DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. reminds shareholders to vote FOR all proposals, including the merger with Motiv Power Systems, Inc., ahead of the November 12, 2025 Annual Meeting.

Summary

• Workhorse Group Inc. (Nasdaq: WKHS) is urging shareholders to vote FOR all proposals for the upcoming 2025 Annual General Meeting on November 12, 2025.
• The primary proposal is the Agreement and Plan of Merger, dated August 15, 2025, with Motiv Power Systems, Inc.
• Shareholders of record as of September 18, 2025, are entitled to vote.
• Voting FOR the merger allows shareholders to participate in the potential upside of a combined company positioned in the medium-duty EV commercial vehicle market.
• Failure to vote FOR all proposals, particularly the merger, would prevent the transaction from closing.
• If the merger does not close, Workhorse would continue as an independent company, likely facing liquidity issues and potentially requiring restructuring, which could result in little to no shareholder equity recovery.
• Shareholders can vote online at www.proxyvote.com, virtually during the meeting at www.virtualshareholdermeeting.com/WKHS2025, or by returning a proxy card.
• Previous votes against proposals can be changed by submitting a new vote.

Sentiment

Score: 3

Explanation: The filing presents a stark choice to shareholders, strongly implying that failure to approve the merger will lead to severe negative consequences, including liquidity issues and potential restructuring with little to no shareholder value recovery. While the merger itself is presented positively, the underlying message about the company's standalone viability is highly negative, creating a sense of urgency and potential distress.

Positives

• The merger with Motiv Power Systems, Inc. offers the opportunity for shareholders to participate in the upside of a leader in the medium-duty EV commercial vehicle market.
• The combined company is positioned to win the medium-duty EV market and create long-term shareholder value.
• The transaction would provide Workhorse with access to necessary financial resources.

Negatives

• If the merger does not close, Workhorse will continue as an independent company.
• Workhorse would not gain access to the financial resources that the transaction would provide.
• Workhorse shareholders would not have the opportunity to participate in the potential upside of the combined company.
• If Workhorse continues independently, it will likely continue to face liquidity issues.
• An independent Workhorse may need to pursue a restructuring, in which shareholders' equity would likely recover very little or no value.

Risks

• Delay in or failure to consummate the Merger or other described transactions.
• Possibility that parties may terminate certain transactions or change their terms.
• Inability to consummate transactions or achieve expected synergies and/or efficiencies.
• Potential regulatory delays.
• Industry and market reaction to the merger announcement.
• Effect of the announcement on the ability of the parties to operate their businesses, retain and hire key personnel, and maintain favorable business relationships.
• The integration of the parties may be more difficult, time-consuming, or costly than expected, or operating costs and business disruptions may be greater than expected.
• Inability to obtain regulatory and other approvals required to consummate the transactions, including from Nasdaq.
• The price of Workhorse securities may be volatile 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 listing of securities on Nasdaq.
• Inability to successfully integrate businesses and technologies, potentially resulting in the combined company not operating as effectively and efficiently as expected.
• 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 to close on the anticipated terms.
• 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.
• Effect of the announcement, pendency, or completion of the proposed transaction on the parties' business relationships and business operations generally.
• 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.
• The unavailability, reduction, elimination, or adverse application of government subsidies and incentives or any challenge to or failure by the federal government, states, or other 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 parties with which Workhorse does business.
• 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 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 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 without limitation the 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 company anticipates that the merger with Motiv Power Systems will position the combined entity as a leader in the medium-duty EV commercial vehicle market, creating long-term shareholder value and providing access to necessary financial resources. Without the merger, Workhorse expects to continue facing liquidity issues and potentially undergo restructuring, which would likely result in minimal or no recovery for shareholders' equity.

Management Comments

• "By voting for the Workhorse-Motiv transaction, as well as the other eight proposals up for a vote, Workhorse shareholders will have 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 and Motiv are positioned to win the medium-duty EV market and create long-term shareholder value, but only with Workhorse shareholders vote."
• "If Workhorse shareholders do not vote for all proposals, the transaction with Motiv will not close, and Workhorse will have to continue as an independent company."
• "We will not get access to the financial resources the transaction would provide, and Workhorse shareholders would not have the opportunity to participate in the potential upside of the combined company."
• "If Workhorse continues as an independent company, we will likely continue to face liquidity issues and may need to pursue a restructuring, in which shareholders equity would likely recover very little or no value."

Industry Context

The filing highlights the company's focus on the zero-emission commercial vehicle market, specifically the medium-duty EV segment. The proposed merger with Motiv Power Systems aims to strengthen its position in this growing market, which is driven by increasing demand for sustainable transportation solutions and regulatory pushes like California's Advanced Clean Fleet regulation. The industry is characterized by competition, supply chain challenges (semiconductors, steel), and the importance of government subsidies and incentives.

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Direct impact on equity value, with potential for significant upside with the merger, or near-total loss without it. Required to vote.
• Employees: Potential impact on retention and hiring due to merger announcement/pendency, or due to restructuring if the merger fails.
• Customers: Potential impact on product development and delivery if liquidity issues persist or if the merger alters product roadmaps.
• Partners: Potential impact on business relationships due to merger announcement/pendency.
• Creditors: Potential impact from restructuring if the merger fails.

Next Steps

• Shareholders are urged to vote FOR all proposals before or during the Annual Meeting on November 12, 2025.
• Workhorse will hold its 2025 Annual General Meeting of Shareholders on November 12, 2025.
• If approved, the merger with Motiv Power Systems, Inc. will proceed.

Key Dates

Recommendation

The filing presents a dire warning: if the merger with Motiv Power Systems fails, Workhorse will likely face severe liquidity issues and potential restructuring, leading to little or no value for shareholders. This explicitly indicates that the company's standalone prospects are extremely poor. While the merger offers a potential upside, the explicit warning of near-total shareholder loss if it fails, combined with the inherent uncertainty of any merger approval, makes the stock a strong sell. Investors should consider exiting before the Annual Meeting, as a 'no' vote would likely trigger a significant price collapse. The company is essentially stating that its survival and shareholder value depend entirely on this merger, which is a highly precarious position.

Keywords

Workhorse Group, WKHS, Motiv Power Systems, Merger, Acquisition, Shareholder Vote, Proxy Statement, EV Commercial Vehicles, Zero-emission vehicles, Liquidity, Restructuring, Nasdaq, SEC Filing