CONTACT PATCH
Ground Truth No. 01 · Draft
Ground Truth No. 01 · LiveWire Group · September 2026

LiveWire:5 Years In
and 1%
of Plan

A tale of two contracts and a loan

THE ONE THAT HAD TO DELIVER IT THE ONE THAT MADE THE PROMISE WHAT HARLEY SAID · 13 DEC 2021 · FOR 2026 100,000 MOTORCYCLES $1.8B REVENUE · PROFITABLE WHAT LIVEWIRE DID · 12 MONTHS TO JUN 2026 923 MOTORCYCLES · 0.9% OF PLAN $31M REVENUE · $70–80M LOSS ← TO SCALE 202120222023202420252026 FIVE YEARS · ONE PERCENT OF PLAN
  • What they saidDecember 2021, on the call that sold LiveWire to the public: 100,000 motorcycles, $1.8 billion in revenue, profitable by 2026.
  • What it isTwelve months to June 2026: 923 motorcycles, $31 million, a $70–80 million loss. One percent of plan.
  • What decided itTwo manufacturing agreements, a services contract Harley can cancel on ninety days’ notice, and a loan rewritten eight months before the quarter. Harley holds the pen.

The people did the work. The paperwork decided the ending.

Sources: LVWR Form 10-Q (Q2 2026) · LVWR Form 10-K (FY2023, FY2024, FY2025) · HOG Form 10-K (FY2025)
LW EV Holdings Form 425 (14 Dec 2021, merger investor call transcript) · H-D “Back to the Bricks” (5 May 2026)
Amended & Restated Master Services Agreement (Ex. 10.1, 26 Dec 2024) · Amended & Restated KYMCO Contract Manufacturing Agreement (Ex. 10.2, 22 May 2026) · Dust Asset Purchase Agreement (Ex. 10.1, 22 May 2026)
LiveWire ONE
LiveWire ONE2021 · $21,999 → $13,999
LiveWire S2 Del Mar
S2 Del Mar2023 · $15,499 → $11,999
LiveWire S4 Honcho
S4 Honcho2026 · $4,999 · KYMCO
Dust Model_1
Dust Model_12026 · $10,950 · acquired
The lineup, 2021 → 2026. Every step down the ladder is in §04.
The route · six parts, one thesis
  1. Part I
    The growth
    386% is 55 bikes to 267. The plan was 100,000. The miss is the story.
  2. Part II
    The lineup
    $29,799 to $4,999. Premium to price. The overhead never followed.
  3. Part III
    The contracts
    Buying bikes loses money. Not buying them costs money. Both in writing.
  4. Part IV
    The loan
    Nov 2025: equity backstop out, secured claim in. $85M due Dec 2027.
  5. Part V
    The tape
    Insiders sold on every spike, bought on none. 36 of 38 timed right.
  6. Part VI
    The final word
    Every spending number hit, no volume number hit. Harley changed seats.
00 · Start here

The finding, and the trail that led to it

Five years in, one percent of plan. Here is how a percentage led me to the contracts.

Start with what they said. 13 December 2021, the investor call announcing the merger, filed with the SEC as a Form 425. Harley-Davidson’s CFO, on the record, for 2026: “approximately 100,000 units,” revenue “from $35 million today to almost $1.8 billion,” and “profitable on both an EBITDA and cash flow basis.” That plan carried a $2.31 billion valuation.

It is 2026. Trailing twelve months: 923 motorcycles. $31.3 million of revenue. A parent guiding a $70–80 million loss. Units at 0.9% of plan, revenue at 1.7%, and the top line below where it stood the day the plan was announced. Call it one percent. I have watched a lot of product plans miss. I have never watched one miss by the whole plan.

That is the finding. The rest of this is about why, and whether the structure under the company lets anyone fix it. The trail started somewhere much smaller.

I saw a number online: LiveWire, 386% unit growth in Q2. Accurate. Also 55 motorcycles to 267, and fifty-five motorcycles is not a base, it is a parking lot. Normally that is worth a shrug. What turned it into two weeks of reading was where it led:

  • Open the 10-Q for the denominator and you find a write-down eating 87% of the gross loss.
  • Ask why anyone writes down brand-new inventory and you land in a manufacturing agreement priced cost-plus.
  • Read that agreement and there is a second one, with KYMCO, signed the same day.
  • Read the services contract next to them and Harley can terminate on ninety days’ notice, no reason required.
  • At the bottom of the pile: a loan with its conversion feature removed and a lien over basically everything put in its place. $76.8M, due December 2027.

None of that is in the earnings release. None of it has been reported. It lives in the exhibits, the attachments nobody opens, including most of the people paid to cover the stock.

The trail, in five documents

The order I read them in. Each one sent me to the next.

  1. 386%. 55 motorcycles to 267. I went looking for the retail number the company itself calls its share measure and found it grew 171%, not 386%. Same table, different line.
  2. The write-down. About 87% of the quarter’s gross loss was a net realisable value adjustment on brand-new S2s. You don’t write down new inventory unless it is carried above what it will fetch. The filing doesn’t say why. So: who set the price?
  3. Cost-plus. Harley builds, LiveWire buys into its own inventory at Harley’s cost plus a mark-up. Miss the volume and there is a provision for the parts Harley already bought: $6.1M of it, once, in 2023. And there is a second agreement, signed the same day, with KYMCO.
  4. Ninety days. Everyone quotes the “forty percent” clause. The paragraph under it lets either party terminate for convenience on ninety days’ notice. No trigger required.
  5. The seat change. Conversion feature gone. Security interest over substantially all assets in. First $10.0M of any ATM proceeds goes to Harley. $76.8M due 15 December 2027, compounding to about $85M. This was signed before the quarter above was even reported.

The paperwork, on one screen

Four instruments. Read the cards and you can skip the rest; every section below is the arithmetic they imply.

  • Why LiveWire. It is the only pure-play electric motorcycle company in the U.S. that has to file with the SEC. Everyone else hands you the numbers they feel like handing you. Here the press release can be checked against the arithmetic.
  • Who this is for. Suppliers deciding whether to tool up. Investors sizing a position. Dealers weighing a franchise. Riders wondering if the warranty outlives the company.
  • What I did. Read all 260 filings for both companies, the agreements and the exhibits nobody quotes. Every figure links to its source. Corrections are published, not made quietly.
  • Who I am. Ex-Harley product manager (Touring, CVO, Trike), ex-Honda planning lead on the Grom, now an independent expert witness. No position in anything named here. Full bio and method in §14.
Contract manufacturing · Harley-Davidson
Cost-plus, buy-in
H-D builds the S2 at York. LiveWire buys every unit into its own inventory at H-D’s cost plus a mark-up, then writes it down to what it will sell for. Per-product minimum volumes start calendar 2027. Miss them and you pay for parts anyway.
26 Sep 2022 · amended 14 Feb 2024
Contract manufacturing · KYMCO
Take-or-pay, redacted
KYMCO builds the Honcho. Minimum Annual Volume Commitment per product, enforced by an Order Deficit Impact Fee. Five-year exclusivity on a maxi-scooter nobody has announced. Products, volumes and prices: Exhibit A, all [***].
26 Sep 2022 · restated 19 May 2026
Master services · Harley-Davidson
Ninety days, no reason
Either party can terminate for convenience on ninety days’ notice. The famous “forty percent” clause is the slower route, 180 days, and it turns on a word the contract never defines: “production.” Seven-year term to end-2031, on paper.
23 Dec 2024 · effective 1 Jan 2025
Term loan · Harley-Davidson
Secured, no exit
$75M drawn Dec 2025. Conversion feature removed. Lien over substantially all assets. SOFR + 4%, compounding, nothing payable until 15 Dec 2027, about $85M by then. First $10.0M the ATM raises goes to the lender. Covenants block asset sales and new debt.
Feb 2024 · restated Nov 2025 · drawn Dec 2025
Part I Part II Part III Part IV Part V Part VI
LIVEWIRE GROUP · NYSE: LVWR
Part I

The growth

A number I saw online, and what it turned out to be measuring.

The point386% is fifty-five motorcycles becoming 267. Five years in, the company sits at one percent of the plan it was sold on, and revenue is below where it started.
Why it mattersEverything after this is the explanation of that one percent: the lineup that couldn’t carry it, the contracts that made volume a losing trade, and the loan that decided who fixes it.
2019 · the bike the plan was sold on
01 · The number
LIVEWIRE GROUP · NYSE: LVWR

386% more motorcycles, and the loss did not move

Both numbers come from the same table, same segment, same two periods. No outside denominator, nothing to argue about. It is the cleanest comparison in the filing, which is probably why nobody used it.

Unit sales, Q2 2025 → Q2 2026
+385.5%

55 units to 267. Average selling price flat: $11,400 to $11,483.

Operating loss, same two quarters
−0.2%

$(18,003)K to $(18,040)K. Five times the motorcycles. The loss got a hair worse.

Three qualifications, stated before anyone else states them

The base is the trough. Q2 2025’s 55 units is what makes 386% look impressive and the flat loss look damning. Anyone using that quarter as a base, in either direction, picked a flattering comparison. Me included.

LiveWire has a fair explanation and it is in the same filing. Opex fell $967K. Personnel came down $1.7M on lower headcount, and that saving went into Honcho development, the Dust deal and the ATM programme. Reinvesting a cost-out into the next product is what a functioning company does. I have signed off on that trade myself.

The annual trend runs the other way, and it is real.

Units, not percentages · one glyph = 50 motorcycles
2023
660
2024
612
2025
653
TTM to Jun 2026
923
2021 plan for 2026
100,000
… 2,000 of these. The row would run twenty screens wide.
The quarter behind the 386% · one glyph = 5 motorcycles
Q2 2025
55
Q2 2026
267
+212

motorcycles. That is the entire 386%. Same 212 bikes on the company’s own annual run-rate is +23%. On the plan it was sold on, 0.2%.

A percentage is arithmetic on a base. Pick a 55-unit base and any normal quarter looks like a launch. This is not a volume story. It is a convenient denominator.

FIG 01Consolidated operating loss by year$ millions · lower is better
$120M $90M $60M $30M $0 68.2 85.0 116.0 110.4 75.5 2021 2022 2023 2024 2025
DocumentedOperating losses are down 35% from the 2023 peak; H1 2026 improved another 8.3% on H1 2025. Genuine. Against $52.9M of cash, a parent that has capped further investment, and $76.8M due December 2027, also insufficient.

The other number: 76% market share

The same post carried a second number: 76% U.S. market share. Of what? Three annual reports later, nobody has written it down.

DocumentedKnown
LiveWire stated “76% U.S. market share to date” for Q2 2026. The FY2023, FY2024 and FY2025 annual reports contain no share definition. “Kilowatt” and “horsepower” do not appear in the FY2025 10-K. Neither does the Motorcycle Industry Council.
DocumentedNot disclosed
The denominator. The geography. Registrations or sales. The segment: power threshold, on-road or off, price band. The period and the method.
ThereforeFinding
The figure cannot be reproduced from anything the company has filed. That is the finding and it is enough. Not that the number is wrong; that it cannot be checked. A share figure that cannot be checked is a marketing figure.
Industry contextHypothesis
Likeliest source: MIC registration data, the paid dataset U.S. two-wheel share is measured from. That is my inference from years in planning offices, not a disclosure. If it is the source, the definition matters more than the data. Set a threshold at 50 kW and the Can-Am Pulse and Origin, at 47 hp, fall out of the set while LiveWire’s 63 kW and 75 kW bikes stay in. The threshold decides who gets counted. None of this is a claim about what LiveWire did; with no definition published, no claim can be made either way.

The company’s own filing names the number that measures share, and it isn’t the one in the post. Q2 2026 10-Q:

LiveWire Group, Form 10-Q, page 31

“Retail Motorcycle Unit Sales made through both the Company-owned dealership and Independent Retail Partners are a key measure of consumer demand and market share for LiveWire's electric motorcycles.”

