8-K: Workhorse Group Completes Motiv Merger, Secures $50M Debt

Workhorse Group Inc. has completed its merger with Motiv Electric Trucks, creating a leading North American medium-duty electric truck OEM and securing up to $50 million in new debt financing.

Summary

• Workhorse Group Inc. completed its merger with Motiv Power Systems, Inc. on December 15, 2025, making Motiv a wholly-owned subsidiary.
• Motive GM Holdings II LLC (MGMH), Motiv's former controlling stockholder, received 6,629,800 shares of Workhorse common stock as merger consideration.
• Workhorse secured up to $50 million in new debt financing from MGMH, including a $40 million Customer Order Credit Agreement for vehicle manufacturing and a $10 million Cash Flow Credit Agreement for working capital and general corporate purposes.
• The new credit facilities bear interest at Term SOFR + 5.00% per annum (or Prime Rate + 2.50% if SOFR is unavailable) and mature on December 15, 2028.
• Workhorse redeemed all outstanding obligations under its 2024 Notes (approximately $18.3 million paid to holders) and cancelled 2024 Warrants, issuing rights to acquire 1,193,364 shares of Common Stock in exchange.
• A previously issued $5 million Subordinated Secured Convertible Note was amended and restated, becoming an unsecured obligation subordinated to the new debt financing, with an 8% annual interest rate (13% default rate) and a maturity date of August 15, 2027.
• Workhorse effected a 1-for-12 reverse stock split of its Common Stock.
• The company's bylaws were amended to opt out of Nevada's Control Share Act and to add an exclusive forum provision for certain legal actions.
• A new management team and board of directors were appointed, with Scott Griffith becoming CEO and Matthew O'Leary becoming Chairman of the Board.

Sentiment

Score: 8

Explanation: The filing outlines significant strategic advancements through the merger, substantial new debt financing, and a strengthened leadership team, all aimed at driving profitable growth in a key market. While a reverse stock split occurred, the overall narrative is strongly positive regarding the company's future positioning and operational capabilities.

Positives

• The merger creates a leading North American medium-duty electric truck OEM with scalable manufacturing capabilities and road-tested products.
• Workhorse gains access to up to $50 million in new debt financing capacity, significantly improving liquidity to fund growth and reduce order-to-delivery time.
• The company has established commercial relationships with 10 of the largest commercial truck fleets in North America.
• Existing manufacturing facilities in Union City, Indiana, have a nameplate capacity of 5,200 vehicles per year, potentially allowing for profitability without significant new capital expenditures.
• The 'Stables project' provides real-world data and operator feedback, leading to purpose-built features and extended durability testing.
• The new management team and board bring extensive experience in the electric vehicle and automotive industry, including scaling manufacturing and working with public companies.
• The balance sheet is strengthened by the repayment of 2024 Notes and cancellation of 2024 Warrants.

Negatives

• The 1-for-12 reverse stock split may be perceived negatively by some investors, often indicating a need to boost share price to maintain listing compliance or improve market perception.
• The Amended and Restated Subordinated Convertible Note, while part of a broader financing, is now an unsecured obligation and subordinated to the new senior secured debt, increasing its risk profile for the holder.
• The Cash Flow Credit Agreement's obligation to advance funds becomes discretionary for MGMH upon the consummation of a PIPE financing, introducing uncertainty for future working capital needs.

Risks

• Ability to achieve expected synergies and/or efficiencies from the merger.
• Industry and market reaction to the closing of the merger.
• Integration of the merged parties may be more difficult, time-consuming, or costly than expected.
• Operating costs and business disruptions may be greater than expected during integration.
• The price of the company's securities may be volatile due to various factors.
• Changes in laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting the business.
• Ability to maintain compliance with Nasdaq rules and otherwise maintain Workhorse's listing of securities on Nasdaq.
• Potential for material adverse effect on the business, assets, properties, liabilities, results of operations or financial condition of Workhorse and its Subsidiaries.
• Potential for material adverse effect on rights and remedies of Lender under the Loan Documents.
• Potential for material adverse effect on the ability of the Loan Parties to perform their payment obligations under the Loan Documents.

Future Outlook

Workhorse is positioned to drive profitable growth, create value for shareholders and customers, and deliver on its 'Better Trucks, Better World' ambition by offering a broader portfolio of high-performing commercial EVs at lower unit costs. The new debt financing is expected to provide significant liquidity to fund growth and materially reduce time from order-to-delivery.

