meaning of these rules, we will be required to comply with these provisions after specified transition periods, including having at least a majority of independent members on each committee within 90 days of the date of our status change and fully independent committees within one year of the date of our status change.

The Board believes that it is important to retain the flexibility to allocate the responsibilities of the offices of Chairman of the Board and Chief Executive Officer and/or to appoint an Independent Lead Director in any manner that it determines to be in the best interest of the Company and its stockholders at any point in time. The Board reviews its leadership structure periodically as part of its annual self-assessment process and monitors developments in corporate governance. The Company’s Corporate Governance Guidelines provide that at any time when the Board is not led by an independent Director serving as Chairman of the Board, the independent Directors may elect an independent Director to serve as Independent Lead Director.

The Board has determined that separating the roles of Chairman of the Board and Chief Executive Officer will serve the best interests of the Company and its stockholders at the current time. The separation of these roles allows each individual to devote sufficient time to their respective position. The Board believes that the current Board leadership structure provides effective independent oversight of management and streamlines accountability and direction for Company performance because the Board’s independent Directors bring experience, oversight, and expertise from outside of the Company while the rest of the Board continues to bring Company and industry-specific experience, expertise, and leadership.

The Board oversees the risk management activities designed and implemented by our management. The Board does not anticipate having a standing risk management committee, but rather executes its oversight responsibility both directly and through its standing committees. The Board also considers specific risk topics, including risks associated with our strategic initiatives, business plans and capital structure. Our management, including our executive officers, are primarily responsible for managing the risks associated with the operation and business of the Company and provide appropriate updates to the Board and the Audit and Finance Committee. The Board delegates to the Audit and Finance Committee oversight of its risk management process, and our other Board committees also consider risks as they perform their respective committee responsibilities. All Board committees report to the Board as appropriate, including when a matter rises to the level of a material or enterprise risk.

The Board oversees the Company’s business. It establishes overall policies and standards and reviews the performance of management. During 2024, the Board held seven meetings. Each Board member attended 75% or more of the aggregate meetings of the Board and of the committees on which they served that were held during the period for which they were a Director or committee member. The Company’s Directors are encouraged to attend our annual meetings of stockholders, but we do not currently have a policy relating to Director attendance. For the Company’s 2024 Annual Meeting of Stockholders, there were five Directors in attendance.

The independent Directors meet from time to time in executive session without non-independent Directors or management present at certain regularly scheduled Board meetings or more often as determined appropriate by the independent Directors.

The Board has a number of committees that perform certain functions for the Board. The current standing committees of the Board are the Audit and Finance Committee, the Sustainability and Safety Committee, the Conflicts Committee, the Human Resources Committee, and the Nominating and Corporate Governance Committee. The Board has adopted a written charter for each committee, all of which are available under “Governance Documents” on the Governance & Leadership page of the Investors section of our website at investor.livewire.com/governance-leadership/governance-documents. The information contained on our website is not incorporated by reference into this Proxy Statement.

Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

The Audit and Finance Committee is responsible for, among other things:

The Audit and Finance Committee consists of William Cornog, John Garcia, Kjell Gruner, and Hiromichi Mizuno, with William Cornog serving as the committee chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our Audit and Finance Committee be composed entirely of independent members. The Board has affirmatively determined that William Cornog, John Garcia, Kjell Gruner, and Hiromichi Mizuno each meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and the NYSE rules. Each member of our Audit and Finance Committee also meets the financial literacy requirements of NYSE listing standards. In addition, the Board has determined that William Cornog qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. During 2024, the Audit and Finance Committee held six meetings.

The Sustainability and Safety Committee is responsible for, among other things:

The Sustainability and Safety Committee is composed of Kjell Gruner, Glen Koval, Paul Krause, and Hiromichi Mizuno, with Kjell Gruner serving as chair. During 2024, the Sustainability and Safety Committee held four meetings.

The Conflicts Committee is responsible for, among other things, reviewing and approving:

The Conflicts Committee is composed of William Cornog, John Garcia, and Kjell Gruner, with William Cornog serving as chair. The Conflicts Committee is composed entirely of independent Directors that the Board determined meet the independence requirements of the NYSE. During 2024, the Conflicts Committee held one meeting.

The Human Resources Committee is responsible for, among other things:

The Human Resources Committee consists of William Cornog, John Garcia, Paul Krause, and Jonathan Root, with John Garcia serving as chair. John Garcia and William Cornog each qualify as “independent directors” under the NYSE rules. During 2024, the Human Resources Committee held seven meetings.

The Nominating and Corporate Governance Committee is responsible for, among other things:

The Nominating and Corporate Governance Committee consists of William Cornog, Kjell Gruner, Paul Krause, Luke Mansfield, and Jonathan Root, with Paul Krause serving as chair. William Cornog and Kjell Gruner each qualify as “independent directors” under the NYSE rules. During 2024, the Nominating and Corporate Governance Committee held four meetings.

The implementation of the Company’s compensation philosophy is carried out under the supervision of the Human Resources Committee. Members of the Company’s management, in addition to the Human Resources Committee’s independent advisors and the Chairman, may attend portions of the Human Resources Committee meetings for the purpose of providing analysis and information to assist in making recommendations on various compensation matters. However, the Company’s management does not participate in executive sessions of the Human Resources Committee. In fulfilling its responsibilities, the Human Resources Committee has the authority to delegate any or all of its responsibilities to a subcommittee.

The Nominating and Corporate Governance Committee considers persons identified by its members, management, stockholders, investment bankers, and others. The Nominating and Corporate Governance Committee does not have any specific requirements for selecting nominees as a whole but will generally evaluate each individual in the context of the Board as a whole, with the objective of assembling a Board that can best perpetuate the success of the Company and represent stockholder interests through the exercise of sound judgment using its diversity of experience. The Nominating and Corporate Governance Committee may also require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time. The guidelines for selecting nominees, which are specified in the Corporate Governance Guidelines, generally provide the Nominating and Corporate Governance Committee may take into account many factors, including:

The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons.

All Director nominees have been recommended to the Board by the Nominating and Corporate Governance Committee for re-election as Directors at the Annual Meeting, and the Board has approved such recommendations.

