UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

SCHEDULE 14A

__________________________________________

Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

Workhorse Group Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

WORKHORSE GROUP INC.
3600 Park 42, Suite 160E
Sharonville, Ohio 45241

Dear Workhorse Stockholders:

You are cordially invited to attend the 2025 annual meeting of stockholders of Workhorse Group Inc., a Nevada corporation (“Workhorse”), to be held on November 12, 2025, at 9:00 a.m. Eastern Time, unless adjourned or postponed to a later date, in order to obtain the stockholder approvals necessary to complete the merger and related matters described below and to obtain stockholder approvals for matters related to the annual meeting of the Workhorse stockholders (the meeting, together with any adjournment or other delay thereof, the “Meeting”). The Meeting will be held only in a virtual meeting format. You will be able to attend and participate in the Meeting online by visiting www.virtualshareholdermeeting.com/WKHS2025, where you will be able to listen to the meeting live, submit questions and vote. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Meeting.

On August 15, 2025, Workhorse entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Workhorse, Omaha Intermediate 2, Inc., a Delaware corporation and wholly-owned subsidiary of Workhorse (“Intermediate Parent”), Omaha Intermediate, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate Parent (“Intermediate”), Omaha Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub”), and Motiv Power Systems, Inc., a Delaware corporation (“Motiv”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Motiv (the “Merger”). Upon consummation of the Merger, Merger Sub will cease to exist and Motiv will become a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse. Workhorse following the Merger is referred to herein as the “Combined Company.”

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Motiv’s investors will receive a number of shares of Workhorse’s common stock, par value $0.001 per share (“Workhorse Common Stock”), calculated in accordance with the Merger Agreement (the “Merger Consideration”). Upon closing of the Merger (the “Closing”), all of the issued and outstanding shares of Motiv’s common stock (“Motiv Common Stock”) and preferred stock will be cancelled. In addition, all of the financial indebtedness of Motiv will be cancelled with the holders of such indebtedness receiving Workhorse Common Stock as Merger Consideration, as described in more detail in “Proposal No. 1: The Stock Issuance Proposal — The Merger Agreement and the Merger — Merger Consideration” of the accompanying proxy statement. At the Effective Time, all unexercised and outstanding Workhorse stock options issued under Workhorse’s equity incentive plans will be cancelled for no consideration. All other unvested and outstanding awards under Workhorse’s equity incentive plans will accelerate in full as of the Effective Time.

In connection with the Merger, at the Effective Time each option to purchase and each warrant to purchase Motiv Common Stock that is outstanding and unexercised immediately prior to the Effective Time shall automatically be terminated and cancelled for no consideration.

Upon the Closing and issuance of the Merger Consideration, on a pro forma basis and based upon the number of shares of Workhorse Common Stock expected to be issued in the Merger, pre-Merger Motiv investors will initially own approximately 62.5%, Workhorse stockholders as of immediately prior to Closing will own approximately 26.5%, and Workhorse’s convertible noteholders will own rights to receive Workhorse Common Stock representing approximately 11% of Workhorse, in all cases, on a fully-diluted basis prior to giving effect to (i) the Equity Financing (as defined in the Merger Agreement), and (ii) the Convertible Financing (as defined in the Merger Agreement). Under certain circumstances further described in the Merger Agreement, the ownership percentages may be adjusted. See, “The Merger Agreement, the Merger and Related Transactions — The Merger Agreement and the Merger — Merger Consideration” of the accompanying proxy statement for more information.

The Merger Agreement includes a condition to closing that entities affiliated with Motiv’s controlling stockholder provide Workhorse with up to $20 million in debt financing (the “Closing Debt Financing”) at the Closing. Under the Closing Debt Financing, approximately $10 million is to be made available after the Closing for general corporate purposes pursuant to a revolving credit facility, and $10 million is to be made available after the Closing to fund

vehicle manufacturing upon the receipt of confirmed purchase orders pursuant to an ABL facility. The terms of the Closing Debt Financing have not been finalized, but the parties expect that it will contain customary terms, conditions, including borrowing conditions, and covenants for similar transactions. The Closing Debt Financing will be guaranteed by Workhorse’s subsidiaries and secured by substantially all non-real estate assets of Workhorse and its subsidiaries. In addition, Workhorse and Motiv have agreed to use their commercially reasonable efforts to effect an equity financing for Workhorse on terms mutually acceptable to the parties (the “Equity Financing”). The completion of the Equity Financing is not a condition to consummating the Merger. The Closing Debt Financing and the Equity Financing are not expected to be consummated unless the Merger is consummated. Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

Shares of Workhorse Common Stock are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “WKHS.” Workhorse intends to file an initial listing application for the Combined Company with Nasdaq, and it is expected that the common stock of the Combined Company will continue to trade on Nasdaq under the symbol “WKHS” after consummation of the Merger. It is a condition of the consummation of the Merger that Workhorse receive confirmation from Nasdaq that the Combined Company has been approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that Workhorse will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Merger will not be consummated unless the condition is waived. The Nasdaq condition set forth in the Merger Agreement is not expected to be waived by the applicable parties.

On August 15, 2025, Workhorse issued to Motive GM Holdings II LLC (the “Convertible Note Holder”), an entity controlled by Gary Magness, and which is also Motiv’s controlling stockholder, a Subordinated Secured Convertible Note (the “Convertible Note”) with an aggregate original principal amount of $5 million (the “Convertible Financing”). The Convertible Note was issued without original issue discount, and Workhorse received $5 million in proceeds, prior to fees and expenses. The Convertible Note bears interest at a rate of 8% per annum, subject to adjustment as set forth in the Convertible Note, compounded quarterly and increasing the principal outstanding under the Convertible Note. The Convertible Note is a secured obligation of Workhorse, ranking junior to the 2024 Notes (as defined below) and senior to all other indebtedness and, subject to certain limitations, is unconditionally guaranteed by each of Workhorse’s subsidiaries and secured by substantially all of the assets of Workhorse and its subsidiaries. Workhorse’s obligations under the Convertible Note mature on the earliest of (i) the date a termination fee is due to Motiv under the Merger Agreement, (ii) the date that is three months following the termination of the Merger Agreement pursuant to certain provisions of the Merger Agreement, and (iii) the date that is 24 months after the date of issuance. The Convertible Note will be automatically convertible into a number shares of Workhorse stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in the Equity Financing.

On August 15, 2025, Workhorse entered into a Waiver, Repayment and Exchange Agreement (the “Repayment Agreement”) by and among Workhorse and the investors party thereto (collectively, the “2024 Note Holder”). Upon entry into the Repayment Agreement, Workhorse deposited approximately $9.9 million (the “Cash Collateral”) into the previously disclosed lockbox account, with such Cash Collateral to be released to the 2024 Note Holder in connection with the Closing. The senior secured convertible notes for up to an aggregate principal amount of $139.0 million issued to the 2024 Notes Holder (the “2024 Notes”) secured by the Cash Collateral will bear interest at a rate equal to 5% per annum. The amount of Cash Collateral released to the 2024 Note Holder in connection with the Closing will be reduced by the aggregate principal amount of 2024 Notes converted before the Closing and increased by the amount of interest accrued on the Cash Collateral before the Closing. In connection with the Closing, Workhorse will redeem all of its then outstanding obligations under the 2024 Notes, which as of September 30, 2025 was approximately $24.1 million, at 100% of the face amount, plus accrued interest (the “Repayment”). Upon making such Repayment, Workhorse shall have no outstanding obligations under the 2024 Notes.

In addition, Workhorse will issue the 2024 Note Holder rights (the “Rights”) to acquire shares of Workhorse Common Stock in exchange (the “Warrant Exchange”) for the cancellation of all of the warrants issued to the 2024 Note Holder (the “2024 Warrants”). The Warrant Exchange would be for a number of Rights exercisable for shares of Workhorse Common Stock equal to 30% of fully diluted shares of Workhorse Common Stock then outstanding

immediately prior to the Closing (and prior to the issuance of the Merger Consideration). The Warrant Exchange will occur on the day of Closing along with the redemption by Workhorse of the 2024 Notes, after which there will no longer be any outstanding 2024 Warrants or 2024 Notes. The Rights are exercisable at the discretion of the holder at any time to the extent the number of shares of Workhorse Common Stock held by the holder does not exceed 9.99% of the then outstanding shares of Workhorse Common Stock.

On October 7, 2025, the last trading day before the date of the accompanying proxy statement, the closing sale price of Workhorse Common Stock as reported on Nasdaq was $1.09 per share.

You are being asked to vote on the matters described below.

At the Meeting, Workhorse will ask its stockholders to approve the following proposals:

1.      Proposal No. 1 — The Stock Issuance Proposal:    Approve, for purposes of complying with Nasdaq Listing Rules, the issuance of shares of Workhorse Common Stock, including (i) shares issuable pursuant to Rights to receive shares of Workhorse Common Stock to be issued to the 2024 Note Holder pursuant to the Repayment Agreement, (ii) shares issuable to securityholders of Motiv (the “Motiv Securityholders”) pursuant to the terms of the Merger Agreement, and (iii) shares issuable pursuant to the Convertible Note (the “Stock Issuance Proposal” or “Proposal No. 1”);

2.      Proposal No. 2 — The Reverse Stock Split Proposal:    Approve, pursuant to Nevada Revised Statutes 78.2055, a reverse stock split of the outstanding shares of Workhorse Common Stock by a ratio of any whole number between 1-for-8 and 1-for-12, at any time prior to June 30, 2026, to be determined at the discretion of the Board of Directors of Workhorse (the “Reverse Stock Split Proposal” or “Proposal No. 2”);

3.      Proposal No. 3 — The Incentive Plan Proposal:    Approve the Amended and Restated Workhorse Group 2023 Long-Term Incentive Plan, to among other things, increase the number of shares of common stock available for the grant of equity awards following the Closing by an additional 1,500,000 shares (the “Incentive Plan Proposal” or “Proposal No. 3”);

4.      Proposal No. 4 — The Charter Amendment Proposal:    Approve the amendment and restatement of Workhorse’s Articles of Incorporation (the “Current Charter”), in the form of the Proposed Charter attached to this proxy statement as Annex G (the “Proposed Charter”), to among other things, effect the amendments related to governance described below in Proposal No. 5 (collectively, the “Charter Amendment Proposal” or “Proposal No. 4”);

5.      Proposal No. 5 — The Advisory Charter Proposals:    Approve, on a non-binding advisory basis, certain differences in the governance provisions set forth in the Proposed Charter, as compared to our Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as three separate sub-proposals (collectively, the “Advisory Charter Proposals” or “Proposals Nos. 5(a) through 5(c)”):

a.      increase the number of authorized shares of common stock to 100.0 million shares;

b.      opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, referred to as the Control Share Act; and

c.      add exclusive forum and waiver of jury trial provisions.

6.      Proposal No. 6 — The Director Election Proposal:    Approve the election of eight directors to serve on the Board of Directors of Workhorse until the 2026 annual meeting of stockholders of Workhorse, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death,

resignation, retirement or removal (the “Director Election Proposal” or “Proposal No. 6”). The majority of the Workhorse directors are expected to be removed and replaced by the new board of directors, as described herein, in connection with the Closing of the Merger;

7.      Proposal No. 7 — The Say-on-Pay Proposal:    Approve, on an advisory basis, the compensation of Workhorse’s named executive officers (the “Say-on-Pay Proposal” or “Proposal No. 7”);

8.      Proposal No. 8 — The Auditor Ratification Proposal:    Ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as Workhorse’s independent auditors for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal” or “Proposal No. 8”); and

9.      Proposal No. 9 — The Adjournment Proposal:    A proposal to allow the adjournment of the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal, the Reverse Stock Split Proposal, the Incentive Plan Proposal or the Charter Amendment Proposal or in the event that the Company determines that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

Each of these proposals is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. Under the Merger Agreement, the Closing is conditioned upon the approval of Proposal Nos. 1, 2, 3, and 4 (the “Merger Proposals”).

After careful consideration, each of the Workhorse and Motiv boards of directors have unanimously approved the Merger Agreement and have determined that it is advisable and in the best interests of their respective stockholders to consummate the Merger and the related transactions. As described in the accompanying proxy statement, the requisite stockholders of Motiv have voted in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby. The Workhorse Board of Directors has approved the proposals described in the accompanying proxy statement and unanimously recommends that its stockholders vote “FOR” the proposals described.

Your vote is very important. The Merger cannot be completed unless the Merger Proposals are approved by the requisite thresholds of holders of Workhorse Common Stock.

If you are a record holder of Workhorse Common Stock, whether or not you expect to attend the Meeting, at your earliest convenience, please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or internet procedures that are included on the enclosed proxy card. If you attend the Meeting and vote during the Meeting, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of Workhorse Common Stock through a bank, broker or other nominee, then you are a beneficial owner of shares of Workhorse Common Stock held in “street name,” and you should follow the procedures provided by your bank, broker or other nominee in order to vote. Your bank, broker or other nominee cannot vote on any of the Merger Proposals without your instructions.

The accompanying proxy statement provides you with more detailed information about the Meeting, the Merger Agreement, the Merger, and the related transactions. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement. We encourage you to read carefully the entire proxy statement and its annexes, including the Merger Agreement, and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about Workhorse from other documents we have filed with the SEC. In particular, you should read the “Risk Factors” section beginning on page 59 of the accompanying proxy statement and other risk factors detailed from time to time in Workhorse’s reports filed with the SEC and incorporated by reference into the accompanying proxy statement for a discussion of risks related to Workhorse’s business and for a discussion of the risks that you should consider in evaluating the Merger Proposals.

If you have any questions or need assistance voting your shares of Workhorse Common Stock, please contact Morrow Sodali, Workhorse’s proxy solicitor in connection with the Meeting:

430 Park Avenue
14th Floor
New York, NY 10022

Banks and Brokers Call: (203) 658-9400
Stockholders Call Toll Free: (800) 662-5200
E-mail: [email protected]

Thank you in advance for your cooperation and continued support.

The accompanying proxy statement is dated October 8, 2025 and is first being mailed to the Company’s stockholders on or about October 8, 2025.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE RELATED TRANSACTIONS, INCLUDING THE MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

WORKHORSE GROUP INC.
3600 Park 42, Suite 160E
Sharonville, Ohio 45241

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF WORKHORSE GROUP INC.

To Be Held on November 12, 2025

To the Stockholders of Workhorse Group Inc.:

NOTICE IS HEREBY GIVEN that an annual meeting of the stockholders of Workhorse Group Inc., a Nevada corporation (“Workhorse,” “we,” “us,” or “our”), to be held on November 12, 2025, at 9:00 a.m. Eastern Time, unless adjourned or postponed to a later date, in order to obtain the stockholder approvals necessary to complete the merger and related matters described below (the meeting, together with any adjournment or other delay thereof, the “Meeting”). The Meeting will be held only in a virtual meeting format. You will be able to attend and participate in the Meeting online by visiting www.virtualshareholdermeeting.com/WKHS2025, where you will be able to listen to the meeting live, submit questions and vote. You will need the 16-digit control number included with the Notice of Internet Availability of Proxy Materials being mailed to you separately in order to attend the Meeting.

On August 15, 2025, Workhorse Group Inc., a Nevada corporation (“Workhorse”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Workhorse, Omaha Intermediate 2, Inc., a Delaware corporation and wholly-owned subsidiary of Workhorse (“Intermediate Parent”), Omaha Intermediate, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate Parent (“Intermediate”), Omaha Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub”), and Motiv Power Systems, Inc., a Delaware corporation (“Motiv”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Motiv (the “Merger”). Upon consummation of the Merger, Merger Sub will cease to exist and Motiv will become a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse. Workhorse following the Merger is referred to herein as the “Combined Company.”

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Motiv’s investors will receive a number of shares of Workhorse’s common stock, par value $0.001 per share (“Workhorse Common Stock”), calculated in accordance with the Merger Agreement (the “Merger Consideration”). Upon closing of the Merger (the “Closing”), all of the issued and outstanding shares of Motiv’s common stock (“Motiv Common Stock”) and preferred stock will be cancelled. In addition, all of the financial indebtedness of Motiv will be cancelled with the holders of such indebtedness receiving Workhorse Common Stock as Merger Consideration, as described in more detail in “The Merger Agreement, the Merger and Related Transactions — The Merger Agreement and the Merger — Merger Consideration” of the accompanying proxy statement. At the Effective Time, all unexercised and outstanding Workhorse stock options issued under Workhorse’s equity incentive plans will be cancelled for no consideration. All other unvested and outstanding awards under Workhorse’s equity incentive plans will accelerate in full as of the Effective Time.

In connection with the Merger, at the Effective Time each option to purchase and each warrant to purchase Motiv Common Stock that is outstanding and unexercised immediately prior to the Effective Time shall automatically be terminated and cancelled for no consideration.

Upon the closing of the Merger (the “Closing”) and issuance of the Merger Consideration, on a pro forma basis and based upon the number of shares of Workhorse Common Stock expected to be issued in the Merger, pre-Merger Motiv investors will initially own approximately 62.5%, Workhorse stockholders as of immediately prior to Closing will own approximately 26.5%, and Workhorse’s convertible noteholders will own rights to receive Workhorse Common Stock representing approximately 11% of Workhorse, in all cases, on a fully-diluted basis prior to giving effect to (i) the Equity Financing (as defined in the Merger Agreement), and (ii) the Convertible Financing (as defined in the Merger Agreement). Under certain circumstances further described in the Merger Agreement, the ownership percentages may be adjusted. See, “The Merger Agreement, the Merger and Related Transactions — The Merger Agreement and the Merger — Merger Consideration” of the accompanying proxy statement for more information.

The Merger Agreement includes a condition to closing that entities affiliated with Motiv’s controlling stockholder provide Workhorse with up to $20 million in debt financing (the “Closing Debt Financing”) at the Closing. Under the Closing Debt Financing, approximately $10 million is to be made available after the Closing for general corporate purposes pursuant to a revolving credit facility, and $10 million is to be made available after the Closing to fund vehicle manufacturing upon the receipt of confirmed purchase orders pursuant to an ABL facility. The terms of the Closing Debt Financing have not been finalized, but the parties expect that it will contain customary terms, conditions, including borrowing conditions, and covenants for similar transactions. The Closing Debt Financing will be guaranteed by Workhorse’s subsidiaries and secured by substantially all non-real estate assets of Workhorse and its subsidiaries. In addition, Workhorse and Motiv have agreed to use their commercially reasonable efforts to effect an equity financing for Workhorse on terms mutually acceptable to the parties (the “Equity Financing”). The completion of the Equity Financing is not a condition to consummating the Merger. The Closing Debt Financing and the Equity Financing are not expected to be consummated unless the Merger is consummated. Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement.