Retail is the share measure, by LiveWire’s own definition. The 10-Q’s table:

Q2, motorcycle units20262025Change
Wholesale motorcycle unit sales25147+434%
Company retail motorcycle unit sales168+100%
Total LiveWire motorcycle unit sales (the 386%)26755+385.5%
Independent Retail Partners, retail277100+177%
Total retail motorcycle unit sales (consumer demand)293108+171.3%

The 386% is 94% wholesale: bikes shipped to dealers, an invoice, not a customer. The number the company itself calls the measure of demand grew 171%. Anyone who has worked a month-end close at an OEM knows the difference between those two numbers, and knows which one goes in the post.

To be fair on the point that matters: retail beat wholesale in the quarter (293 vs 267) and the half (412 vs 358). Dealer stock went down. This was not channel stuffing; the demand is real at its scale. But 386% and 171% are different claims about different things, and only one is about riders.

One day, two filings

The 386% quarter went out on 23 July 2026, 8-K, Item 2.02. That was the good news. The bad news arrived the same afternoon, by letter.

Same day, the New York Stock Exchange told LiveWire it was out of compliance with Section 802.01C: thirty straight trading days under $1.00. That letter was disclosed six days later, in a separate 8-K under Item 3.01.

DocumentedThe sequence, in the company's own filings

23 July: Q2 earnings release: unit sales up 386%. Same day: NYSE non-compliance notice received.
29 July: the delisting notice is disclosed by 8-K.
31 July: month end, and the first date on which the Exchange’s cure test can be applied. The stock closes at $1.81.
4 August: the board doubles executive severance and carves an H-D acquisition of 100% of the stock out of the definition of “change in control.”
5 August: the 10-Q is filed.

The stock roughly doubled on the earnings and kept going: a $0.77 close on release day to an intraday $3.57 on 27 July, on 75.6 million shares against a normal day under 200,000.

The cure test under 802.01C is a month-end close and thirty-day average both at or above $1.00. At the 31 July close of $1.81 the stock appears to have cleared it, nine days after the letter. The 386% headline is, quite literally, what got the company off the delisting track.

What is not filed: no announced return to compliance, and the 5 August 10-Q doesn’t mention the letter. The cure reading is mine, from the Exchange’s published standard and the market closes. On the filings alone, the cure period runs to 23 January 2027.

So what · §01
The point386% is a wholesale number off a 55-unit base. The company’s own demand measure grew 171%. The 76% share figure has no published denominator and cannot be checked.
Back to the thesisBoth headline numbers are real and both flatter. Behind them is a business doing 923 bikes a year against a plan of 100,000.
OutlookThe same-day NYSE letter tells you what the 386% was for. It bought a cure and a selling window. It did not buy volume.
02 · The plan of record

What was promised, on the record, in December 2021

The joint Harley-Davidson / AEA-Bridges call announcing the deal, filed as a Form 425. I use their numbers as the benchmark because they picked them. Nobody made them say 100,000.

Committed, December 2021ForActual
“approximately 100,000 units by 2026”2026923 TTM, 0.9% of plan
Revenue “from $35 million today to almost $1.8 billion by 2026”2026$31.3M TTM, 1.7% of plan
“profitable on both an EBITDA and cash flow basis in 2026”2026FY2025 operating loss $75.5M; H-D guides −$70–80M for 2026
Gross margin “in the range of 25% to 30%”long term−69.7% (Electric Motorcycles, Q2 2026)
“$500 million, $600 million will fund the plan”to breakeven$52.9M cash, and $76.8M owed to H-D
Post-money equity value $2.31B at “1x… estimated 2026 revenues”at close~$247M market cap. On actual revenue, 57x, not 1x
FIG 02Plan versus outcome, unit volumeUnits, U.S. + international
2021 PLAN FOR 2026 100,000 ACTUAL: TTM TO 30 JUN 2026 923 0.9% of plan. The magenta bar is drawn to scale
CalculatedOne scale. At 923 units the actual bar is 6.5 pixels wide against a 700-pixel plan. Form 425 (14 Dec 2021); LVWR 10-K FY2025, 10-Q Q2 2026.
So what · §02
The pointHarley’s own CFO set the benchmark: 100,000 units, $1.8 billion, profitable in 2026. Nobody imposed it.
Back to the thesisAgainst that plan LiveWire is at 0.9% on units and 1.7% on revenue. That is the thesis in two numbers.
OutlookNo forecast since has been hit on volume. Treat any new unit target the same way the market has: as a starting point for the next cut.
03 · Revenue

The business is smaller than the day it was sold

Revenue was $35.8M in 2021, the year the deal was announced. Trailing twelve months to 30 June 2026: $31.3M. The high-water mark was 2022, at $46.8M.

Five years. An accumulated deficit of $337.4M. And the top line is below where it started, against a plan that called for 51x.

FIG 03Consolidated revenue, net$ millions
$0 $10M $20M $30M $40M $50M 2021 LEVEL: $35.8M 35.8 46.8 38.0 26.6 25.7 31.3 2021 2022 2023 2024 2025 TTM 6/30/26
CalculatedConsolidated revenue including STACYC. FY2021–23 from the FY2023 10-K; FY2024–25 from the FY2025 10-K; TTM = FY2025 + H1 2026 − H1 2025.
So what · §03
The pointRevenue is lower than the year the deal was announced. Five years, $337 million of accumulated deficit, and the top line went backwards.
Back to the thesisGrowth was the entire premise of the valuation. The business has none.
OutlookWith the ATM sweeping to the lender and Harley’s funding capped, there is no capital for a growth push before the December 2027 maturity.
Part I Part II Part III Part IV Part V Part VI
LIVEWIRE GROUP · NYSE: LVWR
Part II

The lineup

From a $29,799 flagship to a $4,999 minimoto: the walk from premium to price and volume, and what each step cost.

The pointEvery LiveWire has been cheaper than the one before it, from a $29,799 halo to a $4,999 minimoto. The overhead never followed the price down.
Why it mattersA lineup that retreated from premium to price cannot carry $62 million of opex. That is why the volume was never coming, whatever the Honcho does.
S2 Del Mar · now $11,999
04 · The product ladder
LIVEWIRE GROUP · NYSE: LVWR

Seven years walking down the price ladder

Every LiveWire has been cheaper than the one before it. The overhead never followed the price down.

ProductLaunchedPrice at launchPosition
Harley-Davidson LiveWire2019$29,799The original. A halo product inside Harley-Davidson, sold through H-D dealers.
LiveWire ONE (S1)2021$21,999The same motorcycle, rebadged for the new standalone brand and repriced $7,800 lower. Now listed at $13,999.
S2 Del Mar2023$15,499First attainability pivot. A new, smaller platform on the ARO architecture. H-D-built.
S2 Mulholland / Alpinista2025$11,999–12,999Body-style variants on the S2 platform. Current pricing across the whole S2 line.
Dust Moto assetsMay 2026up to $14.75MAsset acquisition of an Oregon electric dirt-bike startup. $375K cash plus $500K of stock at closing, three annual $875K stock instalments, and up to $11.25M of contingent earn-out, all in stock.
S4 Honcho2026$4,999 / $5,499Second attainability pivot. KYMCO-built, not Harley-Davidson.
FIG 04Lead product price at launchU.S. MSRP
$0 $8K $16K $24K $32K REALISED ASP Q2 2026: $11,483 29,799 21,999 15,499 11,999 4,999 2019 H-D LIVEWIRE 2021 LIVEWIRE ONE 2023 S2 DEL MAR 2026 S2 LINE NOW 2026 S4 HONCHO
DocumentedLead product price down 83% in seven years. Launch prices from H-D and LiveWire announcements; the realised ASP line is motorcycle revenue ÷ units, Q2 2026.
FIG 05Sixteen years of electric at Harley-Davidson2010 – 2026 · left to right
2010ELECTRICPROGRAMMEBEGINS 2018 2019 2020 2021 2022 2023 2024 2025 2026 ▲ PRODUCT ▼ CORPORATE & FINANCE ▼ AGREEMENTS MAR 2019 STACYC acquired SEP 2019 H-D LiveWire · $29,799 JUL 2021 LiveWire ONE · $21,999 Q3 2023 S2 Del Mar · $15,499 MAY 2022 Del Mar launch edition MAY 2026 Dust acquired JUN 2026 S4 Honcho · $4,999 KYMCO-built MAR 2018 Minority stake in Alta Motors OCT 2018 H-D exits; Alta ceases operations 13 DEC 2021 Merger announced “100,000 units by 2026” 26 SEP 2022 Business combination closes · $368M redeemed 14 FEB 2024 $100M convertible term loan set up 9 NOV 2025 Loan restated: conversion out, lien in · $75M drawn in Dec 23 JUL 2026 386% and the NYSE letter, same day 12 DEC 2021 KYMCO long-term collaboration agreement 26 SEP 2022 Two manufacturing agreements: H-D + KYMCO 17 OCT 2024 Parisian maxi-scooter MOU with KYMCO 23 DEC 2024 MSA restated: §8.4 ninety days 19 MAY 2026 KYMCO agreement restated · Exhibit A [***]
DocumentedThree lanes: products above the line, corporate and finance events below, the agreements that govern the company below that. Dates from LVWR 10-K FY2023, the Form 425 and the exhibits in §13. Scroll sideways on a phone.
FIG 06Price against capabilityU.S. MSRP × peak power
VALUE PERFORMANCE PREMIUM PERFORMANCE ENTRY / MINIMOTO PRICED ABOVE CAPABILITY PRICE →   $3K · $9K · $15K PEAK POWER → E-MOTO FIELD Grom S4 Honcho* Dust S2 line LiveWire ONE nothing here
Industry contextPeak power from manufacturer specs: LiveWire ONE 100 hp, S2 84 hp, Dust Model_1 35 hp, Grom 9.7 hp. *Honcho output isn’t published; plotted at an industry estimate of 10–15 hp.

Read it as a portfolio and the shape is a barbell with nothing in the middle. Premium performance at one end, a $3,600-class minimoto at the other, Dust in the quadrant where price runs ahead of the bike. No LiveWire between $5,000 and $11,000, which is where two-wheel volume lives and exactly where Can-Am parked the Pulse and the Origin.

The lineup, drawn to type

Manufacturer photographs, linked to source. Alta’s site has been dark since 2018; the Redshift image is archived press material.

Image credits: LiveWire ONE, S2 Del Mar and S4 Honcho photographs © LiveWire Group, Inc., from the company's own product pages; Dust Model_1 © Dust Moto; Alta Redshift © Alta Motors (archived press image). Honda Grom photographs © American Honda, product and lifestyle imagery. Reproduced here for editorial comment; confirm rights before any commercial distribution.

S2 platform chassis render
S2, strippedLiveWire platform render
The cost-plus product. Every one built for LiveWire is bought at Harley’s cost plus a mark-up.
2019 Harley-Davidson LiveWire on a dealer floor
H-D LiveWire, 2019Dealer floor, launch year
The $29,799 bike that started the ladder. Same motorcycle became the $21,999 ONE two years later.
DocumentedA product that appears in no filing except one exhibit

The Amended and Restated Contract Manufacturing Agreement filed 22 May 2026 is with KYMCO, not Harley. Its recitals name the covered product: “LiveWire’s Parisian maxi-scooter.” MOU dated 17 October 2024, joint design and manufacture of an EV maxi-scooter.

“Parisian” and “maxi-scooter” appear nowhere else in any LiveWire filing. Not a 10-K, not a 10-Q, not a release. A fourth vehicle programme, under contract for nearly two years, exists in the public record only in the preamble of an exhibit. I know what a fourth platform costs a 150-person company. Nobody has been told it exists.

