DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. is urging shareholders to vote for all proposals at its November 12, 2025 Annual Meeting, including the proposed merger with Motiv Power Systems, Inc., to create a leading medium-duty EV commercial vehicle company.

Summary

• Workhorse is holding its Annual Meeting of shareholders on November 12, 2025, to vote on the proposed merger with Motiv Power Systems, Inc. and other ordinary annual meeting proposals.
• Shareholder approval of all nine proposals is required to complete the transaction with Motiv.
• The merger aims to create a leader in the medium-duty EV commercial vehicle market, providing Workhorse shareholders the opportunity to participate in the upside of the combined company with a significant ownership stake.
• The combined company expects to achieve greater scale, operational efficiency, margin expansion, and flexibility for future growth initiatives, enabling more effective competition.
• A reverse stock split is likely necessary to ensure Workhorse complies with Nasdaq initial listing rules and meets a minimum share price, which is a requirement for completing the Motiv transaction.
• The transaction is expected to close in the fourth quarter of 2025, subject to Workhorse shareholder approval and other customary closing conditions.
• If the transaction does not close, Workhorse will continue as an independent company, potentially unable to satisfy financing obligations or obtain additional financing, which could lead to bankruptcy.
• The new combined company board will comprise seven directors, with five designated by Motiv and two by Workhorse.

Sentiment

Score: 8

Explanation: The filing exhibits a strong positive sentiment from management regarding the proposed merger, emphasizing its necessity for future growth, financial stability, and shareholder value, while explicitly warning of severe negative consequences, including potential bankruptcy, if the transaction fails.

Positives

• Opportunity for Workhorse shareholders to participate in the upside of a combined company positioned as a leader in the medium-duty EV commercial vehicle market.
• Strengthening of the combined company's financial position, creating opportunities for margin expansion and greater flexibility for future growth initiatives.
• Expected increase in scale and operational efficiency, enabling more effective competition with pure-play electric and legacy OEMs and capitalization on new customer opportunities.
• Compliance with Nasdaq listing rules through a reverse stock split, which is crucial for completing the merger and maintaining market access.

Negatives

• Failure to approve the transaction could lead to Workhorse continuing as an independent company without access to the financial resources the merger would provide.
• If the transaction is not completed, Workhorse may be unable to satisfy financing obligations or obtain additional financing, potentially forcing the company to pursue bankruptcy.
• A reverse stock split is likely necessary, which can sometimes be perceived negatively by investors due to potential share price volatility.
• Shareholders are asked to vote for current Workhorse directors who will be replaced once the transaction closes, which might seem counterintuitive.

Risks

• Risk of delay in or failure to consummate the merger or other described transactions due to ongoing discussions, potential termination, or changes in terms.
• Inability to achieve the expected synergies and/or efficiencies from the proposed merger.
• Potential regulatory delays and adverse industry and market reactions to the merger announcement.
• The announcement's effect on the parties' ability to operate their businesses, retain and hire key personnel, and maintain favorable business relationships.
• Integration of the parties' businesses may be more difficult, time-consuming, or costly than expected, leading to greater operating costs and business disruptions.
• Inability to obtain regulatory and other approvals required to consummate the transactions, including from Nasdaq.
• Volatility in the price of Workhorse securities due to various factors.
• Changes in laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting the business.
• Inability to maintain compliance with Nasdaq rules and otherwise maintain the listing of securities on Nasdaq.
• Risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Risk that the conditions to the transaction are not satisfied on a timely basis or at all, or the failure of the transaction to close for any other reason or on anticipated terms.
• Risk that any regulatory approval, consent, or authorization required for the proposed transaction is not obtained or is obtained subject to unanticipated conditions.
• Unanticipated difficulties, liabilities, or expenditures relating to the transaction.
• Disruption of current plans and operations of the parties and their respective management teams, and potential difficulties in hiring or retaining employees as a result of the proposed transaction.
• Uncertainty as to the long-term value of the combined company's common stock.
• Inability to develop and manufacture the product portfolio, including the W4 CC, W750, and W56 and other programs.
• Inability 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, and the implementation of changes to the existing tariff regime.
• 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 impacting the company, its customers, suppliers, or the industry.
• 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.
• Inability to receive sufficient proceeds from current and any future financing arrangements to meet immediate liquidity needs, and the potential costs, dilution, and restrictions from such financing.
• Inability to protect intellectual property.
• Market acceptance of products.
• Inability to obtain sufficient liquidity from operations and financing activities to continue as a going concern, and inability to control expenses.
• The effectiveness of cost control measures and their impact on operations, including the effects of furloughing employees.
• 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 (including conflicts in Ukraine and the Middle East), and/or terrorism.
• 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.
• Inability to realize the benefits of the sale and leaseback transaction of the Union City Facility.