Shares of Workhorse Common Stock are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “WKHS.” Workhorse intends to file an initial listing application for the Combined Company with Nasdaq, and it is expected that the common stock of the Combined Company will continue to trade on Nasdaq under the symbol “WKHS” after consummation of the Merger. It is a condition of the consummation of the Merger that Workhorse receive confirmation from Nasdaq that the Combined Company has been approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that Workhorse will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Merger will not be consummated unless the condition is waived. The Nasdaq condition set forth in the Merger Agreement is not expected to be waived by the applicable parties.

On August 15, 2025, Workhorse issued to Motive GM Holdings II LLC (the “Convertible Note Holder”), an entity controlled by Gary Magness, and which is also Motiv’s controlling stockholder, a Subordinated Secured Convertible Note (the “Convertible Note”) with an aggregate original principal amount of $5 million (the “Convertible Financing”). The Convertible Note was issued without original issue discount, and Workhorse received $5 million in proceeds, prior to fees and expenses. The Convertible Note bears interest at a rate of 8% per annum, subject to adjustment as set forth in the Convertible Note, compounded quarterly and increasing the principal outstanding under the Convertible Note. The Convertible Note is a secured obligation of Workhorse, ranking junior to the 2024 Notes (as defined below) and senior to all other indebtedness and, subject to certain limitations, is unconditionally guaranteed by each of Workhorse’s subsidiaries and secured by substantially all of the assets of Workhorse and its subsidiaries. Workhorse’s obligations under the Convertible Note mature on the earliest of (i) the date a termination fee is due to Motiv under the Merger Agreement, (ii) the date that is three months following the termination of the Merger Agreement pursuant to certain provisions of the Merger Agreement, and (iii) the date that is 24 months after the date of issuance. The Convertible Note will be automatically convertible into a number shares of Workhorse stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in the Equity Financing.

On August 15, 2025, Workhorse entered into a Waiver, Repayment and Exchange Agreement (the “Repayment Agreement”) by and among Workhorse and the investors party thereto (collectively, the “2024 Note Holder”). Upon entry into the Repayment Agreement, Workhorse deposited approximately $9.9 million (the “Cash Collateral”) into the previously disclosed lockbox account, with such Cash Collateral to be released to the 2024 Note Holder in connection with the Closing. The 2024 Notes secured by the Cash Collateral will bear interest at a rate equal to 5% per annum. The amount of Cash Collateral released to the 2024 Note Holder in connection with the Closing will be reduced by the aggregate principal amount of 2024 Notes converted before the Closing and increased by the amount of interest accrued on the Cash Collateral before the Closing. In connection with the Closing, Workhorse will redeem all of its then outstanding obligations under the 2024 Notes, which as of September 30, 2025 was approximately $24.1 million, at 100% of the face amount, plus accrued interest (the “Repayment”). Upon making such Repayment, Workhorse shall have no outstanding obligations under the 2024 Notes.

In addition, Workhorse will issue the 2024 Note Holder rights (the “Rights”) to acquire shares of Workhorse Common Stock in exchange (the “Warrant Exchange”) for the cancellation of all of the Warrants issued to the 2024 Note Holder. The Warrant Exchange would be for a number of Rights exercisable for shares of Workhorse Common Stock equal to 30% of fully diluted shares of Workhorse Common Stock then outstanding immediately prior to the Closing (and prior to the issuance of the Merger Consideration). The Warrant Exchange will occur on the date

TABLE OF CONTENTS

TRADEMARKS

This proxy statement contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. Workhorse does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

INDUSTRY AND MARKET DATA

In this proxy statement, we present industry data, information and statistics regarding the markets in which we compete, as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with our own internal estimates, taking into account publicly available information about other industry participants and the judgment of Workhorse’s management where information is not publicly available.

Industry publications and market research generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. In some cases, the sources from which this data is derived are not expressly referenced. While we compiled, extracted and reproduced industry data from these sources and believe that the information used is reliable, we did not independently verify the data that was extracted or derived from such industry publications or market reports, and cannot guarantee its accuracy or completeness.

The industry and market data that appears in this proxy statement is inherently uncertain, involves a number of assumptions and limitations and may not necessarily be reflective of actual market conditions and you are cautioned not to give undue weight to such industry and market data because it may differ from current data due to material changes in market conditions or otherwise. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

None of Workhorse, Motiv, or the Combined Company intends or assumes any obligation to update industry or market data set forth in this proxy statement. Because market behavior, preferences and trends are subject to change, prospective investors should be aware that market and industry information in this proxy statement and estimates based on any data therein may not be reliable indicators of future market performance or the Combined Company’s future results of operations.

CERTAIN DEFINED TERMS

Unless otherwise stated in this proxy statement or the context otherwise requires, references to:

“2024 Note Holder” means the investors party to the Repayment Agreement.

“Adjournment Proposal” means the proposal to allow the adjournment of the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Stock Issuance Proposal, the Reverse Stock Split Proposal, the Incentive Plan Proposal or the Charter Amendment Proposal or in the event that the Company determines that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

“Advisory Charter Proposals” means the proposals to approve, on a non-binding advisory basis, certain differences in the governance provisions set forth in the Proposed Charter, as compared to our Current Charter, which are being presented in accordance with the requirements of the SEC as three separate sub-proposals to (a) increase the number of authorized shares of common stock to 100.0 million shares, (b) opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, referred to as the Control Share Act, and (c) add exclusive forum and waiver of jury trial provisions.

“Auditor Ratification Proposal” means the proposal to ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as Workhorse’s independent auditors for the fiscal year ending December 31, 2025.

“Charter Amendment Proposal” means the proposal to approve the amendment and restatement of the Current Charter, in the form of the Proposed Charter attached to this proxy statement as Annex G (the “Proposed Charter”), to among other things, effect the amendments related to governance described below in the Advisory Charter Proposals.

“Closing” means the closing of the Merger.

“Closing Debt Financing” means the provision of up to $20 million in debt financing to Workhorse by entities affiliated with Motiv’s controlling stockholder in connection with the Merger Agreement.

“Combined Company” means Workhorse following the Closing.

“Convertible Financing” means the issuance by Workhorse of the Convertible Note to an affiliate of Motiv’s controlling stockholder, with an aggregate original principal amount of $5 million.

“Convertible Note” means the Subordinated Secured Convertible Note with an aggregate original principal amount of $5 million issued to an affiliate of Motiv’s controlling stockholder.

“Current Charter” means the Articles of Incorporation of Workhorse (as successor in interest to Title Starts Online, Inc.) dated as of November 13, 2007, as amended.

“Director Election Proposal” means the proposal to approve the election of eight directors to serve on the Board of Directors of Workhorse until the 2026 annual meeting of stockholders of Workhorse, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal.

“Employment Agreements” means the Employment Agreements entered into between Workhorse and each of (i) Richard Dauch, Chief Executive Officer of Workhorse, (ii) Robert Ginnan, Chief Financial Officer of Workhorse, (iii) James D. Harrington, General Counsel, Chief Compliance Officer and Secretary of Workhorse, (iv) James C. Peters, former Vice President, Supply Chain Management of Workhorse, and (v) Joshua J. Anderson, Chief Technology Officer of Workhorse.

“Equity Financing” means an equity financing for Workhorse on terms mutually acceptable to the parties.

“Incentive Plan Proposal” means the proposal to approve the Amended and Restated Workhorse Group 2023 Long-Term Incentive Plan, to among other things, increase the number of shares of common stock available for the grant of equity awards following the Closing by an additional 1,500,000 shares.

“Intermediate” means Omaha Intermediate, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate Parent.

“Intermediate Parent” means Omaha Intermediate 2, Inc., a Delaware corporation and wholly-owned subsidiary of Workhorse.

“Merger” means the merger of Merger Sub with and into Motiv pursuant to the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger entered into on August 15, 2025, by and among Workhorse, Intermediate Parent, Intermediate, Merger Sub, and Motiv.

“Merger Consideration” means the Workhorse Common Stock to be received by Motiv’s investors in connection with the Merger Agreement, calculated in accordance with the Merger Agreement.

“Merger Proposals” means the Stock Issuance Proposal, the Reverse Stock Split Proposal, the Incentive Plan Proposal, and the Charter Amendment Proposal.

“Merger Sub” means Omaha Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate.

“Motiv” means Motiv Power Systems, Inc., a Delaware corporation.

“Motiv Board” means the Board of Directors of Motiv.

“Motiv Common Stock” means the common stock of Motiv, par value $0.001 per share.

“Motiv Stockholder Approval” means the approval of the Merger by the Motiv stockholders.

“Record Date” means the record date for the Meeting, which is September 18, 2025.

“Repayment” means the redemption by Workhorse of all of its then outstanding obligations under its outstanding senior secured convertible notes.

“Repayment Agreement” means the Waiver, Repayment and Exchange Agreement entered into on August 15, 2025 by and among Workhorse and the 2024 Note Holder, pursuant to which Workhorse deposited approximately $9.9 million into its previously disclosed lockbox account, and pursuant to which the Repayment shall occur in connection with the Closing.

“Restated 2023 LTIP” means the Amended and Restated Workhorse Group 2023 Long-Term Incentive Plan.

“Reverse Stock Split Proposal” means the proposal to approve, pursuant to Nevada Revised Statutes 78.2055, a reverse stock split of the outstanding shares of Workhorse Common Stock by a ratio of any whole number between 1-for-8 and 1-for-12, at any time prior to June 30, 2026, to be determined at the discretion of the Board of Directors of Workhorse.

“Sale Leaseback” means the sale and leaseback transaction entered into on August 15, 2025, between a subsidiary of Workhorse, Workhorse Motor Works Inc, and an affiliate of Motiv’s controlling stockholder, for the sale of Workhorse Motor Works Inc’s Union City, Indiana manufacturing facility and campus, pursuant to a Purchase and Sale Agreement.

“Say-on-Pay Proposal” means the proposal to approve, on an advisory basis, the compensation of Workhorse’s named executive officers.

“Stock Issuance Proposal” means the proposal to approve, for purposes of complying with Nasdaq Listing Rules, the issuance of shares of Workhorse Common Stock, including (i) shares issuable pursuant to Rights to receive shares of Workhorse Common Stock to be issued to the 2024 Note Holder pursuant to the Repayment Agreement, (ii) shares issuable to securityholders of Motiv pursuant to the terms of the Merger Agreement, and (iii) shares issuable pursuant to the Convertible Note.

“Transactions” means the Merger, the Reverse Stock Split, the Convertible Financing, the Repayment, the Stock Issuance Proposal, the Incentive Plan Proposal and the Charter Amendment Proposal and related transactions.

“Warrant Exchange” means the issuance by Workhorse to the 2024 Note Holder of rights to acquire shares of Workhorse Common Stock in exchange for the cancellation of all of the warrants issued to the 2024 Note Holder.

“Workhorse” and “Company” each mean Workhorse Group Inc., a Nevada corporation.

“Workhorse Board” means the Board of Directors of Workhorse.

“Workhorse Common Stock” means the common stock of Workhorse, par value $0.001 per share.

“Workhorse Stockholder Approval” means the approval of the Merger Proposals by the Workhorse stockholders.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact included or incorporated by reference in this proxy statement, including, among other things, statements regarding the proposed Merger and other transactions described herein, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transactions, the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated date of Closing for the proposed transaction and other aspects of either company’s operations or operating results are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “opportunity,” “plan,” “potential,” “predict,” “projected,” “scheduled,” “should,” “strategy,” “suggests,” “targets,” “will,” “will be” or “would” or similar expressions or the negatives thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements can also be identified by the use of phrases that state certain actions, events or results “may”, “could”, “would”, “should”, “might”, “will” or “will be taken”, “occur” or “be achieved”.

You are cautioned that forward-looking statements are not guarantees of future performance and that Workhorse’s and Motiv’s actual results of operations, financial condition and liquidity, and the development of the industry in which they operate, may differ materially from those made in or suggested by the forward-looking statements contained in this proxy statement. In addition, even if Workhorse’s and Motiv’s results of operations, financial condition and liquidity, and the development of the industry in which Workhorse and Motiv operate are consistent with the forward-looking statements contained in this proxy statement, those results or developments may not be indicative of results or developments in subsequent periods. The development of the industry in which Workhorse and Motiv operate may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this proxy statement.

These statements are based on Workhorse’s or Motiv’s management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those anticipated by such statements. You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, the Combined Company’s actual results or performance following the Merger may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause such differences in actual results include:

•        the outcome of continuing discussions between Workhorse and Motiv with respect to the Transactions, including the possibility that the parties may terminate certain of the Transactions or that the terms of certain of the Transactions may change;

•        our ability to consummate the Transactions or achieve the expected synergies and/or efficiencies;

•        potential regulatory delays;

•        the industry and market reaction to this announcement;

•        the effect of the Transactions on the ability of the parties to operate their businesses and retain and hire key personnel and to maintain favorable business relationships;

•        the possibility that the integration of the parties may be more difficult, time-consuming or costly than expected or that operating costs and business disruptions may be greater than expected;

•        the ability to obtain approvals required to consummate the Transactions, including from Nasdaq;

•        the risk that the price of our securities may be volatile due to a variety of factors;

•        changes in laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting our business;

•        our ability to maintain compliance with Nasdaq rules and otherwise maintain our listing of securities on Nasdaq;

•        the occurrence of any event, change or other circumstances that could delay the Merger or give rise to the termination of the Merger;

•        the outcome of any legal proceedings that may be instituted against Workhorse or Motiv in connection with the Transactions;

•        the inability to satisfy the conditions to the Closing in the Merger Agreement, or the failure to complete the Merger for any reason within the completion window;

•        the inability to obtain the listing of the Combined Company’s common stock on Nasdaq;

•        costs related to the Transactions;

•        retention or recruitment of executive and senior management and other key employees;

•        the ability of the Combined Company to maintain an effective system of internal controls over financial reporting;

•        the ability of the Combined Company to manage its growth effectively;

•        the ability of the Combined Company to achieve and maintain profitability in the future;

•        the ability of the Combined Company to access sources of capital to finance operations and growth; and

•        other risks and uncertainties described in this proxy statement, including those under “Risk Factors.”

Workhorse and Motiv undertake no obligations to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events, other than as required by law.

The foregoing factors and others described under “Risk Factors” should not be construed as exhaustive. There are other factors that may cause our actual results to differ materially from the forward-looking statements contained in this proxy statement. Moreover, new risks emerge from time to time, and it is not possible for Workhorse and Motiv to predict all such risks. Workhorse and Motiv cannot assess the impact of all risks on their respective business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. Workhorse and Motiv urge you to read the sections of this proxy statement entitled “Summary of the Proxy Statement,” “Risk Factors,” “Workhorse’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Motiv’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for a more complete discussion of the factors that could affect their respective future performance and the industry in which we operate.

The forward-looking statements are based on plans, estimates and projections as they are currently available to the management of Workhorse and Motiv, and neither undertakes any obligation, and neither expects, to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to Workhorse and Motiv or to persons acting on their behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this proxy statement.

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF WORKHORSE

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Meeting and the proposals to be presented at the Meeting, including with respect to the Merger. The following questions and answers do not include all the information that is important to our stockholders. Stockholders are urged to read carefully this entire proxy statement, including the annexes and the other documents referred to herein, to fully understand each proposal and the voting procedures for the Meeting.

Q:     Why am I receiving this proxy statement?

A:     Workhorse is sending this proxy statement to all stockholders of record as of the Record Date to provide information that will help them decide how to vote their shares of Workhorse Common Stock with respect to the matters to be considered at the Meeting. The Merger cannot be completed as currently contemplated unless Workhorse’s stockholders approve the Merger Proposals. This proxy statement and its annexes contain important information about the proposed Merger and the other matters to be acted upon at the Meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q:     When and where will the Meeting take place?

A:     The Meeting will be held on November 12, 2025 at 9:00 a.m. Eastern Time online at www.virtualshareholdermeeting.com/WKHS2025. If you are a stockholder of record on the Record Date, you will be able to attend the Meeting online, vote, view the list of stockholders entitled to vote at the Meeting and submit your questions during the Meeting by visiting www.virtualshareholdermeeting.com/WKHS2025. To participate in the virtual Meeting, you will need a 16-digit control number assigned by Empire Stock Transfer, Inc. The meeting webcast will begin promptly at 9:00 a.m., Eastern Time. We encourage you to access the Meeting prior to the start time and allow ample time for the check-in procedures. Because the Meeting will be completely virtual, there will be no physical location for stockholders to attend.

To be admitted to the Meeting, you will need to log in to www.virtualshareholdermeeting.com/WKHS2025 using the 16-digit control number found in the proxy card or voting instruction form. If you are a beneficial owner of shares, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number. Instructions on how to attend and participate online are also available at www.proxyvote.com. Information on how to vote online at the Meeting is discussed below.

Q:     What are the specific proposals on which I am being asked to vote at the Meeting?

A:     At the Meeting, you will be asked to consider and vote on the following proposals:

1.      Proposal No. 1 — The Stock Issuance Proposal:    A proposal to approve, for purposes of complying with Nasdaq Listing Rules, the issuance of shares of Workhorse Common Stock, including (i) shares issuable pursuant to Rights to receive shares of Workhorse Common Stock to be issued to the 2024 Note Holder pursuant to the Repayment Agreement, (ii) shares issuable to securityholders of Motiv (the “Motiv Securityholders”) pursuant to the terms of the Merger Agreement, and (iii) shares issuable pursuant to the Convertible Note (the “Stock Issuance Proposal” or “Proposal No. 1”);

2.      Proposal No. 2 — The Reverse Stock Split Proposal:    A proposal to approve, pursuant to Nevada Revised Statutes 78.2055, a reverse stock split of the outstanding shares of Workhorse Common Stock by a ratio of any whole number between 1-for-8 and 1-for-12, at any time prior to June 30, 2026, to be determined at the discretion of the Board of Directors of Workhorse (the “Reverse Stock Split Proposal” or “Proposal No. 2”);

3.      Proposal No. 3 — The Incentive Plan Proposal:    Approve the Amended and Restated Workhorse Group 2023 Long-Term Incentive Plan, to among other things, increase the number of shares of common stock available for the grant of equity awards following the Closing by an additional 1,500,000 shares (the “Incentive Plan Proposal” or “Proposal No. 3”);

4.      Proposal No. 4 — The Charter Amendment Proposal:    Approve the amendment and restatement of the Current Charter, in the form of the Proposed Charter attached to this proxy statement as Annex G (the “Proposed Charter”), to among other things, effect the amendments related to governance described below in Proposal No. 5 (collectively, the “Charter Amendment Proposal” or “Proposal No. 4”);

5.      Proposal No. 5 — The Advisory Charter Proposals:    Approve, on a non-binding advisory basis, certain differences in the governance provisions set forth in the Proposed Charter, as compared to our Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as three separate sub-proposals (collectively, the “Advisory Charter Proposals” or “Proposals Nos. 5(a) through 5(c)”):

a.      increase the number of authorized shares of common stock to 100.0 million shares;

b.      opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, referred to as the Control Share Act; and

c.      add exclusive forum and waiver of jury trial provisions.

