Workhorse Group (WKHS) Proxy Filing summary

Executive summary

• Announced a definitive merger agreement between two leading medium-duty electric vehicle manufacturers, aiming to create a top North American OEM with a broader product portfolio and improved operational scale.

• The combined company is valued at approximately $105 million and will target the $23 billion medium-duty truck market, offering Class 4-6 trucks.

• The merger is expected to deliver cost synergies of at least $20 million by the end of 2026, leveraging shared technology, manufacturing, and customer bases.

• The transaction includes a $20M sale-leaseback of a manufacturing facility and $5M in convertible note financing to provide near-term liquidity.

• The deal is anticipated to close in Q4 2025, subject to shareholder approval and customary conditions.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed merger, which requires their approval for completion.

• Additional proxy materials and the definitive proxy statement will be filed and distributed to shareholders for review prior to the vote.

Board of directors and corporate governance

• Post-merger, Motiv's CEO Scott Griffith will lead the combined company as CEO, while Workhorse's CEO Rick Dauch will serve as an advisor.

• Information on directors, executive officers, and their interests will be included in the proxy statement and referenced SEC filings.