DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. is actively soliciting shareholder votes to approve its merger with Motiv Power Systems, Inc., aiming to dominate the medium-duty EV market.

Summary

• Workhorse Group Inc. is seeking shareholder approval for its merger with Motiv Power Systems, Inc., based on an agreement dated August 15, 2025.
• Shareholders are urged to vote FOR all nine proposals at the upcoming 2025 Annual Meeting to complete the transaction.
• The combined entity is expected to be positioned to win the medium-duty EV market, deliver unmatched value to fleets, and create lasting growth for shareholders.
• A definitive proxy statement on Schedule 14A has been filed with the U.S. Securities and Exchange Commission (SEC), containing important information about the matters to be voted on.

Sentiment

Score: 7

Explanation: The filing is highly promotional for the merger, emphasizing strategic benefits and shareholder value. However, it also includes an extensive list of risks, which is standard for such filings but tempers the overall positive sentiment by highlighting potential challenges.

Positives

• The merger is anticipated to position the combined company to win the medium-duty EV market.
• Expected to deliver unmatched value to fleets.
• Aims to create lasting growth for shareholders.
• Potential for successful business and technology integration.
• Expected benefits and synergies from the proposed transaction.

Risks

• Ability of parties 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.
• Workhorse's ability to obtain the approval of its shareholders required to consummate the proposed transaction.
• Timing of the closing of the proposed transaction, including the risk that conditions are not satisfied on a timely basis or at all, or the failure of the transaction to close for any other reason.
• 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 other 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 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.
• 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 impacting Workhorse, its customers, suppliers, or the industry.
• 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 the 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 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 Workhorse and Motiv are expected to be positioned to win the medium-duty EV market, deliver unmatched value to fleets, and create lasting growth for shareholders. The transaction is anticipated to result in successful business and technology integration, leading to expected benefits and synergies.

Management Comments

• Workhorse and Motiv will be positioned to win the medium-duty EV market, deliver unmatched value to fleets, and create lasting growth for shareholders.
• In order for Workhorse to complete the transaction with Motiv, and for Workhorse shareholders to participate in the potential upside of the combined company, we need your vote FOR all nine proposals at the upcoming Annual Meeting.

Industry Context

The filing highlights the strategic importance of the medium-duty EV market, suggesting a competitive landscape where consolidation or strategic partnerships are key to market leadership and delivering value to commercial fleets. The emphasis on 'winning' this market implies significant growth potential and competition within the electric vehicle sector, particularly for commercial applications.

Legal Proceedings

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

Stakeholder Impact

• Shareholders: Expected to participate in the potential upside of the combined company and create lasting growth. Their vote is crucial for the transaction.
• Fleets (Customers): Expected to receive 'unmatched value' from the combined company.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction (risk). Potential effects of furloughing employees (risk).
• Suppliers: Supply chain disruptions, including constraints on material inputs and resulting cost increases, impacting suppliers (risk).

Next Steps

• Workhorse shareholders to vote FOR all nine proposals at the upcoming 2025 Annual Meeting.
• Completion of the merger transaction with Motiv.
• Integration of businesses and technologies post-merger.
• Workhorse will file a definitive proxy statement on Schedule 14A and other relevant documents with the SEC.

Key Dates

Recommendation

The filing is a solicitation for shareholder approval of a merger, not a performance update. While management projects significant upside in the medium-duty EV market, the transaction is subject to shareholder and regulatory approvals, and the filing outlines numerous integration and operational risks. An investor should hold their position until the merger is completed and more clarity emerges regarding the combined entity's execution and financial performance, especially given Workhorse's historical challenges and stated 'general inability to raise additional capital.'

Keywords

Workhorse Group, Motiv Power Systems, Merger, EV Market, Medium-Duty EV, Shareholder Vote, Proxy Statement, SEC Filing, Electric Vehicles, Corporate Governance