6.      Proposal No. 6 — The Director Election Proposal:    A proposal to approve the election of eight directors to serve on the Board of Directors of Workhorse until the 2026 annual meeting of stockholders of Workhorse, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Director Election Proposal” or “Proposal No. 6”). The majority of the Workhorse directors are expected to be removed and replaced by the new board of directors, as described herein, in connection with the Closing of the Merger;

7.      Proposal No. 7 — The Say-on-Pay Proposal:    A proposal to approve, on an advisory basis, the compensation of Workhorse’s named executive officers (the “Say-on-Pay Proposal” or “Proposal No. 7”);

8.      Proposal No. 8 — The Auditor Ratification Proposal:    A proposal to ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as Workhorse’s independent auditors for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal” or “Proposal No. 8”); and

9.      Proposal No. 9 — The Adjournment Proposal:    A proposal to allow the adjournment of the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposals, or in the event that the Company determines that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

This proxy statement contains important information about the Merger and the other matters to be acted upon at the Meeting. Workhorse stockholders should read it carefully.

After careful consideration, the Workhorse Board has determined that each of the proposals presented in this proxy statement are in the best interests of Workhorse and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Workhorse’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Workhorse and its stockholders and what they may believe is best for themselves in determining to recommend that stockholders vote for the proposals. In addition, Workhorse’s officers have interests in the Merger that may conflict with your interests as a stockholder. See the section entitled “The Merger Agreement, the Merger and Related Transactions — Interests of Workhorse’s Directors and Officers in the Merger” for a further discussion of these considerations.

Q:     Are the proposals conditioned on one another?

A:     No. Under the Merger Agreement, the Closing is conditioned upon the approval of the Stock Issuance Proposal, the Reverse Stock Split Proposal, the Incentive Plan Proposal, and the Charter Amendment Proposal. No proposal is conditioned on the approval of any other proposal. If Workhorse’s stockholders do not approve each of the Merger Proposals, the Merger will not be consummated as currently contemplated.

Q:     What will happen in the Merger, the Convertible Financing, and the Repayment and Warrant Exchange?

A:     Subject to the terms and conditions of the Merger Agreement, at the Effective Time, Motiv’s investors will receive as Merger Consideration a number of shares of Workhorse Common Stock calculated in accordance with the Merger Agreement. Upon Closing, all of the issued and outstanding shares of Motiv Common Stock and Motiv’s preferred stock will be cancelled and Workhorse will be the indirect parent of Motiv. In addition, all of the financial indebtedness of Motiv will be cancelled with the holders of such indebtedness receiving Workhorse Common Stock as Merger Consideration, as described in more detail “The Merger Agreement, the Merger and Related Transactions — The Merger Agreement and the Merger — Merger Consideration”. In connection with the Merger, at the Effective Time each option to purchase and each warrant to purchase Motiv Common Stock that is outstanding and unexercised immediately prior to the Effective Time shall automatically be terminated and cancelled for no consideration. At the Effective Time, all unexercised and outstanding Workhorse stock options issued under Workhorse’s equity incentive plans will be cancelled for no consideration. All other unvested and outstanding awards under Workhorse’s equity incentive plans will accelerate in full as of the Effective Time.

Workhorse’s obligations under the Convertible Note, including the $5 million principal amount, together with accrued and unpaid interest, will be automatically convertible into a number shares of Workhorse stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in the Equity Financing.

In connection with the Closing, Workhorse will redeem all of its then outstanding obligations under the 2024 Notes, which as of September 30, 2025 was approximately $24.1 million, at 100% of the face amount, plus accrued interest. Upon making such Repayment, Workhorse shall have no outstanding obligations under the 2024 Notes. In addition, Workhorse will issue the 2024 Note Holder Rights to acquire shares of Workhorse Common Stock in exchange for the cancellation of all of the warrants issued to the 2024 Note Holder (the “2024 Warrants”). The Warrant Exchange would be for a number of Rights exercisable for shares of Workhorse Common Stock equal to 30% of fully diluted shares of Workhorse Common Stock then outstanding immediately prior to the Closing (and prior to the issuance of the Merger Consideration). The Warrant Exchange will occur on the date of Closing, along with the redemption by Workhorse of the 2024 Notes, after which there will no longer be any outstanding 2024 Warrants or 2024 Notes.

Q:     Why is Workhorse seeking stockholder approval to issue shares of Workhorse Common Stock to (i) Motiv’s investors in the Merger, (ii) Motiv’s controlling stockholder in the Convertible Financing, and (iii) to the 2024 Note Holder in the Repayment and Warrant Exchange?

A:     Workhorse Common Stock is listed on Nasdaq, so Workhorse is subject to the Nasdaq rules. Rule 5635(a) of the Nasdaq Listing Rules requires stockholder approval with respect to the issuance of Workhorse Common Stock, among other instances, when the shares to be issued are being issued in connection with the acquisition of the stock or assets of another company and are equal to 20% or more of the outstanding shares of Workhorse Common Stock before the issuance. Rule 5635(b) of the Nasdaq Listing Rules also requires stockholder approval when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control. Rule 5635(d) of the Nasdaq Listing Rules also requires stockholder approval for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common equity securities (or securities convertible into or exercisable for common equity securities) at a price that is less than market value of the stock if the number of equity securities to be issued is or may be equal to 20% or more of the common equity securities, or 20% or more of the voting power, outstanding before the issuance.

In the case of the Repayment and Warrant Exchange, Workhorse expects, prior to issuing any Merger Consideration, to issue to the 2024 Note Holder Rights to receive shares of Workhorse Common Stock, which, on a fully-diluted basis, is expected to represent approximately 30% of the then-outstanding voting stock of Workhorse. After such Repayment and Warrant Exchange, Workhorse expects to issue to Motiv’s investors as Merger Consideration shares of Workhorse Common Stock which is expected to represent approximately 62.5% of the then-outstanding voting stock of Workhorse. In the case of the Convertible Financing, the Convertible

Note will be automatically convertible into a number of shares of Workhorse stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in the Equity Financing. Such shares issued may represent greater than 20% of Workhorse’s then-outstanding voting stock. Accordingly, Workhorse is seeking stockholder approval of the issuances in the Merger, the Convertible Financing, and the Repayment and Warrant Exchange under the Nasdaq rules.

Q:     What will Workhorse stockholders receive in the Merger?

A:     Subject to the effects of any reverse split, Workhorse stockholders will continue to own and hold their existing shares of Workhorse securities issued and outstanding at the time of the Merger. Such securities will remain issued and outstanding, and, subject to the dilution, the proposed reverse stock split and any cancellation or acceleration provided for in connection with the Merger, will be unaffected by the Merger. Upon the Closing and issuance of the Merger Consideration, on a pro forma basis and based upon the number of shares of Workhorse Common Stock expected to be issued in the Merger, Workhorse stockholders as of immediately prior to Closing will own approximately 26.5% of Workhorse, on a fully-diluted basis prior to giving effect to (i) the Equity Financing, and (ii) the Convertible Financing. Under certain circumstances further described in the Merger Agreement, the ownership percentage may be adjusted.

For a more complete description of the treatment of Workhorse securities in the Merger, please see the sections titled “The Merger Agreement-Merger Consideration” and “The Merger Agreement-Exchange Ratio” of this proxy statement.

Q:     What will Motiv securityholders receive in the Merger?

A:     All of the issued and outstanding shares of Motiv Common Stock and preferred stock will be cancelled. In addition, all of the financial indebtedness of Motiv will be cancelled with the holders of such indebtedness receiving Workhorse Common Stock as Merger Consideration. Upon the Closing and issuance of the Merger Consideration, on a pro forma basis and based upon the number of shares of Workhorse Common Stock expected to be issued in the Merger, pre-Merger Motiv investors will initially own approximately 62.5% of Workhorse, on a fully-diluted basis prior to giving effect to (i) the Equity Financing, and (ii) the Convertible Financing. Under certain circumstances further described in the Merger Agreement, the ownership percentage may be adjusted.

For a more complete description of the treatment of Motiv capital stock and Motiv indebtedness in the Merger, please see the sections titled “The Merger Agreement-Merger Consideration” and “The Merger Agreement-Exchange Ratio” of this proxy statement.

Q:     Following the Merger, will Workhorse Common Stock continue to trade on a stock exchange?

A:     Shares of Workhorse Common Stock are currently listed on Nasdaq under the symbol “WKHS.” Workhorse intends to file an initial listing application for the common stock of the Combined Company with Nasdaq. At the Effective Time, it is expected that the common stock of the Combined Company will continue to trade on Nasdaq under the symbol “WKHS.” It is a condition of the consummation of the Merger that Workhorse maintain its existing listing on Nasdaq and obtain approval of the listing of the combined corporation on Nasdaq, but there can be no assurance that such condition will be met or that Workhorse will obtain such approval from Nasdaq. If such condition is not met or if such approval is not obtained, the Merger will not be consummated unless the condition is waived. It is not expected that the condition will be waived by the applicable parties.

Q:     What is the reverse stock split and why is it necessary?

A:     A reverse stock split will likely be necessary to comply with Nasdaq rules. Nasdaq Rule 5110(a) requires Nasdaq-listed companies to file an initial listing application and comply with its initial listing standards for change of control transactions that will result in a non-Nasdaq-listed company controlling the existing listed company. Although Nasdaq’s definition of a “change of control” is not definitive, Nasdaq will likely consider the Merger to be a change of control and require Workhorse to apply for initial listing of the Combined Company after Closing. One of the initial listing standards Workhorse must meet is a minimum share price, which, depending on other Workhorse financial metrics, will be between $2 per share and $4 per share. As a result, Workhorse may need to effect a reverse stock split to meet such initial listing standard and attain Nasdaq approval for continued

listing of the Combined Company after Closing. Please see the discussion in the section titled “Proposal No. 2: The Reverse Stock Split Proposal” of this proxy statement for additional details regarding and reasons for the proposed reverse stock split.

Q:     Who will be the directors of the Combined Company following the Merger?

A:     Immediately following the Merger, the Combined Company’s board of directors will be composed of seven members, consisting of two members designated by Workhorse and five members designated by Motiv. Other than directors who have been designated by Workhorse or Motiv to continue serving after Closing, we expect the directors nominated for re-election at the Meeting to resign from their positions effective at Closing. In addition, the Workhorse Board will reduce the number of directors serving on the Workhorse Board from eight to seven.

Q:     Who will be the executive officers of the Combined Company following the Merger?

A:     Scott Griffith, who is currently the Chief Executive Officer of Motiv, will continue to serve as the Chief Executive Officer of the Combined Company. The rest of the Combined Company’s executive team will be identified and agreed to by Workhorse and Motiv in due course prior to the Closing.

Q:     Who will be the controlling stockholder of the Combined Company?

A:     Motiv’s controlling stockholder, Motive GM Holdings II LLC, an entity controlled by Gary Magness, through one or more affiliates, will initially own approximately 62.5% of Workhorse, on a fully-diluted basis prior to giving effect to (i) the Equity Financing and (ii) the Convertible Financing. Under certain circumstances further described in the Merger Agreement, the ownership percentage may be adjusted. As a result, the Combined Company will initially be a “controlled company” within the meaning of the Nasdaq listing rules. For a description of the exemptions from the Nasdaq corporate governance standards that are available to controlled companies, please see the section entitled “Risk Factors — Risks Related to Ownership of the Combined Company’s Securities — The combined company will likely qualify as, and intends to elect to be treated as, a “controlled company” within the meaning of the Nasdaq listing requirements and, as a result, stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.”

Q:     What conditions must be satisfied to complete the Merger?

A:     There are a number of closing conditions that must be satisfied or waived in the Merger Agreement, including, among others, the approval of the Merger Proposals by the stockholders of Workhorse and completion of the Closing Debt Financing. The condition that the requisite stockholders of Motiv vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby has been satisfied. There can be no assurances that any condition to Closing will be satisfied or waived. For a summary of the conditions that must be satisfied or waived prior to completion of the Merger, please see the section entitled “The Merger Agreement, the Merger and Related Transactions — The Merger Agreement and the Merger — Conditions to the Completion of the Merger.”

Q:     Did the Workhorse Board obtain a fairness opinion in determining whether or not to proceed with the Merger?

A:     Yes. The Workhorse Board received an opinion from BTIG, LLC (“BTIG”) to the effect that, as of the date of such opinion and based upon and subject to the various limitations, qualifications, assumptions, conditions and other matters set forth therein, the issuance by Workhorse of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse. Please see the section entitled “The Merger Agreement, the Merger and Related Transactions — The Merger Agreement and the Merger — Opinion of Workhorse’s Financial Advisor.” The full text of the written opinion is attached to this proxy statement as Annex C.

Q:     Why is Workhorse proposing the Charter Amendment Proposal?

A:     Pursuant to Nevada law and the Merger Agreement, we are required to submit the Charter Amendment Proposal to Workhorse’s stockholders for approval. Please see the section entitled “The Binding Charter Proposal” for more information.

Q:     Why is Workhorse proposing the Incentive Plan Proposal?

A:     The purpose of the 2023 Long-Term Incentive Plan (“2023 LTIP”) is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Combined Company. Our Board does not believe we will have sufficient shares available for future delivery under the 2023 LTIP to accomplish these purposes following the Closing. In addition, the Board believes certain provisions require updating to align with market standards and to provide for increased administrative flexibility for the Board to determine the applicable terms of Awards (as defined below). Accordingly, we are seeking approval of the Incentive Plan Proposal in order to have shares available to issue equity awards to appropriately retain and incentivize our employees after taking in consideration our increased workforce size that will result from the Merger. If the Incentive Plan Proposal is not approved by our stockholders, we believe our ability to attract and retain the talent we need to stay competitive in our industry following the Closing would be seriously and negatively impacted, which could affect the long-term success of the Company. Under Nasdaq rules, we are required to obtain stockholder approval of the Incentive Plan Proposal. Please see the section entitled “The Incentive Plan Proposal” for additional information.

Q:     Why is Workhorse proposing the Adjournment Proposal?

A:     The purpose of the Adjournment Proposal is to allow the adjournment of the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Merger Proposals, or in the event that the Company determines that one or more of the closing conditions under the Merger Agreement is not satisfied or waived.

Q:     Why is Workhorse proposing the Annual Meeting Proposals?

A:     At the Meeting, in addition to the Merger Proposals, Workhorse stockholders will be asked to consider the Director Election Proposal, the Say-on-Pay Proposal, and the Auditor Ratification Proposal (the “Annual Meeting Proposals”). Due to constraints on time and resources, Workhorse chose not to hold its 2025 annual meeting of stockholders during its typical time in May. As a result, the Meeting will be Workhorse’s 2025 annual meeting of stockholders, and the Annual Meeting Proposals will be presented in addition to the Merger Proposals.

Q:     What happens if I sell my shares of Workhorse Common Stock before the Meeting?

A:     The Record Date for the Meeting is earlier than the date that the Merger is expected to be completed. If you transfer your shares of Workhorse Common Stock after the Record Date, but before the Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Meeting.

Q:     What constitutes a quorum at the Meeting?

A:     A majority of the issued and outstanding shares of Workhorse Common Stock entitled to vote as of the Record Date at the Meeting (which is equivalent to a majority of voting power of Workhorse) must be present, in person (which would include presence at the virtual Meeting) or represented by proxy, at the Meeting to constitute a quorum and in order to conduct business at the Meeting. As of the Record Date, there were 19,059,954 shares of Workhorse Common Stock outstanding. Thus, the presence of holders of Workhorse Common Stock representing at least 9,529,978 shares will be required to establish a quorum. For purposes of the quorum and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the virtual Meeting or by proxy and who abstain, including brokers holding customers’ shares of record who cause abstentions to be recorded at the Meeting, are considered stockholders who are present and entitled to vote and are counted towards the quorum. In the absence of a quorum, the chair of the Meeting has the power to adjourn the Meeting.

Q:     What vote is required to approve the proposals presented at the Meeting?

A:     Approval of the Stock Issuance Proposal, the Reverse Stock Split Proposal, the Incentive Plan Proposal, the Say-on-Pay Proposal, the Auditor Ratification Proposal, and, if presented, the Adjournment Proposal each requires the affirmative vote of holders of a majority of the votes present in person (which would include presence at the virtual Meeting) or represented by proxy at the Meeting and entitled to vote thereon.

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the then outstanding shares of Workhorse Common Stock (which is equivalent to a majority of voting power of Workhorse).

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual Meeting) or represented by proxy at the Meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.

Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. As used herein, “uninstructed shares” means shares held by a broker who has not received such instructions from its customers on a proposal. A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that non-routine matter. Broker non-votes are counted towards the quorum for the meeting. It is important that you provide voting instructions to your bank, broker or other nominee, if you wish to determine the voting of your shares. We anticipate that only the Reverse Stock Split Proposal and the Auditor Ratification Proposal will be considered routine matters that brokers are entitled to vote shares on without receiving instructions.

Q:     What happens if I do not give specific voting instructions?

A:     Stockholders of Record.    If you are a stockholder of record and you:

•        indicate when voting on the Internet that you wish to vote as recommended by the Workhorse Board, or

•        sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Workhorse Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Meeting.

Beneficial Owners of Shares Held in Street Name.    If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters, but not on non-routine matters. Under New York Stock Exchange (“NYSE”) rules, if your shares are held by a member organization, as that term is defined under NYSE rules, responsibility for making a final determination as to whether a specific proposal constitutes a routine or non-routine matter rests with that organization or third parties acting on its behalf. We anticipate that only the Reverse Stock Split Proposal and the Auditor Ratification Proposal will be considered routine matters that brokers are entitled to vote shares on without receiving instructions.

Q:     What will happen if I abstain from voting or fail to vote at the Meeting?

