Business Context and Reporting Period
Company: LiveWire Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 22, 2025
Reporting Period: Single event date (August 22, 2025)
LiveWire Group, Inc., an emerging growth company incorporated in Delaware, reported the entry into a material definitive agreement to facilitate an equity offering.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, or debt levels. The document focuses exclusively on a capital raising mechanism.
| Metric | Value |
|---|---|
| Maximum Offering Size | $50,000,000 (Gross Sale Price) |
| Underwriting Agent | Mizuho Securities USA LLC |
| Commission Rate | Up to 3.0% of gross sales price |
| Offering Type | At-The-Market (ATM) Issuance |
Material Changes
The primary material change is the execution of an At-The-Market Issuance Sales Agreement on August 22, 2025. This agreement authorizes the Company to sell shares of its common stock through the Agent from time to time at its sole discretion. The offering is conducted pursuant to an effective shelf registration statement (Form S-3, No. 333-289699) declared effective by the SEC on August 21, 2025.
Guidance, Outlook, and Risks
- Management Commentary: The Company retains full discretion over the timing, price, and size of any sales under the agreement. There is no obligation to sell any shares.
- Termination: Either the Company or the Agent may terminate the agreement at any time upon five (5) days' notice.
- Contingencies: Sales are subject to customary parameters and conditions imposed by the Company. The Company may suspend solicitation and sales at any time.
- Legal Opinion: The filing includes an opinion from Latham & Watkins LLP regarding the offering.
Investor Verification Checklist
- Verify the current market price of LiveWire common stock (LVWR) to assess potential dilution impact.
- Review the full text of the At-The-Market Issuance Sales Agreement (Exhibit 1.1) for specific termination clauses and expense reimbursement terms.
- Monitor subsequent filings to determine if and when shares are actually sold under this agreement.
- Check the Company's cash position in the most recent 10-Q or 10-K to understand the liquidity need driving this ATM facility.