Stockholders who wish to recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential Director candidates may submit the names of the recommended individuals, together with appropriate biographical information and background materials as required by the Company’s Bylaws, to the Board Secretary at 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

The Board has a process for stockholders and others to send communications to the Board or any Director. All such communications should be sent by mail addressed to the Board or any particular Director at c/o Board Secretary, LiveWire Group, Inc., 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208. All appropriate communications received by the Company’s Board Secretary will be sent directly to the Board or the Director. The Board also communicates with stockholders and other stakeholders through various media, including the Company’s annual report and SEC filings, proxy statement, news releases, and website.

We have adopted a written code of business conduct and ethics, which applies to all our Directors, officers, and employees, including our principal executive officer, our principal financial officer, our principal accounting officer, and other persons performing similar finance functions. Our Code of Business Conduct and Ethics is available under “Governance Documents” on the Governance & Leadership page of the Investors section of our website at investor.livewire.com/governance-leadership/governance-documents. In addition, we intend to post on our website all disclosures that are required by law or listing rules of the NYSE concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

We have adopted an Insider Trading Policy that applies to all our Directors, officers, and employees of the Company. We believe the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the NYSE listing standards. Under this policy, all our Directors, officers, and employees and their family members are prohibited from purchasing or selling any type of security of a company, including LiveWire, while in possession of material nonpublic information relating to such security, and further prohibits directly or indirectly communicating (or “tipping”) such information to anyone outside of the Company or within the Company other than on a “need-to-know” basis. This policy also imposes certain quarterly trading window restrictions and pre-clearance requirements.

Furthermore, under this policy, all employees, officers, and Directors and their family members are prohibited from engaging in short-sales, transactions in put or call options or other derivative transactions, hedging transactions or other inherently speculative transactions in the Company’s stock or pledging Company stock in any circumstance, including by purchasing Company stock on margin or holding Company stock in a margin account. 

We have adopted a Clawback Policy which applies to all employees, including covered officers of the Company. Covered officers are the Company’s Chief Executive Officer, Chief Financial Officer, Controller, or any employee at a level equivalent to vice president or higher in charge of a principal business unit, division, or function, and any person who performs significant policy-making functions. This policy ensures that in the event of an accounting restatement due to material non-compliance with financial reporting requirements, the Company can recover excessive Incentive-Based Compensation received by certain covered officers as required by the Securities and Exchange Commission.

Our Directors play a critical role in guiding the Company’s strategic direction and in overseeing the Company’s management. The many responsibilities and risks and the substantial time commitment of being a Director require the Company to provide adequate compensation commensurate with the Directors’ workload and opportunity costs. During 2024, Directors who were not employees of the Company or H-D received annual cash retainers and a restricted stock unit award, as well an option to receive the cash retainers in the form of fully vested stock units, as set forth below in respect of their service on the Board during 2024. Directors who are employees of the Company or H-D do not receive any additional compensation for their service on the Board.

Cash Compensation. The following table is a summary of the annual cash retainers for the non-employee Directors. In 2024, non-employee Directors received retainer fees based on their roles on the Board and the time period during which they served. The retainer fees are paid promptly following the Annual Meeting for service for the ensuing year and are subject to adjustment or recoupment by the Company if a non-employee Director leaves the Board or changes a committee position. Those amounts are disclosed below.

Equity Compensation. Non-employee Directors receive an annual restricted stock unit award on the date following the annual meeting of stockholders, with a grant date fair value of $125,000, which vests on the earlier of the next annual meeting of stockholders or the anniversary of the grant date, subject to the Director’s continued service through such date. Directors may elect to defer settlement of the vested restricted stock units until the Director ceases serving on the Board. All units are settled in shares of the Company’s common stock. Non-employee Directors may also elect to receive their annual cash retainers in the form of fully vested shares of the Company’s common stock or restricted stock units that settle after the Director ceases serving on the Board.

Other Benefits. Non-employee Directors are also eligible to receive an annual clothing allowance of $500 to purchase the Company’s apparel and accessories, use of a Company motorcycle to further Company business objectives and the same discount on Company products that is provided to all Company employees.

The following table sets forth information for the year ended December 31, 2024, regarding the compensation awarded to, earned by or paid to the non-employee Directors who served on the Board during 2024. Mr. Zeitz, the President and Chief Executive Officer of H-D and Chairman of the Board, Mr. Koval, the Senior Vice President of Global Motorcycle Development of H-D, Mr. Krause, the Chief Legal

Officer, Chief Compliance Officer, and Corporate Secretary of H-D, Mr. Mansfield, the Chief Commercial Officer of H-D, and Mr. Root, the Chief Financial Officer and President Commercial of H-D, do not receive additional compensation for their service as a Director, and therefore, are not included in the Director Compensation table below.

For 2025, the non-employee Director compensation program remains the same as 2024 and includes the same annual cash retainers described above.

In February 2023, the Board approved stock ownership guidelines for each Director who is not an employee of the Company or H-D. Under the guidelines, the non-employee Directors have five years from his or her election to the Board or February 13, 2023, the date the Human Resources Committee approved the stock ownership guidelines, whichever is longer, to accumulate the minimum ownership requirements of five times the retainer fee. Restricted stock, restricted stock units, shares held in 401(k) accounts, deferred stock units, and shares of common stock directly held by the Director count toward satisfying the guidelines.

On February 26, 2025, upon the completion of a comprehensive selection process, the Audit and Finance Committee approved (1) the dismissal of Ernst & Young LLP (“Ernst & Young”) as the Company's independent registered public accounting firm, effective immediately, and (2) the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Representatives of both Ernst & Young and KPMG plan to attend the Annual Meeting and will be available to answer appropriate questions from stockholders. They will have the opportunity to make a statement if they desire to do so.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of KPMG as the Company’s independent registered public accounting firm. However, the Board is submitting the selection of KPMG to the stockholders for ratification as a matter of good corporate governance practice. If the stockholders fail to ratify the selection, the Audit and Finance Committee will reconsider whether to retain KPMG. Even if the selection is ratified, the Audit and Finance Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit and Finance Committee determines that such a change would be in the best interest of the Company and its stockholders.

