DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. reminds shareholders to vote FOR all proposals related to its merger with Motiv Power Systems, Inc. by the November 11, 2025 deadline, emphasizing it as the only viable path forward.

Summary

• Workhorse Group Inc. (Nasdaq: WKHS) is urging shareholders to vote FOR all proposals concerning its merger with Motiv Power Systems, Inc.
• The final deadline for voting is November 11, 2025, at 11:59 pm ET.
• The Annual Meeting is scheduled virtually for November 12, 2025.
• Leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., have recommended shareholders vote FOR the merger.
• Workhorse believes this transaction is the only viable path forward for the Company and its shareholders.
• Failure to approve the transaction could lead to continued liquidity issues and potential restructuring, where shareholders' equity would likely recover very little or no value.

Sentiment

Score: 3

Explanation: The filing presents a dire situation if the merger does not proceed, explicitly stating that failure to vote FOR the merger would lead to continued liquidity issues and potential restructuring with little to no shareholder value recovery. While the merger itself is presented positively, the underlying context of the company's standalone viability is highly negative, creating a strong sense of urgency and potential downside.

Positives

• Leading independent proxy advisory firms (Institutional Shareholder Services and Glass Lewis & Co.) recommend voting FOR the merger, recognizing its compelling value.
• The merger offers shareholders an opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.

Negatives

• Failure to vote FOR the transaction, including not voting at all, will prevent the transaction from closing.
• Without the merger, Workhorse would likely continue to face liquidity issues.
• A potential restructuring without the merger would likely result in shareholders' equity recovering very little or no value.

Risks

• Inability of parties to successfully integrate businesses and technologies, leading to less effective and efficient combined operations.
• Expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Risk that Workhorse shareholders may not approve the transaction, or conditions to closing are not satisfied, or the transaction fails to close for other reasons or on anticipated terms.
• Regulatory approvals, consents, or authorizations 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 product portfolio (W4 CC, W750, W56).
• Ability to attract and retain customers.
• Ongoing and anticipated changes in the U.S. political environment, including new Presidential Administration and regulatory agencies.
• Implementation of changes to 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 failure to adopt/enforce regulations like California Air Resource Board's Advanced Clean Fleet.
• Changes in attitude toward environmental, social, and governance matters.
• Supply chain disruptions (steel, semiconductors, 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 production process.
• General inability to raise additional capital to fund operations and business plan.
• Ability to receive sufficient proceeds from financing arrangements to meet liquidity needs, and potential costs, dilution, and restrictions from such financing.
• Ability to maintain compliance with Nasdaq listing requirements and impact of steps taken (e.g., reverse 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 impact on operations, including employee furloughs.
• Potential competition, including technology shifts.
• Volatility and deterioration of national and international capital markets and economic conditions.
• Global and local business conditions.
• Acts of war (Ukraine, Middle East) and/or terrorism.
• Prices charged by competitors.
• Inability to retain key management team members.
• Inability to satisfy customer warranty claims.
• Outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.
• Ability to realize benefits of the sale and leaseback transaction of the Union City Facility.

Future Outlook

Workhorse believes the merger with Motiv Power Systems is the only viable path forward for the Company, offering shareholders the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market. Without the merger, the company anticipates continued liquidity issues and a potential restructuring that would likely result in little to no value recovery for shareholders.

Management Comments

• Your vote is important, no matter how many or how few shares you own.
• It is critical that you vote today FOR the Workhorse – Motiv transaction to approve the merger and ensure that you receive the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.
• Workhorse believes the transaction with Motiv is the only viable path forward for the Company and its shareholders.
• Failure to vote FOR the transaction, including not voting at all, will prevent the transaction from closing.
• Workhorse would 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.
• Vote TODAY to support the merger that will maximize the value of your Workhorse investment.

Industry Context

The proposed merger positions Workhorse to become a leader in the medium-duty electric vehicle (EV) commercial vehicle market, aligning with the broader industry trend towards zero-emission transportation and last-mile delivery solutions. The emphasis on government subsidies and regulations like California's Advanced Clean Fleet regulation highlights the regulatory push driving EV adoption in the commercial sector.

Legal Proceedings

• Outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc. (mentioned as a risk).

Stakeholder Impact

• Shareholders: Directly impacted by the merger vote, with potential upside if approved and significant loss of value if not.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction (mentioned as a risk). Also, effects of furloughing employees are mentioned as a risk related to cost control measures.
• Customers: Ability to attract and retain customers for existing and new products (mentioned as a risk).
• Suppliers: Supply chain disruptions impacting suppliers (mentioned as a risk).
• Creditors: Implied impact due to liquidity issues and potential restructuring if the merger fails.

Next Steps

• Shareholders to vote FOR all proposals by November 11, 2025, 11:59 pm ET.
• Workhorse Annual Meeting to be held virtually on November 12, 2025.
• Completion of the merger with Motiv Power Systems, Inc.

Key Dates

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger Agreement, EV Commercial Vehicles, Shareholder Vote, Proxy Statement, WKHS, Zero-emission vehicles, Liquidity Issues, Corporate Governance