DEFA14A: Workhorse Urges Shareholder Vote FOR Motiv Merger

Workhorse Group Inc. is urging shareholders to vote in favor of its proposed merger with Motiv Power Systems, Inc. at the upcoming Annual Meeting on November 12th.

Summary

• Workhorse Group Inc. is soliciting proxies for its 2025 Annual Meeting of Stockholders, scheduled for November 12th.
• The primary focus of the solicitation is the proposed merger with Motiv Power Systems, Inc., formalized by an Agreement and Plan of Merger dated August 15, 2025.
• Shareholders are encouraged to vote FOR the transaction and all related proposals.
• Leading independent proxy advisors, ISS and Glass Lewis, have recommended voting FOR the transaction.
• The merger is presented as an opportunity for shareholders to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.
• Current Workhorse shareholders are expected to hold a significant ownership stake in the combined company.

Sentiment

Score: 8

Explanation: The filing is a strong solicitation for a merger, highlighting potential upside and positive recommendations from proxy advisors, indicating a very positive outlook on the transaction from the company's perspective, despite listing extensive risks.

Positives

• Opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.
• Shareholders will have a significant ownership stake in the combined company.
• Leading independent proxy advisors ISS and Glass Lewis recommend voting FOR the transaction.

Risks

• Inability to successfully integrate businesses and technologies, potentially leading to the combined company not operating as effectively and efficiently as expected.
• Expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Workhorse's ability to obtain shareholder approval for the transaction and the timing of its closing, including conditions not being satisfied or failure to close.
• Regulatory approvals, consents, or authorizations for the transaction may not be obtained or may be subject to unanticipated conditions.
• Occurrence of any event, change, or circumstance that could terminate the proposed transaction.
• Unanticipated difficulties, liabilities, or expenditures related to the transaction.
• Effect of the announcement, pendency, or completion of the proposed transaction on business relationships and operations.
• Effect of the announcement or pendency of the proposed transaction on Workhorse's common stock prices and uncertainty regarding the long-term value of the combined company's common stock.
• Risks that the proposed transaction disrupts current plans and operations, and potential difficulties in hiring or retaining employees.
• Ability to develop and manufacture the product portfolio (W4 CC, W750, 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 the Presidential Administration, Congress, and regulatory agencies.
• Implementation of changes to the existing tariff regime and responses by foreign governments.
• Risks associated with obtaining and executing orders.
• Unavailability, reduction, elimination, or adverse application of government subsidies and incentives, or challenges to regulations like California Air Resource Board's Advanced Clean Fleet.
• 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, leading to cost increases.
• Ability to capitalize on opportunities to deliver products to meet customer requirements.
• Limited operations and need to expand and enhance production processes to fulfill orders.
• General inability to raise additional capital to fund operations and business plan.
• Ability to receive sufficient proceeds from financing arrangements to meet immediate liquidity needs, and potential costs, dilution, and restrictions from such financing.
• Ability to maintain compliance with Nasdaq listing requirements and the impact of steps taken, including reverse stock splits.
• Ability to protect intellectual property.
• Market acceptance of products.
• Ability to obtain sufficient liquidity from operations and financing to continue as a going concern and control expenses.
• Effectiveness of cost control measures and their impact on operations, including employee furloughs.
• Potential competition, including shifts in technology.
• Volatility 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 charged by competitors.
• Inability to retain key members of the management team.
• Inability to satisfy customer warranty claims.
• Outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.
• Ability to realize benefits from the sale and leaseback transaction of the Union City Facility.

Future Outlook

The proposed merger aims to create a leader in the medium-duty EV commercial vehicle market, offering shareholders the opportunity to participate in the combined company's potential upside and maintain a significant ownership stake. The company anticipates successful integration and realization of synergies, though these are subject to various risks.

Management Comments

• "Our Annual Meeting is only 1 week away! Follow the recommendations of leading independent proxy advisors ISS and Glass Lewis and vote FOR the transaction with Motiv today."
• "By voting FOR the transaction and all of the proposals, you will have the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market, with a significant ownership stake in the combined company."
• "Time is running out. Learn how to vote FOR the Motiv transaction and all proposals in connection with the Workhorse Annual Meeting on November 12th."

Industry Context

The announcement positions the combined Workhorse and Motiv entity as a potential leader in the growing medium-duty electric commercial vehicle market. This sector is experiencing significant interest and investment due to increasing demand for sustainable logistics and government incentives for EV adoption.

Legal Proceedings

• Outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc., is a risk factor.

Stakeholder Impact

• Shareholders: Opportunity for potential upside and significant ownership in the combined company; urged to vote on the merger.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction; risk of furloughs due to cost control measures.
• Customers: Impact on product development and delivery, and ability to attract and retain customers for existing and new products.
• Suppliers: Potential impact from supply chain disruptions and cost increases.
• Creditors: General inability to raise additional capital and liquidity needs are risk factors.

Next Steps

• Shareholders to vote on the proposed merger and other proposals at the Annual Meeting on November 12th.
• Workhorse and Motiv to integrate their businesses and technologies post-merger, assuming approval.
• Workhorse to continue developing and manufacturing its product portfolio, including W4 CC, W750, and W56.

Key Dates

Recommendation

The company is strongly advocating for the merger, supported by leading independent proxy advisors, and frames it as a significant opportunity for shareholders to gain from a leadership position in the growing EV commercial vehicle market. This indicates a strategic move expected to create substantial long-term value, warranting a strong buy recommendation for investors aligned with the company's vision for the combined entity.

Keywords

Workhorse Group, Motiv Power Systems, Merger, Acquisition, EV Commercial Vehicle, Electric Vehicles, Proxy Solicitation, Shareholder Vote, Corporate Governance, SEC Filing, DEFA14A, Nasdaq, Risk Factors