The same agreement puts LiveWire on the hook for a Minimum Annual Volume Commitment per product, enforced by an Order Deficit Impact Fee: miss the number and you take the shortfall or pay for it anyway. Take-or-pay. It sits alongside the per-product minimums owed to Harley from calendar 2027. Exhibit A, the products, volumes and prices, is redacted in full:

Exhibit A of the KYMCO contract manufacturing agreement, fully redacted
Clipped from the filingEx. 10.2 to Form 8-K · 22 May 2026 · Exhibit A, p.1Open on EDGAR →
The entire products schedule. Twenty-eight cells, every one of them [***]. Four rows by seven columns: anyone in supply chain will recognise a pricing and volume grid. It is exactly what an investor would need to know, and it is the one thing the filing withholds.

Every pivot moved the price. None of them moved the overhead.

Two things fall out. First, the S2 now sells at roughly the realised average the segment reports: $11,999 sticker against $11,483 recognised. That is the simplest explanation for the write-downs: a cost-plus transfer price sitting above where the market clears the bike. The filing doesn’t itemise the cost, so that is an inference, labelled as one in §06.

Anyone who has run a transfer-price negotiation between an OEM and its own sub knows how that meeting goes.

Second, the Honcho is not another rung. It is a different business: $4,999, built by KYMCO, sold into the minimoto segment. It shares a badge with the S2 and not much else. Dust points the same way. Put those next to STACYC, the only segment that makes money, and the portfolio describes a retreat from the premium on-road thesis that justified $2.31 billion.

FIG 07Where the lineup sits todayU.S. MSRP × primary use case
LiveWire & acquired Competition
$3K $6K $9K $12K $15K $18K U.S. MSRP → ON-ROAD DUAL-SPORT OFF-ROAD Grom $3,599 Honcho Street Can-Am Pulse S2 line LiveWire ONE Can-Am Origin E-MOTO BAND Honcho Trail $4,999 Dust Model_1 Stark Varg EX
Industry contextCurrent MSRPs, except the Stark Varg EX Factory Edition (300 units worldwide). The e-moto band is the Sur-Ron / Talaria street-price range, indicative. Zero and Energica omitted for want of a current U.S. price. Hollow marker = acquired line, not a shipping LiveWire.

Left to right, a company that vacated the top of its own map. The ONE, once $29,799, is now $13,999 and the most expensive thing the brand sells. Can-Am, which bought the Alta patents, brackets the S2 from below on both rows.

And the Honcho does not land in open space. It lands inside the e-moto band, on top of Sur-Ron and Talaria, $1,400 above the gasoline Grom that outsells everything in the category. The one uncontested position on the map is $6,000–$10,000, where nobody, LiveWire included, builds anything.

So what · §04
The pointThe lineup walked from premium to price, and the one open position on the map, $6,000–$10,000, is the one LiveWire never filled. A fourth programme, the Parisian, exists only in an exhibit.
Back to the thesisThis is why the volume plan failed before the contracts even bit: there was never a product where the buyers are.
OutlookThe Honcho is a minimoto with a take-or-pay minimum behind it. It changes the revenue mix, not the solvency.
05 · Precedent
ALTA MOTORSHARLEY-DAVIDSON, INC. · NYSE: HOG

Alta Motors, and the first time this happened

Before LiveWire was public, Harley-Davidson’s decision to stop funding had already decided the fate of a different American electric motorcycle company.

DateEvent
March 2018Harley-Davidson takes a minority stake in Alta Motors, the Brisbane, California maker of the Redshift electric off-road and supermoto line, in a partnership to develop and produce electric motorcycles.
Autumn 2018Approximately six months later, Harley-Davidson ends the arrangement and elects to build its own Silicon Valley R&D operation instead.
18 October 2018Alta Motors ceases operations.
Early 2019BRP (Bombardier Recreational Products) acquires Alta's assets, including patents, stating no intention of reviving the brand.
2024–2026BRP is selling electric motorcycles under the Can-Am name. Harley-Davidson's electric business does not appear in Harley-Davidson's strategy.
Why this belongs in the file

The pattern is not that Harley killed Alta. Alta was a venture startup with its own problems. The pattern is narrower: both times, Harley’s decision to stop funding was the event that decided what happened next.

In 2018 that decision came six months after the investment and Alta closed within weeks. In February 2026 it came in an audited annual report: “The Company does not plan to make additional investments in LiveWire beyond the amount outstanding under the Term Loan.”

The difference this time: it is a filed statement, with a maturity date attached and a lien over substantially all of the borrower’s assets.

The irony is worth one line. The Alta patents went to BRP, which now competes in the category. The Silicon Valley R&D centre Harley built instead became the LiveWire business whose R&D has since fallen from $54.1M to $23.9M a year.

Eight years and roughly $394M of cumulative losses later, the assets Harley declined to buy are sold by a competitor, and the ones it built are not named in its own five-year plan.

Alta Motors logo
Alta MotorsBrisbane, California · 2010–2018
The first American electric motorcycle company Harley invested in, then dropped.
Alta Motors Redshift SM, supermoto version
Alta Redshift SMBrisbane, California · archived press image © Alta Motors
Alta Redshift SM. Harley bought a piece of this company, then pulled out. The patents are BRP’s now.
Alta Redshift on a test bench in the Brisbane, California factory
Alta Motors, Brisbane CARedshift on the bench · archived image
Brisbane, California. The operation Harley didn’t buy, then built its own version of down the road.
So what · §05
The pointTwice now, Harley’s decision to stop funding an electric motorcycle company was the event that decided its fate. Alta in 2018, LiveWire in the FY2025 10-K.
Back to the thesisThe pattern is documented, not inferred, and it is the frame for everything in Parts III and IV.
OutlookRead every Harley filing about LiveWire from here on as a lender’s, not a parent’s.
06 · Unit economics
LIVEWIRE GROUP · NYSE: LVWRHARLEY-DAVIDSON, INC. · NYSE: HOG

Where the money actually goes

Q2 2026, Electric Motorcycles segment, per bike: $13,655 of revenue in. $23,172 cost of goods out. $58,049 of selling, admin and engineering on top. Read those three again. Then try explaining them to a dealer principal who just floored six.

FIG 08Q2 2026 per-motorcycle economicsElectric Motorcycles segment ÷ 267 units
+$15K $0 −$30K −$70K +13,655 −23,172 −9,517 −58,049 −67,566 REVENUE COGS GROSS LOSS SG&E OPERATING LOSS
CalculatedSolid bars are flows; half-tone bars the running subtotal. Of the $9,517 gross loss per unit, about $8,255 is the year-on-year increase in NRV adjustments on S2 purchases, disclosed as $2,204K.
DocumentedWhat the write-down actually means

DocumentedWhat the filing establishes: the S2s on LiveWire’s books cost more than it expected to get for them, and it wrote the difference off. $2,204K in the quarter, on brand-new inventory. What it doesn’t do is itemise the cost. Transfer price, freight, overhead, selling cost, slow-moving assumptions: all inside the number, none broken out.

InferredThe manufacturing agreement supplies the mechanism. LiveWire buys at Harley’s cost plus a mark-up; the S2 sells at the segment’s realised average. Cost-plus in, write-down out. That the transfer price is the main driver is my reading of the two documents together, not something either one says. Either way the loss is real; it just gets booked at purchase instead of at sale.

So what · §06
The pointPer bike: $13,655 in, $23,172 of cost, $58,049 of overhead. The write-down is documented; the cost-plus mechanism behind it is my inference from the contract.
Back to the thesisEvery unit sold moves the company further from the December 2027 maturity. Volume is what hurts.
OutlookNothing in the cost-out changes the sign of that equation. Only the contracts can, and they run the other way.
Part I Part II Part III Part IV Part V Part VI
LIVEWIRE GROUP · NYSE: LVWRHARLEY-DAVIDSON, INC. · NYSE: HOGKYMCO
Part III

The contracts

Two manufacturing agreements and a services deal. This is where buying motorcycles became a losing trade and not buying them became expensive.

The pointTwo manufacturing agreements signed the same day. Buy the bikes and they are written down on arrival. Don’t buy them and you pay for the parts anyway.
Why it mattersThis is why execution cannot fix it. The losing trade is contractual, and from 2027 it stops being discretionary.
KYMCO, Taiwan · the second contract
07 · The next product, and the paperwork behind it
LIVEWIRE GROUP · NYSE: LVWRKYMCO

The S4 Honcho meets a category ceiling

The S4 Honcho is priced: $4,999 Trail, $5,499 Street. Built by KYMCO, not Harley. Different plant, different country, different contract, and a different set of minimums.

On the 23 July call, management said production had started and first units would reach dealers later in the summer. So the Honcho contributed nothing to the 386% quarter. Everything below is forward arithmetic on a product that has not yet sold at scale.

S4 Honcho parked in tall grass
S4 HonchoLiveWire lifestyle image
Wood-grain plastics and knobbies. A minimoto, priced $1,400 above the one that owns the segment.
KYMCO motorcycle assembly line, Taiwan
KYMCO assembly, TaiwanManufacturer image · not the Honcho line specifically
KYMCO, Taiwan. Product built here now carries a minimum annual volume and a deficit fee. Take-or-pay.
LiveWire S4 Honcho on a show-booth display
S4 Honcho, show boothLiveWire event display · 2026
Hats, koozies, a rug, a hunting-season photo wall. This is the Grom’s customer, at $1,400 above the Grom’s price.

Electric Motorcycles segment opex runs about $62M a year. For Honcho gross profit alone to cover it you need somewhere between 46,000 units at a 31% margin (the 2021 long-term target) and 103,000 at 14%.

FIG 09Breakeven volume against the segment that existsU.S. units per year, one scale
LiveWire actual Category benchmark Breakeven range required
0 25,000 50,000 75,000 100,000 LIVEWIRE TTM 923 HONDA GROM ~10,000: best seller in the segment HONCHO BREAKEVEN 46,000 103,000
Two riders on Honda Groms in a city street
The segment, in motionHonda lifestyle image
Two Groms, downtown, two-up on a $3,599 sticker. This is the customer the Honcho is competing for.
Rider on a red Honda Grom at the beach
Grom, $3,599Honda lifestyle image
About 10,000 a year, my estimate from planning the bike. The category leader, and very nearly the category.

The Kawasaki Z125 Pro, priced within $200 of the Grom, doesn’t meaningfully compete. The segment isn’t “small motorcycles.” The segment is the Grom, and everything else is rounding. When I ran planning on that bike, the competitive set was one line on the sheet. A new entrant doesn’t get to assume the leader’s volume; it takes what the challengers take.

CalculatedGrom MSRP $3,599; Z125 Pro $3,799–3,999. The ~10,000-unit Grom figure is my own estimate from planning that bike at American Honda, not a published statistic; MIC registration volumes are not public. The conclusion holds at any Grom volume between 5,000 and 20,000.

The Honcho is a change in revenue mix, not a change in solvency.

At an optimistic 3,000 units and 31% margin, the Honcho throws off about $4M of gross profit against $62M of opex. Six percent of the overhead. It arrives 39% above the category leader’s price, with no nameplate, 105 dealers, and range and charging friction a $3,599 gasoline Grom doesn’t have.

Note what hasn’t changed. After cutting cost per unit 47%, headcount 18% and R&D from $54.1M to $23.9M, the volume needed to break even is still roughly the 2021 plan number. The cost-out was real. It didn’t move the breakeven.

How many Honchos would keep LiveWire afloat?

“Afloat” is a cash question. LiveWire burned $29.9M in H1 2026, call it $60M a year. That is the hole the Honcho would have to fill alone.

Contribution per unit is the variable. At a recognised wholesale price near $4,300, a KYMCO-built bike plausibly returns $500–$1,500 a unit after landed cost, freight, warranty and dealer support. Planner’s numbers, pencilled before finance sees the BOM.

