DEFA14A: Workhorse Adjourns Annual Meeting, Delays Motiv Merger Vote

Workhorse Group Inc. adjourned its 2025 Annual Meeting of Stockholders due to a lack of quorum, postponing the crucial vote on its proposed merger with Motiv Power Systems until November 25, 2025.

Summary

• Workhorse Group Inc. adjourned its 2025 Annual Meeting of Stockholders, originally scheduled for November 12, 2025.
• The adjournment was due to a lack of quorum, despite votes received being "strongly in favor" of all nine proposals.
• The meeting has been rescheduled to November 25, 2025, at 10:00 a.m. ET, to be held virtually at www.virtualshareholdermeeting.com/WKHS2025.
• A key agenda item for the meeting is the approval of the proposed merger with Motiv Power Systems, Inc.
• The company is urging shareholders to submit their votes to ensure the transaction closes and to realize potential long-term growth opportunities.
• Leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., have recommended voting FOR the merger.

Sentiment

Score: 3

Explanation: The adjournment of the annual meeting due to lack of quorum, especially for a critical merger vote, is a significant negative. While votes received were positive, the inability to finalize the vote creates uncertainty and potential for the merger to fail, which management frames as a risk to shareholder investment. The extensive list of risks also contributes to a cautious outlook.

Positives

• Votes received thus far are "strongly in favor" of all nine proposals, including the Motiv merger.
• Leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., recommend voting FOR the merger, indicating external validation of the transaction's value.
• The proposed merger with Motiv Power Systems is presented as an opportunity for shareholders to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.

Negatives

• The 2025 Annual Meeting of Stockholders was adjourned due to a lack of quorum, indicating insufficient shareholder engagement or participation.
• Failure to achieve quorum delays the approval of critical proposals, including the proposed merger with Motiv Power Systems.
• The company explicitly states that if shareholders do not vote for all proposals, the transaction with Motiv will not close, and Workhorse will have to continue as an independent company, implying a less desirable outcome if the merger fails.
• Shareholders are warned that "by not voting, shareholders are putting their investment at risk."

Risks

• The parties' ability to successfully integrate their businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected.
• The risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Workhorse's ability to obtain the approval of its shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms.
• The risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated.
• The occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction.
• Unanticipated difficulties, liabilities or expenditures relating to the transaction.
• The effect of the announcement, pendency or completion of the proposed transaction on the parties' business relationships and business operations generally.
• The effect of the announcement or pendency of the proposed transaction on Workhorse's common stock prices and uncertainty as to the long-term value of the combined company's common stock.
• Risks that the proposed transaction disrupts current plans and operations of the parties and their respective management teams and potential difficulties in hiring or retaining employees as a result of the proposed transaction.
• Ability to develop and manufacture the product portfolio, including the W4 CC, W750, and W56 and other programs.
• Ability to attract and retain customers for existing and new products.
• Ongoing and anticipated changes in the U.S. political environment, including those resulting from the new Presidential Administration, control of Congress, and changes to regulatory agencies.
• The implementation of changes to the existing tariff regime by the new Presidential Administration and measures taken in response to such tariffs by foreign governments.
• Risks associated with obtaining orders and executing upon such orders.
• The unavailability, reduction, elimination or adverse application of government subsidies and incentives or any challenge to or failure by the federal government, states or other governmental entities to adopt or enforce regulations such as the California Air Resource Board's Advanced Clean Fleet regulation.
• Changes in attitude toward environmental, social, and governance matters among regulators, investors, and parties with which the company does business.
• Supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases impacting the company, its customers, its suppliers or the industry.
• Ability to capitalize on opportunities to deliver products to meet customer requirements.
• Limited operations and need to expand and enhance elements of the production process to fulfill product orders.
• General inability to raise additional capital to fund operations and business plan.
• Ability to receive sufficient proceeds from current and any future financing arrangements to meet immediate liquidity needs and the potential costs, dilution and restrictions resulting from any such financing.
• Ability to maintain compliance with the listing requirements of the Nasdaq and the impact of any steps taken, including reverse splits of common stock, on operations, stock price and future access to funds.
• Ability to protect intellectual property.
• Market acceptance of products.
• Ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern and, ability to control expenses.
• The effectiveness of cost control measures and impact such measures could have on operations, including the effects of furloughing employees.
• Potential competition, including without limitation shifts in technology.
• Volatility in and deterioration of national and international capital markets and economic conditions.
• Global and local business conditions.
• Acts of war (including without limitation the conflicts in Ukraine and the Middle East) and/or terrorism.
• The prices being charged by competitors.
• Inability to retain key members of the management team.
• Inability to satisfy customer warranty claims.
• The outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.
• Ability to realize the benefits of the sale and leaseback transaction of the Union City Facility.