The following is a summary of the fees and services provided by Ernst & Young to the Company for the fiscal year ended December 31, 2024 and 2023:

As set forth in the Audit and Finance Committee Charter, the Audit and Finance Committee pre-approves the scope of the audit, audit-related, and tax services provided by the independent registered public accounting firm, as well as all associated fees and terms, pursuant to pre-approval policies and procedures established by the Audit and Finance Committee. The Audit and Finance Committee evaluates the independent registered public accounting firm’s qualifications, performance, and independence, and presents its conclusions to the full Board at least on an annual basis.

All the services provided by Ernst & Young during 2024, and fees for such services, were pre-approved by the Audit and Finance Committee in accordance with these standards.

As described above, on February 26, 2025, the Audit and Finance Committee approved the dismissal of Ernst & Young as the Company’s independent registered public accounting firm, effective immediately. The Company informed Ernst & Young of their dismissal on February 27, 2025.

The reports of Ernst & Young on the Company’s consolidated financial statements for each of the two fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In the fiscal years ended December 31, 2024 and 2023 and in the subsequent interim period through February 27, 2025, there were no (a) “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Ernst & Young on any matters of accounting principle or practice, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the subject matter of the disagreement in their report on the consolidated financial statements for such years, or (b) “reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K.

As discussed above, on February 26, 2025, the Audit and Finance Committee approved the appointment of KPMG as the Company’s effective independent registered public accounting firm for the fiscal year ending December 31, 2025.

During the fiscal years ended December 31, 2024 and 2023 and in the subsequent interim period through February 27, 2025, neither the Company nor anyone on its behalf consulted with KPMG with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

The Audit and Finance Committee reviews the Company’s financial reporting process on behalf of the Board. The Company’s management has the primary responsibility for the preparation and integrity of the consolidated financial statements and the reporting process, including establishing and monitoring the system of internal financial controls. In this context, the Audit and Finance Committee met and held discussions with management and Ernst & Young, the Company’s independent registered public accounting firm, for the fiscal year ended December 31, 2024. The Company’s management has represented to the Audit and Finance Committee that the Company’s consolidated financial statements for the fiscal year ended December 31, 2024, were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit and Finance Committee has reviewed and discussed the audited financial statements of the Company with management of the Company and Ernst & Young.

In addition, the Audit and Finance Committee has reviewed and discussed with Ernst & Young: (i) the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and (ii) the written disclosures and the letter received from Ernst & Young required by applicable requirements of PCAOB regarding Ernst & Young’s communications with the Audit and Finance Committee concerning independence and the independence of Ernst & Young from the Company and its management.

Based on the review and discussion referred to above, the Audit and Finance Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.

Respectfully submitted by the members of the Audit and Finance Committee of the Board of Directors:

William Cornog, Chair

John Garcia

Kjell Gruner

Hiromichi Mizuno

Except as otherwise noted, the following table sets forth certain information known to the Company regarding beneficial ownership of the Company’s common stock as of March 24, 2025, by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

The beneficial ownership of our common stock is based on 203,566,228 shares of common stock issued and outstanding on March 24, 2025.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. To our knowledge, no shares of our common stock beneficially owned by any executive officer or Director have been pledged as security.

This section describes the material components of the Company’s executive compensation program for the executive officers who are named in the “Summary Compensation Table” below. In 2024, our named executive officers (“NEOs”) and their positions were as follows:

As an “emerging growth company” within the meaning of the JOBS Act, we have opted to comply with the reduced executive compensation disclosure requirements available to emerging growth companies pursuant to the JOBS Act, which require compensation disclosure for each person who served as our principal executive officer in 2024, the two most highly compensated executive officers other than our principal executive officer for 2024, plus up to two additional people who would have been the two most highly compensated executive officers other than our principal executive officer but for the fact that they were no longer serving as executive officers on December 31, 2024.

Below is a summary of the actions taken with respect to the key elements of NEO compensation in 2024:

The following table discloses compensation paid to our NEOs in 2022, 2023 and 2024, as applicable.

Each of our NEOs received a base salary to compensate them for services rendered to the Company. The base salary payable to each of these NEOs is intended to provide a fixed component of compensation reflecting the NEO’s skill set, experience, role, responsibilities and market data. Base salaries for our NEOs for 2024 are set forth below. The actual base salaries earned by our NEOs for services to the Company in 2024 are set forth in the “Salary” column of the “Summary Compensation Table” above.

In February 2024, based upon input from the independent compensation consultant to the Human Resources Committee, Meridian Compensation Partners LLC, the Human Resources Committee approved the LiveWire Short-Term Incentive Plan (“STIP”), in which all our NEOs were eligible to participate. Under the STIP, annual cash incentives were targeted at a percentage of base salary and earned based upon metrics tied to Company performance. For all NEOs, other than Mr. Ragland, the incentive metrics were LiveWire unit sales and LiveWire cash burn, each weighted equally. For Mr. Ragland, 25% of his incentive opportunity was tied to the same metrics as for the other NEOs and the other 75% of his incentive opportunity was based on STACYC unit sales and selling, general and administrative expense for the Company’s STACYC business, each weighted equally. LiveWire unit sales include sales of the Company’s LiveWire ONE, Mulholland and Del Mar motorcycles. STACYC unit sales include sales of the Company’s STACYC electric balance bikes.

The Human Resources Committee selected the foregoing metrics to drive the Company’s focus on growth, while managing cash and expenses. The STIP metrics tied to unit sales were aligned to the Company’s publicly provided guidance of unit sales. The STIP program permits the Human Resources Committee to exercise discretion to adjust results for unforeseen events; however, no discretion was applied in approving actual results and results for 2024.

The annual target incentive opportunities (expressed as a percentage of base salary) under the 2024 Short-Term Incentive Plan for our NEOs and the actual amounts paid to our NEOs based on their respective performance results are set forth below:

On February 19, 2024, all NEOs were granted restricted stock units, all of which vest as to one-third of the restricted stock units on each of the first three anniversaries of the grant date, subject to continued employment with the Company through such dates. The restricted stock units granted to Mr. Morrissey and Mr. Strader were forfeited when their employment terminated.

