8-K current report · filed May 22, 2026

LiveWire Group, Inc. (LVWR) 8-K Current Report: May 22, 2026

Item 1.01Item 3.02Item 5.07LVWR overviewOriginal on SEC EDGAR

Short answer

LiveWire Group, Inc. (LVWR) filed an 8-K current report with the SEC on May 22, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 3.02 (Unregistered Sales of Equity Securities), Item 5.07 (Submission of Matters to a Vote of Security Holders). Potential earn-out payments payable in shares to the seller.

LiveWire Group, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 1.01 · Entry into a Material Definitive Agreement

  • Potential earn-out payments payable in shares to the seller
  • Share issuance relying on Securities Act Section 4(a)(2) registration exemption
  • Possible future dilution for LiveWire shareholders from earn-out shares

Item 3.02 · Unregistered Sales of Equity Securities

  • Common Stock issued privately under Securities Act Section 4(a)(2), avoiding public registration
  • Seller represented accredited-investor status and investment-only intent
  • Restricted issuance limits immediate resale and signals a negotiated equity transaction

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • All seven director nominees elected to one-year terms, preserving board continuity
  • Director support exceeded 181.3 million shares for each nominee, with 11.34 million broker non-votes
  • Mizuno received strongest support at 182,237,874 shares, while Krause received lowest support at 181,324,025
  • KPMG LLP ratified as independent auditor for fiscal year ending December 31, 2026
  • Auditor ratification passed with 193,641,297 votes for, 36,746 against, and 1,488 abstentions

Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean

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