SCHEDULE: Workhorse Group: Major Shareholder Emerges Post-Motiv Merger

Motive GM Holdings II, LLC, led by Gary Magness, now beneficially owns 62.8% of Workhorse Group Inc. common stock following the merger with Motiv Power Systems, Inc.

Summary

• Motive GM Holdings II, LLC (MGMH II), Gary Magness, and GMIT Lending Company, LLC (Reporting Persons) jointly filed a Schedule 13D, disclosing their beneficial ownership in Workhorse Group Inc.
• The Reporting Persons now beneficially own 6,629,800 shares of Workhorse Group Inc. common stock, representing 62.8% of the outstanding class, based on 10,560,661 shares outstanding as of December 15, 2025.
• This significant acquisition occurred on December 15, 2025, as consideration for the merger of Motiv Power Systems, Inc. into a wholly-owned subsidiary of Workhorse Group Inc.
• MGMH II acquired the Workhorse shares in exchange for indebtedness of Motiv Power Systems, Inc. held by MGMH II.
• Workhorse Group Inc. previously issued a $5 million Subordinated Secured Convertible Note to MGMH II on August 15, 2025.
• The Reporting Persons may engage in discussions with Workhorse management and board regarding operations, strategy, and capital structure, potentially suggesting changes to enhance shareholder value.
• They also retain the flexibility to acquire or dispose of additional Workhorse securities in the open market or through private transactions.

Sentiment

Score: 6

Explanation: The filing indicates a significant strategic move with the merger of Motiv Power Systems and substantial financial backing from a major shareholder. While the large ownership stake could be a double-edged sword, the immediate capital injection and strategic alignment are generally positive for the company's operational stability and growth prospects in the short to medium term. The debt-for-equity swap for Motiv's indebtedness suggests a restructuring or recapitalization, which can be positive for the combined entity's balance sheet, but the underlying health of Motiv prior to the merger is not detailed.

Positives

• A significant investment and commitment from a major shareholder, with the Reporting Persons holding a 62.8% stake.
• The merger of Motiv Power Systems into Workhorse Group Inc. could expand Workhorse's capabilities and market reach in the commercial electric vehicle sector.
• New debt financing agreements provide substantial capital, including a $10 million revolving cash flow credit facility and a $40 million revolving 'customer order' facility, supporting manufacturing and operations.
• A Registration Rights Agreement provides liquidity options for the major shareholder, which can be seen as a positive for future capital structure management.

Negatives

• The acquisition of a controlling stake (62.8%) by a single entity/group could raise concerns about reduced influence for minority shareholders.
• The shares were acquired in exchange for indebtedness of Motiv, suggesting Workhorse is absorbing Motiv's liabilities as part of the merger.

Risks

• Potential for significant changes in Workhorse's operations, management, or capital structure as suggested by the Reporting Persons, given their majority ownership.
• Integration risks associated with the merger of Motiv Power Systems into Workhorse Group Inc.
• Reliance on the Reporting Persons for significant ongoing financing through the new credit facilities.
• The existence of a $5 million Subordinated Secured Convertible Note issued to MGMH II could lead to further equity dilution if converted, beyond the current 62.8% stake.

Future Outlook

The Reporting Persons intend to reexamine their investment from time to time and may acquire or dispose of additional shares. They may also engage in discussions with Workhorse management and the board regarding business, operations, board composition, management strategy, and future plans, potentially suggesting changes to enhance shareholder value.

Industry Context

The merger with Motiv Power Systems, a provider of electric vehicle (EV) powertrains and chassis, suggests Workhorse Group Inc. is consolidating or expanding its position in the commercial EV sector. This aligns with broader industry trends towards electrification of commercial fleets. The new financing facilities indicate a need for capital to scale manufacturing and operations in a competitive and capital-intensive industry.

Corporate Governance

Related Party Transactions

• MGMH II acquired Workhorse shares in exchange for indebtedness of Motiv Power Systems, Inc., a company that merged into Workhorse.
• Workhorse Group Inc. issued a $5 million Subordinated Secured Convertible Note to MGMH II.
• An affiliate of the Reporting Person entered into a Sale-Leaseback agreement with a Workhorse subsidiary for the Union City, Indiana facility.
• Workhorse Group Inc. entered into Debt Financing Agreements with MGMH II for a $10 million revolving cash flow credit facility and a $40 million revolving 'customer order' facility.

Stakeholder Impact

• Shareholders: Existing shareholders will experience significant dilution due to MGMH II's 62.8% stake. The new financing and strategic direction from the major shareholder could stabilize or grow the company, but also introduces the risk of reduced influence for minority shareholders.
• Employees: The merger with Motiv Power Systems could lead to integration challenges or opportunities for employees of both entities. The new financing facilities could secure jobs by supporting manufacturing and operations.
• Customers: The $40 million 'customer order' facility directly supports funding manufacturing costs for confirmed purchase orders, potentially ensuring timely delivery of products.
• Creditors: The debt-for-equity swap for Motiv's indebtedness and the new debt facilities from MGMH II alter the company's capital structure and creditor landscape.

Next Steps

• Reporting Persons may engage in discussions with Workhorse management and board regarding business, operations, board composition, management strategy, and future plans.
• Reporting Persons may suggest or take a position on potential changes to operations, management, or capital structure.
• Reporting Persons may acquire or dispose of additional Workhorse securities in the open market, block trades, negotiated transactions, or otherwise.
• Workhorse Group Inc. may be required to file registration statements for the Registrable Securities held by MGMH II under the Registration Rights Agreement.

Key Dates

Recommendation

The filing details a significant corporate restructuring and a change in control, with a single entity now holding a majority stake. While the associated financing provides much-needed capital for operations and growth, the immediate impact of such a large ownership concentration and the nature of the debt-for-equity swap for Motiv's liabilities warrant a cautious approach. Investors should hold to observe how the new majority shareholder influences corporate strategy, management, and operational execution, and how the market reacts to the implications of this controlling interest and the integration of Motiv Power Systems. The long-term implications for minority shareholders and the company's strategic direction are still unfolding.

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger, Schedule 13D, Beneficial Ownership, Gary Magness, Motive GM Holdings II, Debt Financing, Electric Vehicles, Commercial Vehicles, Corporate Governance