Workhorse Group (WKHS) Proxy Filing summary

Executive summary

• Workhorse and Motiv Electric Trucks are merging to form a leading North American medium-duty electric truck OEM, aiming to expand product offerings and strengthen financial positions.

• The combined company targets the $23B medium-duty truck segment, with a manufacturing capacity of 5,000 trucks per year and a customer base including 10 of North America's largest fleets.

• The merger is expected to deliver $20M in cost synergies by the end of 2026 and position the company for sustainable growth and long-term shareholder value.

• The transaction values the combined company at $105 million and is expected to close in Q4 2025, subject to shareholder approval and customary conditions.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the merger transaction, with details and voting instructions to be provided in the proxy statement.

Board of directors and corporate governance

• Post-merger, Motiv's controlling investor will initially own approximately 62.5% of the combined company, Workhorse's senior secured lender about 11%, and Workhorse shareholders about 26.5%, subject to adjustments.