DEFA14A: Workhorse Urges Shareholder Vote for Motiv Merger

Workhorse Group Inc. and Motiv Power Systems, Inc. CEOs release a video encouraging shareholders to vote FOR the proposed merger at the upcoming Annual Meeting on November 12, 2025.

Summary

• Workhorse Group Inc. (Nasdaq: WKHS) distributed a communication regarding the Agreement and Plan of Merger with Motiv Power Systems, Inc., dated August 15, 2025.
• Workhorse CEO Rick Dauch and Motiv CEO Scott Griffith posted a video at www.VoteWKHS.com highlighting the compelling benefits of the transaction.
• Shareholders are encouraged to vote FOR all proposals in connection with Workhorse's 2025 Annual General Meeting of Shareholders scheduled for November 12, 2025.
• Shareholders of record as of September 18, 2025, are eligible to vote.
• The company emphasizes the strategic and financial benefits of the proposed merger.

Sentiment

Score: 7

Explanation: The filing strongly advocates for the merger, highlighting its 'compelling benefits' and 'strategic and financial benefits,' indicating a positive outlook from management. However, it also includes an extensive list of risks associated with the merger and future operations, which tempers the overall sentiment.

Positives

• Management highlights the 'compelling benefits' and 'strategic and financial benefits' of the proposed merger with Motiv Power Systems, Inc.
• The merger is presented as a strategic move to pioneer the transition to zero-emission commercial vehicles.

Negatives

• No explicit negatives are presented in the communication, which focuses on encouraging a 'FOR' vote for the merger.

Risks

• Delay in or failure to consummate the Merger or other described transactions.
• Possibility that parties may terminate certain transactions or that terms may change.
• Inability to consummate transactions or achieve expected synergies and/or efficiencies.
• Potential regulatory delays.
• Industry and market reaction to the announcement.
• Effect of the announcement on the ability 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.
• 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.
• Risk that the price of Workhorse securities may be volatile due to various 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.
• Expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all.
• Conditions to the transaction are not satisfied on a timely basis or at all, or failure of the transaction to close for any other reason or on anticipated terms.
• Any regulatory approval, consent, or authorization may not be obtained or may be 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.
• Disruption of current plans and operations of the parties and their respective management teams.
• 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 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.
• Ability to capitalize on opportunities to deliver products to meet customer requirements.
• Limited operations and need to expand and enhance elements of 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 potential costs, dilution, and restrictions from such financing.
• Ability to maintain compliance with Nasdaq listing requirements and impact of steps taken, including reverse 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 effectiveness of cost control measures, including effects of furloughing employees.
• 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 (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 future outlook is centered on the successful consummation of the merger with Motiv Power Systems, Inc., which is anticipated to create a combined company with enhanced business and future financial and operating results, including expected synergies. Management projects the combined entity will continue to focus on pioneering the transition to zero-emission commercial vehicles.

Management Comments

• Workhorse CEO Rick Dauch and Motiv CEO Scott Griffith posted a video outlining the 'compelling benefits' of the transaction.
• Management encourages Workhorse shareholders to vote FOR all proposals in connection with the upcoming Annual Meeting.
• Management highlights the 'compelling strategic and financial benefits' of the transaction.

Industry Context

This announcement relates to the ongoing trend in the automotive industry towards zero-emission commercial vehicles, particularly for last-mile delivery and medium-duty operations. The proposed merger aims to strengthen Workhorse's position in this evolving market by combining with Motiv Power Systems, a move that could enhance their collective capabilities and market reach in the electric vehicle sector.

Corporate Governance

Legal Proceedings

• The outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc., is listed as a risk factor that could materially affect actual results.

Stakeholder Impact

• Shareholders: Urged to vote on a significant merger that could impact future stock value and company direction.
• Employees: Potential difficulties in hiring or retaining employees as a result of the proposed transaction are noted as a risk.
• Customers: The merger aims to enhance the company's ability to deliver zero-emission commercial vehicles and meet customer requirements.
• Partners (Motiv Power Systems): Direct involvement in the merger, with integration challenges and synergy realization being key factors.
• Regulatory Authorities: Required approvals from regulatory bodies, including Nasdaq, are necessary for the merger's consummation.

Next Steps

• Shareholders to vote on merger-related proposals at the Annual Meeting on November 12, 2025.
• Consummation of the merger with Motiv Power Systems, Inc. upon shareholder and regulatory approvals.

Key Dates

Recommendation

The filing is a proxy solicitation urging shareholders to approve a strategic merger, which management believes offers 'compelling strategic and financial benefits.' While the proposed merger could unlock value and strengthen the company's market position in zero-emission commercial vehicles, the extensive list of risks associated with integration, regulatory approvals, and future operations warrants caution. A seasoned investor would likely hold their position to observe the outcome of the shareholder vote, the successful closing of the transaction, and the initial phases of integration before making a more definitive investment decision.

Keywords

Workhorse Group Inc., Motiv Power Systems, Merger, Acquisition, Electric Vehicles, Zero-emission, Commercial Vehicles, SEC Filing, Proxy Statement, Shareholder Vote, WKHS, Last-mile delivery