A:     At the Meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, a failure to vote or an abstention vote at the Meeting will have no effect on any of the Stock Issuance Proposal, the Reverse Stock Split Proposal, the Incentive Plan Proposal, the Say-on-Pay Proposal, the Auditor Ratification Proposal, the Director Election Proposal, and, if presented, the Adjournment Proposal. All abstentions, including broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

Q:     How many votes do I have at the Meeting?

A:     Our stockholders are entitled to one vote on each proposal presented at the Meeting for each share of Workhorse Common Stock held of record as of September 18, 2025, the Record Date for the Meeting.

Q:     What interests do Workhorse’s officers and directors have in the Merger?

A:     When you consider the recommendation of the Workhorse Board that you vote in favor of approval of the Merger Proposals, you should be aware that Workhorse’s directors and officers have interests in the Merger that may be different from, or in addition to, the interests of Workhorse’s other stockholders. The Workhorse Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement, and in recommending to our stockholders that they vote in favor of the proposals to be presented at the Meeting, including the Merger Proposals. Please see the section entitled “The Merger Agreement, the Merger and Related Transactions — The Merger Agreement and the Merger — Interests of Workhorse’s Officers and Directors” for additional information.

Q:     What happens if I vote against the Merger Proposals?

A:     If you vote against the Merger Proposals, but the Merger Proposals still obtain the requisite vote at the Meeting, then the Merger will be approved and, assuming the satisfaction or waiver of the other conditions to Closing, the Merger will be consummated in accordance with the terms of the Merger Agreement.

Q:     Do I have appraisal rights if I object to the Merger?

A:     No. Appraisal rights are not available to holders of Workhorse Common Stock in connection with the Merger.

Q:     When is the Merger expected to be completed?

A:     The Closing is expected to take place in the fourth quarter of 2025, subject to the satisfaction or waiver of the conditions described in the section entitled “The Merger Agreement, the Merger and Related Transactions — The Merger Agreement and the Merger — Conditions to the Completion of the Merger.” The Merger Agreement may be terminated by the parties if the Closing has not occurred by February 15, 2026.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the proposals presented will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a holder of record of Workhorse Common Stock on the Record Date for the Meeting, you may vote virtually by attending the Meeting or by submitting a proxy for the Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote in person (which would include presence at the virtual Meeting), obtain a valid proxy from your broker, bank or nominee.

Q:     What is the difference between a stockholder of record and a “street name” holder?

A:     If your shares are registered directly in your name with the Transfer Agent, you are considered the stockholder of record with respect to those shares, and the proxy materials are being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” The proxy materials are being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

Q:     How can I vote my shares without attending the Meeting?

A:     If you are a stockholder of record of our common stock as of the close of business on the record date, you can vote by proxy by mail or online at www.virtualshareholdermeeting.com/WKHS2025 by following the instructions provided in the enclosed proxy card or at the Meeting. Please note that if you are a beneficial owner of shares of Workhorse Common Stock, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q:     May I change my vote after I have returned my proxy card or voting instruction form?

A:     Yes. If you are a holder of record of shares of Workhorse Common Stock as of the close of business on the Record Date, you can change or revoke your proxy before it is voted at the Meeting by:

•        delivering a signed written notice of revocation to our Secretary at Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241, bearing a date later than the date of the proxy, stating that the proxy is revoked;

•        signing and delivering a new proxy, relating to the same shares and bearing a later date; or

•        virtually attending and voting at the Meeting and voting, although attendance at the Meeting will not, by itself, revoke a proxy.

         If you are a beneficial owner of Workhorse Common Stock as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the Meeting?

A:     Workhorse will pay the cost of soliciting proxies for the Meeting. Workhorse has engaged Morrow Sodali to assist in the solicitation of proxies for the Meeting. Workhorse has agreed to pay Morrow Sodali a fee of $20,000, plus disbursements, and will reimburse Morrow Sodali for its reasonable out-of-pocket expenses and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Workhorse will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Workhorse Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Workhorse Common Stock and in obtaining voting instructions from those owners. Workhorse directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the Merger or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Workhorse Group Inc.
3600 Park 42 Drive, Suite 160E
Sharonville, Ohio 45241
Attn: Stan March
Tel: (888) 646-5205

You may also contact our proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: [email protected]

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

The Merger Agreement, the Merger and Related Transactions

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote with respect to the proposals to be considered and voted on at the Meeting.

The Merger Agreement and the Merger

The Merger Agreement is attached to this proxy statement as Annex A.

Parties to the Merger Agreement

Workhorse Group Inc.

Workhorse is an American technology company with a vision to pioneer the transition to zero-emission commercial trucks. Workhorse’s primary focus is to provide robust, sustainable, and cost-effective solutions to the commercial transportation sector. Workhorse designs and manufacturers all-electric trucks, including the technology that optimizes the way these trucks operate. The company is focused on its core competency of bringing its electric delivery truck platforms to serve the last mile delivery market. Workhorse continues to seek opportunities to grow the business organically and by expanding relationships with existing and new customers. Workhorse believes it is well positioned to take advantage of long-term opportunities and continue its efforts to bring product innovations to market. Its principal and executive offices are located at 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241 and its telephone number is (888) 646-5205.

Omaha Intermediate 2, Inc.

Omaha Intermediate 2, Inc., a Delaware corporation, is a direct wholly owned subsidiary of Workhorse Group Inc. and was formed solely for the purpose of effecting the Merger. It has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. Its principal and executive offices are located at c/o Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241 and its telephone number is (888) 646-5205.

Omaha Intermediate, Inc.

Omaha Intermediate, Inc., a Delaware corporation, is a direct wholly owned subsidiary of Omaha Intermediate 2, Inc. and was formed solely for the purpose of effecting the Merger. It has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. Its principal and executive offices are located at c/o Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241 and its telephone number is (888) 646-5205.

Omaha Merger Subsidiary, Inc.

Omaha Merger Subsidiary, Inc., a Delaware corporation, is a direct wholly owned subsidiary of Omaha Intermediate, Inc. and was formed solely for the purpose of effecting the Merger. It has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. Its principal and executive offices are located at c/o Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241 and its telephone number is (888) 646-5205.

Motiv Power Systems, Inc.

330 Hatch Drive
Foster City, California 94404

Founded in 2009, Motiv is a privately held company incorporated in the State of Delaware and headquartered in Foster City, California. Motiv is a leading manufacturer of medium duty, zero-emission electric trucks and buses, producing a range of vehicles, including step vans, shuttle buses, box trucks and work trucks, designed to eliminate tailpipe CO2 emissions and particulate matter, while offering drivers and passengers a more comfortable, healthier and safer ride.

Motiv’s combination of operational cost savings and environmental performance helps customers meet emissions and pollution standards as well as achieve their own net-zero, ESG or other climate impact-related pledges and commitments.

Form of the Merger

Subject to the terms and conditions in the Merger Agreement and in accordance with Delaware law, upon consummation of the Merger, Merger Sub will merge with and into Motiv, with Motiv surviving as a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse.

Background of the Merger

The following chronology summarizes the key communications, meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Workhorse Board or committees thereof or among the representatives of Workhorse and other parties.

From inception, Workhorse has generated significant losses and negative cash flows from operations and, accordingly, has financed its operations primarily through sales and issuances of debt and equity securities. Although the Workhorse Board and management believes that its vehicles are attractive to customers and competitive in their categories, adoption of electric delivery vehicles has, in general, been slower than expected among commercial fleets in the United States and, accordingly, uptake of Workhorse’s vehicles has been slower than expected. Accordingly, from time to time, substantial doubt has existed as to Workhorse’s ability to continue as a going concern as a result of recurring losses from operations, accumulated deficit, cash use from operating activities and projected capital needs. Although Workhorse’s management and the Workhorse Board undertook remediation measures, including cost reductions, that provided some mitigation of this going concern risk, Workhorse reported that substantial doubt existed as to Workhorse’s ability to continue as a going concern for the following twelve months in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. As Workhorse reported at the time, its plan to alleviate this concern included generating revenue by increasing sales of its vehicles, delivery and other services, reducing expenses and limiting non-contracted capital expenditures and raising capital to fund operations through the issuance of debt or equity securities, including through its at-the-market offering program, the sale of assets or other strategic transactions.

On September 22, 2023, Workhorse received notice from Nasdaq indicating that the closing bid price for Workhorse Common Stock had fallen below Nasdaq’s $1.00 minimum bid price requirement (the “Minimum Bid Requirement”) for continued listing for 30 consecutive trading days and, therefore, Workhorse was no longer in compliance with the Minimum Bid Requirement. In order for Workhorse to regain compliance, the closing bid price of Workhorse Common Stock had to be equal to or above the $1.00 minimum bid price for a period of 10 consecutive trading days prior to March 20, 2024.

On December 1, 2023, Workhorse engaged CMD Global Partners (“CMD”) to identify opportunities to sell or otherwise monetize Workhorse’s Aero business (the “Aero Sale Process”) and began searching for an investment bank to advise and assist Workhorse in identifying potential strategic transactions and sources of financing (the “Financial Advisor Search”). Between January and March 2024, representatives of CMD and, in some cases, Workhorse personnel, contacted 138 different potential buyers of the Aero business, including potential financial acquirers and potential strategic acquirers across a number of complementary industries, including drone, aerospace, retail, delivery and commercial vehicles. Representatives of CMD and Workhorse personnel provided preliminary information about the Aero business to most of these contacts. At the same time, Workhorse explored transitioning Aero to a Drones as a Service business and made proposals to potential service users, including the United States Department of Agriculture. No potential buyers made a proposal to acquire the Aero business.

In January 2024, Workhorse began negotiating with William Repny LLC (“Union City Counterparty A”) for a sale and leaseback transaction for Workhorse’s Union City, Indiana facility (the “Union City Facility”). On January 31, 2024, a subsidiary of Workhorse entered into a purchase and sale agreement (the “Original Sale Leaseback Agreement”) with Union City Counterparty A for the sale of the Union City Facility for a purchase price, before fees and expenses, of approximately $34.5 million.

The Workhorse Board commenced two separate processes: (i) a process to find a potential acquiror for Workhorse (the “M&A Process”) and (ii) a process to find short- and/or long-term financing for Workhorse (the “Financing Process”). As the culmination of the Financial Advisor Search, on January 5, 2024, the Workhorse Board selected Stifel/Miller Buckfire (“Stifel”) as its primary financial advisor to conduct these processes.

In the first phase of the M&A Process, Stifel conducted a comprehensive process in which it identified and contacted a total of 77 potential acquirors of Workhorse, including both strategic and financial investors from the United States and abroad, over a period of two months. Of the 77 potential acquirors Stifel contacted, 12 entered into non-disclosure agreements with Workhorse, seven had preliminary meetings with Workhorse and one (“Company A”) delivered a non-binding indication of interest related to a transaction in which it would potentially acquire only Workhorse intellectual property related to the W56 step van for a purchase price of between $3 to $5 million. The Workhorse Board elected not to pursue this indication of interest further.

The Financing Process did not identify any investors willing to provide financing to Workhorse on acceptable terms outside of a bankruptcy process. However, Workhorse independently identified the current investor in its Senior Notes (the “Senior Notes Investor”) as a potential financing source and began negotiating a transaction with that party. On March 15, 2024, Workhorse entered into the 2024 Securities Purchase Agreement with the Senior Notes Investor which provided for Workhorse to issue and sell (i) senior secured convertible notes for up to an aggregate principal amount of $139,000,000 (the “Notes”) and (ii) warrants (the “Warrants”) to purchase shares of Workhorse Common Stock in multiple tranches.

Shortly afterwards, Workhorse and the Senior Notes Investor entered into an agreement pursuant to which the Senior Notes Investor would acquire the Aero business (the “Aero Divestiture”). Although the Aero Divestiture did not result in cash proceeds to Workhorse, it was expected to generate substantial monthly cost savings for Workhorse, and the transaction agreement included earn-out provisions that provided for payments to Workhorse if the Aero business realized revenues from certain contingent sources. The Aero Divestiture was completed on June 6, 2024.

On March 21, 2024, Workhorse received written notification from Nasdaq granting Workhorse’s request for a 180-day extension to regain compliance with the Minimum Bid Requirement. After the granting of the extension, the closing bid price of Workhorse Common Stock had to be equal to or above the $1.00 minimum bid price for a period of 10 consecutive trading days prior to September 16, 2024.

On May 10, 2024, Workhorse announced that although the Original Sale Leaseback Agreement had not been terminated, it did not believe the transaction would be consummated at the current purchase price, as Workhorse’s management did not believe that Union City Counterparty A had sufficient liquidity to consummate that transaction. Accordingly, Workhorse began discussing alternative sale and leaseback transactions with other potential purchasers, as well as possible changes to the terms of the Original Sale Leaseback Agreement.

On June 17, 2024, Workhorse completed a 1-for-20 reverse split of its issued and outstanding shares of Workhorse Common Stock in order to regain compliance with the Minimum Bid Requirement. On July 3, 2024, Nasdaq confirmed that Workhorse was in compliance with the Minimum Bid Requirement. On October 2, 2024, Workhorse received a second written notice from Nasdaq indicating that Workhorse was no longer in compliance with the Minimum Bid Requirement. Workhorse was provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the Minimum Bid Requirement.

Between July 2024 and December 2024, Workhorse personnel and representatives of Stifel engaged in sustained discussions about potential alternative strategic transactions with seven different potential transaction partners, including five manufacturers of electric vehicles, one manufacturer of related products and one financial investor. Workhorse entered into customary confidentiality agreements with these potential transaction partners. The transactions contemplated included acquisitions of certain transaction partners by Workhorse, transactions via a bankruptcy process, a de-SPAC transaction and a potential indirect minority investment by a sovereign wealth fund. During this period, the Workhorse Board met five times to discuss the potential transactions and received advice from Stifel during such meetings. Although Workhorse’s discussions with these potential transaction partners were extended and thorough in nature and included substantial due diligence and discussion of potential transaction terms, none of the potential transaction partners ultimately made a definitive proposal and by the end of 2024 all such parties had either passively broken off negotiations or affirmatively declined to proceed.

In early March 2025, Workhorse received a proposal from an industry parts manufacturer (“Party A”) to acquire the Union City Facility for a purchase price of $4 to $7 million via a Section 363 sale under the U.S. Bankruptcy Code. The Workhorse Board carefully considered the proposal and received advice from Stifel as to the adequacy of the purchase price and other aspects of the proposed transaction. The Workhorse Board determined to reject the proposal because, among other things, the proposed purchase price was deemed to be significantly inadequate and it would require Workhorse to enter bankruptcy without offering consideration or otherwise providing for Workhorse assets other than the Union City Facility.

In early March 2025, representatives of Workhorse, including Mr. Ryan Gaul and Mr. Josh Anderson, and representatives of Motiv, including Mr. Scott Griffith, the Chief Executive Officer of Motiv, met at an industry conference and discussed the possibility of Motiv engaging Workhorse to do contract manufacturing at the Union City Facility. The parties entered into a mutual non-disclosure agreement on March 20, 2025, and on March 26, 2025, representatives from Motiv, including Mr. Griffith, visited the Union City Facility to continue discussion with Mr. Gaul and other representatives of Workhorse of a possible contract manufacturing arrangement between the companies.

On March 17, 2025, Workhorse completed a 1-for-12.5 reverse stock split of its authorized shares and outstanding shares of Workhorse Common Stock (the “2025 Reverse Stock Split”). Workhorse adjusted the exercise price, number of shares issuable on exercise or vesting and/or other terms of its outstanding stock options, warrants, restricted stock and restricted stock units to reflect the effects of the 2025 Reverse Stock Split. The 2025 Reverse Stock Split was intended to allow Workhorse to regain compliance with the Minimum Bid Requirement. On April 1, 2025, Workhorse received notification from Nasdaq that Workhorse had regained compliance with the Minimum Bid Requirement.

Following the meetings in early March 2025, on April 15, 2025, Motiv sent a written preliminary transaction overview to Workhorse that indicated that Motiv would be interested in pursuing a merger transaction in which (i) Motiv would become a subsidiary of Workhorse, (ii) Motiv’s investors would receive Workhorse Common Stock sufficient to become majority owners of Workhorse as merger consideration, (iii) Workhorse Common Stock would remain listed on the Nasdaq and (iv) following the merger, the Combined Company would complete a PIPE transaction with proceeds of at least $50 million for 40% of the ownership of the Combined Company. Motiv proposed that the parties engage in further discussions to explore the possible terms of such a transaction.

On April 16, 2025, representatives of Workhorse, including Mr. Rick Dauch, Mr. Bob Ginnan and Mr. Raymond Chess, and representatives of Motiv, including Mr. Griffith and Mr. Matt O’Leary, met at the Townsend Hotel in Birmingham, Michigan, with a representative from Motiv’s financial advisor, TD Cowen (“TD”), present by videoconference. TD presented on and the parties present discussed the market opportunity presented by the potential merger between the companies, preliminary terms of the transaction and the proposed transaction structure.

Also on April 16, 2025, Workhorse received a proposal from a potential strategic acquirer (“Party B”) to acquire substantially all of Workhorse’s assets for a purchase price of $15 to $20 million via a Section 363 sale under the U.S. Bankruptcy Code.

On April 17, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management and Stifel were present. The purpose of the meeting was, in part, to discuss and receive advice from Stifel and Workhorse’s management on each of Motiv’s and Party B’s proposals. The Workhorse Board determined not to pursue Party B’s proposal because, among other things, the proposed purchase price was deemed to be inadequate and the bankruptcy process was unlikely to result in holders of Workhorse Common Stock receiving more than de minimis consideration for their shares. The Workhorse Board determined to continue discussions with Motiv because, among other things, the merger structure would allow the Combined Company to remain public and allow Workhorse’s existing stockholders to participate in the value of the Combined Company after the closing of the merger. The Workhorse Board also determined to propose an alternative two-step transaction structure to Motiv in which the proposed merger would be preceded by Motiv or its controlling investor acquiring the Workhorse Senior Notes and converting them into a majority of the outstanding Workhorse Common Stock.

On April 22, 2025, representatives of Workhorse and Workhorse’s outside counsel, Taft, Stettinius & Hollister (“Taft”), held a video conference with representatives of Motiv, Motiv’s outside counsel, DLA Piper LLP US (“DLA”), and TD, in which Workhorse’s management and Taft presented the two-step transaction structure. The representatives of Motiv neither accepted nor rejected the proposed structure.

Between April 23, 2025 and May 15, 2025, representatives of Workhorse, Motiv, Stifel and TD met on multiple occasions to conduct mutual business due diligence, to discuss and evaluate historical financial information and forward-looking revenue models and forecasts and to consider financing alternatives for the Combined Company.

