LiveWire Group, Inc.LVWR
LiveWire Group, Inc. Stock Compensation Disclosure
Share-Based Awards
LiveWire Share-Based Awards
Our long-term incentive plans provide for the grant of various forms of share-based awards to our directors, officers and other eligible employees under which our Board of Directors may grant to employees share-based awards including restricted stock units and performance share units. A maximum of 29,293,509 shares were authorized for awards under the long-term incentive plans.
The Company recognizes the cost of its share-based awards in the consolidated statements of operations and comprehensive loss. The cost of each share-based equity award is based on the grant date fair value and the cost of each share-based cash-settled award is based on the settlement date fair value. Share-based award expense is recognized on a straight-line basis over the service or performance periods of each separately vesting tranche within the awards. Forfeitures are recognized as incurred. The expense recognized reflects the number of awards that are ultimately expected to vest based on the service and, if applicable, performance requirements of each award. Total compensation expense related to LiveWire share-based awards was $4,951 thousand, $4,519 thousand, and $9,378 thousand for the years ended December 31, 2025, 2024, and 2023, respectively.
See separate discussion below related to historical H-D Share-Based Awards for description of awards and related expense.
Restricted Stock Units - Settled in Stock and Cash
Certain directors, executive officers and other eligible employees have been granted time-based restricted stock units (the “Time-Based RSUs”) and performance-based restricted stock units (the “Performance RSUs,” collectively with the Time-Based RSUs, the “RSUs”). The Time-Based RSUs generally vest ratably over a three-year period, starting on the anniversary date of the grant. Time-Based RSUs for directors vest over a -year period.
The Company recognized $5,578 thousand, $5,588 thousand and $7,305 thousand for the years ended December 31, 2025, 2024, and 2023, respectively, in share-based compensation expense related to the Time-Based RSUs.
During the year ended December 31, 2022, the Company granted Performance RSUs to certain executive officers and other eligible employees that vested at the end of a three-year performance period on December 2, 2025 contingent on the achievement of certain total shareholder return performance (“TSR”) targets during the performance period. The grant date fair value of the Performance RSUs was estimated using a Monte-Carlo simulation. On December 2, 2025, based on the actual TSR performance against the targets, 5,050 shares vested and 46,476 shares were forfeited. The Company recognized a reduction in expense of $627 thousand and $1,069 thousand for the years ended December 31, 2025 and 2024, respectively, and recognized $2,073 thousand of share-based compensation expense for the year ended December 31, 2023 for the Performance RSUs. The reduction in expense in the years ended December 31, 2025 and 2024 is a result of the impact of forfeitures of $967 thousand and $2,150 thousand, respectively, related to employees who terminated during the years. There were no Performance RSUs granted in the years ended December 31, 2025 and 2024.
Restricted Stock Units - Settled in Stock – The fair value of the Time-Based RSUs settled in stock is determined based on the market price of the Company’s stock on the grant date. The Performance RSUs settled in stock granted in 2022 contain TSR market conditions. The Company estimated the fair value of the TSR component using a Monte Carlo simulation. Expected volatility is calculated using the historical volatility of public companies similar to LiveWire Group, Inc. The risk-free rate for periods within the contractual life of the grant is based on the U.S. Treasury rates at the time of grant.