Future Outlook

Workhorse anticipates the merger with Motiv will create a leading North American medium-duty electric truck OEM, providing shareholders with participation in the combined company's upside. The transaction is expected to close in Q4 2025, subject to shareholder and regulatory approvals. The combined entity aims for increased scale, operational efficiency, and margin expansion, enabling more effective competition and pursuit of new growth initiatives. A reverse stock split is likely to ensure Nasdaq listing compliance.

Management Comments

• "It is very important that Workhorse shareholders vote FOR all of the proposals so we can proceed with the Motiv transaction and provide shareholders the opportunity to participate in the upside of the combined company."
• "The combination will provide Workhorse shareholders the opportunity to participate in the upside of a leader in the medium-duty EV commercial vehicle market, with a significant ownership stake in the combined company."
• "Workhorse also believes the actions to strengthen the combined company’s financial position will create opportunities for margin expansion and provide greater flexibility to pursue future growth initiatives."
• "Workhorse and Motiv expect to have more scale and the ability to operate more efficiently, enabling the combined company to compete more effectively with the industry’s pure-play electric and legacy OEMs and also capitalize on new opportunities to serve more customers."
• "We are excited about Workhorse’s future with Motiv and focused on completing the transaction. We are confident that Workhorse will complete the transaction with Motiv and look forward to providing Workhorse shareholders the opportunity to participate in the upside of the combined company."
• "Workhorse is doing this transaction to maximize value for its shareholders and to strengthen its nearand long-term financial positions."

Industry Context

The proposed merger between Workhorse and Motiv Power Systems aims to create a stronger player in the rapidly evolving medium-duty electric commercial vehicle market. This consolidation reflects a broader industry trend where EV manufacturers seek scale, operational efficiencies, and enhanced financial stability to compete against both established legacy OEMs and other pure-play electric vehicle companies. The focus on medium-duty vehicles positions the combined entity to capitalize on growing demand for fleet electrification in logistics and delivery sectors.

Comparison to Industry Standards

• The filing states the combined company will compete more effectively with the industry's pure-play electric and legacy OEMs, but does not provide specific comparable companies, projects, or results for a detailed assessment against global benchmarks.

Management Changes

Corporate Governance

Legal Proceedings

• The filing mentions the outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc., as a risk factor, but provides no new details on ongoing proceedings.

Stakeholder Impact

• Shareholders: Opportunity to participate in the upside of a combined company, but face potential dilution from a reverse stock split and significant risk of financial distress or bankruptcy if the merger fails.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction; risk of furloughs mentioned as part of cost control measures if the merger fails.
• Customers: The combined company expects to serve more customers and compete more effectively, potentially leading to broader product offerings and improved service.
• Suppliers: Supply chain disruptions are noted as a risk, impacting the company and its suppliers.
• Creditors: If the transaction is not completed, Workhorse may be unable to satisfy obligations under financing arrangements, which would negatively impact creditors.

Next Steps

• Workhorse shareholders are required to vote on all nine proposals at the Annual Meeting on November 12, 2025.
• Completion of the merger transaction is expected in the fourth quarter of 2025, subject to shareholder approval and customary closing conditions.
• Upon completion of the transaction, a new seven-member Board of Directors will be appointed, with five designated by Motiv and two by Workhorse.
• The combined company's board will be up for election at its next Annual Meeting.

Key Dates

Recommendation

The proposed merger with Motiv Power Systems offers significant potential upside for Workhorse shareholders by creating a stronger, more competitive entity in the medium-duty EV market. However, the filing explicitly warns of severe financial distress, including potential bankruptcy, if the merger does not close. The necessity of a reverse stock split also introduces uncertainty. Given the high stakes and binary outcome, a 'hold' recommendation is appropriate for existing shareholders to await the outcome of the shareholder vote and merger completion, while new investors should exercise caution due to the substantial risks involved if the transaction fails.

Keywords

Workhorse Group, Motiv Power Systems, Merger, EV Commercial Vehicle, Electric Trucks, Nasdaq Listing, Reverse Stock Split, Shareholder Vote, Corporate Governance, Financial Health, SEC Filing