On May 10, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, the Workhorse Board’s outside legal counsel, Bailey Cavalieri LLC (“BC”) and Stifel were present. The Workhorse Board had detailed discussions of the possible transaction with Motiv and received information and advice about market conditions, strategic alternatives and the transaction structure from the parties present.

On May 15, 2025, Workhorse received a letter of intent from Motiv proposing a merger in which Workhorse would be the surviving parent entity and retain its Nasdaq listing. The proposal also provided that (i) as a condition to closing, the Combined Company would consummate a PIPE transaction with proceeds of at least $50 million at the closing of the merger; (ii) the Senior Notes would be repaid or redeemed at closing, but that financing would remain available under the related 2024 Securities Purchase Agreement until closing; (iii) Motiv’s investors would acquire approximately 66.67% of Workhorse Common Stock after closing, subject to upward adjustment for all cash used (x) to redeem or repay the Notes or (y) to pay Workhorse’s other indebtedness and accounts payable or to settle pending litigation; and (vi) Workhorse and Motiv would immediately enter into 60 days of exclusivity.

On May 17, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC and Stifel were present to discuss the letter of intent from Motiv, alternative structures for a transaction with Motiv and generally. Throughout its consideration of the proposed transaction with Motiv, the Workhorse Board believed that the transaction would only be attractive to Workhorse, its stockholders and other stakeholders if, among other things, it provided a remedy to Workhorse’s ongoing lack of liquidity and going concern issues. Accordingly, the Workhorse Board and its advisors prioritized (i) obtaining transaction terms that would maximize Workhorse’s financial viability and access to capital, both between signing and closing of the merger agreement (the “Executory Period”) and after closing, and (ii) ensuring that the relative valuations of Workhorse and Motiv and, accordingly, the post-closing equity split between pre-closing Workhorse and Motiv stockholders, was appropriate and fair.

On May 18, 2025, at the direction of the Workhorse Board, Stifel provided TD with Workhorse’s response to Motiv’s May 15, 2025 proposal. Stifel proposed that: (i) the Notes would be repaid at the execution of a definitive merger agreement; (ii) Motiv’s investors would provide Workhorse up to $6 million in financing between signing and closing; (iii) Motiv’s controlling stockholder commit to provide $35 million in financing in the proposed PIPE transaction; and (iv) Workhorse would need to do significant due diligence on Motiv before it could negotiate an equity split. Stifel also indicated that Workhorse was unwilling to enter into an exclusivity agreement at the time and that its preference was still to use the two-step transaction structure described by its counsel.

On May 21, 2025, Party B delivered a revised proposal to Workhorse. The terms of the proposal were substantively identical to its April 16, 2025 proposal, but the revised proposal indicated that Party B would be willing to consider a transaction outside of bankruptcy in certain limited circumstances.

On May 27, 2025 and May 28, 2025, representatives of Workhorse’s management, Motiv’s management, Taft and DLA met to discuss possible transaction frameworks and terms and to continue mutual business due diligence.

On May 30, 2025, Motiv delivered a revised proposal providing that: (i) the Notes would be redeemed in full at signing of a definitive merger agreement; (ii) Motiv’s controlling stockholder would enter into a sale and leaseback transaction for the Union City Facility with a purchase price of $15 million; (iii) Motiv’s controlling stockholder would provide a $10 million convertible bridge loan facility to Workhorse; (iv) the valuations of Workhorse and Motiv would be $35 million and $115 million, respectively, after taking into account the sale and leaseback transaction, with a resulting equity split of 23% of the Combined Company’s common stock to be held by pre-closing Workhorse stockholders and 77% of the Combined Company’s common stock to be held by Motiv investors, without giving effect to the convertible bridge loan; and (v) the parties would immediately enter into 45 days of exclusivity. At Workhorse’s request, consummation of a PIPE transaction was no longer included as a condition to Motiv’s obligation to close.

Between June 2, 2025 and June 10, 2025, Workhorse and Motiv, directly and through their counsel and financial advisors, continued to perform mutual due diligence and negotiate the terms of transactions, including (i) the sale and leaseback purchase price; (ii) the relative valuation of the parties and the resulting equity split; (iii) the timing of repayment of the Notes; (iv) permitted uses of proceeds of the bridge financing; and (v) the possibility and extent of a pre-signing exclusivity agreement.

On June 2, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft and Stifel were present. Among other things, the Workhorse Board considered Motiv’s proposal and evaluated the potential effects of each of Motiv’s proposal, other potential transactions and the possibility of continuing as a standalone company on Workhorse stockholders and other key stakeholders. The Workhorse Board received advice from Taft and Stifel on these matters and on the possibility of entering into a pre-signing exclusivity agreement.

On June 4, 2025, representatives of Workhorse, including Mr. Dauch, Mr. Ginnan and Mr. Chess, with Mr. Jim Harrington and Mr. Stan March joining by videoconference, representatives of Motiv, including Mr. Griffith and Mr. O’Leary (who also joined by videoconference) and DLA, TD and Stifel (each of whom joined by videoconference), met at the Daxton Hotel in Birmingham, Michigan. At this meeting, the present parties discussed further details on the “best of both” vision and strategy for the Combined Company, certain aspects of governance and executive leadership of the Combined Company and the possibility of entering an exclusive negotiation period for the potential transaction between Workhorse and Motiv. Representatives of Workhorse agreed to discuss exclusivity with the Workhorse Board at the next meeting of the Workhorse Board.

On June 6, 2025, Taft and representatives of Workhorse’s management met with representatives of Party B and their counsel to discuss the possibility of a transaction outside of bankruptcy in which Party B would purchase and convert the Notes. Party B ultimately declined to pursue a transaction outside of bankruptcy.

On June 10, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC and Stifel were present. The Workhorse Board met to discuss and receive advice on Motiv’s proposal. The Workhorse Board and its advisors conducted a thorough review of (i) the business, prospects, access to liquidity of and the ability to finance the possible Combined Company; (ii) the current proposed deal terms; (iii) the legal and practical implications of entering into an exclusivity agreement with Motiv; and (iv) Workhorse’s prospective business plan as a standalone company, prepared by Workhorse’s management. Based on the foregoing discussions and advice, the Workhorse Board determined to enter into an exclusivity agreement with Motiv providing for an initial exclusivity period of seven days, extendable until no later than June 30, 2025, with the agreement of both parties (the “First Exclusivity Agreement”).

On June 11, 2025, the First Exclusivity Agreement became effective.

On June 12, 2025 and June 13, 2025, directly and through its advisors, Workhorse first contacted the Senior Notes Investor to discuss the potential terms under which it could redeem the Notes and cancel the Warrants. These discussions continued, directly and through Workhorse’s advisors, for the remainder of the month, and in some cases, representatives of Motiv’s management team and TD also participated in the discussions. The key items in these discussions included: (i) eliminating or reducing the 25% to 75% redemption premium applicable to the Notes; (ii) cancelling the Warrants; (iii) the timing and amount of redemption payments in respect of the Notes; (iv) the availability to Workhorse of restricted cash securing the Notes; and (v) the application of trading restrictions to shares of Workhorse Common Stock received by the Senior Notes Investor in connection with the transactions.

On June 14, 2025, DLA delivered an initial draft of the Merger Agreement to Taft.

On June 18, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC and Stifel were present. Representatives of Workhorse’s management provided the Workhorse Board with an update on the negotiations and due diligence process with Motiv. Workhorse’s management provided a thorough briefing on the status of the Notes, including a detailed discussion of Workhorse’s outstanding obligations under the Notes, broken down by gross debt, restricted cash, net debt and outstanding OID, the valuation of the Warrants held by the Senior Notes Investor and the drawn and remaining undrawn tranches of Notes under the related purchase agreement. Workhorse’s management described the Senior Notes Investor’s current positions in the negotiation including: (i) its unwillingness to waive the redemption premium unless the Notes remained outstanding and available for conversion until closing of a transaction with Motiv; (ii) possible valuation of the Warrants and the amount the Senior Notes Investor would require to cancel them and (iii) the expected cost of terminating the Senior Notes Investor’s right to require Workhorse to issue additional Notes. Representatives of Stifel advised the Workhorse Board and answered questions on these matters. The Workhorse Board then considered extending the First Exclusivity Agreement for a period of one week and received advice from representatives of Taft regarding this extension. In connection with this discussion, representatives of Workhorse’s management reminded the Workhorse Board that at the time Workhorse entered into the First Exclusivity Agreement, the only pending alternative strategic proposal that Workhorse had received required Workhorse to enter bankruptcy and was highly unlikely to result in any material consideration being

paid to Workhorse stockholders. Based on the foregoing, the Workhorse Board believed that continuing to pursue the Motiv transaction, and, accordingly extending the First Exclusivity Agreement, appeared at the time to be the transaction that best preserved value for Workhorse stockholders and other stakeholders. Following further discussion, upon a motion duly made and seconded, the Workhorse Board unanimously agreed to extend the First Exclusivity Agreement until June 23, 2025.

On June 18, 2025, the parties agreed to extend the First Exclusivity Agreement until June 23, 2025. On June 20, 2025 and July 17, 2025, Motiv and Workhorse, respectively, opened data rooms for legal due diligence.

On June 22, 2025, Workhorse received a revised proposal from Motiv. The material terms included: (i) a sale and leaseback transaction of the Union City Facility with Motiv’s controlling stockholder for a purchase price of $20 million to be funded at signing of a definitive merger agreement; (ii) redemption of $10 million principal amount of the Notes at par upon execution of the definitive merger agreement; (iii) release of $10 million of restricted cash upon execution of the definitive merger agreement to provide Workhorse with liquidity between signing and closing; (iv) the balance of the Notes to remain outstanding and available for conversion until closing; (v) the Senior Notes Investor’s sales of Workhorse Common Stock restricted to 20% of trading volume per day and subject to a $1.10 price floor; (vi) redemption of the remaining Notes at par at closing; (vii) compensation for cancellation of the Warrants to be paid in pre-closing shares of Workhorse Common Stock, capped at two million shares; and (viii) Motiv’s controlling stockholder to commit to provide $5 million in a PIPE financing at or after closing, with the possibility of funding earlier under certain circumstances.

Between June 22, 2025 and June 30, 2025 the parties continued to negotiate the terms of the transactions, including the Merger, the related financing transactions and the redemption and cancellation of the Notes and the Warrants. The primary material terms negotiated included: (i) the relative valuation of the parties and consequent equity split; (ii) the amount and timing of the financing to be provided by Motiv’s controlling stockholder, including the Sale Leaseback, the Convertible Note and the commitment to participate in a PIPE transaction; (iii) the principal amount of Notes to be redeemed at signing of a definitive merger agreement; (iv) the amount and timing of the release of restricted cash to Workhorse; (v) the number of pre-closing shares of Workhorse Common Stock to be delivered to the Senior Notes Investor as consideration for the cancellation of the Warrants and Workhorse’s obligations to issue additional Notes; and (vi) the restrictions on the Senior Notes Investor’s ability to trade such shares. The Workhorse Board met twice during this period and received advice from Workhorse’s management, Taft and Stifel about the transaction terms under negotiation, the feasibility of obtaining better terms, the Workhorse Board’s desire to obtain committed liquidity for both the Executory Period and after closing, the relative valuation of the parties and the progress of both legal and business due diligence. During this time, the Workhorse Board approved brief extensions of the First Exclusivity Agreement based on its view that negotiations with both Motiv and the Senior Notes Investor were proceeding in a positive direction.

On June 26, 2025, Workhorse received a revised proposal from Motiv, and on June 30, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC and Stifel were present. At the request of Workhorse’s management, Stifel and Taft summarized the terms of the current Motiv proposal being considered by Workhorse, Motiv and the Senior Notes Investor. These terms included: (i) a sale and leaseback transaction of the Union City Facility with Motiv’s controlling stockholder or its affiliates for a purchase price of $20 million to be funded at signing of a definitive merger agreement; (ii) Workhorse retire and repurchase the outstanding amount of the 2024 Notes at par upon execution of the definitive merger agreement and consummation of the sale and leaseback transaction; (iii) concurrent with the retire and repurchase of the outstanding amount of the 2024 Notes, incur a minimum of an additional $2.5 million of indebtedness from the 2024 Note Holder from the restricted cash with the remainder of such restricted cash of approximately $18.5 million in total to become accessible in the ordinate course or as a result of voluntary conversion to support liquidity through the closing of the merger; (iv) a definitive merger agreement to consummate a reverse triangular merger pursuant to which Motiv would merge with and into a wholly-owned subsidiary of Workhorse, with Motiv surviving and becoming a wholly-owned subsidiary of Workhorse; and (v) a $5 million principal amount convertible, secured and subordinated promissory note to be funded by Motiv’s controlling stockholder at signing of a definitive merger agreement. Based on the foregoing terms, the Workhorse Board determined that further negotiation of summary proposals would not be productive and that the parties should move on to definitive documentation. Accordingly, representatives of Taft provided a summary of the key terms and material issues in the Merger Agreement to the Workhorse Board. The Workhorse Board also determined to extend the First Exclusivity Agreement.

From July 2, 2025 through August 14, 2025, representatives of Taft, with input from the Workhorse Board and Workhorse’s management, exchanged drafts and participated in discussions with Motiv’s representatives and DLA regarding the terms of the Merger Agreement and related documents, and representatives of Workhorse’s real estate counsel, Frost Brown Todd (“FBT”), with input from the Workhorse Board and Workhorse’s management, exchanged drafts and participated in discussions with Motiv’s representatives and DLA regarding the terms of the Sale Leaseback documents. The items negotiated included, among other things: (i) the application of certain adjustments to the relative valuation of the parties and, consequently, the equity split; (ii) the representations and warranties to be made by the parties; (iii) the restrictions on the conduct of the parties’ businesses until completion of the transaction; (iv) the conditions to completion of the Merger, including whether or not completion of a PIPE transaction would be such a condition; (v) the provisions regarding Workhorse’s employee severance and other compensation matters; (vi) the composition of the board of directors of the post-closing company; (vii) the remedies available to each party under the Merger Agreement, including the triggers of the termination fee payable to each of the parties; (viii) amounts of the termination fees; (ix) the rent and term of the Sale Leaseback transaction; (x) the entry of Motiv’s controlling stockholder into a support agreement; and (xi) Workhorse’s ability to reacquire the Union City Facility under certain circumstances. In addition, during this period, the Workhorse Board held six meetings, also attended by members of Workhorse’s management and representatives of Taft, BC, FBT and Stifel, to discuss the status of the Merger Agreement and related documents and the Sale Leaseback documents and to provide guidance on the terms of the definitive agreements that would be acceptable to Workhorse.

On July 2, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC and Stifel were present. Representatives of Taft described the status and terms for the proposed transactions, including certain material business issues related to the proposed transaction and certain issues in the initial draft Merger Agreement received by Workhorse. The Workhorse Board discussed the material terms of the proposed transaction in detail, including the desirability of obtaining committed financing from Motiv or its investors to fund the continuing operations of the Combined Company after consummation of the transactions. The Workhorse Board determined that it would be advisable for Workhorse’s Chief Executive Officer and Chairman to discuss Workhorse’s need for committed financing at closing with Motiv’s Chief Executive Officer and Chairman.

On July 2, 2025, Taft delivered a list of high-level issues in the Merger Agreement to DLA. The issues identified included: (i) the need for consummation of a PIPE or other financing with proceeds to the Combined Company to be a condition to Workhorse’s obligation to close; (ii) the need for additional clarity and support for Motiv’s proposed valuation of the companies, including the proposed adjustments for the Sale Leaseback transaction; (iii) Workhorse’s unwillingness to agree to the mutual termination fees; (iv) the need for repayment or conversion of Motiv’s outstanding indebtedness and cancellation of Motiv’s outstanding warrants to be conditional to Workhorse’s obligation to close; (iv) the need for a support agreement or irrevocable proxy from Motiv’s majority investor; (v) Workhorse’s likely need to effect a reverse stock split prior to closing; (vi) certain adjustments to the proposed interim operating covenants and governance provisions; (vii) the need for additional flexibility on timing of the stockholders’ meeting; and (viii) requests for information, including with respect to Motiv’s outstanding debt and equity, the applicability of dissenters’ rights and certain other matters.

On July 3, 2025, DLA delivered a response to the issues list rejecting substantially all of Workhorse’s transaction term-related requests.

On July 7, 2025, representatives of Workhorse’s management and Motiv’s management, Taft, DLA, Stifel and TD met by phone to discuss the issues list, transaction process and schedule and other matters related to the transactions. The parties agreed to hold regular calls among the parties’ Chief Executive Officers, Chairmen and outside counsel to focus the process, enhance and clarify communications on business points and expedite the resolution of issues.

On July 8, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC and Stifel were present. Representatives from Taft discussed Motiv’s responses to Workhorse’s initial issues list, including the requirement that the Combined Company have sufficient liquidity to fund ongoing operations after closing. The Workhorse Board and representatives of Taft and Workhorse’s management discussed the liquidity issue in detail and Workhorse’s projected liquidity in the event that the proposed transaction was not consummated. Following that discussion, the Workhorse Board reviewed and approved Workhorse’s plan to send a revised, more flexible financing proposal to the counterparty.

On July 8, 2025, at the direction of the Workhorse Board, Taft delivered a revised financing proposal to DLA. The revised proposal replaced the consummation of a $60 million PIPE transaction as a closing condition with a closing condition that would require: (i) consummation of a $30 million PIPE or other acceptable financing at closing and (ii) the Combined Company receiving net cash proceeds and commitments for an additional $30 million in additional financing at closing.

On July 10, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC and Stifel were present. Representatives of Taft and Workhorse’s management discussed the key outstanding issues with respect to the proposed transactions, including (i) the liquidity issues previously discussed by the Board and (ii) certain details of the proposed Sale Leaseback transaction, including the lease terms and the treatment of the Union City Facility upon closing the proposed merger. Representatives of Workhorse’s management presented a pro forma model showing projections for the Combined Company’s liquidity, cash flows, cash burn rate, R&D expense, inventory and synergies. Following that discussion, the Workhorse Board and its advisors discussed the desirability of entering into a new exclusivity agreement with Motiv for a period of two weeks and the Workhorse Board decided to do so. Representatives of Workhorse’s management and Taft then discussed the Senior Notes Investor’s request that Workhorse publicly disseminate certain material nonpublic information in the Senior Notes Investor’s possession and Workhorse’s contractual obligation under the Notes documents to comply with this request. The Board reviewed a proposed draft Current Report on Form 8-K pursuant to which Workhorse would disseminate the material nonpublic information in the Senior Notes Investor’s possession. The Board decided that Workhorse would file the Current Report on Form 8-K.