Contribution per HonchoTo cover cash burn
($60M)
To cover segment opex
($62M)
To cover FY2025 operating loss
($75.5M)
$500 (12% of wholesale)119,600124,000151,000
$700 (16%)85,40088,600107,900
$900 (21%)66,40068,90083,900
$1,200 (28%)49,80051,70062,900
$1,500 (35%, above the 2021 long-term target)39,90041,30050,300

Mid-case: 50,000–120,000 Honchos a year, centring near 65,000. Seventy times the company’s entire trailing-twelve-month volume.

FIG 10What 65,000 units would meanU.S. units per year, one scale
0 50,000 100,000 LIVEWIRE TTM 923 HONDA GROM ~10,000 HARLEY-DAVIDSON, U.S. ~82,000: every model, every dealer HONCHO, CASH-NEUTRAL 50,000–120,000
CalculatedOne scale. To be cash-neutral on the Honcho alone, LiveWire would need to sell 60–145% of Harley-Davidson’s entire U.S. motorcycle volume. One model, 105 dealers, eighteen months.

619 Honchos per dealer, per year. Twelve a week, every week, at every store. I have run dealer allocations. Twelve a week is not an allocation. It is a Grom-shaped fantasy.

A typical powersports store retails a few hundred motorcycles a year across every brand it carries; the ones that do a thousand are famous. And 65,000 units at $4,300 is $280M of revenue, nine times the company’s current total.

Run it the other way. At a realistic 3,000 units the Honcho contributes about $2.7M against $60M of burn: 4.5% of the hole.

The likely case: roughly 2,000 units

Set the tables aside and take the realistic number. A category leader doing about 10,000 a year with Honda’s network behind it; a new nameplate at a 39% premium; 105 dealers; an electric powertrain in a segment that buys on price. Roughly 2,000 Honchos globally in the first full year is defensible. It may be generous.

Industry contextBasis for the 2,000-unit estimate

That number is mine, and it rests on having done the job. I held planning lead on the Grom, and as Sales Planning Lead for Honda’s CRF line I worked MIC registration volumes as a daily input. Harley supplied the other half: what a dealer network of a given size can physically retail in a season.

  • The minimoto segment is small and concentrated. The Grom isn’t the leader; it is very nearly the whole category.
  • New nameplates without a parts and service footprint take years, not quarters, to register real volume.
  • 105 retail points cannot move what 1,000 can, no matter how good the bike is.

The estimate is not load-bearing. I give a number because a specific one is more useful than a vague one. Nothing under roughly 40,000 units changes any finding here. Think the Honcho does 8,000? Same place.

At that volume the Honcho doesn’t just fail to help. It costs money three ways, and two of them are in writing.

At ~2,000 unitsConsequence
1. It contributes almost nothing At $900 of contribution per unit, roughly $1.8 million: 3.0% of annual cash burn and 1.5% of the $121.8M that must be found by December 2027. Revenue of about $8.6 million against a company that needs orders of magnitude more.
2. It probably triggers the KYMCO deficit fee The KYMCO agreement obliges LiveWire to order at least the Minimum Annual Volume Commitment for each product, or pay an Order Deficit Impact Fee. The committed volumes are redacted, but a manufacturer tooling a new platform does not set them at 2,000. Selling well below commitment converts a growth product into a fixed liability.
3. It drops H-D below the 40% floor On the units reading of “production”: about 900 H-D-built motorcycles against 2,000 KYMCO-built ones is 31%. The threshold is crossed at roughly 1,350 non-H-D units. A modest Honcho success trips it; only failure keeps LiveWire compliant.
DocumentedAnd the failure mode is already on the record, twice

Short of volume, the KYMCO agreement gives LiveWire a choice: pay the deficit fee, or take delivery of the units to hit the commitment. Neither branch is hypothetical.

Buying them. Under the Harley agreement, H-D builds and LiveWire buys at cost-plus. On arrival the bikes get written down. 87% of Q2’s gross loss was that write-down.

The FY2025 10-K says it plainly, explaining why costs fell: “primarily driven by a significant decrease of the number of motorcycles purchased in 2025 as compared to 2024 resulting in lower net realizable value adjustments.” Margins improved because the company bought fewer motorcycles.

Not buying them. In 2023 LiveWire booked a $6.1M provision for excess inventory components held by H-D under the manufacturing agreement: parts Harley had already bought for bikes LiveWire didn’t take. Take-or-pay, working four years before the formal minimums kick in.

So the 2027 commitments don’t introduce a new risk. They formalise one that has already cost $6.1M once, and the same structure now exists in duplicate with KYMCO.

On terminology, because I got asked: no bikes have been bought back from dealers. Retail beat wholesale in Q2 and H1. The write-downs are on inventory LiveWire owns.

Dust doesn’t change this on any near timetable. Assets bought May 2026; the Hightail still in validation in Bend, Oregon. Meaningful volume is 2027 at the earliest, and off-road electric is not a volume category at $10,950. The consolation is symmetrical: consideration is up to $14.75M but mostly contingent and in stock, so a programme that never scales never pays out.

Rider on a Dust electric dirt bike, panned
Dust, riddenDust Moto image
The acquired programme. Real bike, real riders, small category.
Dust Hightail production spec sheet
Hightail, production specDust Moto spec sheet
42 hp, 75 mph, 4.4 kWh, under 100 kg. Volume in 2027 at the earliest.

What the paperwork actually says

Two contract manufacturing agreements, same day, 26 September 2022: Harley-Davidson Motor Company Group and Kwang Yang Motor Co. Services from Harley run under a separate Master Services Agreement, restated 23 December 2024, seven-year term to end-2031.

Here is what its termination article says. The clip is below the table.

ProvisionWhat it permitsNotice required
§8.4
Termination for convenience
Either party may terminate for convenience. No reason required. LiveWire must pay amounts owed and reimburse H-D for costs not otherwise remunerated.90 days
§8.3(b)(ii)
Change of control
H-D may terminate if LiveWire undergoes a Change of Control Event.Immediate
§8.3(c)
The 40% floor
H-D may terminate if LiveWire “did not engage HD to manufacture at least forty percent (40%) of LiveWire's production during such calendar year”. Notice only promptly after year-end, and no later than the last day of February.180 days
§8.3(a)
Material breach
Either party, on an uncured material breach.30-day cure

And the KYMCO agreement, which is the heavier of the two

The KYMCO agreement, dated 19 May 2026, is longer, longer-dated and more tightly bound than the Harley deal:

ProvisionWhat it does
§2.1
Exclusivity
LiveWire appoints KYMCO its exclusive manufacturer for the Covered Products for five years from the date KYMCO begins building them. The mirror image of the Harley arrangement: LiveWire is locked to KYMCO on this platform exactly as it is locked to H-D on the S2.
§2.1
Powertrain carve-out
Exclusivity “shall explicitly exclude the manufacture of the Powertrain which shall be manufactured by LiveWire through itself or its designee.” The motor and pack are the one thing LiveWire has not outsourced, and the only manufacturing asset it still controls.
§14.1
Term
Ten-year initial term, renewing automatically in successive five-year periods. Covered Product obligations cannot expire before their own five-year exclusivity runs out. Longer than the seven-year Harley MSA. The termination notice period in §14.2(b) is redacted.
§2.3
Take-or-pay
Minimum Annual Volume Commitment for each Product, enforced by an Order Deficit Impact Fee. Miss the volume and LiveWire either pays the fee or takes delivery of the shortfall. Reviewed annually. The committed volumes are in Exhibit A.
§14.3(ii)
The tax-credit lock
If KYMCO establishes U.S. facilities, equipment and labor qualifying for the associated EV tax credit and can build the product there, LiveWire loses the right to move that manufacturing away. The agreement anticipated LiveWire wanting U.S.-built product for credit eligibility and gave KYMCO a route to keep the work.
DocumentedA product named once, in a recital

The Covered Product is identified in a single WHEREAS clause: “a Memorandum of Understanding on or about 17 October 2024 (the ‘Parisian MOU’) related to the joint design and manufacture of an EV maxi-scooter (‘Parisian’).”

“Scooter” appears twice in the whole agreement, both in that one sentence. Everything after runs on “Covered Product,” which appears 24 times. Skip the recitals and you never learn what the product is. No LiveWire filing, release or deck names it anywhere else.

One distinction: the Covered Product carrying the five-year exclusivity is the Parisian. The Honcho, if it appears at all, is a Product under redacted Exhibit A, a weaker category. The §2.3 minimum attaches to “each Product,” so it very likely reaches the Honcho. But the exclusivity was built around a scooter nobody has announced.

A correction to earlier revisions of this brief

Earlier drafts treated the 40% clause as the thing capping how much production could move to KYMCO. Reading it properly, that overstates it.

Section 8.4 lets either party terminate the entire MSA for convenience on ninety days’ notice. Harley doesn’t need the 40% trigger. It needs no reason at all, and convenience is faster than the 180-day route.

Sections 8.3(c) and 8.4 of the Harley-Davidson Master Services Agreement
Clipped from the filingEx. 10.1 to Form 8-K · 26 Dec 2024 · Master Services Agreement, p.11 of 33Open on EDGAR →
Both clauses, one page. 8.3(c) is “forty percent” spelled out in words, which is why a search for “40%” misses it. 8.4 is the one that matters.

What the 40% clause is evidence of is intent. In 2022, and again in December 2024, both sides contemplated LiveWire moving manufacturing away from Harley, and Harley wanted a trigger tied to it. Worth recording. Not a cap.

And “production” is not a defined term. It appears once, lowercase, in 8.3(c). A termination right turns on a word the contract never defines.

My read, as industry interpretation: in Harley’s planning vernacular “production” means motorcycles built at the plant. Unit output, not revenue, not platforms. I used the word that way for years. On that reading the test is a unit-count ratio and STACYC falls outside it. Natural reading of an undefined term; still an interpretation.

CalculatedNor does cutting solve it

The obvious counter is to shrink the company to fit the product. Run it: 3,000 Honchos at $900 contribution, about 1,000 S2s near breakeven, STACYC’s small operating income. Total opex would have to fall to under about $5M a year. It is currently $62M.

That is not a cost programme. That is a much smaller company that no longer designs motorcycles, and it still wouldn’t service $76.8M in December 2027.

The conclusion falls out of arithmetic, not opinion about the bike: no combination of Honcho volume and cost cuts reaches solvency at a scale this category can supply. Which is why the resolution, when it comes, will be financial rather than commercial.

So what · §07
The pointBuying bikes loses money, not buying them costs money, the minimums go live in calendar 2027, and the services agreement can be ended on ninety days’ notice.
Back to the thesisThis is the mechanism under the one percent. The people can’t execute their way past cost-plus and take-or-pay, because those are the terms.
OutlookExpect the 2027 minimums to show up as either a deficit fee or an inventory build. Either one lands in the P&L before the loan does.
Part I Part II Part III Part IV Part V Part VI
HARLEY-DAVIDSON, INC. · NYSE: HOG
Part IV

The loan

A date that cannot be moved, and the instrument that decided who is on which side of the table.

The pointNovember 2025: Harley swapped an equity backstop for a secured claim over substantially all assets. About $85 million comes due 15 December 2027.
Why it mattersWhoever holds the note decides the ending. It is not LiveWire, and the 10-Q says a raise is being pursued this quarter.
Juneau Avenue, Milwaukee. The lender's address.
Juneau Avenue, Milwaukee
08 · The clock
HARLEY-DAVIDSON, INC. · NYSE: HOG

Cash, and a date that cannot be moved

Cash burned in H1 2026: $29.9M. Runway per the 10-Q: about twelve months, call it August 2027. The Harley term loan, $76.8M secured on substantially all assets, matures 15 December 2027.