Future Outlook

The company anticipates that the proposed merger with Motiv Power Systems will enable participation in the potential upside of a leader in the medium-duty EV commercial vehicle market, with significant ownership in the combined entity. The transaction is expected to capture long-term growth opportunities and deliver shareholder value creation. However, these are forward-looking statements subject to various risks and uncertainties, including the successful integration of businesses and technologies, achievement of expected benefits and synergies, and obtaining necessary approvals.

Management Comments

• "In order to give Workhorse shareholders ample time to vote on the 2025 Annual Meeting proposals, we are adjourning the Meeting until November 25, 2025."
• "Although votes received thus far are strongly in favor of each of the nine proposals, quorum has not been reached."
• "It is crucial that shareholders submit their votes, no matter how many shares they own."
• "By voting FOR the Workhorse – Motiv transaction, as well as the other eight proposals up for a vote, Workhorse shareholders will have the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market, with a significant ownership stake in the combined company."
• "By not voting, shareholders are putting their investment at risk."
• "If shareholders do not vote for all proposals, the transaction with Motiv will not close, and Workhorse will have to continue as an independent company."
• "Help us capture long-term growth opportunities for the combined company and deliver shareholder value creation by voting FOR all of the proposals."
• "We urge shareholders to submit their votes as soon as possible in order to realize the benefits of the transaction and protect their long-term investment."

Industry Context

This announcement highlights the ongoing consolidation and strategic maneuvering within the rapidly evolving electric commercial vehicle (EV) market. Workhorse's pursuit of the Motiv Power Systems merger reflects a broader industry trend towards achieving scale, integrating technologies, and strengthening market position to compete effectively against both established automotive giants and emerging EV startups. The emphasis on 'medium-duty EV commercial vehicle market' indicates a focus on a specific, growing segment within the broader EV landscape, driven by increasing demand for zero-emission last-mile delivery and specialized applications.

Legal Proceedings

• Outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc. (mentioned as a risk).

Stakeholder Impact

• Shareholders: Urged to vote to protect their investment and realize potential upside from the merger; risk of investment if merger fails; uncertainty regarding long-term value of common stock.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction; impact of cost control measures, including furloughs.
• Customers: Ability to attract and retain customers; ability to satisfy customer warranty claims.
• Suppliers: Supply chain disruptions and resulting cost increases impacting suppliers.
• Creditors: Ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern.

Next Steps

• Shareholders are urged to submit their votes for the adjourned Annual Meeting.
• The adjourned 2025 Annual Meeting of Stockholders will be held virtually on November 25, 2025, at 10:00 a.m. ET.
• Workhorse will continue to solicit proxies for the Annual Meeting.

Key Dates

Recommendation

The adjournment of the annual meeting due to a lack of quorum for a critical merger vote introduces significant uncertainty. While the company states votes are 'strongly in favor,' the delay itself and the explicit warning that failure to vote puts investments at risk suggest a precarious situation. The potential upside of the Motiv merger is clear, but the immediate hurdle of securing shareholder participation and the extensive list of operational and market risks warrant a 'hold' position until the merger outcome is definitive and the company demonstrates stronger operational stability and financial health. Investors should monitor the rescheduled meeting outcome closely.

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger, Acquisition, Annual Meeting, Shareholder Vote, Quorum, Electric Vehicles, Commercial Vehicles, EV, WKHS, SEC Filing, Corporate Governance