All NEOs participated in the LiveWire qualified section 401(k) savings plan in 2024. We believe this plan is competitive with plans of other similar companies.

In 2024, the NEOs participated in health and welfare plans including:

For the NEOs, the health and welfare plans were maintained by LiveWire.

During 2024, the Company did not provide any perquisites to the NEOs.

During 2024, the Company did not make gross-up payments to cover the NEOs’ personal income taxes pertaining to any of the compensation or perquisites paid or provided by the Company.

The following section addresses the key elements of the compensation arrangements with each of our NEOs, including the key terms of any letter agreements or employment agreements between the NEO and the Company. Ms. Maraj does not have an individual compensatory agreements with the Company, and Messrs. Ragland and Strader did not have individual compensatory agreements either.

On May 16, 2023, the Company entered into a letter agreement with Mr. Donnez (the “Donnez Agreement”) appointing him as Chief Executive Officer of the Company. Under the Donnez Agreement, pursuant to his offer, and subject to review of the Human Resource Committee, Mr. Donnez is entitled to receive an annual base salary, a target annual cash incentive of 100% of base salary in 2024, a target long-term equity incentive of 300% of base salary. In connection with his hire, Mr. Donnez received an initial grant of restricted stock units, valued at $3,000,000, which vest in three equal installments on each of the first, second and third anniversaries of the grant date, so long as Mr. Donnez remains employed by the Company, subject to certain accelerated vesting provisions in the award agreement.

Prior to the Business Combination, H-D was party to employment arrangement with Mr. Morrissey. On February 27, 2021, H-D entered into a letter agreement with Mr. Morrissey (the “Morrissey Agreement”) pursuant to which Mr. Morrissey was appointed as Chief Electric Vehicle Officer of H-D. Under the Morrissey Agreement, Mr. Morrissey was entitled to an annual base salary, eligibility to participate in H-D’s short-term and long-term incentive plans with annual grants targeted at 90% and 120% of his base salary, respectively, eligibility to receive a performance bonus of up to $500,000 based on the achievement of certain performance goals determined by H-D and Mr. Morrissey, and eligibility to participate in H-D’s employee benefit plans. The Morrissey Agreement required

Mr. Morrissey to acquire and hold H-D stock with a value equal to 300% of his annual base salary within five years after commencing employment with H-D. The Morrissey Agreement provided for participation in H-D’s Executive Severance Plan but did not provide for enhanced payments or benefits in connection with a change in control.

In addition, pursuant to the Morrissey Agreement, for the year in which external investor funding was secured for us, Mr. Morrissey was eligible to receive a cash incentive bonus of up to $1 million based on our success in securing external investor funding (the “Funding Payment”). If we secured any external investor funding, then his minimum Funding Payment would equal $250,000. If external funding that valued our company between $1 billion and $4 billion was secured, then Mr. Morrissey’s Funding Payment would be prorated between $250,000 and $1 million. The amount of the Funding Payment was determined to equal $443,000 and was paid to Mr. Morrissey following the closing of the Business Combination in 2022. In connection with Mr. Morrissey’s departure from the Company on May 10, 2024, the Morrissey Agreement was terminated. See “Executive Severance Plan” below for additional details on the benefits that Mr. Morrissey received in connection with his departure from the Company.

Each of the NEOs is eligible to participate in the Company’s Executive Severance Plan. The Executive Severance Plan provides that, upon termination of the applicable NEO’s employment (other than for cause or due to death or disability), the Company will pay such NEO severance consisting of (i) a lump sum payment equal to 12 months’ base salary for the CEO and President and a lump sum payment equal to 6 months’ base salary for all other NEOs, (ii) a prorated short-term incentive plan payment for the year of termination (based on actual performance, calculated pursuant to the Executive Severance Plan), (iii) a lump sum payment equal to 12 months of certain employee benefits, such as medical, dental and vision benefits for the CEO and President and a lump sum payment equal to 6 months of certain employee benefits, such as medical, dental, and vision benefits for all other NEOs, and (iv) a lump sum cash payment of $10,000 for use in securing outplacement services. The receipt of such severance is conditioned upon the applicable NEO’s agreement to certain restrictive covenants as permitted under applicable law, including a confidentiality agreement, an agreement regarding non-solicitation of other employees, a non-compete agreement, a non-disparagement agreement and execution of a general release of claims in favor of LiveWire. We agreed that Mr. Ragland would be entitled to maintain the severance benefits that he was entitled to as President of STACYC prior to transitioning to his current position as the Company‘s Head of Product Development and Design, which includes 12 months of base salary and certain employee benefits, such as medical, dental, and vision benefits (instead of 6 months), in addition to the other severance benefits pursuant to the Company’s Executive Severance Plan.

The Company’s Executive Severance Plan provides that, to the extent payments under such plan would be considered “excess parachute payments” as defined in Section 280G of the Internal Revenue Code, such payments will be reduced to a point at which they are no longer considered excess parachute payments (solely if the after-tax value of such payments to the NEO, had such reduction not been applied, would be 110% or less of the after-tax value of the reduced payments).

We entered into separation agreements with Mr. Morrissey and Mr. Strader in connection with the elimination of their positions, pursuant to which they received severance benefits. Mr. Morrissey received severance benefits commensurate with the H-D severance program that he was entitled to prior to transitioning his employment to the Company, which included 24 months of base salary and certain employee benefits, such as medical, dental, and visions benefits (instead of 12 months), and the other severance benefits pursuant to the Company’s Executive Severance Plan. Mr. Strader received severance benefits pursuant to the Company’s Executive Severance Plan, as well as an additional amount equal the value of RSUs he would have received pursuant to the retirement eligibility provisions of the H-D equity compensation program.

The following table presents information regarding outstanding equity awards held as of December 31, 2024 by our NEOs. All equity awards held by Mr. Morrissey and Mr. Strader were forfeited in connection with the termination of their employment during 2024, such that none were outstanding at December 31, 2024.