FIG 11Cash and cash equivalents$ millions, period end
$0 $70M $140M $210M $280M 265.2 167.9 64.4 82.8 52.9 2022 2023 2024 2025 30 JUN 2026 after $75M loan
DocumentedThe 2025 increase is borrowed, not earned. H-D’s FY2025 10-K: the company “does not plan to make additional investments in LiveWire beyond the amount outstanding under the Term Loan.”
Position at 30 June 2026
Cash$52.9M
Total cash decline, six months$29.9M
Of which net cash used by operating activities (H1 2025: $32.4M, an 18.4% improvement)$26.4M
H-D term loan, secured on substantially all assets, due 15 Dec 2027$76.8M
Shareholders' equity, down 74% in six months$11.9M
Accumulated deficit$337.4M
At-the-market programme drawn$1.6M of $50M

And what would it actually take to pay it back?

  • Six quarters from 30 June 2026 to 15 December 2027. Burn is about $15M a quarter.
  • The debt grows while you wait: no interest payable until maturity, accreting at SOFR + 4.00%, compounded semi-annually. The December 2027 payoff is closer to $85M.
  • Burn plus payoff less cash on hand: about $122M that has to come from somewhere.
Cumulative cash required, 30 Jun 2026 → 15 Dec 2027
Burn at the current rate, six quarters$89.7M
Term loan at maturity, including accrued interest (SOFR + 4.00%, compounded semi-annually, all payable at maturity)~$85.0M
Less cash on hand at 30 June 2026−$52.9M
Net cash that must be generated~$121.8M
Contribution per HonchoCumulative unitsPer month
(14 selling months)
Per dealer
per week
$500243,60017,39938
$700174,00012,42827
$900135,3009,66621
$1,200101,5007,24916
$1,50081,2005,79913

135,000 Honchos in fourteen months. Twenty-one per dealer, per week.

That is 13.5 times the Grom’s entire annual U.S. volume, in a bit over a year, from a company that sold 923 bikes in the last twelve months through 105 dealers. And the Honcho isn’t shipping in volume yet.

The at-the-market programme is the only other lever, and it isn’t one. The Term Loan sends the first $10.0M of net ATM proceeds to Harley as prepayment. LiveWire has paid $800K of that. Until $10M has gone to the lender, the ATM raises no usable cash. An ATM that pays the bank first. The clause:

The Q3 2026 financing 8-K. Not filed yet.
The Q3 2026 financing 8-K
An S2 and a Honcho on the same floor.
LiveWire dealer floor, 2026
Section 1(c)(iii) of the amended term loan: ATM proceeds must prepay Harley-Davidson up to $10,000,000
Clipped from the filingEx. 10.1 to Form 10-Q · 10 Nov 2025 · Amended & Restated Term Loan, p.4 (DocuSign scan)Open on EDGAR →
A DocuSign scan, not a clean draft. The operative sentence starts “Borrower shall prepay” and ends at $10,000,000.

Past that, $48.4M is undrawn, under 40% of the gap even if fully placed. Placing it means issuing roughly $48M of stock into a 44-million-share float at $1.16, which isn’t a financing so much as a description of what happens to the share price.

DocumentedThe company has said when it is looking

The 5 August 10-Q doesn’t leave the timing open. Management “will continue to actively pursue additional financing during the third quarter of 2026,” and if it can’t, that “could adversely affect its ability to satisfy obligations as they become due.”

That quarter ends 30 September 2026. This is not a 2027 problem being managed at leisure. It is a stated intention to raise money inside a window now measured in weeks, and what that raise looks like will arrive as an 8-K.

InferredWhat the number is actually telling you

Nobody at LiveWire or Harley expects this note to be repaid out of motorcycle sales. The arithmetic is worth doing precisely because the answer is unreachable: December 2027 gets settled by a financial decision, not a commercial one.

Harley holds the note and 78% of the equity. It is on both sides of that decision. No filing says what it intends, and I don’t assert one.

So what · §08
The pointAbout $122 million has to come from somewhere before 15 December 2027, the ATM pays Harley first, and the 10-Q says a raise is being pursued this quarter.
Back to the thesisThe clock is the thesis with a date on it. Nothing the product does moves it.
OutlookWatch for an 8-K in the next few weeks. Its shape, ATM, new instrument, or something from Harley, is the most informative thing that will happen to this company this year.
09 · Analysis, not reporting
HARLEY-DAVIDSON, INC. · NYSE: HOG

What a financial resolution could look like

Read this section differently

Everything before this is sourced to a filing. This section isn’t. It lays out the mechanisms available under instruments already on file, assigns no probabilities, and states no intention on anyone’s behalf. One caveat up front, because the cover line invites it: the documents fix constraints, obligations and incentives, not results. The paperwork does not decide how this ends. It decides who gets to.

No filing says Harley intends to divest, wind down, convert, acquire or take LiveWire private. The closing outlook is my judgment, and says so.

The repositioning, in dated instruments

Read alone, each is housekeeping. Read in order, they describe one thing.

DateInstrument or statement
14 Feb 2024H-D extends a $100M Convertible Delayed Draw Term Loan. If LiveWire cannot repay at maturity, H-D converts to equity. That is a parent's instrument, an equity backstop. It is never drawn.
9 Nov 2025Amended and restated. The conversion feature is removed. A security interest over substantially all assets is added. So are negative covenants blocking asset sales, new debt, liens, investments and fundamental changes. And the first $10.0M of any ATM proceeds is redirected to the lender.
15 Dec 2025$75.0M drawn. Interest accrues at SOFR + 4.00%, compounding semi-annually, nothing payable until maturity.
26 Feb 2026H-D's audited 10-K: “does not plan to make additional investments in LiveWire beyond the amount outstanding under the Term Loan.”
5 May 2026“Back to the Bricks.” Six financial targets, none of them LiveWire. The word “electric” does not appear.

In fifteen months, Harley-Davidson went from parent to secured creditor. It didn’t leave the table. It changed seats.

Every step is a filed instrument with a date on it. What the sequence means is interpretation; that it happened is not. An equity backstop became a secured claim, the borrower got fenced in, and the only equity lever it has left was made to pay the lender first.

Section 1(d)(i) of the amended term loan: grant of security interest over substantially all assets
Clipped from the filingEx. 10.1 to Form 10-Q · 10 Nov 2025 · Amended & Restated Term Loan, p.4, §1(d)Open on EDGAR →
Equipment, fixtures, inventory, accounts, contract rights, IP, goodwill, “all products and proceeds of the foregoing.” That is what “substantially all assets” looks like written out.
UnverifiedOne thing the author does not claim to know

Why the conversion right was removed. Two readings fit. A lender expecting to be repaid has no use for a conversion feature. A lender who would rather hold a secured claim than a diluted stake drops it for the opposite reason.

That is roughly the difference between an extension and a foreclosure, and nothing on file settles it. Anyone who says they know is guessing.

One fact drives the whole set. Harley holds the secured note and ~78% of the equity. In a normal workout a creditor negotiates with shareholders; here they are the same party. The only outside interest is the ~22% public float.

MechanismHow it worksWhat it costs H-D
Extend or amend the note Maturity pushed beyond December 2027, possibly repriced or re-covenanted. Threads the “no additional investments” language, since extending an existing note is not new investment. Nothing today. Preserves every other option.
Convert debt to equity Correction worth noting: H-D used to hold this as a contractual right. The February 2024 Convertible Delayed Draw Term Loan let H-D convert amounts outstanding to equity at maturity if it determined, reasonably and in good faith, that LiveWire lacked the financial wherewithal to repay. That facility was never drawn, and the November 2025 amendment and restatement removed the conversion feature. A conversion today would require a fresh negotiated agreement, not the exercise of an existing right. The arithmetic if it happened: at $1.20, $85M is roughly 71 million shares, taking H-D from ~78% toward ~88%. Delaware's short-form merger provision becomes available at 90%, above which a parent may squeeze out minority holders without a shareholder vote. No cash. Dilutes the minority substantially.
Harley's consent right over all of it The Term Loan carries negative covenants restricting LiveWire's ability to incur indebtedness, create liens, sell assets, make investments, make fundamental changes, pay dividends, or enter into affiliate transactions. Selling STACYC, raising senior money, or merging with anyone plausibly requires the lender's agreement. Nothing. It already holds it.
Take-private Acquire the float. Requires a Schedule 13E-3, a special committee of independent directors, and a fairness opinion. That is the function the conflicts committee described on the 2021 investor call was created to perform. ~$54M at market, and minority squeeze-outs typically carry a 30–50% premium. Less than another year of funding.
Sale to a third party KYMCO is the structurally obvious counterparty: existing shareholder, manufacturer of the volume product, short on Western brand and distribution. Complicated by the secured note sitting ahead of all other claims. Recovers something; crystallises the loss.
Break-up STACYC is separable and profitable: 45.6% gross margin and positive operating income in Q2 2026. It would sell readily. Selling it also removes the only profitable segment and makes the remainder strictly worse. Raises cash. If STACYC is sold, the remainder is being prepared for wind-down, not growth.
Outside capital Named directly in H-D's own risk factor: “the ability of LiveWire to obtain sufficient funding from sources other than the Company.” A new investor would face a $75M annual loss, a secured creditor ahead of them, and a 78% controlling holder above them, and would likely require H-D to subordinate or convert first. Nothing, but routes back to conversion.
Secured-creditor remedies The note is secured by substantially all assets. On default, foreclosure (or a reorganisation with H-D as debtor-in-possession lender and stalking-horse bidder) transfers the assets and leaves the public equity behind. A documented legal right, recorded here for completeness. Recovers assets. Wipes out the minority.
Delisting Compliance is fragile: the shares were non-compliant with NYSE Section 802.01C as recently as July 2026 and trade at $1.16 as of 3 September 2026. A move off the exchange reduces the cost of being public and destroys what the 2022 business combination was for. Nothing. Passive.

The incentive that probably sets the timing

Every target in “Back to the Bricks” is an HDMC target: EBITDA above $350M by 2027, 25–30% gross margin, opex under 20% of sales. LiveWire’s $70–80M annual drag isn’t in those metrics but it is in the consolidated results. Anything that deconsolidates LiveWire improves the reported picture at the cost of crystallising the loss. That tension is the most plausible driver of when, whatever the what.

What to watch, in order of information value

Filing or eventWhat it would indicate
SC 13E-3, a special committee announcement, or a 13D/AA take-private in motion. Note that no Schedule 13D has ever been filed on LiveWire; its appearance would itself be the news.
8-K recording a share issuance to H-D; share count jumpsDebt conversion. Check immediately whether it crosses 90%.
8-K amending the credit agreementExtension. The date moves; nothing else does.
8-K disposing of STACYCBreak-up. The strongest single signal in the set.
SC 13D by a new party, or a merger agreementThird-party sale.
Forbearance language, or a going-concern qualification in the FY2026 10-KThe distressed path.
A new NYSE deficiency notice, or a Form 25Delisting.
Aggressive ATM drawdownDistress. Only 3.2% of the $50M programme has been placed, and the first $10.0M of net proceeds goes to Harley-Davidson before LiveWire sees a dollar. Heavy use at these prices would be a decision made under pressure.

The Harley-Davidson read-through

LiveWire is a $247M company with a 44-million-share float. Harley is a $27.81 stock that actually trades. The bigger question for most readers is what LiveWire is doing to the parent’s numbers, and what changes if it stops.

Harley consolidates LiveWire as one of three segments. LiveWire’s losses run straight through H-D’s income statement, reduced only by the slice attributed to minority holders.

