DEFA14A: Workhorse-Motiv Merger Vote Adjourned Amid Quorum Shortfall

Workhorse Group Inc. has adjourned its Annual Meeting until November 25, 2025, to secure sufficient shareholder votes for its merger with Motiv Power Systems, Inc.

Summary

• Workhorse Group Inc. (Workhorse) and Motiv Power Systems, Inc. (Motiv) are pursuing a merger, with the Agreement and Plan of Merger dated August 15, 2025.
• The Annual Meeting for shareholder vote on the merger was adjourned from November 13, 2025, to November 25, 2025, due to not yet reaching a quorum.
• A significant number of Workhorse shareholder votes have been received and are strongly in favor of the merger, but the minimum number of total shares required to officially validate the vote has not been met.
• The merger aims to strengthen the combined company's position in the electric truck industry by expanding customer reach, lowering total cost of ownership through greater scale, and improving access to new investment opportunities.
• The transaction is expected to close within approximately two weeks after shareholder approvals are validated at the Annual Meeting.
• Workhorse will remain a publicly traded company under the ticker WKHS.
• Scott Griffith will serve as CEO of the combined company.
• The combined company's main headquarters will be located in the Detroit metro area, with Motiv's Novi employees moving to the Wixom office, and a new long-term corporate headquarters and development center to be finalized.
• Workhorse's Union City, Indiana facility will remain central to manufacturing and production, with plans to expand operations and add new team members.
• Motiv's current California headquarters and other facilities will be consolidated into a single Customer Experience Center (CEC) by the end of Q3 2026.
• Existing Workhorse benefits, PTO, and company policies will remain in place when the merger closes, with no immediate changes to employee benefits, compensation, or employment status.

Sentiment

Score: 6

Explanation: The filing presents the merger as a positive strategic move to address industry challenges and enhance future growth. However, the immediate delay in shareholder approval due to a quorum shortfall introduces an element of uncertainty. The extensive list of forward-looking risks also tempers the overall positive sentiment, suggesting a cautious outlook despite the strategic rationale.

Positives

• The merger is expected to strengthen the combined company's position in the electric truck industry.
• It aims to expand reach with fleet customers and lower total cost of ownership through greater scale.
• The merger is anticipated to improve access to new investment opportunities.
• Workhorse will remain a publicly traded company under the ticker WKHS.
• Workhorse's Union City, Indiana facility plans to expand operations and add new team members.
• The establishment of a Customer Experience Center in California by Q3 2026 is expected to strengthen market presence.
• There will be no immediate changes to employee benefits, compensation, or employment status after the merger closes.

Negatives

• The electric truck industry has faced headwinds, including slower-than-expected adoption, higher up-front costs, and limited access to outside funding.
• The shareholder vote for the merger has not yet reached a quorum, necessitating an adjournment of the Annual Meeting.

Risks

• Inability to successfully integrate businesses and technologies, potentially leading to less effective and efficient operations.
• Expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Workhorse's inability to obtain the required shareholder approval for the transaction.
• Conditions to the transaction may not be satisfied on a timely basis or at all, or the transaction may fail to close for any other reason or on anticipated terms.
• Any required regulatory approval, consent, or authorization may not be obtained or may be obtained subject to unanticipated conditions.
• Occurrence of any event, change, or other circumstance that could give rise to the termination of the proposed transaction.
• Unanticipated difficulties, liabilities, or expenditures relating to the transaction.
• The effect of the announcement, pendency, or completion of the proposed transaction on the parties' business relationships and business operations generally.
• The effect of the announcement or pendency of the proposed transaction on Workhorse's common stock prices and uncertainty as to the long-term value of the combined company's common stock.
• Risks that the proposed transaction disrupts current plans and operations of the parties and their respective management teams and potential difficulties in hiring or retaining employees.
• Ability to develop and manufacture the product portfolio, including the W4 CC, W750, and 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 resulting from the new Presidential Administration, control of Congress, and changes to regulatory agencies.
• The implementation of changes to the existing tariff regime by the new Presidential Administration and measures taken in response to such tariffs by foreign governments.
• Risks associated with obtaining orders and executing upon such orders.
• The unavailability, reduction, elimination, or adverse application of government subsidies and incentives or any challenge to or failure by governmental entities to adopt or enforce regulations.
• 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, and resulting cost increases.
• Ability to capitalize on opportunities to deliver products to meet customer requirements.
• Limited operations and need to expand and enhance elements of the production process to fulfill product orders.
• General inability to raise additional capital to fund operations and business plan.
• Ability to receive sufficient proceeds from current and any future financing arrangements to meet immediate liquidity needs and the potential costs, dilution, and restrictions resulting from any such financing.
• Ability to maintain compliance with the listing requirements of the Nasdaq and the impact of any steps taken, including reverse splits of common stock.
• 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 ability to control expenses.
• The effectiveness of cost control measures and impact such measures could have on operations, including the effects of furloughing employees.
• Potential competition, including without limitation shifts in technology.
• Volatility in 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.
• The prices being charged by competitors.
• 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.
• Ability to realize the benefits of the sale and leaseback transaction of the Union City Facility.