Also on July 10, 2025, the Workhorse Board engaged BTIG, LLC (“BTIG”) as financial advisor to Workhorse. Workhorse engaged BTIG for business reasons and not as the result of Stifel having any conflict of interest in connection with the transactions.

On July 10, 2025 and July 11, 2025, Taft sent DLA comments to the Merger Agreement and the interim operating covenants, and on July 12, 2025 and July 13, 2025, DLA delivered a list of unresolved major issues on the Merger Agreement and requests for information concerning Workhorse’s proposed exclusions to its interim operating covenants.

On July 14, 2025, Workhorse and Motiv entered into a new 14-day exclusivity agreement (the “Second Exclusivity Agreement”). On July 14, 2025, as approved by the Workhorse Board on July 10, 2025, and in order to comply with the request made by the Senior Notes Investor under the Notes documents to publicly disseminate certain material nonpublic information in the Senior Notes Investor’s possession, Workhorse filed with the Commission a Current Report on Form 8-K disclosing certain information about the negotiations among Workhorse, Motiv and the Senior Notes Investor.

On July 17, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC and Stifel were present. Representatives of Taft described the major unresolved business issues with respect to the transactions, including the liquidity issues previously discussed by the Workhorse Board, the contribution of the Union City Facility at closing, revisions to the terms of certain executives’ change of control agreements and arrangements, the allocation of post-closing board seats and the equity split. Representatives of Workhorse’s management also described the status of the negotiations of the Sale Leaseback transaction. Extensive discussions ensued and the Workhorse Board considered options on how to proceed with negotiations.

Following that discussion, representatives of Stifel provided a detailed comparative analysis of Workhorse’s future financial prospects, of the assumption that Workhorse and Motiv would consummate the proposed transactions and against the assumption that Workhorse would proceed as a standalone entity. Representatives of Stifel described the differences in the two scenarios as they related to the ability of Workhorse to obtain financing, purchase inventory, extinguish secured indebtedness and potentially secure large purchase orders. Representatives of Workhorse’s management presented comparative projected cash flow models assuming the consummation of the transactions and on a standalone basis.

On July 18, 2025, Stifel and BTIG had a call during which Stifel provided BTIG with a brief overview of the background to the Transactions and discussions to date.

Between July 14, 2025 and July 25, 2025, Workhorse and Motiv, primarily through their respective counsels, continued to negotiate the terms of, and exchange drafts of, the Merger Agreement and related documents, the Sale Leaseback documents and the Convertible Note documents.

On July 25, 2025, DLA delivered a revised proposal to address the material unresolved business points on the Merger Agreement. DLA proposed that: (i) Motiv’s controlling stockholder would provide a $10 million ABL facility, with a $10 million accordion facility, at closing with a borrowing base tied to firm purchase orders and the loan proceeds available only for working capital to fulfill firm orders unless mutually agreed by the parties; (ii) Motiv and Workhorse would agree to use commercially reasonable efforts to consummate a PIPE transaction at or shortly after closing and that Workhorse would engage a financial advisor during the interim period of Motiv’s choosing; (iii) certain Workhorse employees would agree to modify their change in control payment packages; and (iv) the Union City Facility would not be contributed to the Combined Company at closing.

On July 25, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC, FBT, BTIG and Stifel were present. Representatives of Workhorse’s management and Stifel presented a three-year business plan and a projected cash flow forecast in connection with the possible entry into and consummation of the transactions, including ordinary cash flows, as well as transaction expenses, as well as potential synergies associated with the transactions. The Workhorse Board asked questions about a potential PIPE transaction, the benefit to paying down Workhorse’s debt, potential change in control payments and the ability to obtain an order from certain potential major customers.

Representatives of Taft outlined Motiv’s financing proposal and the related material terms, including the asset-backed loan and its restrictions, the non-contribution of the Union City Facility to the Combined Company at closing, the equity split and Workhorse’s liquidity requirements. Representatives of FBT described the status of the Sale Leaseback negotiations, including the purchase agreement and the lease. Representatives of Workhorse’s management described the potential officer and director slate for the Combined Company and current negotiations related thereto.

On July 25, 2025, representatives of Motiv and Workhorse, including their Chief Executive Officers and Chief Financial Officers, met to discuss the remaining outstanding business items, to conduct business and accounting due diligence and to work on financial and cash models for the Combined Company. The representatives of Workhorse and Motiv were not able to reach agreement on certain outstanding business items, including the terms of the proposed closing time financings and temporarily terminated negotiations following this meeting.

On July 28, 2025, Workhorse received a new proposal from Motiv to provide liquidity for the Combined Company. Motiv proposed that (i) its controlling stockholder would provide a $20 million all assets secured line of credit, with (a) $10 million to be available for general corporate purposes immediately upon execution of a definitive merger agreement, and (b) $10 million to be available to fill firm purchase orders immediately upon execution of a definitive merger agreement; (ii) Motiv’s Chief Executive Officer would become the Chief Executive Officer of Workhorse immediately upon execution of a definitive merger agreement; (iii) a new Chief Financial Officer would be mutually agreed upon between the parties; (iv) three of Workhorse’s directors would be replaced by three of Motiv’s directors immediately upon execution of the line of credit; (v) the cost of certain litigation would be divided between the parties in the equity split; (vi) certain Workhorse executives would agree to adjust the amount and timing of payments under their change of control agreements; and (vii) Workhorse would implement cost reductions and additional financial reporting.

On July 28, 2025, the Second Exclusivity Agreement expired in accordance with its terms.

On July 30, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC, FBT, BTIG and Stifel were present. Representatives of Taft described the new proposal that Workhorse received from Motiv, including the expanded financing terms and new governance terms. Representatives of Taft answered questions from the Workhorse Board about the covenant package and drawing conditions on the proposed financing arrangements, control issues related to the governance proposals and antitrust and other regulatory concerns. Extensive discussions ensued. With advice from representatives of Taft, the Workhorse Board discussed and considered Workhorse’s possible responses to the new proposal, including negotiating revised loan conditions and governance changes, reconsidering the need for financing and rejecting the proposal. The Workhorse Board also discussed the advisability of entering into a new exclusivity agreement with Motiv. The Workhorse Board determined to continue negotiations, to inform Motiv that it could not agree to the proposed governance changes to the Board and Chief Executive Officer position, to seek further explanation of the proposed equity split from Motiv and to continue regulatory review of the proposed governance changes. Workhorse’s management informed the Workhorse Board that, after the expiration of the First Exclusivity Agreement, on June 30, 2025, a third party (“Party C”) made an unsolicited preliminary proposal for an alternative sale and leaseback transaction for the Union City Facility. The Workhorse Board instructed management to seek further information about the terms and viability of Party C’s proposal.

Following discussions between representatives of Taft and DLA and representatives of the parties’ management and Boards, on July 31, 2025, Motiv provided Workhorse with a revised version of its liquidity proposal. The proposal was substantively identical to the proposal it delivered on July 28, 2025, except that: (i) the Chief Executive Officer and Chief Financial Officer changes would occur at closing; (ii) in consideration of the $5 million Convertible Note to be provided to Workhorse at signing, Motiv’s controlling stockholder would be entitled to appoint one director and one board observer to the Workhorse Board (rather than the three directors previously proposed); (iii) the $20 million all assets secured line of credit would become available at closing; (iv) the Merger Agreement would contain more robust and specific negative and affirmative interim operating covenants; and (v) the Sale Leaseback transaction with Motiv’s controlling stockholder would include six months of free rent for Workhorse. In addition, Motiv’s Chief Executive Officer requested the opportunity to speak directly with the Workhorse Board about, among other things, his vision for the Combined Company.

On August 2, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC, FBT, BTIG and Stifel were present. Representatives of Taft described Motiv’s new proposal in detail, including the financing proposal, which included a $10 million revolving credit facility to be available for general corporate purposes and $10 million to be available to fill firm purchase orders, subject to immaterial adjustments, as well as new governance changes, including adding one director and one observer to the Board upon signing the Convertible Note. Representatives of Taft and Workhorse’s management discussed the changes that Motiv proposed with respect to Workhorse’s financial reporting and its desire to replace certain officers of Workhorse. Extensive discussion ensued about the transaction’s financing terms, governance changes, financial forecast, regulatory concerns, equity split, Union City Facility contribution at closing, transaction fees and expenses, announcement timing, diligence process and exclusivity. Representatives of Workhorse’s management informed the Workhorse Board that Party C had updated its alternative proposal for a sale and leaseback transaction, including by providing for a reduced purchase price and deferred, contingent payment terms. The Workhorse Board determined that these revised terms rendered the alternative proposal not viable. Based on the foregoing discussions and with the advice of representatives of Taft, the Board approved Workhorse’s entry into a new exclusivity agreement with Motiv.

On August 4, 2025, Workhorse and Motiv entered into a new exclusivity agreement (the “Third Exclusivity Agreement”) and Workhorse publicly disclosed the existence and terms of the Third Exclusivity Agreement by filing a Current Report on Form 8-K with the Commission.

On August 5, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC, BTIG and Stifel were present. Motiv’s Chief Executive Officer was invited by the Workhorse Board to join the meeting. He presented information regarding Motiv and his vision for the potential Combined Company and answered questions from the Workhorse Board. Further discussion by the Workhorse Board ensued. Representatives of Taft updated the Workhorse Board on the major outstanding unresolved business items on the Merger Agreement, including certain employee change of control payments and related employment matters and certain adjustments to the equity split.

Representatives of BTIG then updated the Workhorse Board on BTIG’s ongoing work and certain outstanding items needed for BTIG’s analysis.

On August 8, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC, FBT, BTIG and Stifel were present. Representatives of Stifel advised the Workhorse Board on the relative valuation of the parties and the proposed equity split. They discussed the enterprise values of Workhorse and Motiv, the method used to calculate the equity split, how discussions evolved throughout the transaction process, potential future adjustments, including as a result of certain litigation payments, and Stifel’s opinion that the currently proposed equity split was fair to Workhorse. Extensive discussion ensued, with additional detail about the rationale for the proposed equity split and factors supporting it provided by representatives of Workhorse’s management and Taft. Following that discussion, the Workhorse Board requested that Stifel propose to the counterparty the removal of the adjustments for certain litigation payments from the equity split calculation.

Representatives of FBT then discussed the status of negotiations with respect to the Sale Leaseback transaction, including the need to finalize terms surrounding rent and Workhorse’s right to repurchase the property.

Representatives of BTIG then updated the Workhorse Board on BTIG’s ongoing work and certain outstanding items needed for BTIG’s analysis.

Following further discussion, representatives of Taft presented the firm’s legal due diligence investigation of Motiv. They described scope of the investigation, including, without limitation, the review of organizational and corporate matters, litigation and contingencies, intellectual property, tax and regulatory matters, material contracts and employment matters. They then described the legal due diligence process, the firm’s findings and the key takeaways.

On August 12, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC, FBT, BTIG and Stifel were present. Representatives of Taft provided a detailed description of the proposed terms of Merger Agreement, the Repayment Agreement with the Senior Notes Investor and the Convertible Note. They described the Merger Agreement, including the equity splits, which reflected Motiv’s assent to the Workhorse Board’s request from the prior meeting that the litigation payment adjustment be removed, the covenants, including the interim operating covenants, the equity financing, the conditions to closing, including votes, Nasdaq approval and the financing contingency, termination rights and break-up fees and governance provisions. Extensive discussion ensued. Following that discussion, representatives of Taft described the proposed terms of the Repayment Agreement, including the amount and timing of the repayments and stock issuances, and of the Convertible Note, including the principal amount, interest rate, maturity, acceleration events and terms of conversion.

Representatives of FBT then described the proposed Sale Leaseback transaction, including the lease terms, annual rent, rent adjustments and potential extensions.

Representatives of Workhorse’s management then gave a presentation on Workhorse’s due diligence investigation into the operations of Motiv. They discussed the scope of the investigation, including its focus on sales outlook, staffing comparisons and synergy plans. They described Motiv’s product portfolio, sales pipeline, material contracts, including the related covenants and pricing terms, staffing levels compared to Workhorse and synergy estimates, including the projected cost savings for the Combined Company.

Representatives of BTIG described to the Workhorse Board the processes they were using to develop an opinion on the fairness of the proposed transactions. They described how BTIG reviewed the history of the transactions and conducted its analysis and the market backdrop in which BTIG was reviewing the proposed transactions, including the current EV truck market and the situations surrounding tariffs. They described the methodologies used, including conducting a liquidation value analysis, a discounted cash flow analysis as a standalone company and as a combined company assuming the consummation of the transactions, as well as reviewing comparable transactions and benchmarking to peers.

On August 13, 2025, and on the afternoon of August 14, 2025, the Workhorse Board held meetings at which representatives of Workhorse’s management, Taft, BC, FBT, BTIG and Stifel were present. During each meeting, representatives of Taft and Workhorse’s management briefed the Workhorse Board on the status of negotiation of the remaining unresolved transaction points, including the amendment of certain employees’ change of control agreements, repayment mechanics, release conditions and trading considerations pursuant to the Repayment Agreement, and the settlement of certain purported accounts payable of Workhorse.

On the evening of August 14, 2025, the Workhorse Board held a meeting at which representatives of Workhorse’s management, Taft, BC, FBT, BTIG and Stifel were present, to consider approval of the proposed transaction with Motiv. Representatives of Taft indicated that the Merger Agreement, the Purchase and Sale Agreement, the Convertible Note and the Repayment Agreement and all other ancillary documents associated with the proposed merger with Motiv were in final form, and representatives of Workhorse’s management and Taft described the resolution of the final outstanding items on the Transactions, including the amendment of certain employees’ change of control agreements, the imposition of trading restrictions on shares to be received by the Senior Notes Investor pursuant to the Repayment Agreement and the settlement of certain purported accounts payable of Workhorse. Representatives of Taft then reminded the Workhorse Board of its fiduciary duties under Nevada law in connection with a merger, which had been discussed with the Workhorse Board throughout the process.

Representatives of BTIG then reviewed BTIG’s financial analysis with respect to Workhorse, Motiv and the proposed terms of the merger. Thereafter, at the request of the Workhorse Board, BTIG rendered to the Workhorse Board its oral opinion, which was subsequently confirmed by delivery of a written opinion dated August 15, 2025, to the effect that, as of such date and based upon and subject to the various limitations, qualifications, assumptions, conditions and other matters set forth therein, the issuance by Workhorse of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse. For a detailed discussion of BTIG’s opinion, please see heading titled “The Merger — Opinion of Workhorse’s Financial Advisor.” The full text of BTIG’s written opinion is attached to this proxy statement as Annex C.

After further discussion, based on, among other things, the factors cited in “The Merger — The Workhorse Board’s Reasons for Approving the Merger,” the Workhorse Board unanimously: (i) determined that the Merger and the related Transactions contemplated by the Merger Agreement were desirable and in the best interests of Workhorse; (ii) approved the Merger Agreement and the related Transactions contemplated by the Merger Agreement; (iii) determined to recommend that the stockholders of Workhorse vote to authorize and approve the Merger Agreement and the Transactions contemplated thereby in all respects; (iv) approved and authorized the Convertible Note, the Sale Leaseback Agreements and the Repayment Agreement; and (v) determined to: (a) increase the size of the Board from seven to eight directors, (b) appoint Alan Henricks, who was designated by Motiv’s controlling stockholder pursuant to their rights under the terms of the Convertible Note, to fill the vacancy resulting from the newly created directorship, effective August 18, 2025 and (c) appoint Alan Henricks to the Board’s Audit Committee, effective August 18, 2025.

On August 15, 2025, the parties finalized and executed the Merger Agreement, the Purchase and Sale Agreement, the Convertible Note and the Repayment Agreement.

On the morning of August 15, 2025, prior to the opening of trading on the NASDAQ Capital Market, Workhorse and Motiv issued a joint press release announcing, among other things, their entry into the Merger Agreement and the funding of the Sale Leaseback and the Convertible Note.

Merger Consideration

At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement:

•        the financial indebtedness of Motiv will be cancelled and will cease to exist and thereafter only represent the right to receive as Merger Consideration shares of Workhorse Common Stock (the “Motiv Indebtedness Merger Consideration”);

•        any shares of Motiv Common Stock held as treasury stock or owned, directly or indirectly, by Workhorse, Intermediate Parent, Intermediate, or Merger Sub or any subsidiary of Motiv or Workhorse immediately prior to the Effective Time (collectively, the “Excluded Shares”) will be cancelled and retired and will cease to exist with no consideration delivered in exchange;

•        each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and non-assessable share of Motiv Common Stock; and

•        if there is any Merger Consideration remaining to be paid after Workhorse has satisfied the payment of the Motiv Indebtedness Merger Consideration, each share of Motiv Common Stock and Motiv’s preferred stock, par value $0.001 per share (the “Motiv Preferred Stock” and together with the Motiv Common Stock, the “Motiv Capital Stock”) issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares or dissenting shares) shall be converted into and become exchangeable for the right to receive its allocation of the remaining Merger Consideration as determined in accordance with the terms of Motiv’s Fourth Amended and Restated Certificate of Incorporation, dated as of June 14, 2024, as amended by that First Certificate of Amendment of fourth Amended and Restated Certificate of Incorporation, dated as of October 3, 2024, and each share of Motiv Capital Stock will be cancelled and will cease to exist and thereafter only represent the right to receive as Merger Consideration shares of Workhorse Common Stock.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, Motiv’s investors will receive, on a pro forma basis and prior to giving effect to the Equity Financing and the Convertible Financing, shares of Workhorse common Stock equal to approximately 62.5% of the outstanding shares of the post-Closing Workhorse Common Stock on a fully-diluted basis prior to giving effect to the Equity Financing and the Convertible Financing, and subject to further adjustments as described in the Merger Agreement. The Merger Consideration and the post-Closing ownership of the Combined Company is based on equity valuations of Workhorse of $30,000,000 and of Motiv of $50,000,000, respectively, and are subject to the adjustments set forth in the Merger Agreement. No fractional shares of Workhorse Common Stock will be issued as Merger Consideration, and no certificates or scrip for factional shares will be issued.

Treatment of Equity

Workhorse

At the Effective Time, by virtue of the Merger and without any action on the part of Workhorse, Intermediate Parent, Intermediate, Merger Sub, or any other person, each Workhorse Option that is outstanding and unexercised immediately prior to the Effective Time will automatically be terminated and cancelled without the payment of any consideration therefor, including any present or future right to receive any portion of the Merger Consideration.