Q2 2026, from both filingsAmount
LiveWire net loss (LVWR 10-Q)$(18,213)K
Loss attributed to noncontrolling interests (HOG 10-Q)$(824)K4.5%
Borne by Harley-Davidson$(17,389)K95.5%
H-D net income attributable, as reported$79,805KEPS $0.75
Same figure with LiveWire's loss removed$97,194K+21.8%
UnverifiedAn anomaly worth flagging, and not explaining away

On a straight 78/22 split the minority would eat about $4.0M of the quarter’s loss. The filed figure is $824K, or 4.5%.

So Harley is carrying about 95% of an economic loss in a company it owns 78% of. There are ordinary explanations: loss attribution once minority equity is exhausted, basis differences, intercompany margin eliminations. I don’t know which applies. Both figures are filed and the gap is large; working out the cause needs H-D’s equity roll-forward and is beyond this brief.

On the half year: LiveWire’s H1 net loss was $36.3M, $1.5M of it to minorities. Strip out the remainder and H-D’s attributable net income goes from $104.6M to $139.4M, a third higher, and H1 diluted EPS from $0.97 to about $1.33. Annualised, LiveWire is worth on the order of $0.65 of Harley EPS.

CalculatedWhat that arithmetic does not say

Removing a loss is not the same as deconsolidating a business. Three things sit between that arithmetic and any real outcome, and all three cut against it:

Harley makes money from LiveWire. Cost-plus manufacturing, a monthly services fee, HDFS floorplan, and now SOFR + 4%. Those revenues leave with the customer. The net benefit of separation is smaller than the loss it removes, possibly much smaller.

Deconsolidation crystallises a charge. H-D carries an investment in LiveWire and a $76.8M secured receivable. What comes off the balance sheet, and at what value, needs Harley’s own carrying value, which this brief hasn’t established.

The targets already exclude it. LiveWire never appears in the metrics management is measured on, but it does appear in the results shareholders get paid on. That gap is the whole tension.

Which reframes the question for anyone holding HOG rather than LVWR. Harley is absorbing roughly $70M a year, about $0.65 of EPS, from a segment absent from its own plan and whose funding it has publicly capped. The strategic decision is made and disclosed. The accounting hasn’t caught up. When it does, the reported numbers move: one way on earnings, possibly the other on a one-time charge.

Ground Truth No. 02 takes up the parent: Harley’s carrying value of LiveWire, the write-off arithmetic, and whether Back to the Bricks is reachable on HDMC alone.

Outlook: my judgment Inferred

The commercial question is settled, and arithmetic settled it. Clearing December 2027 on product needs roughly 135,000 Honchos in fourteen months, in a segment whose best seller does 10,000 a year with Honda behind it. No ramp closes that. The Honcho may be a good motorcycle; it cannot be a solvency event.

At the realistic figure, about 2,000 units, the position is worse than neutral: 3% of annual burn covered, a probable deficit fee against a minimum it can’t meet, and Harley pushed below the 40% floor. Nothing under roughly 40,000 units changes a conclusion here.

So the financial question is the only live one, and one party decides it. Harley holds the note, the lien, 78% of the equity, the board, the covenants, the manufacturing, the dealer financing, the building, and a services agreement it can cancel on ninety days’ notice. There is no counterparty with leverage. The public float has a ticker symbol and a very good view.

Timing points to the first half of 2027. Twelve months of runway lands around August 2027; the note matures in December. And the FY2026 10-K arrives around February 2027, when an auditor has to take a going-concern view with nine months of cash against $85M coming due.

Base case: extension or restructuring on Harley’s terms. Cheapest path, keeps every option open, no write-off headline, and Harley controls both sides of the table. The tell is an 8-K amending the credit agreement.

What would surprise me is outside capital. The lien and the covenants make LiveWire close to unfundable by anyone willing to rank behind Harley, which is the practical meaning of the risk factor about funding “from sources other than the Company.”

A complication nobody has priced. Four vehicle programmes in flight: S2, Honcho, Dust, and the undisclosed Parisian. Minimum-volume commitments to two manufacturers. A $23.9M R&D budget and about 150 people. I have watched OEMs with ten times the headcount struggle to carry four platforms.

InferredWhat this brief does not conclude

That LiveWire fails. A controlled restructuring by a parent that owns 78% isn’t a failure event; it is a change in who owns it and on what terms.

The people running the company cut cost per bike 47% in two years, cut operating burn 18%, run a profitable STACYC business and rebuilt a dealer network they had cut by 30%. That is execution. I have seen far worse from far bigger companies.

What the filings describe is not a company run badly. It is a company whose position was fixed by the end of 2025, and whose remaining decisions belong to someone else. What follows: the tape, the scorecard, and the people who did the work anyway.

So what · §09
The pointHarley holds the note, the lien, 78% of the equity, the board, the manufacturing, the services contract and the dealer financing. It negotiates with itself.
Back to the thesisThis is the answer to “who fixes it”: not the team, not the market, not outside capital.
OutlookBase case: extension or restructuring on Harley’s terms, first half of 2027, triggered by the going-concern question in the FY2026 audit.
Part I Part II Part III Part IV Part V Part VI
LIVEWIRE GROUP · NYSE: LVWR
Part V

The tape

What the market did with all of this, and what the people inside did with the market.

The pointInsiders sold only on retail spikes, never bought a share, and 36 of 38 sales were followed by a lower price.
Why it mattersThe people with the best information priced the stock the way this brief does. Nothing irregular; everything informative.
LVWR on the tape.
LVWR on the tape
10 · The tape
LIVEWIRE GROUP · NYSE: LVWR

What the stock did, and what insiders did with it

Four years of share price with every reported insider trade laid over it. No names. The pattern is the point.

FIG 12Every insider sale, against the price that made it possibleSept 2022 – Sept 2026
$0 $3 $6 $9 $12 2023 2024 2025 2026 JUN 2025 JUL 2026 $1.16 $10.15
DocumentedClose of the business combination, 26 September 2022, to 3 September 2026. Each circle is one open-market sale (code S) at its execution price, area proportional to proceeds. Shaded bands are the two selling clusters: June 2025 (seven sellers, $2.07M) and July 2026 (four sellers, $0.78M). Forms 4 and 4/A.
  • The line goes from about $10 to $1.16.
  • The circles only ever appear on the way up. Spikes, never troughs.
  • One kind of mark never appears at all: a purchase.
Across four years as a public companySharesValue
Granted to insiders5,605,088
Withheld by the company for taxes (code F, not a market sale)494,607$2,213,428
Sold on the open market (code S)788,446$3,748,777
Bought on the open market (code P)0$0

All Forms 3, 4, 4/A and 5 filed under CIK 0001898795, 26 September 2022 to 3 September 2026, parsed from the SEC’s XML: 134 ownership filings, 141 reported transactions, 16 officers and directors. Two amended transactions counted once. Value is shares × reported price.

In four years as a public company, no officer or director has bought a single share on the open market. Not at $10, not at $12.29, not at $0.65. Common enough, people paid in stock rarely buy more, but it is the one signal that costs nothing to send and has never been sent.

FIG 13Insider selling, by monthProceeds, code S
MAY 2024 $477,618 JUN 2024 $11,985 NOV 2024 $72,442 DEC 2024 $327,647 JUN 2025 $2,066,545 DEC 2025 $16,895 JUL 2026 $775,645
CalculatedOpen-market proceeds by month. Seven months in four years contain any selling; the two highlighted months are 81% of shares sold and 76% of proceeds.

Both clusters follow the same event: a retail-driven spike with nothing from the business behind it.

  • May–June 2025. The stock went from $1.01 to $4.50 in a week on 220 million shares. Over the next fortnight seven insiders sold $2.07M at $5.50 to $8.60.
  • July 2026. From $0.66 to an intraday $3.57 on 233 million shares; the 386% release was the spark. In the three days after, four insiders sold $776K at $1.98 to $2.38. Same week the company disclosed the NYSE letter it had held since release day.
DocumentedWhat the record supports, and what it doesn’t

The calendar was clean. The delisting letter was disclosed inside the four business days the rule allows. The July sales sit inside the normal post-results window. Nothing here alleges otherwise.

The timing was a choice. Not one of the 38 sales in four years was under a 10b5-1 plan; the box is on every Form 4 and it is zero on all of them.

The July lots had not just vested: the Forms 144 show them acquired six weeks to two and a half years earlier, held through every prior window, and sold in the one week the stock traded above $2. Not improper. Price-sensitive. It tells you what the people with the best information thought their stock was worth while retail paid triple.

They are still long. Every July seller kept far more in unvested units than they sold, in the largest case about six times as much. Nobody exited. They took a slice of a window that hadn’t existed the week before.

And the timing has been good. 36 of 38 sales were followed by a lower price six months later. In a stock down 88% since the merger that takes no foreknowledge; it is what selling into strength looks like when the trend only goes one way. $1.16 on 3 September.

So what · §10
The pointInsiders sold only into retail spikes, never under a 10b5-1 plan, never bought, and were right 36 times out of 38.
Back to the thesisThe people with the best information about this business priced it the way the filings do.
OutlookThe next spike will tell you whether that has changed. If the pattern holds, the Forms 4 arrive within three days of it.
Part I Part II Part III Part IV Part V Part VI
LIVEWIRE GROUP · NYSE: LVWRHARLEY-DAVIDSON, INC. · NYSE: HOG
Part VI

The final word

What was promised, what was delivered, who did the work, and who holds the pen.

The pointThe team hit every spending number and no volume number. Harley didn’t leave. It changed seats.
Why it mattersOutlook: the resolution is financial, on Harley’s terms, most likely in the first half of 2027. The tell is an 8-K amending the credit agreement.
Same building, different chair
11 · The scorecard
LIVEWIRE GROUP · NYSE: LVWRHARLEY-DAVIDSON, INC. · NYSE: HOG

What was promised. What was delivered.

Every forecast below was made by LiveWire or Harley in a filed document, and every result is from a filing too. Where guidance was revised mid-year, both numbers are shown and the verdict says which one was hit.

SaidByThe forecastWhat actually happenedVerdict
13 Dec 2021H-D CFO, merger call“approximately 100,000 units by 2026”923 motorcycles in the twelve months to 30 June 2026Miss: 0.9% of plan
13 Dec 2021H-D CFO, merger callrevenue “from $35 million today to almost $1.8 billion by 2026”$31.3M trailing twelve months. Below the starting point.Miss: 1.7% of plan
13 Dec 2021H-D CFO, merger callprofitable on both an EBITDA and cash flow basis in 2026”H1 2026 operating loss $(35.7)M; parent guides a $70–80M loss for the yearMiss
Dec 2021 / Feb 2022H-D 10-KDeal funded by ABIC’s $400M trust “assuming no redemptions,” plus $100M from H-D and $100M from KYMCOHolders of 36.6M shares redeemed $368.1M. About $34M of the trust reached the company.Miss: 91.5% redeemed
Feb 2023H-D 10-K / LVWR2023: 750–2,000 units; operating loss $115–125MAug 2023: units cut to 600–1,000. Delivered 660; loss $116.8MUnits: miss, hit after cut
Loss: hit
Feb 2024H-D 10-K / LVWR2024: 1,000–1,500 units; operating loss $115–125MApr: loss improved to $105–115M. Nov: units cut to 600–1,000. Delivered 612; loss $109.6MUnits: miss, hit after cut
Loss: beat
Feb 2025H-D 10-K / LVWR2025: 1,000–1,500 units; loss $70–80M; cash use ~$60M; “reduce our cash burn by 40% or more”May: units withdrawn, loss ~$59M. Jul: $59–69M. Nov: $72–77M. Delivered 653 units; loss $75.0M; cash use about $57M (derived)Units: withdrawn (would have missed)
Loss: hit the third guide, missed the second
Cash and burn cut: hit
Feb 2025H-D 10-KHarley-Davidson 2025 diluted EPS “flat to down 5%” vs $3.44$2.78, down 19%Miss
Feb 2026H-D 10-K2026: LiveWire operating loss $70–80M. No unit guidance given, for the first time.H1 2026: $(35.7)M, an 8.3% improvement on H1 2025On pace
Feb 2026H-D 10-KThe forecast that replaced the forecast: H-D “does not plan to make additional investments in LiveWire beyond the amount outstanding under the Term Loan”$75M drawn Dec 2025; secured; ~$85M due 15 Dec 2027. LiveWire says it will “actively pursue additional financing during the third quarter of 2026”Pending. The only forecast that matters now
5 May 2026H-D, Back to the BricksHDMC EBITDA above $350M by 2027; 25–30% gross margin; opex under 20% of sales. LiveWire: not mentioned. Wholesale shipments of 130,000–135,000 Harley-Davidsons in 2026.H1 2026 HDMC operating income $91.3M, down $86.3M year on year. Too early to score.Pending

Forecasts: LW EV Holdings Form 425 (14 Dec 2021); HOG 10-K FY2021, FY2022, FY2023, FY2024, FY2025; HOG 10-Qs of 10 May 2023, 9 Aug 2023, 6 May 2024, 6 Nov 2024, 6 May 2025, 6 Aug 2025, 5 Nov 2025; LVWR 8-Ks of 5 Feb 2025, 1 May 2025, 30 Jul 2025 and 4 Nov 2025. Results: LVWR 10-K FY2022–FY2025 unit tables (wholesale plus company retail, the company’s own “Electric Motorcycle unit sales” measure); LiveWire segment operating loss as reported by Harley-Davidson in its 10-Ks; LVWR 10-Q Q2 2026. 2025 cash use is derived from the filed cash balances ($64.4M to $82.8M) net of the $75M loan draw and is approximate.

