DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. is encouraging shareholders to vote for all proposals at its upcoming Annual Meeting to approve the merger with Motiv Power Systems, Inc., aiming to create a leader in the medium-duty EV commercial vehicle market.

Summary

• Workhorse Group Inc. (Workhorse) is soliciting proxies for its 2025 Annual Meeting of Stockholders scheduled for November 12, 2025.
• Shareholders are urged to vote FOR all proposals related to the Agreement and Plan of Merger with Motiv Power Systems, Inc. (Motiv), dated August 15, 2025.
• The proposed merger aims to position the combined company as a leader in the medium-duty EV commercial vehicle market.
• Workhorse shareholders are expected to have a significant ownership stake in the combined entity.
• Communications, including Shareholder Letter #4 and social media posts, were distributed to employees, customers, partners, and analysts to encourage shareholder participation and a 'FOR' vote.

Sentiment

Score: 7

Explanation: The filing is a strong solicitation for a merger, highlighting potential upsides and strategic positioning. While it includes a comprehensive list of risks, the overall tone is positive and forward-looking regarding the proposed transaction.

Positives

• Opportunity for Workhorse shareholders to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.
• Workhorse shareholders will have a significant ownership stake in the combined company.
• The merger is positioned to create long-term shareholder value.

Risks

• Inability of parties to successfully integrate their businesses and technologies, potentially resulting in the combined company not operating as effectively and efficiently as expected.
• 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 shareholder approval for the transaction and the timing of closing, including conditions not being satisfied or the transaction failing to close for any reason.
• Regulatory approvals, consents, or authorizations that may be required for the proposed transaction may not be obtained or may be subject to unanticipated conditions.
• Occurrence of any event, change, or 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 as a result of the proposed transaction.
• 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.
• 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.
• 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 impacting Workhorse, its customers, suppliers, or the industry.
• 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, on operations, stock price, and future access to funds.
• 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.
• 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 without limitation the 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 proposed merger with Motiv Power Systems is expected to position the combined company as a leader in the medium-duty EV commercial vehicle market, creating long-term shareholder value and offering Workhorse shareholders a significant ownership stake in the new entity.

Management Comments

• "We're encouraging Workhorse shareholders to vote FOR all proposals in connection with our Annual Meeting on November 12, 2025."
• "By voting FOR all 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."
• "Workhorse and Motiv are positioned to create long-term shareholder value."

Industry Context

The proposed merger aims to consolidate market position in the rapidly evolving electric vehicle (EV) commercial vehicle sector, specifically targeting the medium-duty segment. This move reflects a broader industry trend towards strategic alliances and consolidation to achieve scale, enhance technological capabilities, and navigate competitive pressures and supply chain challenges in the transition to electrification.

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Opportunity to participate in potential upside of combined company, significant ownership stake, urged to vote FOR merger. Uncertainty regarding long-term value of combined company's common stock.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction. Effects of furloughing employees mentioned as a risk related to cost control.
• Customers: Ability to attract and retain customers for existing and new products is a risk. Ability to capitalize on opportunities to deliver products to meet customer requirements is a risk. Inability to satisfy customer warranty claims is a risk.
• Partners: Communications distributed to partners regarding the merger.
• Suppliers: Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs and resulting cost increases impacting suppliers, is a risk.
• Creditors: Impact on liquidity and ability to continue as a going concern.

Next Steps

• Workhorse shareholders are to vote on all proposals at the Annual Meeting on November 12, 2025.
• Workhorse will file additional relevant documents with the SEC regarding the proposed transaction.
• If approved, the integration of Workhorse and Motiv businesses and technologies will commence post-merger.

Key Dates

Recommendation

The filing is a proxy solicitation urging shareholders to approve a merger with Motiv Power Systems, highlighting the potential for the combined entity to become a leader in the medium-duty EV commercial vehicle market and create long-term shareholder value. While the strategic rationale for the merger appears sound, the extensive list of risks, including integration challenges, failure to achieve synergies, regulatory hurdles, and Workhorse's existing operational and financial risks (e.g., inability to raise capital, supply chain issues, market acceptance, going concern), warrants a cautious approach. An investor would likely hold to monitor the successful completion of the merger, the integration process, and the realization of stated synergies before making a more definitive investment decision.

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger, Acquisition, EV Commercial Vehicles, Electric Vehicles, Proxy Solicitation, Shareholder Vote, Corporate Governance, SEC Filing, DEFA14A