DEFA14A: Workhorse Files Proxy for Motiv Power Systems Merger Vote

Workhorse Group Inc. has filed definitive additional materials with the SEC regarding its proposed merger with Motiv Power Systems, Inc., ahead of its 2025 Annual Meeting of Stockholders.

Summary

• Workhorse Group Inc. (Workhorse) has filed definitive additional materials (DEFA14A) with the U.S. Securities and Exchange Commission (SEC) concerning its Agreement and Plan of Merger with Motiv Power Systems, Inc. (Motiv), dated August 15, 2025.
• The filing serves as soliciting material for Workhorse's 2025 Annual Meeting of Stockholders (Annual Meeting), where stockholders will vote on matters related to the merger.
• Workhorse has filed a definitive proxy statement on Schedule 14A (Definitive Proxy Statement) and a proxy card for the Annual Meeting.
• Stockholders are urged to read the Definitive Proxy Statement and other relevant documents carefully for important information regarding Workhorse and the merger.

Sentiment

Score: 6

Explanation: The filing is primarily procedural for a strategic merger, which generally carries a positive strategic intent. However, it includes extensive and detailed risk factors, including significant concerns about capital raising and liquidity, which temper the overall sentiment.

Positives

• The proposed merger with Motiv Power Systems is anticipated to lead to successful integration of businesses and technologies, potentially resulting in a more effective and efficient combined company.
• Expected benefits and synergies from the proposed transaction are projected to enhance the combined company's business and future financial and operating results.

Negatives

• The company faces a general inability to raise additional capital to fund its operations and business plan.
• There is a risk that the company may not receive sufficient proceeds from current or future financing arrangements to meet immediate liquidity needs, potentially leading to costs, dilution, and restrictions.

Risks

• Ability to successfully integrate 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 on anticipated terms.
• Risk that any required regulatory approval, consent, or authorization for the proposed transaction is not obtained or is 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.
• 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 potential difficulties in hiring or retaining employees.
• Ability to develop and manufacture the product portfolio, including W4 CC, W750, and W56.
• 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 and changes to regulatory agencies.
• Implementation of changes to the existing tariff regime by the new Presidential Administration and responsive measures by foreign governments.
• 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.
• Limited operations and need to expand and enhance production processes to fulfill product orders.
• Ability to maintain compliance with Nasdaq listing requirements and the impact of steps like reverse stock splits.
• 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 in and deterioration of national and international capital markets and economic conditions.
• Global and local business conditions, acts of war (Ukraine, 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 successfully integrating its business and technologies with Motiv Power Systems, expecting the combined entity to operate more effectively and efficiently. It projects achieving benefits and synergies from the merger, which are expected to positively impact the combined company's business and future financial and operating results. The company also expects to complete the transaction, subject to shareholder and regulatory approvals.

Management Comments

• Workhorse is actively communicating with its employees, customers, partners, and analysts regarding the Agreement and Plan of Merger with Motiv Power Systems, Inc.

Industry Context

This merger announcement occurs within the rapidly evolving electric commercial vehicle industry. Consolidation and strategic partnerships are common as companies seek to achieve scale, integrate technologies, and navigate competitive pressures, supply chain challenges, and regulatory shifts towards electrification. The combination of Workhorse, known for its electric delivery vehicles, and Motiv, a provider of electric chassis and powertrain solutions, aims to create a more vertically integrated or comprehensive offering in the commercial EV market.

Legal Proceedings

• The outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc., is listed as a risk.

Stakeholder Impact

• Shareholders: Will be required to vote on the proposed merger at the Annual Meeting, impacting their ownership and the future direction of the company.
• Employees: The proposed transaction carries risks of disruption to current plans and operations, and potential difficulties in hiring or retaining employees.
• Customers and Partners: The merger is expected to impact business relationships and operations, potentially leading to changes in product offerings or service delivery.
• Creditors: The company's ability to raise capital and meet liquidity needs, as well as the financial health of the combined entity, could impact creditors.

Next Steps

• Workhorse stockholders will vote on matters related to the merger at the 2025 Annual Meeting of Stockholders.
• The company will continue to file relevant documents with the SEC, including the definitive proxy statement, which stockholders should review.

Key Dates

Recommendation

This filing is a procedural step (definitive additional materials for proxy solicitation) related to a previously announced merger agreement. While the merger itself is a significant strategic event, this specific document does not introduce new financial data or material changes to the merger terms that would warrant an immediate change in investment thesis. It confirms the process for shareholder approval and reiterates standard risks associated with such transactions and the company's ongoing operations, including liquidity concerns. A seasoned investor would likely maintain their current position, awaiting the outcome of the shareholder vote and further integration details, as the primary impact of the merger would have been priced in upon its initial announcement.

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger Agreement, SEC Filing, DEFA14A, Proxy Statement, Shareholder Vote, Electric Vehicles, Commercial Vehicles, Corporate Governance, Risk Factors