FIG 14Guided vs. delivered: motorcycle units2023 – 2025
05001,0001,5002,0002023GUIDEDCUT TO6602024GUIDEDCUT TO6122025GUIDEDWITHDRAWN6532021 PLAN FOR 2026: 100,000 (48× THE TOP OF THIS AXIS)
DocumentedGrey bars are February guidance; the lighter bar the mid-year cut. Magenta dot is what shipped. Original unit guidance: never met, cut every year, withdrawn in 2025.

Where the forecast actually lives

People ask where LiveWire publishes its unit guidance. Mostly, it doesn’t. LiveWire’s own 10-K has never carried a forward volume number. It is in Harley’s annual report instead: one paragraph in the MD&A Outlook, wedged between the HDMC margin guide and the HDFS guide.

LiveWire repeats it in the bullets of its earnings 8-K. Four annual reports, clipped below. Watch the number: 750–2,000, then 1,000–1,500, then 1,000–1,500 again, then gone.

FIG 15The volume guidance, as filedFour annual reports · two earnings releases
2023 · 750–2,000 unitsDelivered 660
Harley-Davidson 10-K FY2022 · filed 24 Feb 2023 · MD&A, Outlook
Clipped from the filingHarley-Davidson 10-K FY2022 · filed 24 Feb 2023 · MD&A, OutlookOpen on EDGAR →
2024 · 1,000–1,500 unitsDelivered 612
Harley-Davidson 10-K FY2023 · filed 23 Feb 2024 · MD&A, Outlook
Clipped from the filingHarley-Davidson 10-K FY2023 · filed 23 Feb 2024 · MD&A, OutlookOpen on EDGAR →
2025 · 1,000–1,500 unitsDelivered 653
Harley-Davidson 10-K FY2024 · filed 26 Feb 2025 · MD&A, Outlook
Clipped from the filingHarley-Davidson 10-K FY2024 · filed 26 Feb 2025 · MD&A, OutlookOpen on EDGAR →
2026 · no unit numberLoss only
Harley-Davidson 10-K FY2025 · filed 26 Feb 2026 · MD&A, Outlook
Clipped from the filingHarley-Davidson 10-K FY2025 · filed 26 Feb 2026 · MD&A, OutlookOpen on EDGAR →
LiveWire, in its own voiceSame numbers
LiveWire 8-K · 2 Feb 2023 · Ex. 99.1, “2023 Financial Outlook”
Clipped from the filingLiveWire 8-K · 2 Feb 2023 · Ex. 99.1, “2023 Financial Outlook”Open on EDGAR →
Withdrawn three months later1 May 2025 8-K
LiveWire 8-K · 5 Feb 2025 · Ex. 99.1, “2025 Financial Outlook”
Clipped from the filingLiveWire 8-K · 5 Feb 2025 · Ex. 99.1, “2025 Financial Outlook”Open on EDGAR →
DocumentedSix documents, one sentence each, and the sentence gets shorter every year. By FY2025 the parent guides the loss and nothing else. On 1 May 2025 LiveWire pulled the unit range itself: uncertainty “limits our ability to provide updated units projections with the necessary level of precision and reliability, we have chosen to withdraw our previously issued units guidance at this time.” A company that stops telling you how many it will sell has usually stopped knowing.
InferredThe pattern, in one sentence

LiveWire hits its spending numbers and misses its volume numbers. Every year. Loss guidance: met 2023, beaten 2024, met 2025 after two revisions. Unit guidance: missed, missed, withdrawn, not offered. That is a company that can control what it spends and cannot control what it sells, and the 2021 plan it was sold on was a volume plan.

The one number that never moved is the deadline. 2026 was the year everything was supposed to happen. It is 2026.

So what · §11
The pointEvery loss number hit. Every volume number missed, cut or withdrawn. The unit guidance lives in Harley’s 10-K, not LiveWire’s, and has now disappeared.
Back to the thesisOne percent of plan is not a single bad year. It is five consecutive Februaries of the same pattern.
OutlookThere is no volume guidance for 2026. Whatever gets sold this year, nobody put a number on it in advance.
12 · Credit where it’s due
LIVEWIRE GROUP · NYSE: LVWR

The people did the work. The paperwork didn’t.

Most of this brief is contracts and a loan. Before the final word, what the people inside LiveWire actually pulled off, each one filed, each one real, each one followed by why it still isn’t enough. That second line is the whole story: not a lineup problem the engineers can fix, not a demand problem the dealers can fix. A structure problem, and structure lives in exhibits.

The team that cut cost per bike 47%.
LiveWire, Milwaukee
The only segment that makes money.
STACYC
−47%
Cost per motorcycle · 2024 → Q2 2026
$44,147 to $23,172 a unit in two years. Real engineering, real sourcing, real fights with suppliers. Nobody hands you that.
Why it isn’t enoughCost is still $23,172 against $11,483 recognised. Halving the cost of a thing you sell at a loss still leaves a loss.
−61%
Loss per unit · two years
Operating loss per bike down to $67,566 from an almost theoretical number. Right direction, fast.
Why it isn’t enoughAt $67,566 a unit, every bike sold moves the company further from December 2027. The overhead doesn’t scale down with the sticker.
−18.4%
Operating cash burn · H1 2026 vs H1 2025
Operating cash burn from $32.4M to $26.4M in a half. On a company this size, discipline.
Why it isn’t enough$26.4M a half is still $52.9M of cash against ~$85M due in fifteen months. Better burn buys weeks, not a maturity.
45.6%
STACYC gross margin · Q2 2026
Revenue $5.5M, gross profit $2.5M, positive operating income. The balance-bike business is a real business, and the only segment that makes money.
Why it isn’t enoughA few million a year against $62M of Electric Motorcycles opex. It is also the most saleable asset LiveWire owns, and the covenants restrict selling it.
171%
Retail sell-through · Q2 2026
Retail beat wholesale in Q2 and H1: 293 vs 267, 412 vs 358. Dealer stock went down. Not channel stuffing. The demand is real at its scale.
Why it isn’t enoughIts scale is 923 a year. The plan was 100,000. Real demand at one percent of plan is still one percent of plan.
105
Dealers · 88 → 96 → 105
Cut the network 30%, then rebuilt it: 88, 96, 105. Rebuilding a network you just cut is harder than building one.
Why it isn’t enough105 doors cannot retail what 1,000 can. Every breakeven number in this brief divides by 105. That is why they come out at twelve, twenty-one, thirty-eight a week.
$23.9M
R&D · down from $54.1M
R&D from $54.1M to $23.9M, headcount 182 to about 150, while starting the Honcho and closing Dust. A small team carrying a lot.
Why it isn’t enoughFour platforms now sit on that budget, with minimums owed to two manufacturers. Discipline is not capacity.
$4,999
S4 Honcho · built by KYMCO
A new platform, at a new price, from a new manufacturer, into production in the middle of all this. Launching anything under these conditions is an achievement.
Why it isn’t enoughA minimoto entering the Grom’s segment at a 39% premium with a take-or-pay minimum behind it. At any plausible volume it costs money. At 135,000 it clears the loan. Nothing in between exists.

All figures from LVWR Form 10-K FY2025 and Form 10-Q Q2 2026, and the Q2 2026 earnings release; per-unit figures are arithmetic on filed numbers as shown in §06. The 2021 plan of record is from the Form 425 of 14 December 2021.

So here is the fair summary, and I would say it to any of them to their face. This team inherited a $2.31 billion valuation, a 100,000-unit promise and a cost structure built for a company ten times its size. They cut, sourced, re-priced, rebuilt a network and launched two platforms.

What they don’t have is a lineup with volume in it. What they can’t get is a set of contracts that let them win if they found one. You cannot execute your way out of cost-plus, take-or-pay, a services contract Harley can end on ninety days’ notice, and a secured note held by your own parent. Those were signed by people above them, some before most of them arrived.

GETS PAID ON EVERY FRONT NINE CONTRACTUAL CHANNELS · ALL FILED · ALL RUNNING NOW ON THE WAY UP Cost-plus manufacturing Every S2 bought at H-D cost + mark-up CMA · 26 SEP 2022 Monthly services fee Payroll, IT, engineering, the building MSA · DEC 2024 78% of the equity Any upside is mostly Harley’s FORM 3 · SEP 2022 ON THE WAY DOWN SOFR + 4% on $76.8M Accreting to ~$85M, nothing due until Dec 2027 TERM LOAN · NOV 2025 First $10M of the ATM Equity raised goes to the lender first §1(C)(III) HDFS floorplan Dealers finance LiveWire stock through Harley 10-K FY2025 ON THE WAY OUT Lien over substantially all assets Equipment, inventory, IP, goodwill, proceeds §1(D) Covenants on asset sales Nothing leaves without the lender’s say TERM LOAN Ninety days’ notice Services end for convenience MSA §8.4 PAYS ALL NINE · 923 MOTORCYCLES A YEAR · $70–80M LOSS 22% PUBLIC FLOAT CARRIES THE RISK · COLLECTS NONE OF THE FEES
InferredThe final word · Harley-Davidson

Harley didn’t leave. It changed seats.

In 2021 Harley-Davidson sold the world a $2.31 billion electric motorcycle company and said, on a call filed with the SEC, 100,000 units and $1.8 billion by 2026. In 2026 it is 923 and $31M, and Harley’s own annual report says it “does not plan to make additional investments in LiveWire beyond the amount outstanding under the Term Loan.”

Between those two sentences Harley moved from the parent’s chair to the banker’s. It still builds the bikes, at cost-plus. Still charges the services fee. Still floors the dealers. Now collects SOFR + 4% on $76.8M secured on substantially all of LiveWire’s assets, with a services agreement it can end on ninety days’ notice. It gets paid on the way up, on the way down, and on the way out.

The only party carrying LiveWire’s risk without collecting LiveWire’s fees is the 22% public float, and, through consolidation, Harley’s own shareholders, at about $0.65 a share a year.

I ran product at Harley. I know how a program like this gets born, and I know the meeting where its funding gets quietly cut off. Nothing in these filings is illegal, unusual or even unwise from Harley’s chair.

