8-K: Workhorse Annual Meeting Adjourned, Merger Vote Delayed

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

Summary

• Workhorse Group Inc. (WKHS) adjourned its 2025 Annual Meeting of Stockholders, originally held on November 12, 2025.
• The adjournment was necessary because a quorum was not present, despite votes received being "strongly in favor" of all nine proposals.
• The Annual Meeting has been rescheduled to November 25, 2025, at 10:00 a.m. ET, to be held virtually at www.virtualshareholdermeeting.com/WKHS2025.
• Key proposals include the approval of the proposed merger with Motiv Power Systems, Inc.
• The company urges shareholders to submit their votes, emphasizing that not voting puts their investment at risk and could prevent the Motiv transaction from closing.
• Leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., have recommended voting FOR the merger.
• Shareholders of record as of September 18, 2025, are entitled to vote.

Sentiment

Score: 4

Explanation: While the company states votes were "strongly in favor" of the merger, the inability to achieve quorum and the subsequent adjournment of the annual meeting represent a significant procedural setback and a failure to execute a critical corporate governance event. This delay and the explicit warning to shareholders about the risks of not voting indicate underlying challenges in shareholder engagement and the potential for the merger to not close, which is a negative signal despite the positive sentiment around the merger itself.

Positives

• Votes received thus far for all nine proposals, including the Motiv merger, were "strongly in favor."
• Leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., have recommended shareholders vote FOR the merger, recognizing its compelling 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, preventing the immediate approval of critical proposals, including the Motiv merger.
• Failure to achieve quorum indicates a lack of sufficient shareholder engagement or participation.
• The company explicitly states that "By not voting, shareholders are putting their investment at risk" and "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."

Risks

• Inability of the parties to successfully integrate their businesses and technologies, potentially leading to the combined company not operating as effectively and efficiently as expected.
• Risk that 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 shareholder approval for the proposed transaction and the timing of its closing, including conditions not being satisfied or failure to close for any reason.
• Risk that required regulatory approvals, consents, or authorizations for the proposed transaction are not obtained or are subject to unanticipated conditions.
• Occurrence of any event, change, or circumstance that could lead to the termination of the proposed transaction.
• Unanticipated difficulties, liabilities, or expenditures related to the transaction.
• Negative effect of the announcement, pendency, or completion of the proposed transaction on business relationships and operations.
• Effect of the announcement or pendency of the proposed transaction on Workhorse's common stock prices and uncertainty regarding the long-term value of the combined company's common stock.
• Risks that the proposed transaction disrupts current plans and operations and creates difficulties in hiring or retaining employees.
• Ability to develop and manufacture the product portfolio (W4 CC, W750, 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 from a new Presidential Administration, control of Congress, and changes to regulatory agencies.
• Implementation of changes to the existing tariff regime by a new Presidential Administration and foreign government responses.
• Risks associated with obtaining and executing orders.
• Unavailability, reduction, elimination, or adverse application of government subsidies and incentives, or challenges to regulations like California Air Resource Board's Advanced Clean Fleet.
• Changes in attitude toward environmental, social, and governance matters among regulators, investors, and business partners.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, leading to cost increases.
• Ability to capitalize on opportunities to deliver products meeting customer requirements.
• Limited operations and need to expand and enhance production processes to fulfill orders.
• General inability to raise additional capital to fund operations and business plan.
• Ability to receive sufficient proceeds from current and future financing arrangements to meet immediate liquidity needs, and potential costs, dilution, and restrictions from such financing.
• Ability to maintain compliance with Nasdaq listing requirements and the impact of steps taken (e.g., reverse splits) 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 control expenses.
• Effectiveness of cost control measures and their impact on operations, including employee furloughs.
• Potential competition, including shifts in technology.
• Volatility and deterioration of national and international capital markets and economic conditions.
• Global and local business conditions.
• Acts of war (including conflicts in Ukraine and the Middle East) and/or terrorism.
• Prices charged by competitors.
• Inability to retain key members of the management team.
• Inability to satisfy customer warranty claims.
• Outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.
• Ability to realize benefits from the sale and leaseback transaction of the Union City Facility.

Future Outlook

The company anticipates that the proposed merger with Motiv Power Systems will allow shareholders 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. The merger is expected to capture long-term growth opportunities and deliver shareholder value creation.

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

Workhorse Group Inc. operates in the rapidly evolving zero-emission commercial vehicle market, specifically focusing on last-mile delivery and medium-duty operations. The proposed merger with Motiv Power Systems aims to create a leader in the medium-duty EV commercial vehicle market, suggesting a strategic move to consolidate market position and leverage combined strengths in a competitive and growing sector driven by environmental regulations and technological advancements.

Corporate Governance

Legal Proceedings

• The company mentions "the outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc." as a risk factor.

Stakeholder Impact

• Shareholders: Face uncertainty regarding the Motiv merger due to the delay, are urged to vote to protect their investment, and risk the transaction not closing if quorum is not met. Potential for long-term value creation if the merger proceeds.
• Management: Must actively solicit votes to ensure quorum and the successful approval of the merger, facing pressure to complete the strategic transaction.
• Motiv Power Systems: The merger's closing is delayed, creating uncertainty for the potential combined entity.
• Employees: Potential disruption to current plans and operations, and difficulties in hiring or retaining employees as a result of the proposed transaction are listed as risks.

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.

Key Dates

Recommendation

While the proposed merger with Motiv Power Systems has received positive recommendations from proxy advisory firms and is seen by management as a path to long-term growth in the EV commercial vehicle market, the immediate adjournment of the Annual Meeting due to a lack of quorum introduces significant uncertainty. This procedural setback delays a critical strategic vote and highlights potential challenges in shareholder engagement. Investors should hold to observe the outcome of the rescheduled meeting on November 25, 2025, and assess whether the company can successfully secure the necessary shareholder approvals to proceed with the merger. The risks associated with the transaction's failure to close or integration challenges warrant caution.

Keywords

Workhorse Group, WKHS, Motiv Power Systems, merger, acquisition, EV, electric vehicles, commercial vehicles, last-mile delivery, medium-duty, shareholder meeting, quorum, proxy vote, corporate governance, SEC filing, 8-K, Nasdaq, zero-emission, advanced clean fleet