DEFA14A: Workhorse & Motiv Advance EV Merger with NJ School Bus Rollout

Workhorse Group and Motiv Power Systems highlight their pending merger by announcing the deployment of four electric school buses in New Jersey, with 25 more planned.

Summary

• Workhorse Group Inc. and Motiv Power Systems, Inc. are proceeding with their definitive merger agreement, signed on August 15, 2025, with an expected closing in Q4 2025, subject to Workhorse shareholder approval.
• Motiv Electric Trucks, in partnership with Van-Con, Inc. and Climate Change Mitigation Technologies LLC (CCMT), has deployed four electric Type A school buses for D&M Tours in Teaneck, Midland Park, and Ramsey, New Jersey.
• These zero-tailpipe emission buses replace aging gasoline vehicles, aiming to significantly reduce noise and air pollution in the bus cabin and surrounding communities.
• The project is the initial phase of a larger initiative to deploy a total of 29 electric school buses across various districts and contractors in New Jersey.
• The electric buses are projected to save D&M Tours over $100,000 in lifetime fuel and maintenance costs per bus compared to an equivalent diesel bus.
• Over their 15-year useful life, the four Motiv electric buses are estimated to log 1,134,000 miles and eliminate over 2 million pounds of tailpipe emissions.
• The project received funding from the New Jersey Department of Environmental Protection (NJDEP).

Sentiment

Score: 8

Explanation: The filing presents a positive operational update for Motiv, a company Workhorse is acquiring, highlighting successful product deployment, significant environmental and economic benefits, and progress towards the merger. While extensive risks are listed, the core message is one of positive momentum and strategic alignment.

Positives

• Successful deployment of four Motiv electric school buses, demonstrating proven technology and immediate environmental benefits.
• Significant projected economic benefits, with over $100,000 in lifetime fuel and maintenance savings per electric bus compared to diesel.
• Substantial environmental impact, estimated to eliminate over 2 million pounds of tailpipe emissions and avoid 3,000 gallons of fossil fuel annually (for the initial four buses).
• Expansion plans include an additional 25 electric school buses to be built for New Jersey districts and contractors, indicating strong market traction.
• The merger with Motiv is positioned to create a leading North American medium-duty electric truck OEM, enhancing Workhorse's market position.
• The project is supported by government funding from the New Jersey Department of Environmental Protection (NJDEP).

Risks

• Inability to successfully integrate Workhorse and Motiv businesses and technologies, potentially leading to less effective and efficient combined operations.
• Failure to fully achieve the expected benefits and synergies from the proposed merger in a timely manner, or at all.
• Workhorse's inability to obtain shareholder approval for the merger or failure to satisfy other closing conditions, leading to the transaction not closing.
• Regulatory approvals, consents, or authorizations required for the merger may not be obtained or may be subject to unanticipated conditions.
• The occurrence of any event, change, or circumstance that could lead to the termination of the proposed merger transaction.
• Unanticipated difficulties, liabilities, or expenditures related to the merger transaction.
• Disruption to the parties' business relationships and operations generally due to the announcement, pendency, or completion of the proposed transaction.
• Uncertainty regarding the long-term value of the combined company's common stock and potential impact on Workhorse's common stock prices.
• Potential difficulties in hiring or retaining employees as a result of the proposed transaction.
• Ability to develop and manufacture Workhorse's product portfolio, including the W4 CC, W750, and W56 programs.
• Ability to attract and retain customers for existing and new products.
• Impact of ongoing and anticipated changes in the U.S. political environment, including tariffs and regulatory changes.
• Unavailability, reduction, elimination, or adverse application of government subsidies and incentives for electric vehicles.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, leading to cost increases.
• Limited operations and the need to expand and enhance production processes to fulfill product orders.
• General inability to raise additional capital to fund operations and business plan.
• Ability to maintain compliance with Nasdaq listing requirements and the impact of any steps taken, such as 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.
• Potential competition, including shifts in technology.
• Volatility in and deterioration of national and international capital markets and economic conditions.
• Acts of war (including conflicts in Ukraine and the Middle East) and/or terrorism.
• 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.

Future Outlook

The merger between Workhorse and Motiv is expected to close in Q4 2025, creating a leading North American medium-duty electric truck OEM. The combined entity aims to accelerate meaningful health and environmental progress by expanding the presence of their Class 4 electric truck platform and leading the medium-duty EV market. The successful deployment of electric school buses in New Jersey is a step towards this vision, with plans for 25 additional units.