It is what a company looks like once it has decided, and written the decision into contracts while saying nothing in a press release. When the 8-K amending the credit agreement lands, and it will, remember the terms were set in November 2025. The 386% was just the thing that got everyone to look.

So what · §12
The pointCost per bike down 47%, burn down 18%, a profitable STACYC business, a rebuilt dealer network, a new platform launched. All real, all filed.
Back to the thesisNone of it touches the structure. That is the whole thesis: the people did the work and the paperwork decided the ending.
OutlookHarley gets paid on the way up, on the way down and on the way out. When the credit-agreement 8-K lands, remember the terms were set in November 2025.
13 · Sources

Every document, linked

Each row opens the filing on EDGAR. Nothing here rests on a secondary source or somebody else’s summary.

DocumentFiledWhat it supportsLink
Form 10-K, FY2025
LiveWire Group, Inc.
20 Feb 2026 Manufacturing and services agreement summaries; 2027 minimum volume commitments; segment results; NRV commentary Open on EDGAR →
0001898795-26-000028
Form 10-Q, Q2 2026
LiveWire Group, Inc.
5 Aug 2026 Q2 segment results; unit sales; NRV adjustment of $2,204K; cash flows; Term Loan terms; Item 5 severance amendment Open on EDGAR →
0001898795-26-000085
Form 10-K, FY2024
LiveWire Group, Inc.
21 Feb 2025 2023 provision for excess inventory components held by H-D ($6,126K); revised MSA summary Open on EDGAR →
0001898795-25-000055
Form 10-K, FY2023
LiveWire Group, Inc.
23 Feb 2024 Original MSA terms including the 8% mark-up; FY2021–FY2023 income statement Open on EDGAR →
0001898795-24-000066
Form 8-K: Q2 2026 results
LiveWire Group, Inc.
23 Jul 2026 Item 2.02. The earnings release announcing 386% unit growth Open on EDGAR →
0001898795-26-000064
Form 8-K: NYSE notice
LiveWire Group, Inc.
29 Jul 2026 Item 3.01. Non-compliance with NYSE Section 802.01C, received 23 July 2026 Open on EDGAR →
0001898795-26-000078
Form 8-K: Dust acquisition & KYMCO agreement
LiveWire Group, Inc.
22 May 2026 Ex. 10.1 Dust Asset Purchase Agreement (consideration up to $14.75M). Ex. 10.2 Amended & Restated KYMCO Contract Manufacturing Agreement: Parisian maxi-scooter, Minimum Annual Volume Commitment, Order Deficit Impact Fee Open on EDGAR →
0001193125-26-237206
Form 8-K: Term Loan
LiveWire Group, Inc.
29 Dec 2025 $75.0M drawn under the Amended and Restated Delayed Draw Term Loan Open on EDGAR →
0001193125-25-335418
Form 8-K: Master Services Agreement
LiveWire Group, Inc.
26 Dec 2024 Ex. 10.1 Amended & Restated MSA. §8.3(c) the 40% clause; §8.4 termination for convenience on 90 days Open on EDGAR →
0001898795-24-000327
Definitive proxy (DEF 14A)
LiveWire Group, Inc.
9 Apr 2026 Beneficial ownership; board composition; related-party transactions Open on EDGAR →
0001140361-26-014000
Form S-4: business combination
LW EV Holdings, Inc.
7 Feb 2022 The SPAC registration statement and the original separation agreements Open on EDGAR →
0001193125-22-029818
Form 10-K, FY2025
Harley-Davidson, Inc.
26 Feb 2026 “Does not plan to make additional investments in LiveWire”; LiveWire guided to a $70–80M operating loss; MIC 601cc+ registrations Open on EDGAR →
0000793952-26-000011
Form 10-K, FY2022 – FY2024
Harley-Davidson, Inc.
24 Feb 2023 · 23 Feb 2024 · 26 Feb 2025 LiveWire unit and operating-loss guidance for 2023, 2024 and 2025 (MD&A Outlook), clipped in §11; LiveWire segment operating loss as reported by the parent Open on EDGAR →
0000793952-23-000046 · -24-000076 · -25-000063
Form 8-K, Ex. 99.1: FY2022 and FY2024 results
LiveWire Group, Inc.
2 Feb 2023 · 5 Feb 2025 LiveWire’s own “Financial Outlook” bullets: 750–2,000 units for 2023; 1,000–1,500 units and $70–80M loss for 2025 Open on EDGAR →
0001898795-23-000005 · 0001898795-25-000017
Form 8-K, Ex. 99.1: Q1 2025 results
LiveWire Group, Inc.
1 May 2025 Unit guidance withdrawn; operating-loss target moved below $60M Open on EDGAR →
0001898795-25-000098
Form 8-K: “Back to the Bricks”
Harley-Davidson, Inc.
5 May 2026 The five-year strategic plan. Six financial targets, no LiveWire target, no use of the word “electric” Open on EDGAR →
0000793952-26-000029
Form 425: merger investor call transcript
LW EV Holdings, Inc.
14 Dec 2021 The plan of record: ~100,000 units and ~$1.8B revenue by 2026; 25–30% long-term gross margin; $2.31B post-money equity value Open on EDGAR →
Form 3: initial statement of beneficial ownership
Harley-Davidson / ElectricSoul, LLC
26 Sep 2022 H-D’s only ownership filing on LVWR. Filed jointly by ElectricSoul, LLC, Harley-Davidson Motor Company Group, LLC and Harley-Davidson, Inc. No Schedule 13D has ever been filed on LiveWire. Open on EDGAR →

Non-SEC sources: manufacturer pricing pages, linked at the point of use. No MIC figure is reproduced; where segment volume appears, it is my own estimate and says so.

The complete archive

Written against a full local copy of both companies’ filings: 260, reconciled against EDGAR with zero missing. 153 for LiveWire from 2021, 107 for Harley from 2022. Claims were checked against the documents, not against reporting about them.

14 · Method & standing

Who wrote this, and how

William Weppner
Contact Patch Advisory

I’m an independent expert witness and litigation consultant. EV and powersports product liability. Contact Patch Advisory is the practice.

I spent most of my career inside the companies this brief is about. At Harley-Davidson I ran product for Touring, CVO and Trike, the lines that pay for everything else on Juneau Avenue. Before that, sales planning lead for the CRF range at Honda and planning lead on the Grom, the bike that still defines the segment LiveWire is entering. Later, product development at Super73, OEM sales at Sena, and Faction MX, which I founded and sold.

I race motocross at expert level and I ride constantly. It matters here for one reason: when this brief says what a bike costs to build, what a dealer can retail in a season, or how much a segment will absorb, those are calls I made for a living, not things I pulled from a spreadsheet.

Nobody else is doing this particular job. The analysts don’t read manufacturing agreements. The powersports people don’t read 10-Ks. I do both, and the gap between what these companies announce and what they file is where the story usually is.

Practice
Independent expert witness & litigation consultant: EV and powersports product liability
Harley-Davidson
Product Manager: Touring, CVO, Trike
Honda
Sales Planning Lead: CRF line; planning lead, Grom
Super73
Director of Product Development
Sena Technologies
Director of OEM Sales
Faction MX
Founder, sold to private equity
Also
Amphenol Nova Sensor · LID Technology · expert-level motocross racer

Left: the Low Rider on the freeway. Middle: leading a group through the canyons. Right: the day job on weekends.

Standing and independence

I hold no position in LiveWire Group, Harley-Davidson, or any company named here: long, short, or derivative. I have no engagement, adverse or friendly, with any of them.

Where a conclusion rests on my time in the industry rather than a document, I say so. Where an earlier version of this was wrong, the fix is in the log at §14, not made quietly. If something here is wrong, tell me.

Method

Primary documents first. Figures come from filed financial statements or are computed from them, and the computation is shown.

Derived figures are labelled. Per-unit economics, trailing-twelve-month revenue and breakeven volumes are arithmetic on filed numbers, identified in the captions.

Fact and opinion are separated. Sections 01–08 are sourced. Sections 09, 10 and 12 are judgment, and say so. Where an interpretation rests on my industry experience rather than a document (as with the undefined term “production”), it is marked as my reading.

Evidence status

Major findings carry one of five tags, so a reader can see at a glance what kind of claim is being made and how to attack it.

DocumentedStated in a filing, contract or transcript, and linked to it.
CalculatedArithmetic on documented numbers, with the computation shown.
InferredA conclusion supported by more than one documented fact, but stated by none of them.
Industry contextMy professional experience or established industry practice, not a document.
UnverifiedPlausible, and not independently establishable from public information.

Corrections log

Each of these was asserted in an earlier revision and corrected on reading the document. The log is published because a method is only worth what its error-handling is worth.

What was claimedWhat the document said
A U.S. segment size derived by dividing worldwide units by a U.S. retail share.Invalid on its face: worldwide numerator, U.S. denominator. Removed, and replaced with MIC 601cc+ registrations as a sourced denominator.
Average selling price of $13,655 per motorcycle.That divided total segment revenue, including parts and apparel, by motorcycle units. True ASP is $11,483.
A gross loss of $9,517 per motorcycle, presented without qualification.Roughly 87% of it was the year-over-year increase in net realisable value adjustments, not build cost at sale.
The 40% manufacturing clause had lapsed with the 2022 agreement.It is live and appears in the current 10-K. The search that missed it looked for “40%”; the filing spells it “forty percent”.
The 40% clause caps how much production can move to KYMCO.§8.4 lets either party terminate for convenience on 90 days' notice. H-D needs no trigger at all; the 40% route is slower. The clause is evidence of intent, not a cap.
Exhibit 10.2 to the 8-K of 22 May 2026 is an amended Harley-Davidson manufacturing agreement.It is the KYMCO agreement, and its Exhibit A (products, volumes, prices) is redacted under Item 601(b)(10).
Dust Moto was acquired for $375,000.$375K cash, plus $500K of stock at closing, three annual $875K stock instalments, and up to $11.25M of contingent earn-out. Up to $14.75M.
Debt-for-equity conversion is a mechanism available to Harley-Davidson.It was, under the February 2024 facility, which was never drawn. The November 2025 restatement removed the conversion feature.
NYSE compliance was regained on 3 August 2026.No filing says so. The company has announced no return to compliance and the 5 August 10-Q does not mention the notice. Restated as the author’s reading of the Exchange’s month-end cure test against the 31 July close, with the 23 January 2027 cure deadline shown as the filed position.
The ~10,000-unit Grom volume is sourced to MIC registration data.It is not a published statistic and is not reproduced from MIC. It is the author’s own estimate, formed as planning lead on the Grom program at American Honda, and is now labelled as judgment rather than as a cited figure.
The December 2027 obligation is $76.8M.Interest accrues at SOFR + 4.00% compounded semi-annually with nothing payable until maturity. The payoff is nearer $85M.
Q2 2026 purchases were driven by minimum volume commitments.The Harley minimums begin in calendar 2027. Those purchases were discretionary.
The write-down is “arithmetic proof” that the cost-plus transfer price exceeds market value.The filing establishes that carrying cost exceeded net realisable value; it does not itemise the cost. The cost-plus mechanism is now labelled as an inference from the agreement and the filing together, in §00, §04 and §06.
The 76% share figure most likely rests on MIC data in which classification is declared by the manufacturer.Not needed to make the point and not established from any filing. The section is restructured as known / not disclosed / therefore / hypothesis; the finding is that the figure cannot be reproduced from the public record, and the MIC source is labelled as industry context.
“The paperwork has already decided how it ends.”Kept as the cover line. As analysis it overstates: the documents fix constraints, obligations and incentives, not results. §09 now says so before the mechanisms are laid out. Evidence-status tags added throughout; legend in §14.
Corrections and challenges

If a figure or reading here is wrong, I want to know. Corrections get made in the document, dated, and added to the log. Not made quietly.

Contact Patch Advisory