The following table provides certain information with respect to all the Company’s equity compensation plans as of December 31, 2024:

Section 16(a) of the Exchange Act requires our Directors, executive officers, and persons who own more than ten percent of a registered class of our equity securities to file with us, the SEC, and the NYSE initial reports of ownership and reports of changes in ownership of any of the Company’s equity securities. Based on a review of the copies of such forms furnished to the Company and the company’s officers’ and Directors’ written representations, the Company believes that all required Section 16 reports were filed on a timely basis, except one Form 4 for Dr. Gruner reporting the sale of Company shares on May 21, 2024 was filed one day late due to the Company’s administrative error.

The Board has adopted a Related Person Transactions Policy that sets forth the Company’s policies and procedures regarding the identification, review, consideration, and oversight of “related person transactions.” For purposes of this policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.

Transactions involving compensation for services provided to us as an employee, consultant, or Director will not be considered related person transactions under this policy. A related person is any executive officer, Director, or Director nominee to become a Director or a holder of more than 5% of any class of our voting securities (including common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons. Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to the Audit and Finance Committee (or, where review by the Audit and Finance Committee would be inappropriate, to another independent body of the Board) for review. To identify related person transactions in advance, we will rely on information supplied by our executive officers, Directors and certain significant stockholders. In considering related person transactions, our Audit and Finance Committee takes into account the relevant available facts and circumstances, which may include, but are not limited to: (i) the risks, costs, and benefits to us; (ii) the impact on a Director’s independence in the event the related person is a Director, immediate family member of a Director or an entity with which a Director is affiliated; (iii) the terms of the transaction; (iv) the availability of other sources for comparable services or products; and (v) the terms available to or from, as the case may be, unrelated third parties.

The Audit and Finance Committee will approve only those transactions that it determines are fair to us and in our best interests.

The following is a description of transactions to which we were a party since January 1, 2024, in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, Directors, or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Throughout this section, unless otherwise noted, “Legacy LiveWire,” “Company,” “we,” “us,” “our” and similar terms refer to LiveWire EV, LLC and its subsidiaries prior to the consummation of the Business Combination.

On September 26, 2022, LiveWire entered into the Registration Rights Agreement, with Legacy LiveWire, the Sponsor, Legacy LiveWire Equityholder, John Garcia, John Replogle and George Serafeim (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, Legacy LiveWire, the Sponsor, Legacy LiveWire Equityholder, John Garcia, John Replogle and George Serafeim are entitled to certain piggyback registration rights and customary demand registration rights.

The Registration Rights Agreement provides that, as soon as practicable, and in any event within 30 calendar days after September 26, 2022, LiveWire will use commercially reasonable efforts to file with the SEC a shelf registration statement. LiveWire will use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty calendar days after the filing thereof (or ninety calendar days after the filing thereof if the SEC notifies LiveWire that it will “review” the registration statement) and (ii) five business days after the date LiveWire is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review; and LiveWire will not be subject to any form of monetary penalty for its failure to do so.

The Registration Rights Agreement also provides for certain lock-up restrictions on the shares of common stock and any other equity securities convertible into or exercisable or exchangeable for shares of common stock (including any Private Placement Warrants) held by the Sponsor, Legacy LiveWire Equityholder, Dr. Garcia, Mr. Replogle and Mr. Serafeim (the “Lock-up Shares”). Pursuant to the Registration Rights Agreement, Legacy LiveWire Equityholder (together with its respective successors and any permitted transferees) agreed to be subject to a seven year lock-up from September 26, 2022 (the “Closing Date”). Such lock-up restrictions for Legacy LiveWire Equityholder are subject to certain customary exceptions, and an early-release provision if the volume-weighted average of the shares of common stock is greater than or equal to $18.00 for any 20 trading days within a 30-trading day period; however, such early release provision commences at least 18 months after the Closing Date and any sales pursuant to such early release provision is subject to the review of the Conflicts Committee. In addition, the Lock-up Shares held by Legacy LiveWire Equityholder are subject to early release when written notice of termination is given by LiveWire (or its permitted assigns or successor), pursuant to Section 13.3 of the Contract Manufacturing Agreement.

On September 26, 2022, we entered into a Separation Agreement with H-D (the “Separation Agreement”).

The Separation Agreement sets forth our agreements with H-D regarding the Separation.

Transfer of Assets and Assumption of Liabilities. The Separation Agreement identifies the assets to be transferred, liabilities to be retained or assumed (as applicable) and contracts to be assigned or retained (as applicable) to each of Legacy LiveWire and H-D (and its applicable subsidiaries) as part of the Separation. The Separation Agreement provides for when and how such transfers, assumptions, and assignments will occur (to the extent that such transfers, assumptions and assignments have not already occurred prior to the parties’ entry into the Separation Agreement).

The Separation Agreement further sets forth the basis on which specified assets or liabilities (or any part thereof), the transfer of which is subject to a third-party consent, approval, permission or waiver, which has not been obtained by the date on which implementation of the Separation occurs in the relevant jurisdiction, will continue to be held by the relevant transferor for the account, risk and economic benefit of, and at the cost of, the relevant transferee.

Intercompany Arrangements. All agreements, arrangements, commitments, and understandings, including most intercompany accounts, between us, on the one hand, and H-D or any of its subsidiaries, on the other hand, terminate effective as of the completion of the Separation, except specified agreements and arrangements that are intended to survive completion of the Separation that are either transactional in nature or at arms’-length terms.

Representations and Warranties. Except as expressly set forth in the Separation Agreement or any ancillary agreement, neither we nor H-D make any representation or warranty as to the assets, business or liabilities transferred or assumed as part of the Separation, or as to the legal sufficiency of any assignment, document or instrument delivered to convey title to any asset or thing of value transferred in connection with the Separation. Except as expressly set forth in the Separation Agreement and certain other ancillary agreements, all assets are transferred on an “as is,” “where is” basis.