Each share of restricted Workhorse Common Stock, each restricted stock unit relating to shares of Workhorse Common Stock, each performance share of Workhorse Common Stock, and each performance unit relating to shares of Workhorse Common Stock, whether vested or unvested, that was granted pursuant to an equity plan of Workhorse, and is outstanding immediately prior to the Effective Time, will vest (to the extent not yet vested) with (to the extent applicable) performance deemed achieved at the greater of target or actual level effective as of immediately prior to the Effective Time.

Motiv

At the Effective Time, each option and warrant to purchase Motiv Common Stock that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and terminated for no consideration.

Conditions to the Completion of the Merger

Under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation:

General Conditions

Consummation of the Merger is conditioned on the following conditions: (i) no temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated in the Merger Agreement shall have been issued by any court of competent jurisdiction or other governmental entity of competent jurisdiction and remain in effect and there shall not be any law which has the effect of making the consummation of the transactions contemplated by the Merger Agreement illegal; (ii) Workhorse will have obtained approval for the listing on Nasdaq of shares of Workhorse Common Stock following Closing, (iii) Workhorse will have maintained its existing listing on Nasdaq and obtained approval of the listing of the Combined Company on Nasdaq; and (iii) the obtainment of the Workhorse Stockholder Approval and the Motiv Stockholder Approval.

Motiv’s Conditions to Closing

The obligations of Motiv to consummate the Merger are conditioned on, among other things:

•        The accuracy of the representations and warranties, and the performance of the covenants and agreements, of Workhorse, subject to customary materiality qualifications;

•        The absence of a material adverse effect with respect to Workhorse;

•        Workhorse shall have delivered to Motiv (i) a certificate from an officer of Workhorse certifying compliance with the above conditions, (ii) resignations of the officers and directors of Workhorse and its subsidiaries who are not expected to continue serving as officers of the Combined Company or its subsidiaries after Closing, (iii) the Registration Rights Agreement, and (iv) the documentation effecting the Closing Debt Financing;

•        Workhorse shall have delivered evidence of the repayment and cancellation of the outstanding indebtedness of Workhorse and the release of the liens securing such indebtedness;

•        Workhorse shall have performed or complied with, in all material respects, all of its agreements and covenants required to be performed or complied with in the Merger Agreement, the Repayment Agreement, and the Sale Leaseback at or prior to the Effective Time, as applicable;

•        Workhorse Board shall be comprised of seven directors, two appointed by Workhorse and five appointed by Motiv, as of immediately following the Closing; and

•        Workhorse shall have obtained all authorizations and approvals required to be obtained by it pursuant to the Closing Debt Financing Agreement.

Workhorse’s Conditions to Closing

The obligations of Workhorse to consummate the Merger are conditioned on, among other things:

•        The accuracy of the representations and warranties, and the performance of the covenants and agreements of Motiv, subject to customary materiality qualifications;

•        The absence of a material adverse effect with respect to Motiv;

•        Motiv shall have delivered to Workhorse a certificate from an officer of Motiv (i) certifying compliance with the above conditions, and (ii) certifying that the information set forth in an allocation certificate to be delivered by Motiv pursuant to the Merger Agreement is true and accurate in all respects as of the date of Closing;

•        The delivery by the debt providers of the Closing Debt Financing Agreement; and

•        Mango Workhorse LLC shall have performed or complied with, in all material respects, all of its agreements and covenants required to be performed or complied with by it pursuant to the terms of the Sale Leaseback prior to the Effective Time.

Material Adverse Effect

Each party’s condition to consummate the Merger is conditioned on the absence of a material adverse effect with respect to the other party.

A material adverse effect means:

(a)     With respect to Motiv, any event, change, circumstance, occurrence, effect or state of facts that is or would reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition, results of operations of Motiv, taken as a whole; provided, however, that Material Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (1) changes or conditions generally affecting the industries in which Motiv operates, or the economy or the financial, debt, banking, capital, credit or securities markets, in the United States, including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments in general, (2) the outbreak or escalation of war or acts of terrorism or any natural disasters, acts of God or comparable events, epidemic, pandemic or disease outbreak (including the COVID-19 virus) or any worsening of the foregoing, or any declaration of martial law, quarantine or similar directive, policy or guidance or law or other action by any governmental entity in response thereto, (3) changes in law or GAAP, or the interpretation or enforcement thereof, (4) the public announcement of the Merger Agreement, (5) any failure to meet internal or other estimates, predictions, projections or forecasts (provided that any facts or circumstances causing such failure may be considered to the extent not otherwise excluded by the other provisions thereof), or (6) any specific action taken (or omitted to be taken) by Motiv at or with the express written consent of Workhorse or required by or expressly permitted by the terms of the Merger Agreement; provided, that, with respect to clauses (1), (2) and (3), the impact of such event, change, circumstance, occurrence, effect or state of facts shall be excluded only to the extent it is not disproportionately adverse to Motiv as compared to other participants in the industries in which Motiv operates.

(b)    With respect to Workhorse, any event, change, circumstance, occurrence, effect or state of facts that is or would reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition, or results of operations of Workhorse; provided, however, that Material Adverse Effect shall not include any event, change, circumstance, occurrence, effect or state of facts to the extent resulting from (1) changes or conditions generally affecting the industries in which Workhorse operates, or the economy or the financial, debt, banking, capital, credit or securities markets, in the United States, including effects on such industries, economy or markets resulting from any regulatory and political conditions or

developments in general, (2) the outbreak or escalation of war or acts of terrorism or any natural disasters, acts of God or comparable events, epidemic, pandemic or disease outbreak (including the COVID-19 virus) or any worsening of the foregoing, or any declaration of martial law, quarantine or similar directive, policy or guidance or law or other action by any governmental entity in response thereto, (3) changes in law or GAAP, or the interpretation or enforcement thereof, (4) the public announcement of the Merger Agreement, (5) any specific action taken (or omitted to be taken) by Workhorse at or with the express written consent of Motiv or required by or expressly permitted by the terms of the Merger Agreement, (6) a change in the stock price or trading volume of Workhorse Common Stock or the suspension of trading in or delisting of Workhorse’s securities on Nasdaq (provided that any facts or circumstances causing such failure may be considered to the extent not otherwise excluded by the other provisions thereof) or (7) any failure to meet internal or other estimates, predictions, projections or forecasts (provided that any facts or circumstances causing such failure may be considered to the extent not otherwise excluded by the other provisions thereof); provided, that, with respect to clauses (1), (2) and (3), the impact of such event, change, circumstance, occurrence, effect or state of facts is not disproportionately adverse to Workhorse, as compared to other participants in the industries in which Workhorse operates.

Non-Solicitation

Each of Workhorse and Motiv has agreed that, except as described below, Workhorse and Motiv and any of their respective subsidiaries will not, nor will either party or any of its subsidiaries authorize any of the directors, officers, employees, attorneys, accountants, investment bankers, financial advisors or other advisors, agents or representatives retained by it or any of its subsidiaries to, directly or indirectly:

•        solicit, initiate or knowingly encourage, induce or facilitate the communication, making, submission or announcement of, any Acquisition Proposal or Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry;

•        furnish any nonpublic information with respect to it to any person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry;

•        engage in discussions or negotiations with any person with respect to any Acquisition Proposal or Acquisition Inquiry;

•        approve, endorse or recommend an Acquisition Proposal (subject to certain exceptions);

•        execute or enter into any letter of intent or any contract contemplating or otherwise relating to an Acquisition Transaction;

•        take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; or

•        publicly propose to do any of the foregoing.

An “Acquisition Inquiry” means, with respect to a party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Workhorse, on the one hand, or Motiv, on the other hand, to the other party) that could reasonably be expected to lead to an Acquisition Proposal.

An “Acquisition Proposal” means with respect to either Workhorse or Motiv, any proposal or offer from any person (other than Workhorse or Workhorse, as applicable, or their respective representatives) providing for an Acquisition Transaction.

An “Acquisition Transaction” means any transaction or series of related transactions (other than the Convertible Financing) involving:

•        any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, acquisition of securities, reorganization, recapitalization, tender offer, exchange offer or other similar transaction: (i) in which a party is a constituent entity, (ii) in which a person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of persons directly or indirectly acquires beneficial or record ownership of securities representing more than 20% of the outstanding securities of any class

of voting securities of a party or any of its subsidiaries or (iii) in which a party or any of its subsidiaries issues securities representing more than 20% of the outstanding securities of any class of voting securities of such party or any of its subsidiaries; or

•        any sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated book value of the fair market value of the assets of a party and its subsidiaries, taken as a whole.

Notwithstanding the foregoing, before obtaining the applicable approvals of the Workhorse stockholders required to consummate the Merger, Workhorse may furnish nonpublic information regarding Workhorse and its subsidiaries to, and enter into discussions or negotiations with, any third party in response to a bona fide written Acquisition Proposal by such third party, which the Workhorse Board determines in good faith, after consultation with Workhorse’s financial advisors and outside legal counsel, constitutes or is reasonably likely to result in a Superior Offer (and is not withdrawn), if:

•        neither Workhorse nor any of its representative has breached the non-solicitation provisions of the Merger Agreement described above in any material respect;

•        the Workhorse Board concludes in good faith, after consulting with outside counsel, that the failure to take such action would reasonably be expected to constitute a violation of the Workhorse Board’s fiduciary duties under applicable law; and

•        prior to furnishing any nonpublic information or entering into discussions with a third party, Workhorse receives from the third party an executed confidentiality agreement containing provisions at least as favorable to such party as those contained in the confidentiality agreement between Workhorse and Motiv and Workhorse furnishes such nonpublic information to Motiv (to the extent such information has not been previously furnished by Workhorse to Motiv).

A “Superior Offer” means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction being treated as references to 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) the Merger Agreement and (b) is on terms and conditions that the Workhorse Board or the Motiv Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof and the financing terms thereof), as well as any written offer by the other party to the Merger Agreement to amend the terms of the Merger Agreement, and following consultation with its outside legal counsel and financial advisors, if any, are more favorable, from a financial point of view, to the Workhorse stockholders or Motiv stockholders, as applicable, than the terms of the transactions contemplated by the Merger Agreement.

The Merger Agreement also provides that if any party or any representative of such party receives in writing an Acquisition Proposal or Acquisition Inquiry, then such party will promptly (and in no event later than one business day after such party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other party in writing of such Acquisition Proposal or Acquisition Inquiry (including the terms thereof). Such party will keep the other party reasonably informed with respect to the status and terms of any such Acquisition Proposal or Acquisition Inquiry and any material modification or material proposed modification thereto.

Recommendation Change

Workhorse

Under the Merger Agreement, subject to certain exceptions described below, Workhorse agreed that the Workhorse Board may not make a recommendation change. However, notwithstanding the foregoing, at any time prior to the approval of the Merger Proposals, if (x) Workhorse has received a bona fide written Superior Offer or (y) there is a Workhorse intervening event, the Workhorse Board may make a recommendation change if, but only if,

(i)     in the case of a Superior Offer, following the receipt of and on account of such Superior Offer:

•        the Workhorse Board determines in good faith, after consulting with outside legal counsel, that the failure to withhold, amend, withdraw or modify such recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable law;

•        Workhorse has negotiated, and has caused its financial advisors and outside legal counsel to negotiate, during the four business days prior to the recommendation change (the “Workhorse Notice Period”), with Motiv in good faith to make such adjustments to the terms and conditions of the Merger Agreement so that such Acquisition Proposal ceases to constitute a Superior Offer (to the extent Motiv desires to negotiate); and

•        after Motiv has delivered to Workhorse an irrevocable written offer to alter the terms or conditions of the Merger Agreement during the Workhorse Notice Period, the Workhorse Board shall have determined in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Workhorse Board recommendation would reasonably be expected to be inconsistent with its fiduciary duties under applicable law (after taking into account such alterations of the terms and conditions of the Merger Agreement); provided that (x) Motiv receives written notice from Workhorse confirming that the Workhorse Board has determined to change its recommendation in compliance with the Workhorse Notice Period, which notice shall include a description in reasonable detail of the reasons for such recommendation change, and written copies of any relevant proposed transaction agreements with any party making a potential Superior Offer, (y) during any Workhorse Notice Period, Motiv shall be entitled to deliver to Workhorse one or more counterproposals to such Acquisition Proposal, and Workhorse will, and cause its representatives to, negotiate with Motiv in good faith (to the extent Motiv desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Offer and (z) in the event of any material amendment to any Superior Offer (including any revision in the amount, form or mix of consideration or percentage of the Combined Company that Workhorse’s stockholders would receive as a result of such potential Superior Offer), Workhorse shall be required to provide Motiv with notice of such material amendment, and the Motiv notice period shall be extended, if applicable, to ensure that at least two business days remain in the Workhorse Notice Period following such notification during which the parties shall comply again with the requirements described above, and the Workhorse Board shall not make a recommendation change prior to the end of such Workhorse Notice Period as so extended (it being understood that there may be multiple extensions); or

(ii)    in the case of a Workhorse intervening event, Workhorse promptly notifies Motiv in writing within the Workhorse Notice Period before making a recommendation change, which notice shall state expressly the material facts and circumstances related to the applicable Workhorse intervening event and that the Workhorse Board intends to make a recommendation change.

A “Workhorse intervening event” means a material development or change in circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the consequence thereof or (B) the fact, in and of itself, that Workhorse meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations) that affects the business, assets or operations of Workhorse that occurs or arises after the date of the Merger Agreement.

Workhorse’s obligation to call, give notice and hold the Meeting is not limited to or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer or Acquisition Proposal, or by any withdrawal or modification of the Workhorse Board recommendation or any Workhorse Board recommendation change.

Motiv

As of the date of this proxy statement, Motiv has already received the requisite approval of the Merger and related transactions from its stockholders, therefore the Motiv Board cannot make a Motiv Board recommendation change.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Workhorse and Motiv for a transaction of this type relating to, among other things:

•        corporate organization and power, and similar corporate matters;

•        capitalization;

•        subsidiaries;

•        votes required for completion of the Merger and approval of the proposals that will come before the stockholders at the Meeting and that will be the subject of the Motiv stockholder approval;

•        authority to enter into the Merger Agreement and the related agreements;

•        except as otherwise specifically disclosed in the Merger Agreement, the fact that the consummation of the Merger would not contravene the organizational documents, certain laws, governmental authorizations or certain contracts of the parties; result in any encumbrances on the parties’ assets or require the consent of any third party;

•        financial statements and, with respect to Workhorse, documents filed with the SEC and the accuracy of information contained in those documents;

•        liabilities;

•        material changes or events;

•        legal proceedings and orders;

•        regulatory compliance, permits and restrictions;

•        employee and labor matters and benefit plans;

•        environmental matters;

•        tax matters;

•        the validity of material contracts to which the parties or their subsidiaries are a party and any violation, default or breach of such contracts;

•        insurance;

•        real property and leaseholds;

•        intellectual property;

•        the parties’ efforts with respect to ensuring the inapplicability of certain state anti-takeover statutes;

•        financial advisors fees;

•        certain transactions or relationships with affiliates;

•        with respect to Workhorse, the opinion of its financial advisor;

•        with respect to Workhorse, the valid issuance in the Merger of Workhorse Common Stock; and

•        information provided for inclusion in this proxy statement.

The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the merger, but their accuracy forms the basis of one of the conditions to the obligations of Workhorse and Motiv to complete the Merger.

Covenants; Conduct of Business Pending the Merger

Workhorse

Workhorse has agreed that, except as permitted by the Merger Agreement, as required by law, or unless Motiv has otherwise provided its written consent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the Effective Time and the termination of the Merger Agreement (the “Pre-Closing Period”), Workhorse will, and will cause its subsidiaries to, use commercially reasonable efforts to conduct their business and operations in the ordinary course and in material compliance with all applicable laws, regulations and certain contracts. Workhorse also agreed to undertake certain personnel changes and work with Motiv to prepare for certain post-Closing integration matters.

Workhorse has also agreed that, subject to certain limited exceptions, without the prior consent of Motiv (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, it will not, and will not cause or permit any of its subsidiaries to, do any of the following:

•        declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Workhorse Common Stock from terminated employees, directors or consultants of Workhorse in accordance with agreements in effect on the date of the Merger Agreement providing for the repurchase of shares at no more than the purchase price thereof in connection with any termination of services to Workhorse);

•        sell, issue, grant, pledge or otherwise dispose of or encumber or authorize the issuance of (i) any capital stock or other security (except for Workhorse capital stock issued upon the valid exercise or settlement of outstanding Workhorse options or Workhorse restricted stock awards as applicable), (ii) any option, restricted stock, restricted stock unit, warrant or right to acquire any capital stock or any other security or (iii) any instrument convertible into or exchangeable for any capital stock or other security;

•        except as required to give effect to anything in contemplation of the Closing, including the Nasdaq Reverse Stock Split, amend any of its organizational documents, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the avoidance of doubt, the transactions contemplated by the Merger Agreement;

•        form any subsidiary or acquire any equity interest or other interest in any other entity or enter into a joint venture with any other entity;

•        (i) lend money to any person (other than routine advances to employees of Workhorse or its subsidiaries in the ordinary course of business and consistent with past practice), (ii) incur or guarantee any indebtedness for borrowed money, (iii) guarantee any debt securities of others or (iv) make any capital expenditure or commitment, in each case, in excess of $500,000, in aggregate amount;

•        other than as required by applicable law or the terms of Workhorse’s equity award plans in effect as of the date of the Merger Agreement, (i) adopt, establish or enter into any equity award plan, including, for the avoidance of doubt, any equity awards plans, (ii) cause or permit any Workhorse equity award plan to be amended other than as required by law or in order to make amendments for the purposes of Section 409A of the Code, (iii) pay any bonus or make any profit-sharing or similar payment to (except with respect to obligations in place as of the date of the Merger Agreement pursuant to any Workhorse equity award plan), or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its employees, directors or consultants (other than general pay increases, including in connection with promotions, made in the ordinary course of business consistent with past practice), (iv) increase the severance or change of control benefits offered to any current or new employees, directors or consultants, (v) hire any employee that would be entitled to receive annual base cash compensation in excess of $125,000 or more or terminate any employee that would be material to Workhorse, (vi) promote any officers or employees, except in connection with Workhorse’s or its subsidiaries’ annual or quarterly compensation review cycle or as the result of the termination or

resignation of any officer or employee, or (vii) enter into any collective bargaining agreement or recognize or certify any labor union, labor organization, works council or group of employees as the bargaining representative for any employees of Workhorse or its subsidiaries;

•        other than in the ordinary course of business and other than in connection with the liquidation of obsolete inventory and obsolete fixed assets no longer being used by Workhorse or its subsidiaries for its core operations, acquire any material asset other than in the ordinary course or sell, lease, license or otherwise irrevocably dispose of any of its assets or properties, or grant any lien (other than a permitted lien) with respect to such assets or properties;

•        make (other than consistent with past practice), change or revoke any material tax election; file any material amendment to any tax return; settle or compromise any material tax claim; waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material taxes may be issued (other than any extension pursuant to an extension to file any tax return); enter into any “closing agreement” as described in Section 7121 of the Code (or any similar law) with any governmental entity; or adopt or change any material accounting method in respect of taxes;

•        waive, settle or compromise any pending or threatened action against Workhorse or any of its subsidiaries;

•        delay or fail to repay when due any material obligation, including accounts payable and accrued expenses, other than in the ordinary course of business and consistent with past practice;

•        forgive any loans to any person, including its employees, officers, directors or affiliates;

•        sell, assign, transfer, license, sublicense or otherwise dispose of any registered intellectual property;

•        terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy;

•        enter into, amend, terminate, or waive any material option or right under, any Workhorse material contract;

•        enter into any agreement to purchase or sell any interest in real property, grant any security interest in any real property, enter into any lease, sublease, license or other occupancy agreement with respect to any real property or alter, amend, modify, exercise any extension or expansion right under or violate or terminate any of the terms of any Workhorse lease agreements or sublease agreements;

•        other than as required by law, the U.S. Generally Accepted Accounting Principles (“GAAP”), or in response to any comment issued by the SEC, take any action to change accounting policies or procedures in any material respect; or

•        agree, resolve or commit to do any of the foregoing.

