Workhorse Group (WKHS) Proxy Filing summary

Executive summary

• The proxy statement seeks shareholder approval for a merger between Workhorse and Motiv Power Systems, with Motiv investors to own 62.5% and pre-merger Workhorse shareholders to own 26.5% of the combined company, subject to adjustments and excluding certain financings.

• The merger is structured as an all-stock transaction, with all Motiv equity and debt cancelled in exchange for Workhorse common stock; no cash consideration is expected for Motiv equity holders, as proceeds will satisfy Motiv's outstanding debt.

• The combined company will continue to trade on Nasdaq under the symbol "WKHS"; a reverse stock split may be implemented to meet Nasdaq listing requirements.

• The merger is expected to close in Q4 2025, subject to shareholder approvals, regulatory clearances, and completion of related financings.

Voting matters and shareholder proposals

• Shareholders are asked to vote on nine proposals: (1) stock issuance for the merger and related financings, (2) reverse stock split, (3) amended incentive plan, (4) charter amendment, (5) advisory charter proposals (increase authorized shares, opt out of Nevada Control Share Act, exclusive forum/waiver of jury trial), (6) election of eight directors, (7) say-on-pay, (8) auditor ratification, and (9) adjournment.

• Approval of proposals 1–4 is required to consummate the merger; the board recommends voting "FOR" all proposals.

Board of directors and corporate governance

• Post-merger, the board will have seven members: two designated by Workhorse and five by Motiv.

• The combined company will be a "controlled company" under Nasdaq rules, with Motiv's controlling stockholder initially holding 62.5% of voting power.

• The charter amendment increases authorized common shares to 100 million, opts out of the Nevada Control Share Act, and adds exclusive forum and jury trial waiver provisions.