Indemnification. We and H-D each agree to indemnify the other and each of the other’s shareholders, stockholders, Directors, partners, managers, managing members, officers, agents or employees for losses incurred that arise out of or result from (i) liabilities of us or H-D, as applicable, resulting, directly or indirectly, from liabilities assumed or retained (as applicable) by the other party; and (ii) liabilities of us or H-D, as applicable, resulting, directly or indirectly, from the operations of the Legacy LiveWire business or the H-D business, as applicable, from and after the effective time of the Separation.

Release of Claims. We and H-D each agree to release the other and its affiliates, successors and assigns, and all persons that, prior to completion of the Separation, have been the other’s shareholders, stockholders, Directors, officers, agents or employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arise out of or relate to our and H-D’s respective businesses, provided that such release will not be effective with respect to (i) any liability provided in or resulting from certain existing agreements between us and H-D to the extent such liability is specified as not to terminate as of the effective time of the Separation; (ii) any liability provided in or resulting from any of the ancillary agreements or any contract or understanding entered into after the effective time of the Separation between us and H-D and our and their respective affiliates; (iii) any liability assumed, transferred, assigned or allocated to us and our affiliates or H-D and its affiliates in accordance with the Separation Agreement; or (iv) any liability that we or H-D have with respect to indemnification or contribution pursuant to the Separation Agreement or otherwise for claims brought against us or H-D by third parties that are governed by terms of the Separation Agreement.

Mutual non-solicitation undertaking. Subject to certain customary exceptions, each of us and H-D agree to a three-year mutual non-solicitation undertaking regarding the other party’s employees.

Other matters governed by the Separation Agreement. Other matters governed by the Separation Agreement include, without limitation, shared contracts and permits, termination, assignment, insurance arrangements, guarantees and letters of credit, confidentiality, mutual assistance, and information sharing and retention after completion of the Separation, and transfer of and post- Separation access to certain books and records.

On September 26, 2022, we entered into a Transition Services Agreement with H-D (the “Transition Services Agreement”) pursuant to which H-D provided to us various services and support on a transitional basis to allow LiveWire to develop the capability to support ourselves or to engage a third-party provider to provide those services and support. The charges for the services were on a cost-plus basis (with a mark-up to reflect the management and administrative cost of providing the services). The services generally commenced on the date of the Separation and were intended to terminate between six and twelve months of the date of the Separation, with the option to extend or convert the services to longer term under the Old Master Services Agreement. All services under the Transition Services Agreement have either terminated or have been included in the New Master Services Agreement.

Each party is liable to the other party for any third-party claim or cause of action arising from the indemnifying party’s fraud, gross negligence, or willful misconduct in connection with the Transition Services Agreement. H-D’s maximum liability to us under the Transition Services Agreement is $2,000,000.

On September 26, 2022, we entered into a Master Services Agreement with H-D (the “Old Master Services Agreement”) in connection with the Separation, pursuant to which H-D provides us with certain services that we did not yet have the capability to perform for ourselves, including services related to testing and development, product regulatory support, color materials, finishes, paint and graphics, technical publication, application support and maintenance, service desk support, warehousing support, safety investigation, and marketing vehicle and fleet center, as we may request from time to time.

On December 23, 2024, we entered into a new Master Services Agreement (the “New Master Services Agreement”) with H-D. The New Master Services Agreement became effective on January 1, 2025, and terminated the Old Master Services Agreement. Pursuant to the New Master Services Agreement, H-D will continue to provide LiveWire with certain services that LiveWire determined would be better outsourced at this time, including services that support testing and development, product regulatory support, color materials, finishes, paint and graphics, technical publication, application support and maintenance, service desk support, warehousing support, and other corporate support services. The New Master Services Agreement incorporates a subset of support services previously provided under the now expired Transition Services Agreement including services where LiveWire utilizes H-D’s subject matter experts for targeted guidance or allow LiveWire to leverage H-D’s systems or equipment for cost savings purposes. The New Master Services Agreement contemplates that each of the services shall be provided to LiveWire as detailed under the terms of the New Master Services Agreement and the exhibit thereto or as set forth in a separate, mutually agreed upon letter agreement. The New Master Services Agreement also provides that any service or project not contemplated by the New Master Services Agreement will be set forth in a separate, mutually agreed upon side letter or letter agreement, and any fee for such service or project will be separate than the fee provided for in the New Master Services Agreement. The New Master Services Agreement has an initial term of seven years and will be renewable upon mutual agreement. The New Master Services Agreement or any related letter agreement for additional services may be terminated by either party upon the other party’s material, uncured breach. H-D may also terminate the New Master Services Agreement or any related letter agreement upon LiveWire’s change of control or, at the end of a calendar year upon 180 days written notice, in the event that LiveWire failed to engage H-D to manufacture at least forty percent of LiveWire’s production during that calendar year. The charges for the services will be a flat monthly fee representing cost plus a markup. A joint steering committee composed of senior executives and/or designees of each party will meet annually to formulate a forecast and plan for LiveWire’s anticipated service needs, as well as adjust the monthly fee as appropriate, and will oversee the progress of the services and address any disputes.

Each party indemnifies the other for any third-party claim arising from the indemnifying party’s breach under both of the Old and New Master Services Agreement, violation of applicable law or tortious conduct resulting in death or personal injury, or any destruction of real or personal property for which the indemnifying party is legally responsible. In addition, each party indemnifies the other party for third-party claims alleging IP infringement. Specifically, H-D indemnifies us with respect to third-party infringement claims arising from our use of H-D’s intellectual property in accordance with the agreement, and we indemnify H-D with respect to third-party infringement

claims arising from H-D’s use of our specifications, designs, and other materials that we provide to H-D pursuant to the New Master Services Agreement. Except for claims for indemnification, or liability arising from a party’s fraud, gross negligence or willful misconduct, neither party’s aggregate liability to the other in connection with a statement of work entered under the New Master Services Agreement will exceed the total amount of fees paid or payable by us to H-D for the services under that statement of work in the 12-month period preceding the claim giving rise to liability.