Management Comments

• "Excited to see Motiv Electric Trucks making an impact in New Jersey with zero-tailpipe-emission buses that protect children's health and improve air quality. As Workhorse and Motiv join forces, we're excited to lead the medium-duty EV market with vehicles that truly make a difference for fleets and communities." (Workhorse Group Inc.)
• "With the start of the new school year, these new buses are on their routes, picking up and dropping off school children safely and sustainably. These children and their communities will benefit greatly from the Motiv-Van-Con electric buses which dramatically reduce noise and air pollution in the bus cabin as well as in the multiple communities along the routes." (Tim Palomba, CEO of D&M Tours)
• "This is a wonderful representation of our Better Trucks, Better World vision. Replacing aging diesel school buses with clean, electric alternatives represents exactly the kind of meaningful health and environmental progress we're working to accelerate as we expand the presence of our class 4 electric truck platform." (Scott Griffith, CEO of Motiv Electric Trucks)
• "We are pleased to deliver these buses to one of our best customers as he helps lead the school bus industry into the next century. These four buses are the first four of a total of 29 electric school buses we are building with Motiv for districts and contractors across New Jersey." (Jim Anderson, President of Van-Con, Inc.)
• "CCMT appreciates the opportunity to partner with D&M Tours, Inc., Van-Con, Inc., and Motiv to deliver the first fleet of electric school buses built in part in New Jersey." (James Sherman, CEO of CCMT)
• "I am pleased to report that the electric school bus fleet, chargers, and control software integration worked seamlessly all summer long." (James Sherman, CEO of CCMT)

Industry Context

The deployment of electric school buses by Motiv, ahead of its merger with Workhorse, aligns with a significant industry trend towards fleet electrification. This trend is driven by increasing environmental regulations, public health concerns, and government incentives aimed at reducing carbon emissions and improving air quality. The focus on medium-duty electric vehicles, particularly for school transportation with predictable routes and central charging, represents a strategic market segment. This move positions the combined Workhorse-Motiv entity to capitalize on growing demand for zero-emission commercial vehicles and benefit from supportive government initiatives, such as the funding provided by the NJDEP.

Comparison to Industry Standards

• The estimated lifetime savings of over $100,000 per electric school bus in fuel and maintenance costs is a compelling economic incentive, comparable to or exceeding benefits highlighted by other electric bus manufacturers and industry analyses for fleet electrification.
• The projected elimination of over 2 million pounds of tailpipe emissions over 15 years for four buses demonstrates a substantial environmental impact, contributing to air quality improvements in line with global sustainability goals and local initiatives, particularly in areas like Paterson, NJ, which faces high asthma rates.
• Motiv's use of its proven EPIC 4 platform for Type A school buses positions it competitively against other electric bus chassis providers, emphasizing reliability and safety standards in the growing electric school bus market.
• The project's funding by the New Jersey Department of Environmental Protection (NJDEP) reflects a broader trend of state and federal support for electric vehicle adoption in public fleets, mirroring programs seen in other states and at the federal level to accelerate EV transition.

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Will need to approve the merger; potential for long-term value creation from the combined entity, but also risks related to integration and stock price volatility.
• Employees: Potential for disruption to current plans and operations, and difficulties in hiring or retaining employees due to the merger.
• Customers (D&M Tours, NJ school districts): Benefit from zero-emission, quieter, and more cost-effective electric school buses, improving health and operational efficiency.
• Communities (Teaneck, Midland Park, Ramsey, Paterson, Passaic County): Benefit from improved air quality, reduced noise pollution, and health benefits, especially for children.
• Suppliers (Van-Con, CCMT, Vanore Electric, PSE&G, Grid Link): Involved in the successful deployment of the electric bus project, indicating ongoing business relationships.

Next Steps

• Workhorse Group Inc. intends to file a Proxy Statement on Schedule 14A with the SEC for shareholder approval of the merger.
• Workhorse shareholders are urged to read the Proxy Statement and other relevant documents and vote on the proposed merger agreement.
• The Workhorse-Motiv merger is expected to close in the fourth quarter of 2025, subject to shareholder approval and customary closing conditions.
• A ribbon-cutting event for the electric school bus fleet is scheduled for Tuesday, October 28, 2025, at D&M Tours facility in Paterson, NJ.
• Van-Con, Inc. and Motiv Electric Trucks will continue building and deploying the remaining 25 electric school buses for districts and contractors across New Jersey.

Key Dates

Recommendation

The filing provides a positive operational update on Motiv's successful electric school bus deployments and reiterates the expected Q4 2025 closing of the Workhorse-Motiv merger. This demonstrates progress towards strategic goals and potential market leadership in medium-duty EVs. However, the extensive 'Risk Factors' section outlines significant uncertainties, including challenges in merger integration, achieving synergies, obtaining shareholder and regulatory approvals, Workhorse's ability to raise capital, maintain Nasdaq compliance, and continue as a going concern. Given the positive operational news for the acquired entity balanced against the substantial risks for the acquiring company, a seasoned investor would likely maintain a 'hold' position, awaiting further clarity on merger completion, integration success, and Workhorse's financial stability.

Keywords

electric vehicles, EV, school bus, medium-duty, merger, Workhorse, Motiv, zero-emission, New Jersey, transportation, commercial vehicles, fleet electrification