Workhorse Group (WKHS) Proxy Filing summary

Executive summary

• Announced a merger agreement between Workhorse and Motiv Power Systems to form a leading North American medium-duty electric truck OEM, aiming for scalable growth and innovation.

• The combined company will offer a broader portfolio of commercial EVs at lower unit costs, targeting a $23B market segment with a manufacturing capacity of 5,000 trucks per year.

• The transaction is valued at $105M, with near-term liquidity provided to Workhorse and a simplified capital structure to facilitate future capital raising.

• Expected closing in Q4 2025, subject to shareholder approval and customary closing conditions.

Voting matters and shareholder proposals

• Shareholder approval is required for the merger to proceed, with a proxy statement to be filed and mailed to shareholders.

• Shareholders are urged to read the proxy statement and related materials carefully when available.

Board of directors and corporate governance

• Scott Griffith, current Motiv CEO, is expected to serve as CEO of the combined company.

• Rick Dauch, current Workhorse CEO, will transition to an advisory role.

• Workhorse and certain directors and officers are participants in the proxy solicitation.