Management Comments

• "At Workhorse, we're not just building electric trucks, we're building better trucks. Our software-first electric trucks are powerful, cost-efficient, reliable, safe, and comfortable—all with zero tailpipe emissions and pollution."
• "Workhorse trucks perform the same or better as their internal combustion engine (ICE) counterparts, while costing far less over the lifetime of the vehicle."
• "We are going to build on our 20-plus year combined legacy in electrification and the thousand-plus electric trucks and buses we have delivered to meet the needs of our growing customer base."
• "In doing so, we believe we are positioned to drive profitable growth, create value for our shareholders and customers and deliver on our Better Trucks, Better World ambition."

Industry Context

The merger positions Workhorse as a leading North American OEM in the medium-duty electric truck and bus market, a sector estimated at approximately $23 billion annually. This strategic consolidation aims to leverage combined strengths in product development, manufacturing, and commercial relationships to capture market share in the growing EV commercial vehicle segment. The focus on 'software-first' vehicles and lower lifetime costs aligns with broader industry trends towards electrification, efficiency, and advanced telematics in commercial fleets.

Comparison to Industry Standards

• Workhorse aims to produce trucks that perform 'the same or better' than internal combustion engine (ICE) counterparts, while costing 'far less over the lifetime of the vehicle,' indicating a competitive advantage in total cost of ownership.
• The company has successfully developed commercial relationships with 10 of the largest commercial truck fleets in North America, suggesting strong market acceptance and alignment with industry leaders' needs.
• The manufacturing facility in Union City, Indiana, with an annual capacity of 5,200 vehicles, is described as 'world-class in-house manufacturing' and sufficient to reach profitability without significant new capital expenditures, implying a competitive operational scale.

Management Changes

Corporate Governance

Related Party Transactions

• Motive GM Holdings II LLC (MGMH), Motiv's former controlling stockholder and largest creditor, received 6,629,800 shares of Workhorse common stock as merger consideration.
• MGMH provided Workhorse with up to $50 million in new debt financing capacity through the Customer Order Credit Agreement and the Cash Flow Credit Agreement.
• The Amended and Restated Subordinated Convertible Note was issued to MGMH.
• The Cash Flow Credit Agreement's obligation to advance additional funds becomes discretionary for MGMH upon the consummation of a PIPE financing of at least $75 million.

Stakeholder Impact

• **Shareholders**: The merger and new financing are intended to drive profitable growth and create value. The 1-for-12 reverse stock split will reduce the number of outstanding shares and increase the per-share price, potentially improving market perception and Nasdaq compliance, but can be viewed negatively by some.
• **Employees**: The combined company will have a refreshed management team and board, potentially leading to organizational restructuring and new strategic directions.
• **Customers**: The merger aims to offer a broader portfolio of high-performing commercial EVs at lower unit costs and materially reduce order-to-delivery time, benefiting customers.
• **Creditors**: The new debt financing from MGMH is senior secured, improving the company's financial stability. The previous $5 million convertible note is now unsecured and subordinated, affecting its holder (MGMH).
• **Suppliers**: The $40 million Customer Order Credit Agreement is specifically designed to fund supply-chain related costs associated with new purchase orders, which should benefit suppliers by ensuring timely payments and supporting increased production.

Next Steps

• Integrate Motiv's operations and products into Workhorse.
• Leverage the new debt financing to fund vehicle manufacturing for Qualified Purchase Orders and general working capital needs.
• Expand Workhorse's presence in the Detroit metro area, while maintaining operations in Cincinnati, Ohio, the Bay Area of California, and the Union City, Indiana manufacturing facility.
• Continue to build on commercial fleet traction and fulfill existing orders for trucks, step vans, school buses, and shuttles.
• Utilize learnings from the 'Stables project' to refine vehicle design and operational insights.
• File financial statements and other required reports with the SEC, including an amendment to the 8-K for financial statements of acquired businesses and pro forma financial information within 71 calendar days.

Key Dates

Recommendation

The merger with Motiv Electric Trucks significantly strengthens Workhorse's strategic position in the medium-duty EV market, providing scalable manufacturing, a broader product portfolio, and established commercial relationships. The new $50 million debt financing capacity from MGMH provides critical liquidity for growth and operations, while the resolution of prior debt obligations cleans up the balance sheet. The appointment of an experienced leadership team, including Scott Griffith as CEO, further enhances the company's prospects for driving profitable growth. Despite the 1-for-12 reverse stock split, the overall strategic realignment and financial bolstering present a compelling long-term investment opportunity for investors seeking exposure to the evolving electric vehicle sector, assuming successful integration and execution of the growth strategy.

Keywords

Electric Vehicles, Commercial Trucks, Merger, Debt Financing, Workhorse Group, Motiv Electric Trucks, EV Manufacturing, Corporate Governance, Reverse Stock Split, SEC Filing