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. by the November 25, 2025, Annual Meeting deadline.

Summary

• Workhorse Group Inc. (Nasdaq: WKHS) is reminding shareholders to vote FOR its transaction with Motiv Power Systems, Inc. and other proposals.
• The vote is in connection with the upcoming 2025 Annual General Meeting of Shareholders, scheduled for November 25, 2025.
• Shareholders of record as of the close of business on September 18, 2025, are entitled to vote.
• The company emphasizes the critical need to reach quorum for the meeting to complete the transaction.
• Failure to approve the transaction would force Workhorse to pursue a standalone path, potentially leading to a restructuring that could result in Workhorse investment having little or no value.
• Shareholders can vote online at www.proxyvote.com, virtually during the meeting at www.virtualshareholdermeeting.com/WKHS2025, or by returning a proxy card.
• The deadline to vote in advance of the Annual Meeting is 11:59 pm ET on November 24, 2025.

Sentiment

Score: 7

Explanation: The filing strongly advocates for a strategic merger, presenting it as crucial for shareholder value and warning of severe negative consequences (potential restructuring, loss of investment value) if the transaction fails. The urgency and emphasis on the benefits of the merger contribute to a generally positive sentiment regarding the proposed path, despite the explicit warnings about the alternative.

Positives

• The proposed transaction offers Workhorse shareholders the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.
• Shareholders who have already voted are strongly supporting the transaction.

Negatives

• If shareholders do not vote, the transaction with Motiv will not close.
• Workhorse would be forced to pursue a standalone path, which would likely include a potential restructuring.
• A potential restructuring would likely result in Workhorse investment having little or no value.

Risks

• Delay in or failure to consummate the Merger or other transactions.
• Possibility that the parties may terminate certain transactions or that their terms may change.
• Inability to consummate the transactions or achieve expected synergies and/or efficiencies.
• Potential regulatory delays.
• Industry and market reaction to the announcement of the transactions.
• 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 risk that the price of Workhorse securities may be volatile due to a variety of 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.
• Failure to obtain Workhorse shareholder approval or conditions to the transaction not being 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.
• Any regulatory approval, consent, or authorization required for the proposed transaction is not obtained or is obtained subject to unanticipated conditions.
• 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 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 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 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 proposed merger with Motiv Power Systems will position Workhorse shareholders to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market. The combined entity is expected to achieve synergies and efficiencies, though these are subject to various risks including integration challenges and regulatory approvals.

Management Comments

• "The deadline to submit your vote is approaching fast. If you haven't voted yet, get your vote in today FOR the Workhorse-Motiv transaction."
• "To complete the transaction and enable Workhorse shareholders to have the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market, we need to reach quorum for our meeting."
• "Shareholders that have already voted are strongly supporting the transaction."
• "Help us get to quorum so we can bring the benefits of the transaction to you: get your vote in TODAY. Don't miss out!"
• "If Workhorse shareholders do not get their votes in, the transaction with Motiv will not close and Workhorse will have to pursue a standalone path, including a potential restructuring that would likely result in your Workhorse investment having little or no value."
• "Your vote is very important. It does not matter how many shares you own."

Industry Context

This proposed merger aligns with the broader industry trend towards consolidation and strategic partnerships within the rapidly evolving zero-emission commercial vehicle market. Companies are seeking to combine resources, technologies, and market reach to accelerate product development, achieve economies of scale, and better compete in a capital-intensive sector driven by increasing regulatory pressure for electrification.

Stakeholder Impact

• Shareholders: Opportunity to participate in potential upside of the combined company; risk of investment having little or no value if the merger fails.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction (risk factor).
• Customers/Partners: Potential impact on business relationships (risk factor).

Next Steps

• Shareholders to vote on the Workhorse-Motiv transaction and other proposals.
• Annual General Meeting of Shareholders to be held on November 25, 2025.
• Completion of the merger transaction with Motiv Power Systems, Inc., pending shareholder approval and other conditions.

Key Dates

Recommendation

The filing strongly urges shareholders to vote for the merger with Motiv, framing it as essential to unlock potential upside and avoid a standalone path that could lead to significant loss of investment value. For existing shareholders, voting for the merger is presented as a critical action to preserve and potentially enhance their investment, effectively recommending a 'hold' position contingent on the merger's success. The alternative scenario described implies a 'sell' for the standalone entity.

Keywords

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