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. and all related proposals at its 2025 Annual Meeting to create long-term shareholder value in the medium-duty EV market.

Summary

• Workhorse Group Inc. is soliciting proxies for its 2025 Annual Meeting of Stockholders.
• The primary proposal is the Agreement and Plan of Merger, dated August 15, 2025, by and among Workhorse, Motiv Power Systems, Inc., and other related entities.
• The company asserts that Workhorse and Motiv are positioned to lead the medium-duty EV market and generate long-term shareholder value.
• Shareholders are encouraged to vote 'FOR all proposals' in connection with the Annual Meeting to participate in the potential upside of the combined company.
• Further information on how to vote is available at www.VoteWKHS.com.

Sentiment

Score: 7

Explanation: The filing is highly promotional for the proposed merger, emphasizing potential market leadership and shareholder value creation. However, it also includes a comprehensive list of significant risks associated with the merger and ongoing business operations, which tempers the overall positive sentiment by highlighting numerous potential challenges.

Positives

• The proposed merger is positioned to enable the combined company to 'win the medium-duty EV market'.
• The transaction is expected to 'create long-term shareholder value'.
• Shareholders are presented with an opportunity to participate in the potential upside of the combined company.

Risks

• The parties' ability to successfully integrate their businesses and technologies, potentially resulting in the combined company not operating as effectively and efficiently as expected.
• The risk that the 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 the approval of its shareholders required to consummate the proposed transaction and the timing of the closing.
• The risk that 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.
• The risk that any required regulatory approval, consent, or authorization is not obtained or is obtained subject to unanticipated conditions.
• The 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 such as the California Air Resource Board's Advanced Clean Fleet regulation.
• 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 potential costs, dilution, and restrictions from such financing.
• Ability to maintain compliance with Nasdaq listing requirements and the impact of 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.
• Ability to control expenses and the effectiveness of cost control measures, 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.
• Ability to realize the benefits of the sale and leaseback transaction of the Union City Facility.

Future Outlook

The combined Workhorse and Motiv entity is anticipated to be well-positioned to lead the medium-duty electric vehicle market and generate long-term value for shareholders, contingent on successful integration and market acceptance.

Management Comments

• "Workhorse and Motiv are positioned to win the medium-duty EV market and create long-term shareholder value."
• "By voting today FOR all proposals in connection with our Annual Meeting, you will have the opportunity to participate in the potential upside of the combined company."
• "Help us deliver shareholder value creation and vote FOR all proposals today!"

Industry Context

The announcement positions the proposed merger as a strategic move to gain a leading position in the medium-duty electric vehicle market, indicating a competitive landscape where consolidation and strategic alliances are viewed as critical for market leadership and long-term growth within the broader EV industry.

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Are urged to vote FOR the merger to participate in potential upside, but face risks related to stock value uncertainty and transaction completion.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction, and risks related to furloughing employees.
• Customers: The company's ability to attract and retain customers, deliver products, and satisfy warranty claims is a key factor.
• Suppliers: Supply chain disruptions, including constraints on materials and cost increases, could impact suppliers.

Next Steps

• Shareholders are urged to vote on the merger and other proposals at the 2025 Annual Meeting.
• Workhorse will file additional relevant documents with the SEC regarding the proposed transaction.
• The proposed transaction is expected to close, subject to the satisfaction of various conditions, including shareholder and regulatory approvals.

Key Dates

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger, EV market, Medium-duty EV, Proxy statement, Shareholder vote, Corporate governance, Electric vehicles, SEC filing