On September 26, 2022, we entered into a Contract Manufacturing Agreement with H-D (the “Contract Manufacturing Agreement”) in connection with the Separation, pursuant to which H-D provides contract manufacturing and procurement services to us for the products in our LiveWire platform, as well as our anticipated Speed and SpeedWire platforms. Under the original agreement, H-D is our exclusive manufacturer for these platforms for five years from the date that H-D begins manufacturing the relevant platform (and five years from the Separation for the LiveWire platform). On February 14, 2024, the parties entered into an amendment of the Contract Manufacturing Agreement extending the exclusivity provision for an additional one year. Following this exclusivity period, we may terminate the agreement for one or more products within the relevant platform upon two years’ notice, subject to payment of certain termination charges (which are intended to compensate H-D for its capital investment and other sunken costs). The agreement may also be terminated, in whole or part, by either party upon the other party’s material, uncured breach, inability to perform its obligations for more than six months due to a force majeure event, bankruptcy or insolvency, or change of control.

Under the Contract Manufacturing Agreement, we are subject to a minimum annual volume commitment for each product and pay a deficit fee for failure to meet the minimum. The products that H-D manufactures for us are priced on a cost-plus basis, with a mark-up of six percent of H-D’s cost for manufacturing the relevant product. An operational committee consisting of designated employees of each party will meet quarterly for administrative purposes, including for the review of changes to pricing, minimum volumes and other terms H-D will procure, on our behalf, equipment and materials that are used in both H-D’s and our products, and we will procure all other equipment and materials, as well as tooling, needed to manufacture the products.

The Contract Manufacturing Agreement contains a limited warranty by H-D that the products it delivers to us will conform to our specifications, and that they will be free from defects in workmanship, liens, and encumbrances. The warranty extends for a period of five years from delivery to us for batteries, two years from delivery to our end customer for motorcycles (including parts and accessories sold with the motorcycle) and one year from the date of delivery to our end customer for separately sold motorcycle parts and accessories. In the event of warranty breach (other than as a result of materials or items owned or furnished by us or failure of a third-party supplier to comply with its supply contract), H-D will either repair or replace the non-conforming products at its expense. The warranty period for a repaired or replaced product will be the balance of the warranty period for the original non-conforming product remaining from the date we notified H-D of the warranty claim.

Each party indemnifies the other party for any third-party claim arising from the indemnifying party’s gross negligence, willful misconduct, material breach of the Contract Manufacturing Agreement or breach of its confidentiality or data privacy and security obligations. In addition, we indemnify H-D for any third-party claim alleging that use of our specifications, technical manufacturing documents or materials infringes a third party’s intellectual property rights, and H-D indemnifies us for any third-party claim alleging that H-D’s manufacturing processes or other actions taken by H-D in its provision of manufacturing services infringe a third party’s intellectual property rights (unless we direct H-D to take such actions). Except for liability arising from a party’s fraud, gross negligence, willful misconduct, violation of law, a product recall or indemnification obligations, neither party’s aggregate liability to the other in connection with the Contract Manufacturing Agreement will exceed the total amount of fees paid or payable by us to H-D under the Contract Manufacturing Agreement in the 12-month period preceding the claim giving rise to liability.

On September 26, 2022, we entered into a Trademark License Agreement with H-D (the “Trademark License Agreement”) in connection with the Separation, pursuant to which H-D granted to us a royalty-free license to use certain H-D trademarks with respect to our products. The Trademark License Agreement has an initial term of two years, and automatically renews for successive two-year periods unless either party gives notice of non-renewal at least 60 days prior to the end of the then-current term. The Trademark License Agreement last automatically renewed on September 26, 2024.

Other than certain specified pre-approved uses that exist today, all uses by us of H-D marks require H-D’s prior, written approval, which may be withheld in H-D’s sole discretion. We are required to comply with H-D branding guidelines and quality control procedures. The Trademark License Agreement has an initial term of two years, and renews for successive two-year periods unless either party elects not to renew. H-D may terminate the agreement earlier upon our breach of any of the provisions related to ownership, protection, or use

of the licensed marks or any of the quality requirements, our bankruptcy or insolvency, or our unpermitted assignment of the agreement. H-D indemnifies us against any third-party claim alleging that our use of the licensed marks infringes any third party’s intellectual property. We indemnify H-D against any third-party claim arising from our breach of the agreement, our use of the licensed marks, or our manufacture, marketing, advertising, distribution, or sale of products under those marks.

On September 26, 2022, we entered into a Joint Development Agreement with H-D (the “Joint Development Agreement”) in connection with the Separation, pursuant to which the parties may agree to engage in joint development projects, which would be set forth in one or more mutually agreed project work statements. The Joint Development Agreement remains in effect until we and H-D mutually agree to terminate it and can be terminated earlier by either party upon the other party’s material, uncured breach.

Under the Joint Development Agreement, H-D is required to notify us of any development projects for H-D’s business that are primarily related to electric vehicles, and we have the right to make a proposal with respect to the joint development of such a project. The parties will discuss in good faith whether or not it’s beneficial for the parties to enter into a joint development project with respect to such project. If H-D engages in any development projects that are primarily related to electric vehicles and fails to consult with us so that we can make a proposal with respect such potential project, then the intellectual property developed pursuant to such H-D development project will be owned and licensed in accordance with the default intellectual property terms of the agreement (described below). Unless we and H-D agree otherwise for a particular project, each party bears its own costs and expenses in connection with each project under the Joint Development agreement.

Unless otherwise mutually agreed for a particular project under the Joint Development Agreement, we own project intellectual property relating exclusively to electric vehicles and H-D owns all other project intellectual property. Each party is granted a perpetual license to use the project intellectual property in connection with that party’s products, which, for us, are limited to two-, three- or four-wheeled electric vehicles, related parts and accessories and electric vehicle systems.

Each party indemnifies the other party against any third-party claims arising from or related to the indemnifying party’s breach of the agreement, death or bodily injury caused by negligence of the indemnifying party, or damage, loss or destruction of any property or third-party claims alleging that the indemnified party’s use of the indemnifying party’s background intellectual property in accordance with the Joint Development Agreement violates the intellectual property rights of a third party.