Assumptions used to calculate the grant date fair value of the performance shares granted during 2022 were as follows:
| December 2022 | |||||
| Expected volatility | 76.76 | % | |||
| Risk-free interest rate | 3.89 | % | |||
The activity for these awards for the year ended December 31, 2025 was as follows (in thousands, expect for per share amounts):
| Time-Based RSUs | Performance RSUs | Total RSUs | Weighted-Average Grant Date Fair Value Per Share | ||||||||||||||||||||
| Nonvested, beginning of period | 1,205 | 172 | 1,377 | $ | 8.39 | ||||||||||||||||||
| Granted | 2,755 | — | 2,755 | $ | 2.14 | ||||||||||||||||||
| Vested | (676) | (5) | (681) | $ | 7.27 | ||||||||||||||||||
| Forfeited | (606) | (167) | (773) | $ | 4.83 | ||||||||||||||||||
| Nonvested, end of period | 2,678 | — | 2,678 | $ | 3.28 | ||||||||||||||||||
The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, expect for per share amounts):
| Time-Based RSUs | Performance RSUs | Total RSUs | Weighted-Average Grant Date Fair Value Per Share | ||||||||||||||||||||
| Nonvested, beginning of period | 1,992 | 625 | 2,617 | $ | 7.56 | ||||||||||||||||||
| Granted | 912 | — | 912 | $ | 8.59 | ||||||||||||||||||
| Vested | (687) | — | (687) | $ | 7.64 | ||||||||||||||||||
| Forfeited | (1,012) | (453) | (1,465) | $ | 8.08 | ||||||||||||||||||
| Nonvested, end of period | 1,205 | 172 | 1,377 | $ | 8.39 | ||||||||||||||||||
The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, expect for per share amounts):
| Time-Based RSUs | Performance RSUs | Total RSUs | Weighted-Average Grant Date Fair Value Per Share | ||||||||||||||||||||
| Nonvested, beginning of period | 1,870 | 625 | 2,495 | $ | 7.34 | ||||||||||||||||||
| Granted | 1,080 | — | 1,080 | $ | 8.17 | ||||||||||||||||||
| Vested | (697) | — | (697) | $ | 6.91 | ||||||||||||||||||
| Forfeited | (261) | — | (261) | $ | 6.98 | ||||||||||||||||||
| Nonvested, end of period | 1,992 | 625 | 2,617 | $ | 7.56 | ||||||||||||||||||
As of December 31, 2025, there was $5,301 thousand of unrecognized compensation cost related to RSUs settled in stock that is expected to be recognized over a weighted-average period of 1.69 years.
Restricted Stock Units - Settled in Cash – The current portion of Time-Based RSUs and Performance RSUs settled in cash are recorded in Accrued liabilities and the long-term portion is recorded in Other long-term liabilities in the consolidated balance sheets until vested. The fair value is determined based on the market price of the Company’s stock and is remeasured at each balance sheet date.
The activity for these awards for the year ended December 31, 2025 was as follows (in thousands, except for per share amounts):
| Time-Based RSUs | Performance RSUs | Total RSUs | Weighted-Average Grant Date Fair Value Per Share | |||||||||||||||||||||||
| Nonvested, beginning of period | 19 | — | 19 | $ | 7.61 | |||||||||||||||||||||
| Granted | — | — | — | $ | — | |||||||||||||||||||||
| Vested | (8) | — | (8) | $ | 7.29 | |||||||||||||||||||||
| Forfeited | (7) | — | (7) | $ | 7.56 | |||||||||||||||||||||
| Nonvested, end of period | 4 | — | 4 | $ | 8.39 | |||||||||||||||||||||
The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, except for per share amounts):
| Time-Based RSUs | Performance RSUs | Total RSUs | Weighted-Average Grant Date Fair Value Per Share | |||||||||||||||||||||||
| Nonvested, beginning of period | 71 | 24 | 95 | $ | 7.01 | |||||||||||||||||||||
| Granted | 18 | — | 18 | $ | 8.91 | |||||||||||||||||||||
| Vested | (18) | — | (18) | $ | 7.10 | |||||||||||||||||||||
| Forfeited | (52) | (24) | (76) | $ | 7.29 | |||||||||||||||||||||
| Nonvested, end of period | 19 | — | 19 | $ | 7.61 | |||||||||||||||||||||
The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, expect for per share amounts):
| Time-Based RSUs | Performance RSUs | Total RSUs | Weighted-Average Grant Date Fair Value Per Share | |||||||||||||||||||||||
| Nonvested, beginning of period | 64 | 24 | 88 | $ | 7.52 | |||||||||||||||||||||
| Granted | 28 | — | 28 | $ | 7.31 | |||||||||||||||||||||
| Vested | (21) | — | (21) | $ | 6.88 | |||||||||||||||||||||
| Forfeited | — | — | — | $ | — | |||||||||||||||||||||
| Nonvested, end of period | 71 | 24 | 95 | $ | 7.01 | |||||||||||||||||||||
During the year ended December 31, 2025, there were cash payments of $24 thousand related to these awards. As of December 31, 2025, there was $7 thousand of unrecognized compensation cost related to RSUs settled in cash that is expected to be recognized over a weighted-average period of 0.98 years.
