LiveWire Group, Inc. 8-K

What Happened
LiveWire Group, Inc. announced it closed an Asset Purchase Agreement to acquire substantially all assets of Dust Motorcycles, Inc. on May 18, 2026, and on May 19, 2026 amended and restated its contract manufacturing agreement with Kwang Yang Motor Co., Ltd. (KYMCO). The company also reported results of its May 21, 2026 Annual Meeting where all director nominees were elected and KPMG LLP was ratified as auditor.

Key Details

• Dust acquisition consideration: $375,000 cash at closing plus $500,000 in LiveWire common stock issued promptly after closing; three annual stock installment payments of $875,000 each; and contingent earn-outs payable in stock of up to $11,250,000. Shares issued are calculated using the 30‑day VWAP before each determination date. Aggregate potential stock consideration = $14,375,000; total potential deal value (including cash) = up to $14,750,000. Purchaser also assumed certain specified liabilities.
• Stock issuance: Shares issued in the transaction were sold in an unregistered transaction relying on Section 4(a)(2) of the Securities Act based on accredited‑investor representations by the seller.
• KYMCO agreement changes: KYMCO is LiveWire EV’s exclusive manufacturer for the Parisian maxi‑scooter and any future agreed products for five years from the start of manufacturing (excludes powertrains). Pricing moves to FOB (from cost‑plus). After exclusivity LiveWire may terminate manufacturing for a product with two years’ notice but may owe termination charges (procurement cancellations, employee costs, equipment, unused space, etc.). Parties will collaborate on sourcing new materials/equipment.
• Annual Meeting votes (May 21, 2026): All director nominees elected (each received ~181–182 million votes in favor and ~11.34 million broker non‑votes). KPMG ratified as auditor: 193,641,297 for; 36,746 against; 1,488 abstentions.

Why It Matters
The Dust Motorcycles acquisition adds electric motorcycle/dirt‑bike design, manufacturing and powertrain technology to LiveWire’s portfolio, financed largely with company stock—potentially dilutive depending on future share issuance for installments and earn‑outs (up to $14.375M in stock). The KYMCO amendment secures a multi‑year manufacturing relationship for key products (improving supply visibility) but includes exclusivity limits (powertrains excluded) and potential termination costs that investors should monitor. The annual meeting results confirm board continuity and retention of KPMG as auditor.