Future Outlook

The combined Workhorse and Motiv company expects to be stronger and better equipped to compete and grow in the electric truck industry. The transaction is anticipated to close within approximately two weeks following shareholder approval. A new long-term incentive equity program is planned for 2026. The combined company will establish a new corporate headquarters and development center in the Detroit area, and Workhorse's Union City facility plans to expand operations. Motiv's California facilities will consolidate into a Customer Experience Center by Q3 2026.

Management Comments

• "As of today, a significant number of Workhorse shareholder votes have already been received and are strongly in favor of the merger and other related proposals. However, we have not yet reached a quorum—meaning the minimum number of total shares required to officially validate the vote."
• "We are confident that this extension will give us the time needed to finalize approvals later this month."
• "Combining Workhorse and Motiv strengthens our position across all three areas by expanding our reach with fleet customers, lowering total cost of ownership through greater scale, and improving access to new investment opportunities."
• "Together, well be stronger and better equipped to compete and grow."
• "Once shareholder approvals are validated at the Annual Meeting, we expect the transaction to close within approximately two weeks."
• "Workhorse will remain a publicly traded company under the ticker WKHS."
• "As previously announced, Scott Griffith will serve as CEO of the combined company."
• "Our goal is to build strong, connected teams in a small number of key office and production locations."
• "Many roles will continue to offer flexibility based on job requirements, but our overall direction is to strengthen in-person collaboration where it supports our shared goals."

Industry Context

The electric truck industry has been facing headwinds, including slower-than-expected adoption, higher up-front costs, and limited access to outside funding. The merger between Workhorse and Motiv is presented as a strategic response to these challenges, aiming to create a stronger entity with expanded market reach and greater operational scale to better compete and grow.

Management Changes

Corporate Governance

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Required to vote on the merger; potential impact on stock price and long-term value of the combined company's stock; eligible employees may benefit from a new long-term incentive equity program.
• Employees: No immediate changes to benefits, compensation, or employment status; new organizational structure and leadership team to be announced post-merger; potential for expanded operations and new team members at Union City; consolidation of some office locations; emphasis on in-person collaboration.
• Customers: Expected expanded reach with fleet customers; new Customer Experience Center in California for enhanced engagement, demonstrations, and ongoing fleet support.
• Partners: The merger will impact existing partnerships and create new opportunities for collaboration with the combined entity.

Next Steps

• Shareholders are urged to cast remaining votes by November 25, 2025.
• Finalize shareholder approvals at the Annual Meeting on November 25, 2025.
• The transaction is expected to close within approximately two weeks after shareholder approvals are validated.
• The leadership team and functional organization for the combined company will be announced shortly after the merger closes.
• The new Board of Directors plans to introduce an updated long-term incentive equity program in 2026.
• Motiv's Novi employees will move to the Wixom office after closing.
• The location for a new corporate headquarters and development center in the Detroit area will be finalized.
• Workhorse's Union City, Indiana facility plans to expand operations and add new team members.
• Motiv's current California headquarters and other facilities will be consolidated into a single Customer Experience Center (CEC) by the end of Q3 2026.
• Workhorse's 2026 Open Enrollment begins on November 17, 2025.

Key Dates

Recommendation

The proposed merger between Workhorse and Motiv offers strategic benefits by addressing industry headwinds and improving market position through expanded customer reach and greater scale. However, the immediate delay in shareholder approval due to a lack of quorum introduces an element of uncertainty regarding the transaction's timely completion. Furthermore, the extensive list of risks associated with integration, market acceptance, supply chain disruptions, and capital raising warrants a cautious approach. A 'hold' recommendation allows investors to monitor the successful completion of the merger and the initial integration phase, as well as the company's ability to mitigate identified risks, before making further investment decisions.

Keywords

Workhorse, Motiv Power Systems, merger, electric trucks, EV, commercial vehicles, shareholder vote, corporate governance, SEC filing, WKHS, acquisition, automotive, manufacturing, supply chain, capital raise, risk management