DEFA14A: Workhorse Urges Shareholder Vote FOR Motiv Merger

Workhorse Group Inc. is soliciting shareholder votes for its upcoming Annual Meeting to approve the merger with Motiv Power Systems, Inc.

Summary

• Workhorse Group Inc. is communicating with stakeholders regarding its Agreement and Plan of Merger with Motiv Power Systems, Inc., dated August 15, 2025.
• The company is soliciting proxies for its 2025 Annual Meeting of Stockholders.
• Shareholders are encouraged to vote FOR all proposals at the Annual Meeting, including the merger transaction.
• Workhorse has filed a definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (SEC), containing important information about the matters to be voted on.
• Additional information, including an FAQ and a shareholder letter, is available on www.votewkhs.com.

Sentiment

Score: 6

Explanation: The filing is a procedural communication encouraging shareholder approval for a merger, indicating a strategic move by the company. While it lists extensive risks, these are standard for forward-looking statements and M&A transactions. The company's proactive solicitation suggests confidence in the proposed transaction.

Positives

• Workhorse Group Inc. is actively encouraging shareholders to vote FOR all proposals at the upcoming Annual Meeting, implying management views the proposed merger with Motiv Power Systems, Inc. as beneficial.
• The company anticipates benefits and synergies from the proposed transaction, as stated in its forward-looking statements.

Negatives

• No explicit negative outcomes or results are detailed in this filing; however, a comprehensive list of potential risks and uncertainties associated with the merger and ongoing operations is provided.

Risks

• Inability to successfully integrate businesses and technologies of Workhorse and Motiv.
• Failure to fully achieve expected benefits and synergies from the proposed transaction in a timely manner or at all.
• Risk associated with obtaining Workhorse shareholder approval for the proposed transaction.
• Uncertainty regarding the timing of the closing of the proposed transaction, including conditions not being satisfied or failure to close.
• Regulatory approval, consent, or authorization for the proposed transaction may not be obtained or may be subject to unanticipated conditions.
• Occurrence of any event, change, or circumstance that could lead to the termination of 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.
• Disruption of current plans and operations of both parties and potential difficulties in hiring or retaining employees due to the transaction.
• 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, including those from the new Presidential Administration and changes to regulatory agencies.
• Implementation of changes to the existing tariff regime and responsive measures by foreign governments.
• Risks associated with obtaining and executing product orders.
• Unavailability, reduction, elimination, or adverse application of government subsidies and incentives, or challenges to regulations like California Air Resource Board's Advanced Clean Fleet.
• Changes in attitude toward environmental, social, and governance (ESG) matters among regulators, investors, and business partners.
• Supply chain disruptions, including constraints on steel, semiconductors, and other material inputs, leading to cost increases.
• Ability to capitalize on opportunities to deliver products to meet customer requirements.
• Limited operations and the need to expand and enhance production processes to fulfill 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 maintain compliance with Nasdaq listing requirements, including the impact of reverse stock splits.
• 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.
• Ability to control expenses and the effectiveness of cost control measures, including employee furloughs.
• Potential competition, including shifts in technology.
• Volatility in and deterioration of national and international capital markets and economic conditions.
• Global and local business conditions.
• Acts of war (e.g., Ukraine, Middle East) and/or terrorism.
• Prices charged by competitors.
• Inability to retain key members of the management team.
• Inability to satisfy customer warranty claims.
• 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 filing contains forward-looking statements regarding the proposed merger transaction, future events, plans, anticipated results of operations, business strategies, anticipated benefits and impact of the transaction, expected synergies, and the anticipated closing date. These statements are subject to various risks and uncertainties that could cause actual results to differ materially.

Management Comments

• "Workhorse shareholders: Want to know why you should vote FOR all of the proposals at our upcoming Annual Meeting? Check out our FAQ that we posted about our transaction with Motiv and why we encourage you to get your votes in FOR all proposals today at www.votewkhs.com."

Industry Context

This filing relates to the ongoing consolidation and strategic realignments within the electric vehicle (EV) and commercial vehicle sectors, as companies seek to enhance capabilities, achieve economies of scale, and navigate a competitive and evolving market. The merger of Workhorse, known for its last-mile delivery EVs, with Motiv, a provider of EV chassis and powertrain solutions, suggests a move towards vertical integration or expansion of product offerings in the commercial EV space.

Comparison to Industry Standards

• NA

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Directly impacted by the merger vote, potential changes in stock value, and the long-term value of the combined company.
• Employees: Potential disruption to current plans and operations, and difficulties in hiring or retaining employees as a result of the proposed transaction.
• Customers & Partners: Potential effects on business relationships and operations due to the merger.
• Creditors: Potential impact from the company's ability to obtain sufficient liquidity and manage expenses, as well as the overall financial health of the combined entity.

Next Steps

• Workhorse shareholders are urged to read the Definitive Proxy Statement and other relevant documents filed with the SEC.
• Shareholders are encouraged to vote FOR all proposals at the upcoming 2025 Annual Meeting of Stockholders.
• The company will proceed with the proposed merger transaction with Motiv Power Systems, Inc., subject to shareholder and regulatory approvals and satisfaction of closing conditions.

Key Dates

Keywords

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