DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. reminds shareholders to vote FOR the proposed merger with Motiv Electric Trucks and other related proposals at the upcoming Annual General Meeting on November 12, 2025.

Summary

• Workhorse is urging shareholders to vote FOR the merger with Motiv Electric Trucks and all other proposals at the Annual Meeting scheduled for November 12, 2025.
• Shareholders of record as of September 18, 2025, are entitled to vote.
• The company believes the merger will create a category leader in the medium-duty EV market, combining Motiv's product portfolio and fleet relationships with Workhorse's vehicles, manufacturing, and dealer network.
• Expected benefits include reduced unit costs, a strengthened financial foundation, opportunities for margin expansion, and greater flexibility to pursue future growth initiatives.
• The combined company is projected to serve 10 of the largest medium-duty fleets in North America.
• Potential for at least $20 million of cost synergies is anticipated by the end of 2026, primarily from R&D, G&A, and facility cost-reductions.
• Workhorse states that voting against the proposals could lead to a standalone path, including a potential restructuring that would likely result in Workhorse investment having little or no value.

Sentiment

Score: 8

Explanation: The filing presents a highly optimistic view of the proposed merger, emphasizing significant strategic and financial benefits, including market leadership, cost synergies, and financial strengthening. The strong warning about the consequences of not approving the merger underscores management's conviction in its positive impact and the perceived necessity of the transaction for future value creation.

Positives

• Creation of a category leader positioned for rapid innovation and scalable growth in the medium-duty EV market.
• Expected reduction in unit costs, enhancing competitiveness against pure-play electric and legacy OEMs.
• Strengthening of the combined company's financial foundation, creating opportunities for margin expansion and greater flexibility for future growth.
• Potential to raise additional capital post-close.
• Combined company will serve 10 of the largest medium-duty fleets in North America, facilitating expanded adoption through existing relationships.
• Anticipated achievement of at least $20 million in cost synergies by the end of 2026, from R&D, G&A, and facility cost-reductions.
• Shareholders will have the opportunity to participate in the upside of the combined company.

Negatives

• Voting against the proposals could cause Workhorse to pursue a standalone path, including a potential restructuring that 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 parties may terminate or change terms of the transactions.
• Inability to consummate transactions or achieve expected synergies and efficiencies.
• Potential regulatory delays.
• Industry and market reaction to the announcement.
• Effect of the announcement on the ability of parties to operate businesses, retain and hire key personnel, and maintain favorable business relationships.
• Integration of parties may be more difficult, time-consuming, or costly than expected, or operating costs and business disruptions may be greater.
• Inability to obtain regulatory and other approvals required for the transactions, including from Nasdaq.
• Volatility in the price of securities due to various factors.
• Changes in laws, regulations, technologies, global supply chain, and macro-economic and social environments affecting the business.
• Inability to maintain compliance with Nasdaq rules and listing.
• Inability to successfully integrate businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected.
• Risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Risk associated with Workhorse's ability to obtain shareholder approval and the timing of the closing of the proposed transaction, including conditions not being satisfied or failure to close.
• Risk that 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 circumstance that could give rise to the termination of the proposed transaction.
• Unanticipated difficulties, liabilities, or expenditures relating to the transaction.
• Effect of the announcement, pendency, or completion of the proposed transaction on the parties' business relationships and business operations generally.
• 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.
• 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.
• 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.
• 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 control expenses.
• 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.
• Prices being 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 combined company is positioned to win the medium-duty EV market, create long-term shareholder value, strengthen its financial position, and achieve margin expansion. It expects to capture at least $20 million in cost synergies by the end of 2026 and pursue future growth initiatives, including raising additional capital post-close.

Management Comments

• "We need your vote today FOR ALL proposals in connection with Workhorse’s upcoming Annual Meeting on November 12, 2025."
• "By voting FOR the transaction with Motiv, Workhorse shareholders will have the opportunity to participate in the upside of the combined company."
• "Building on our complementary strengths, Workhorse and Motiv are positioned to win the medium-duty EV market and create long-term shareholder value."
• "We expect the transaction will strengthen the company’s financial position and create opportunities for margin expansion, enabling greater flexibility to pursue future growth initiatives, and raise additional capital post close."
• "We strongly believe this transaction is the only viable path forward for Workhorse."
• "Voting against the proposals could cause Workhorse to pursue a standalone path, including a potential restructuring that would likely result in your Workhorse investment having little or no value."
• "Help us capture long-term growth opportunities for the combined company and deliver shareholder value creation by voting FOR all of the proposals."
• "Every vote counts – vote FOR the Workhorse-Motiv transaction today!"

Industry Context

The proposed merger positions Workhorse and Motiv to become a category leader in the rapidly evolving zero-emission commercial vehicle market, specifically targeting the medium-duty EV segment. This move aims to enhance competitiveness against both pure-play electric vehicle manufacturers and traditional legacy OEMs by leveraging complementary strengths and achieving cost efficiencies.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Opportunity to participate in the upside of the combined company; risk of investment having little or no value if the merger is not approved.
• Employees: Potential for difficulties in hiring or retaining employees as a result of the proposed transaction; potential impact of cost control measures including furloughs (mentioned as a general risk for Workhorse, not directly tied to the merger).
• Customers: Combined company to serve 10 of the largest medium-duty fleets in North America, positioning for expanded adoption.
• Suppliers: Supply chain disruptions (steel, semiconductors, other material inputs) and resulting cost increases are a risk.

Next Steps

• Shareholders to vote on the merger and other proposals at the Annual Meeting on November 12, 2025.
• Completion of the transaction with Motiv, contingent on shareholder approval.
• Integration of Workhorse and Motiv businesses and technologies post-merger.
• Achievement of at least $20 million in cost synergies by the end of 2026.
• Raising additional capital post-close to fund future growth initiatives.

Key Dates

Recommendation

Management strongly advocates for the merger with Motiv, presenting it as the 'only viable path forward' to create a category leader, achieve significant cost synergies, strengthen the financial foundation, and unlock long-term shareholder value. The explicit warning that voting against the merger could lead to a restructuring resulting in 'little or no value' for current Workhorse investment suggests that approval is critical for the company's future prospects and offers substantial upside potential for shareholders, making it a strong buy recommendation if the merger proceeds.

Keywords

Workhorse Group, Motiv Power Systems, EV merger, electric trucks, commercial vehicles, zero-emission, medium-duty EV, shareholder vote, proxy statement, corporate merger, Nasdaq WKHS, cost synergies