DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. is urging shareholders to vote for its proposed merger with Motiv Power Systems, Inc. at the upcoming Annual Meeting on November 12, 2025, highlighting the transaction's critical role in addressing liquidity issues and unlocking future growth.

Summary

• Workhorse Group Inc. (Workhorse) is actively soliciting shareholder votes for its proposed merger with Motiv Power Systems, Inc. (Motiv).
• The Annual Meeting is scheduled for November 12, 2025, where shareholders will vote on nine proposals, including the Workhorse-Motiv transaction.
• Shareholders are strongly encouraged to vote 'FOR' all proposals to enable participation in the potential upside of a combined entity positioned as a leader in the medium-duty EV commercial vehicle market.
• Failure to approve the merger would result in Workhorse continuing as an independent company, likely facing ongoing liquidity issues and potentially requiring restructuring.
• In the event of a failed merger, shareholders' equity would likely recover very little or no value.
• Shareholders can submit their votes online, virtually during the meeting, or by returning a proxy card.

Sentiment

Score: 6

Explanation: The filing conveys an urgent and critical message, highlighting severe negative consequences (liquidity issues, restructuring, potential loss of shareholder value) if the merger is not approved. However, it presents the merger itself as a strong positive, offering a path to financial stability and market leadership. The sentiment is cautiously optimistic about the merger's potential but strongly negative about the alternative.

Positives

• The merger offers shareholders the opportunity to participate in the upside of a leader in the medium-duty EV commercial vehicle market.
• Shareholders would gain a significant ownership stake in the combined company.
• The transaction would provide Workhorse with access to crucial financial resources.
• The combined Workhorse and Motiv are positioned to win the medium-duty EV market and create long-term shareholder value.

Negatives

• If shareholders do not vote for all proposals, the transaction with Motiv will not close.
• Workhorse would continue as an independent company, without access to the financial resources the transaction would provide.
• Shareholders would not have the opportunity to participate in the potential upside of the combined company.
• Workhorse, as an independent company, would likely continue to face liquidity issues.
• Continuing independently may necessitate a restructuring, in which shareholders' equity would likely recover very little or no value.

Risks

• Potential for delay in or failure to consummate the Merger or other described transactions.
• Possibility that the parties may terminate certain transactions or that their terms may change.
• Inability to consummate the transactions or achieve the expected synergies and/or efficiencies.
• Potential regulatory delays and the industry and market reaction to the merger announcement.
• The effect of the announcement on the parties' ability 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's 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 the listing of securities on Nasdaq.
• The risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• 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.
• 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.
• Uncertainty as to 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, including the W4 CC, W750, and W56.
• Ability to attract and retain customers for existing and new products.
• Ongoing and anticipated changes in the U.S. political environment and 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.
• Changes in attitude toward environmental, social, and governance matters.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, and resulting cost increases.
• 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 future financing arrangements to meet immediate liquidity needs, and potential costs, dilution, and restrictions from such financing.
• Ability to protect intellectual property and market acceptance of products.
• Ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern and control expenses.
• The effectiveness of cost control measures and impact such measures could have on operations, including effects of furloughing employees.
• Potential competition, including shifts in technology, and volatility in national and international capital markets and economic conditions.
• Global and local business conditions, acts of war (Ukraine, Middle East), and/or terrorism.
• Inability to retain key members of the management team or 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 anticipated to position the combined company as a leader in the medium-duty EV commercial vehicle market, providing Workhorse with access to critical financial resources and creating long-term shareholder value. Without the merger, Workhorse expects to continue facing severe liquidity issues and may need to pursue restructuring, potentially resulting in little to no shareholder equity recovery. The combined entity is expected to achieve synergies and efficiencies.

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 proposed merger aims to create a leader in the medium-duty EV commercial vehicle market, indicating a strategic move to consolidate or strengthen Workhorse's position within this growing sector. The emphasis on 'winning' this market suggests a highly competitive landscape where scale, technological integration, and financial resources are crucial for long-term success and market dominance.

Corporate Governance

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Face a critical decision that will determine the future value of their investment, with potential for significant upside if the merger is approved or near-total loss if it fails.
• Employees: May experience potential difficulties in hiring or retaining personnel as a result of the proposed transaction, and cost control measures could lead to furloughs.
• Customers: The company's ability to attract and retain customers for its existing and new products is a risk factor, influenced by the success of the merger and product development.
• Suppliers: Supply chain disruptions, including constraints on key materials and cost increases, could impact suppliers and the company's ability to produce vehicles.

Next Steps

• Shareholders are required to vote on all proposals, including the merger, by the Annual Meeting on November 12, 2025.
• Workhorse will hold its Annual Meeting virtually on November 12, 2025.
• If approved, the integration of Workhorse and Motiv businesses and technologies will commence.
• The combined entity will need to obtain all necessary regulatory and other approvals, including from Nasdaq, to consummate the transaction.

Key Dates

Recommendation

The filing strongly indicates that the proposed merger with Motiv Power Systems is critical for Workhorse's survival and future value creation. Failure to approve the merger is explicitly stated to lead to continued liquidity issues, potential restructuring, and likely little to no recovery of shareholder equity, effectively making the stock a strong sell. Therefore, the recommendation is to support the merger by voting 'FOR' all proposals to enable the company to access necessary financial resources and participate in the medium-duty EV market upside, thereby preserving and potentially enhancing shareholder value. Without the merger, the outlook for the stock is severely negative, warranting a 'strong sell' recommendation.

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger, EV Commercial Vehicle, Proxy Statement, Shareholder Vote, Liquidity Issues, Restructuring, Medium-Duty EV, Corporate Governance