Historical H-D Share-Based Awards
Prior to consummation of the Business Combination, certain employees of the Company participated in H-D’s share-based compensation plan under which H-D’s Board of Directors may grant to employees share-based awards, including RSUs and performance shares. Prior to consummation of the Business Combination, as employees transferred from H-D to the Company, any outstanding share-based awards previously granted have been retained by the employees and have been transferred to the Company. Share-based compensation included in the consolidated statements of operations and comprehensive loss includes expense attributable to the Company based on the awards and terms previously granted to the Company’s employees. Total share-based award compensation expense recognized by the Company for the Historical H-D Share-Based Awards for the years ended December 31, 2025, 2024 and 2023 was $6 thousand, $386 thousand and $1,119 thousand, respectively.
During 2022, the Company elected to cancel and convert outstanding RSUs held by 91 of the Company's employees into the right to receive cash payments (each, an “RSU Payment”) on the date which the RSU award would otherwise become vested in accordance with the vesting schedule applied to such award immediately prior to cancellation of the award. As of December 31, 2025 and 2024, the accrued liability for the cash awards was $36 thousand and $271 thousand, respectively.
Each RSU Payment is a liability-classified award, which will (i) be in amount equal to (x) the number of shares of H-D's common stock subject to such RSU award that would have otherwise become vested on the applicable RSU vesting date in accordance with the applicable RSU vesting schedule, multiplied by (y) the closing trading price of a share of H-D's common stock on such RSU vesting date and (ii) be paid to the applicable employee of the Company on or within 30 days following the applicable RSU vesting date, subject to and conditioned upon such employee's continued employment or service as applicable, to the Company through the applicable vesting date.
The activity for these awards for the year ended December 31, 2025 was as follows (in thousands, except for per share amounts):
| Shares & Units | Weighted-Average Fair Value Per Share | ||||||||||
| Nonvested, beginning of period | 12 | $ | 42 | ||||||||
| Awards transferred to cash payment | — | $ | — | ||||||||
| Granted | — | $ | — | ||||||||
| Vested | (9) | $ | 42 | ||||||||
| Forfeited | — | $ | — | ||||||||
| Nonvested, end of period | 3 | $ | 40 | ||||||||
During the year ended December 31, 2025, there were $241 thousand of cash payments related to these awards. As of December 31, 2025, there was $56 thousand of unrecognized compensation cost related to liability-classified awards that is expected to be recognized over a weighted-average period of 0.92 years.
The activity for these awards for the year ended December 31, 2024 was as follows (in thousands, except for per share amounts):
| Shares & Units | Weighted-Average Fair Value Per Share | ||||||||||
| Nonvested, beginning of period | 28 | $ | 37 | ||||||||
| Awards transferred to cash payment | 19 | $ | 41 | ||||||||
| Granted | — | $ | — | ||||||||
| Vested | (29) | $ | 40 | ||||||||
| Forfeited | (6) | $ | 43 | ||||||||
| Nonvested, end of period | 12 | $ | 42 | ||||||||
The activity for these awards for the year ended December 31, 2023 was as follows (in thousands, except for per share amounts):
| Shares & Units | Weighted-Average Fair Value Per Share | ||||||||||
| Nonvested, beginning of period | 73 | $ | — | ||||||||
| Granted | — | $ | — | ||||||||
| Vested | (40) | $ | 38 | ||||||||
| Forfeited | (5) | $ | 36 | ||||||||
| Nonvested, end of period | 28 | $ | 37 | ||||||||
The total income tax benefit associated with share-based compensation recorded in the Company's consolidated statements of operations and comprehensive loss was $1,686 thousand, $1,062 thousand, and $2,201 thousand before valuation allowance impact for the years ended December 31, 2025, 2024, and 2023, respectively.
Treasury Stock
The Company retained $1,024 thousand, or 252 thousand shares of common stock, $1,444 thousand, or 184 thousand shares of common stock, and $1,969 thousand, or 180 thousand shares of common stock, to satisfy withholding taxes in connection with the vesting of restricted stock units during the years ended December 31, 2025, 2024, and 2023, respectively. These retained shares were recorded at cost as Treasury Stock.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.