On September 26, 2022, we entered into an Employee Matters Agreement with H-D (the “Employee Matters Agreement”). The Employee Matters Agreement allocated the liabilities and responsibilities between H-D and us relating to employee claims, compensation and benefit plans and programs, including the treatment of retirement, health and welfare plans and equity and other incentive plans and awards. The key provisions of the Employee Matters Agreement include the following:

Equity Award Treatment. In connection with the Separation, each H-D restricted stock unit award (each, an “RSU”) that was outstanding and held by one of our employees was converted into the right to receive cash payments, subject to applicable withholding taxes and deductions (each, an “RSU Payment”), payable on or within thirty (30) days after the date(s) on which the RSU award would have otherwise become vested in accordance with the vesting schedule that applied to the RSU award immediately prior to the Separation, subject to and conditioned upon the applicable employee’s continued employment or service with us through the applicable vesting date. The amount of each RSU Payment will equal (x) the number of shares of H-D common stock subject to such RSU that would have otherwise become vested on the applicable vesting date in accordance with the applicable H-D RSU vesting schedule multiplied by (y) the closing trading price of a share of H-D common stock on the RSU vesting date. In addition, in connection with the Separation we established the 2022 Incentive Award Plan in which Directors, employees, (including our named executive officers) our consultants and certain affiliates are eligible to participate.

Non-Qualified Deferred Compensation Plan. Certain of our employees participated in a non-qualified deferred compensation plan sponsored by H-D prior to the Separation. In connection with the Separation, such employees ceased to be eligible make additional deferrals under such plan. Distributions of their account balances will continue to be made in accordance with the H-D non-qualified deferred compensation plan.

Pension Plan. Certain of our employees participated in a pension plan maintained by H-D prior to the Separation. Following the Separation, each such employee continued to be an active participant in such H-D pension plan and will remain entitled to his or her benefits under the H-D pension plan in accordance with the terms of the pension plan through December 31, 2022, or, if earlier, the date

that such participant’s payments commence under the pension plan or such participant’s service terminates (the earliest such date, the participant’s “service end date”). From and after each such participant’s service end date, H-D will recognize our employees’ service for purposes of determining eligibility for early retirement benefits and/or retirement-type subsidies, including under the pension plan.

Employment Law Liabilities. In connection with the Separation, employment-related liabilities for our employees and H-D’s employees were allocated between us and H-D. Any liabilities for employment-related claims and liabilities relating to H-D employees and/or prospective H-D employees, whether the basis for a claim arose before, on or after the Separation, and any employment-related claims and liabilities relating to our employees, the basis for which arose on or before the Separation, were allocated to H-D. Any liability for employment-related claims and liabilities relating to LiveWire employees and/or prospective employees, the basis for which arose after the Separation, were allocated to LiveWire. Any employment-related claims and liabilities relating to any shared employee providing services to both us and H-D as a result of the Separation were allocated between H-D and us in accordance with the allocation methodology mutually agreed upon by H-D and us.

On September 26, 2022, the Company entered into a Tax Matters Agreement with H-D (the “Tax Matters Agreement”). The Tax Matters Agreement sets forth the principles and responsibilities regarding the allocation of taxes, adjustments with respect to taxes, preparation of tax returns, tax audits and certain other tax matters that affect LiveWire and H-D in the event LiveWire or any of its subsidiaries become members of any of H-D’s consolidated, combined, unitary and other similar groups for federal, state or local income tax purposes (or the Company has certain income, gain, loss and deduction included in the tax returns of such groups).

Under the Tax Matters Agreement, to the extent that the Company or any of its subsidiaries are required to be included in any consolidated or combined income tax return required to be filed by H-D, H-D will prepare and file (or cause to be prepared and filed) each such tax return and will pay or cause to be paid all taxes due in respect thereof. We will be required to make payments to H-D for its share of taxes reflected on such tax returns. With respect to U.S. federal income tax returns for any taxable period in which we (or any of its subsidiaries) are included in H-D’s consolidated group for U.S. federal income tax purposes, the amount of taxes to be paid by us is generally determined, subject to certain adjustments, as if the Company and each of its subsidiaries filed its own separate consolidated federal income tax return (LiveWire’s “separate federal tax liability”). With respect to state and local income tax returns for any taxable period in which LiveWire or any of its subsidiaries are included in H-D’s combined, consolidated or unitary group for state or local income tax purposes, the amount of taxes to be paid by LiveWire is determined, subject to certain adjustments using principles analogous to the principles used to compute LiveWire’s separate federal tax liability, as if LiveWire and each of its subsidiaries included in such combined, consolidated or unitary group filed its own combined, consolidated or unitary group state or local income tax return.

LiveWire’s inclusion in H-D’s consolidated group may result in H-D utilizing certain tax attributes that LiveWire generates, including net operating losses, and LiveWire will receive no compensation from H-D for the use of such attributes.

The Tax Matters Agreement applies as of the initial date upon which H-D’s ownership of LiveWire meets the applicable minimum threshold required to file either a combined return or a consolidated return and will remain in effect unless the parties agree in writing to terminate the agreement. Notwithstanding any termination of the Tax Matters Agreement, the agreement will continue in effect with respect to any payment or indemnification due for all taxable periods prior to the termination during which the Tax Matters Agreement was in effect.

As previously disclosed in our Current Report on Form 8-K on February 16, 2024, on February 14, 2024, the Company entered into a Convertible Delayed Draw Term Loan Agreement with H-D providing for term loans in one or more advances up to an aggregate principal amount of $100 million.

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 21, 2025, is available without charge upon written request to LiveWire Investor Relations, 3700 West Juneau Avenue, P.O. Box 653, Milwaukee, Wisconsin 53208 or by accessing a copy on the Company’s website under “Financials” on the Investors section of our website at investor.livewire.com/investors. Information on or accessible through the Company’s website is not incorporated by reference in this Proxy Statement.

Certain matters discussed in this Proxy Statement 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 Proxy Statement, 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, including specifically statements about our expected reduction in cash burn. 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. These forward-looking statements 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 Proxy Statement 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 our prior SEC filings, including the Company’s Annual Report on Form 10-K, titled “Risk Factors,” including, without limitation, 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 and our ability to realize the expected savings on an ongoing annual basis. 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.