DEFA14A: Workhorse Urges Shareholder Vote FOR Motiv Merger

Workhorse Group Inc. reminds shareholders to vote FOR the proposed all-stock merger with Motiv Electric Trucks and all related proposals at the upcoming November 12, 2025 Annual Meeting to create a leading North American medium-duty electric truck OEM.

Summary

• Workhorse Group Inc. is urging shareholders to vote FOR the proposed all-stock merger with Motiv Electric Trucks and all nine related proposals at the Annual General Meeting on November 12, 2025.
• The combination aims to create a leading North American medium-duty electric truck OEM.
• Shareholders of record as of September 18, 2025, are eligible to vote.
• Approval of all nine proposals is necessary for the transaction to close and for Workhorse shareholders to participate in the potential upside of the combined company.
• If the merger does not go through, Workhorse will continue as an independent company, likely facing liquidity issues and potentially needing restructuring, which could result in little or no value recovery for shareholders.
• A reverse stock split is likely necessary to meet Nasdaq's initial listing standards for the combined entity, as the merger involves a change of control.

Sentiment

Score: 7

Explanation: The company is strongly advocating for a strategic move that it believes is essential for its survival and future growth, despite the underlying challenges it faces as an independent entity. The tone is urgent and positive about the merger's prospects, presenting it as the 'best option' to avoid severe negative consequences.

Positives

• Opportunity for Workhorse shareholders to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.
• Significant ownership stake in the combined company for Workhorse shareholders.
• Creation of a leading North American medium-duty electric truck OEM.
• Access to financial resources that the transaction would provide, addressing Workhorse's current liquidity issues.

Negatives

• If the merger fails, Workhorse will likely continue to face liquidity issues as an independent company.
• Failure of the merger may lead to a restructuring, where shareholders' equity would likely recover very little or no value.
• The need for a reverse stock split, which can sometimes be perceived negatively by the market, though presented as a necessity for Nasdaq listing.

Risks

• Delay in or failure to consummate the merger or other described transactions.
• Possibility that parties may terminate certain transactions or change terms.
• Inability to consummate transactions or achieve expected synergies/efficiencies.
• Potential regulatory delays.
• Industry and market reaction to the announcement.
• Effect of the announcement on the parties' ability to operate businesses, retain/hire key personnel, and maintain favorable business relationships.
• Integration of parties may be more difficult, time-consuming, or costly than expected.
• Operating costs and business disruptions may be greater than expected.
• Inability to obtain regulatory and other approvals required, including from Nasdaq.
• Risk of volatile securities price due to various factors.
• Changes in laws, regulations, technologies, global supply chain, and macro-economic/social environments affecting the business.
• Inability to maintain compliance with Nasdaq rules and listing.
• Inability to successfully integrate businesses and technologies, leading to the combined company not operating as effectively and efficiently as expected.
• Expected benefits and synergies may not be fully achieved in a timely manner, or at all.
• Risk that conditions to the transaction are not satisfied on a timely basis or at all, or failure to close for any other reason.
• Risk that any regulatory approval, consent, or authorization is not obtained or is obtained with unanticipated conditions.
• Occurrence of any event, change, or circumstance that could terminate the proposed transaction.
• Unanticipated difficulties, liabilities, or expenditures relating to the transaction.
• Effect of announcement/pendency of transaction on business relationships and operations.
• Effect of 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 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.
• 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 we do business.
• Supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases impacting us, our customers, our 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 our production process to fulfill product orders.
• General inability to raise additional capital to fund our operations and business plan.
• Ability to receive sufficient proceeds from our current and any future financing arrangements to meet our immediate liquidity needs and the potential costs, dilution and restrictions resulting from any such financing.
• Ability to maintain compliance with the listing requirements of the Nasdaq and the impact of any steps we have taken, including reverse splits of our common stock, on our operations, stock price and future access to funds.
• Ability to protect our intellectual property.
• Market acceptance of our products.
• Ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern and, our ability to control our expenses.
• The effectiveness of our cost control measures and impact such measures could have on our 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 our competitors.
• Inability to retain key members of our management team.
• Inability to satisfy our 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 our Union City Facility.

Future Outlook

The proposed merger with Motiv is expected to create a leading North American medium-duty electric truck OEM, offering Workhorse shareholders the opportunity to participate in the potential upside and benefit from long-term growth and value creation. The combined company is anticipated to have improved financial resources.

Management Comments

• "Our combination with Motiv will provide Workhorse shareholders the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market, with a significant ownership stake in the combined company."
• "The only way for our shareholders to participate in this potential upside and benefit from long-term growth and value creation is by getting out today and voting FOR the Workhorse-Motiv transaction, as well as the other proposals up for a vote at the Annual Meeting."
• "If Workhorse shareholders do not vote for the merger proposals, the transaction 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."
• "The Workhorse Board of Directors looked at all other viable paths forward and thoroughly explored several alternatives for Workhorse and our shareholders. We believe our future with Motiv is the best option for our Company and your investment."
• "To capture our long-term growth opportunities, we need your VOTE FOR ALL PROPOSALS at the Annual Meeting. Every vote counts!"

Industry Context

The proposed merger aims to create a leading North American medium-duty electric truck OEM, positioning the combined entity to capitalize on the growing market for zero-emission commercial vehicles and last-mile delivery solutions. This aligns with the broader industry trend towards electrification of commercial fleets and increased demand for sustainable transportation.

Corporate Governance

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Opportunity for potential upside and significant ownership in the combined company if the merger is approved; risk of little to no value recovery if the merger fails due to liquidity issues and potential restructuring.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction; impact of cost control measures including employee furloughs mentioned as a risk.
• Customers: Continued development and manufacturing of product portfolio (W4 CC, W750, W56) and ability to attract and retain customers are key to the combined entity's success.
• Suppliers: Supply chain disruptions and cost increases are noted as risks.
• Creditors: The merger is presented as a way to address liquidity issues, implying a positive impact on the company's ability to meet its obligations compared to continuing independently.

Next Steps

• Shareholders to vote on nine proposals at the Annual Meeting on November 12, 2025.
• Completion of the merger transaction with Motiv, pending shareholder and regulatory approvals.
• Integration of Workhorse and Motiv businesses and technologies.

Key Dates

Recommendation

The filing presents a critical juncture for Workhorse, where the proposed merger is positioned as the only viable path to avoid severe liquidity issues and potential shareholder value destruction. While the underlying situation for Workhorse as an independent entity appears dire, the merger offers a strategic pivot towards potential long-term growth and value creation as a leading medium-duty EV OEM. An investor should 'hold' to see if the merger is approved, as its success is presented as essential for any future upside. If the merger fails, the company explicitly warns of significant downside, which would warrant a 'sell' recommendation. However, based solely on this filing, which is a strong advocacy for the merger, the implied action is to support the path to potential value, hence a 'hold' to await the outcome and the subsequent performance of the combined entity.

Keywords

Workhorse Group, Motiv Power Systems, merger, electric vehicles, EV, commercial vehicles, medium-duty trucks, zero-emission, Nasdaq, reverse stock split, shareholder vote, proxy solicitation, liquidity, restructuring, corporate governance