Motiv

Motiv has agreed that, except as permitted by the Merger Agreement, as required by law, or unless Workhorse shall have otherwise provided written consent (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, Motiv will, and will cause its subsidiaries to, use commercially reasonable efforts to conduct its business and operations in the ordinary course and in material compliance with all applicable laws, regulations and certain contracts. Motiv has also agreed that, subject to certain limited exceptions, without the prior written consent of Workhorse (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, Motiv will not, and will not cause or permit its subsidiary to do any of the following:

•        declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock or repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities (except for shares of Motiv Capital Stock from terminated employees, directors or consultants of Motiv in accordance with agreements in effect on the date of the Merger Agreement providing for the repurchase of shares at no more than the purchase price thereof in connection with any termination of services to Motiv or any of its subsidiaries);

•        sell, issue, grant, pledge or otherwise dispose of or encumber or authorize the issuance of (i) any capital stock or other security (except for Motiv capital stock issued upon the valid exercise or settlement of outstanding Motiv options), (ii) any option, restricted stock, restricted stock unit, warrant or right to acquire any capital stock or any other security or (iii) any instrument convertible into or exchangeable for any capital stock or other security (other than the grant of Motiv options under the Motiv equity incentive plans in the ordinary course of business and consistent with past practice);

•        except as required to give effect to anything in contemplation of the closing, amend any of its organizational documents, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction except, for the avoidance of doubt, the transactions contemplated by the Merger Agreement;

•        form any subsidiary or acquire any equity interest or other interest in any other entity or enter into a joint venture with any other entity;

•        (i) lend money to any person (other than routine advances to employees of Motiv or its subsidiaries in the ordinary course of business and consistent with past practice, pursuant to Motiv’s employee benefit plans), (ii) incur or guarantee any material indebtedness for borrowed money, (iii) guarantee any debt securities of others, in each case of (i), (ii) and (iii), in excess of $500,000, or (iv) make any capital expenditures or commitments that are more than $150,000 greater than Motiv’s forecasted capital expenditures;

•        other than in the ordinary course of business and other than in connection with the liquidation of obsolete inventory and obsolete fixed assets no longer being used by Motiv or its subsidiaries for its core operations, acquire any material asset or sell, lease, license or otherwise irrevocably dispose of any of its assets or properties, or grant any lien with respect to such assets or properties;

•        make (other than consistent with past practice), change or revoke any material tax election; file any material amendment to any tax return; settle or compromise any material tax claim; waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material taxes may be issued (other than any extension pursuant to an extension to file any tax return); enter into any “closing agreement” as described in Section 7121 of the Code (or any similar law) with any governmental entity; or adopt or change any material accounting method in respect of taxes;

•        waive, settle or compromise any pending or threatened action against Motiv or any of its subsidiaries, other than waivers, settlements or agreements (i) for an amount not in excess of $250,000 in the aggregate (excluding amounts to be paid under existing insurance policies or renewals thereof) and (ii) that do not impose any material restrictions on the operations or businesses of Motiv, taken as a whole, or any equitable relief on, or the admission of wrongdoing by Motiv or any of its subsidiaries;

•        delay or fail to repay when due any material obligation, including accounts payable and accrued expenses, other than in the ordinary course of business and consistent with past practice;

•        forgive any material loans to any person, including its employees, officers, directors or affiliates;

•        sell, assign, transfer, license, sublicense or otherwise dispose of any material intellectual property of Motiv (other than in the ordinary course of business and consistent with past practice);

•        terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy, in each case, without obtaining commercially reasonable alternatives; or

•        agree, resolve or commit to do any of the foregoing.

Termination of the Merger Agreement

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time before the Effective Time, whether before or after the required stockholder approvals to complete the Merger have been obtained under certain circumstances, as set forth below:

a.      by mutual consent of Workhorse and Motiv;

b.      by either Workhorse or Motiv if the Merger shall not have been consummated by February 15, 2026 (subject to possible extension as provided in the Merger Agreement, the “End Date”); provided, however, that this right to terminate the Merger Agreement shall not be available to Workhorse or Motiv if such party’s (or in the case of Workhorse, Intermediate Parent’s, Intermediate’s, or Merger Sub’s) action or failure to act has been a principal cause of the failure of the Merger to occur on or before the End Date and such action or failure to act constitutes a breach of the Merger Agreement, provided, further, however, that, in the event that the SEC has not concluded its review of this proxy statement by the date which is 60 days prior to the End Date, then either Workhorse or Motiv shall be entitled to extend the End Date for an additional 60 days;

c.      by either Workhorse or Motiv if a court of competent jurisdiction or other governmental entity shall have issued a final and nonappealable order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement;

d.      by Workhorse if the Motiv stockholder approval shall not have been obtained by written consent of Motiv’s stockholders in lieu of a meeting within two (2) business days of the date of the Merger Agreement (which consent has been obtained); provided, however, that once the Motiv stockholder approval has been obtained, Workhorse may not terminate the Merger Agreement;

e.       by either Workhorse or Motiv if (i) the Workhorse stockholder meeting (including any adjournments and postponements thereof) shall have been held and completed and Workhorse’s stockholders shall have taken a final vote on the Merger Proposals and (ii) the Workhorse stockholder approval shall not have been obtained at the Workhorse stockholder meeting (or any adjournment or postponement thereof); provided, however, that this right to terminate the Merger Agreement shall not be available to Workhorse where the failure to obtain the Workhorse stockholder approval shall have been caused by the action or failure to act of Workhorse and such action or failure to act constitutes a material breach by Workhorse of the Merger Agreement;

f.       by Motiv (at any time prior to obtaining the Workhorse stockholder approval) if any of the following circumstances shall have occurred:

•        Workhorse shall have failed to include in this proxy statement the Workhorse Board’s recommendation that Workhorse stockholders approve the Merger Proposals;

•        the Workhorse Board or any committee thereof shall have made a Workhorse Board recommendation change or approved, endorsed or recommended any Acquisition Proposal; or

•        Workhorse shall have entered into any letter of intent or similar document or any contract relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to the Merger Agreement);

g.      by Workhorse (at any time prior to obtaining the Motiv stockholder approval (which has already been obtained)) if any of the following circumstances shall have occurred:

•        the Motiv Board shall have approved, endorsed or recommended any Acquisition Proposal;

•        the Motiv Board shall have made a Motiv Board recommendation change; or

•        Motiv shall have entered into any letter of intent or similar document or any contract relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to the Merger Agreement);

h.      by Motiv, upon a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement by Workhorse, Intermediate Parent, Intermediate, or Merger Sub or if any representation or warranty of the foregoing shall have become inaccurate, in either case, such that the conditions set forth in the Merger Agreement would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided that Motiv is not then in material breach of any representation, warranty, covenant or agreement under the Merger Agreement; provided, further that if such inaccuracy in Workhorse’s, Intermediate Parent’s, Intermediate’s, or Merger Sub’s representations and warranties or breach by such party is curable, then the Merger Agreement shall not be terminated pursuant to this paragraph as a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a 30-day period commencing upon delivery of written notice from Motiv to the breaching party of such breach or inaccuracy and its intention to terminate pursuant to this paragraph and (ii) the breaching party ceasing to exercise commercially reasonable efforts to cure such breach following delivery of written notice from Motiv to the breaching party of such breach or inaccuracy and its intention to terminate pursuant to this paragraph (it being understood that the Merger Agreement shall not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy if such breach by Workhorse, Intermediate Parent, Intermediate, or Merger Sub is cured prior to such termination becoming effective); or

i.       by Workhorse, upon a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement by Motiv or if any representation or warranty of Motiv shall have become inaccurate, in either case, such that the conditions set forth in the Merger Agreement would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided that Workhorse is not then in material breach of any representation, warranty, covenant or agreement under the Merger Agreement; provided, further that if such inaccuracy in Motiv’s representations and warranties or breach by Motiv is curable by Motiv, then the Merger Agreement shall not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a 30-day period commencing upon delivery of written notice from Workhorse to Motiv of such breach or inaccuracy and its intention to terminate pursuant to this paragraph and (ii) Motiv ceasing to exercise commercially reasonable efforts to cure such breach following delivery of written notice from Workhorse to Motiv of such breach or inaccuracy and its intention to terminate pursuant to this paragraph (it being understood that the Merger Agreement shall not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy if such breach by Motiv is cured prior to such termination becoming effective).

The party desiring to terminate the Merger Agreement will give the other party written notice of such termination, specifying the provisions of the Merger Agreement pursuant to which such termination is made and the basis for termination described in reasonable detail.

Termination Fees Payable by Workhorse

If (i) the Merger Agreement is terminated by Workhorse or Motiv pursuant to clause (e) above or by Motiv pursuant to clause (h) above, (ii) at any time after the date of the Merger Agreement and prior to the Meeting an Acquisition Proposal with respect to Workhorse shall have been publicly announced, disclosed or otherwise communicated to the Workhorse Board (and shall not have been withdrawn), and (iii) within twelve months after the date of such termination, Workhorse enters into a definitive agreement with respect to an Acquisition Transaction (with all references to 20% in the definition of Acquisition Transaction being treated as references to 50% for these purposes) (such transaction a “Subsequent Transaction”) that is subsequently consummated or consummates a Subsequent Transaction, upon such consummation of a Subsequent Transaction, then Workhorse must pay Motiv a termination fee of $1,050,000 million.

If Motiv terminates the Merger Agreement pursuant to clause (f) above, then Workhorse must pay Motiv a termination fee of $1,050,000 million within five business days of such termination.

Termination Fees Payable by Motiv

If (i) the Merger Agreement is terminated by Workhorse pursuant to clauses (d) or (i) above, (ii) at any time after the date of the Merger Agreement and before obtaining the Motiv stockholder approval, an Acquisition Proposal with respect to Motiv shall have been publicly announced, disclosed or otherwise communicated to the

Motiv Board (and shall not have been withdrawn) and (iii) within twelve months after the date of such termination, Motiv enters into a definitive agreement with respect to a Subsequent Transaction that is subsequently consummated or consummates a Subsequent Transaction, upon such consummation of a Subsequent Transaction, then Motiv must pay Workhorse a termination fee of $1,750,000 million.

If Workhorse terminates the Merger Agreement pursuant to clause (g) above, then Motiv must pay Workhorse a termination fee of $1,750,000 million within five business days of such termination.

Fees and Expenses

The Merger Agreement provides all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses, whether or not the Merger is consummated, except for the termination fees, as described above, and except that each party will share fees and expenses incurred in relation to the Nasdaq fees associated with the continued listing of Workhorse’s securities on Nasdaq and the initial listing application, and Workhorse will pay, among other things, all other costs, fees, and expenses incurred in relation to the printing and filing with the SEC of this proxy statement (including any financial statements and exhibits) and any amendments or supplements thereto and paid to a financial printer or the SEC.

Effective Time of the Merger

The Merger Agreement provides that the Closing will take place remotely as promptly as practicable but in no event later than the second business day following the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in the Merger Agreement, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each of such conditions, or at such other time, date and place as Workhorse and Motiv may mutually agree in writing. At the Closing, the parties will cause the Merger to be consummated by executing and filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the Merger, satisfying the applicable requirements of the DGCL (the “Certificate of Merger”). The Merger will become effective at the time of the filing of such Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as may be specified in such Certificate of Merger with the consent of Workhorse and Motiv.

Ownership of the Combined Company Following the Merger

Upon the Closing and issuance of the Merger Consideration, on a pro forma basis and based upon the number of shares of Workhorse Common Stock expected to be issued in the Merger, pre-Merger Motiv investors will initially own approximately 62.5% of the combined company, Workhorse stockholders as of immediately prior to Closing will own approximately 26.5% of the combined company, and the 2024 Note Holder will receive, in exchange for the cancellation of all of the warrants issued to the 2024 Note Holder, rights to receive Workhorse Common Stock representing approximately 11% of the combined company, in all cases, on a fully-diluted basis prior to giving effect to (i) the Equity Financing, and (ii) the Convertible Financing. Under certain circumstances further described in the Merger Agreement, the ownership percentages may be adjusted.

Management of the Combined Company Following the Merger

The Combined Company’s board of directors will initially be fixed at seven members, consisting of (i) two members designated by Workhorse, namely Pamela S. Mader and Raymond J. Chess; and (ii) five members designated by Motiv, namely Scott Griffith, Matthew O’Leary, Paul Savoie, Alan Henricks and Desi Ujkashevic. Scott Griffith, who is currently the Chief Executive Officer of Motiv, will continue to serve as the Chief Executive Officer of the Combined Company. The rest of the Combined Company’s executive team will be identified and agreed to by Workhorse and Motiv in due course prior to the Closing.

The Workhorse Board’s Reasons for Approving the Merger

During the course of its evaluation of the Merger Agreement and the transactions contemplated by the Merger Agreement, the Workhorse Board held numerous meetings, consulted with Workhorse’s management, Workhorse’s consultants and advisors, including its outside legal counsel and financial advisors, and reviewed and assessed a

significant amount of information. In reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, the Workhorse Board considered a number of factors that it viewed as supporting its decision to approve the Merger Agreement and the Transactions, including:

•        that from time to time since inception and continuously since the third quarter of 2023, substantial doubt has existed as to Workhorse’s ability to continue to operate as a going concern, and that this doubt has continued despite Workhorse’s significant efforts to reduce costs, including, but not limited to, through substantial reductions in its workforce, reducing research and development activities and associated internal and external costs related to new vehicle program development, and divesting from certain assets;

•        that Workhorse’s access to debt financing in recent years has depended on high-cost convertible note financings that create substantial dilution of, and downward price pressure on, Workhorse Common Stock;

•        the risk that Workhorse may not be able to continue to satisfy Nasdaq’s continuing listing requirements or the listing and pricing requirements in the 2024 Notes, which could result in further financing under the 2024 Notes being unavailable or maturity of the currently outstanding 2024 Notes being accelerated;

•        that Workhorse expects that its ability to offer and sell Workhorse Common Stock will be significantly limited by its small market capitalization and the resulting application of the SEC’s “baby shelf” rules;

•        that, prior to the Sale Leaseback Transaction, Workhorse and its advisors made extensive efforts to obtain liquidity through a sale-leaseback transaction for its Union City, Indiana manufacturing facility but were unable to consummate one at an acceptable valuation;

•        that the Transactions: (i) provided $25 million in immediate liquidity to Workhorse at signing of the Merger Agreement and related transaction documents; (ii) provide up to $20 million in committed debt financing to be funded following consummation of the Merger; and (iii) are expected to provide the Combined Company with a more substantial platform for future financings, including the contemplated Equity Financing;

•        the risk that, in light of increasing consolidation of Workhorse’s industry, Workhorse might not have sufficient size and resources to compete effectively as a standalone entity and the potential that the increased scale of the Combined Company will (i) allow them to compete more effectively with larger industry players, including legacy OEMs and (ii) provide the Combined Company greater negotiating power with suppliers, customers and other parties;

•        that the Workhorse Board and its financial advisor undertook a comprehensive, extended and thorough process of reviewing and analyzing potential strategic alternatives and transaction partner candidates and, following such review, the Workhorse Board concluded that no alternatives to the Merger (including (i) remaining a standalone company, (ii) liquidating, dissolving and distributing any available cash to Workhorse’s stockholders, (iii) selling Workhorse or its assets through a bankruptcy process, or (iv) undertaking alternative non-bankruptcy strategic transactions) were reasonably likely to create greater value to Workhorse’s stockholders;

•        that, although Workhorse publicly announced that it was in discussions about a potential change of control transaction approximately one month before executing the Merger Agreement, during such period, no potential transactions were presented to Workhorse or its advisors that the Workhorse Board viewed as being superior or potentially superior to the Transactions from the perspective of Workhorse’s stockholders or other stakeholders;

•        the Workhorse Board’s belief, after thorough discussions with Workhorse’s management and Workhorse’s consultants and advisors and the review, including by management, of substantial due diligence information from Motiv, that the Combined Company has the potential to (i) benefit from the companies’ complementary customer bases, which include a substantial number of leading national medium duty fleets; (ii) benefit from the companies’ complementary sales and marketing strategies, which include extensive dealer relationships and an established methodology for direct sales to fleets and other customers; and (iii) achieve substantial cost synergies prior to December 31, 2026;

•        the Workhorse Board’s belief, after thorough discussions with Workhorse’s management and Workhorse’s consultants and advisors and the review, including by management, of substantial due diligence information from Motiv, that the Combined Company would have an extensive and attractive portfolio of products, including a full range of Category 4-6 trucks and buses;

•        the Workhorse Board’s belief, after thorough discussions with Workhorse’s management and Workhorse’s consultants and advisors, that a potential liquidation and dissolution was not reasonably likely to create greater value for Workhorse’s stockholders than a strategic alternative transaction based on, among other things, the need to hold back a meaningful amount of Workhorse’s current cash balance to cover current and potential future liabilities, including those triggered by a liquidation strategy;

•        the Workhorse Board’s belief, after thorough discussions with Workhorse’s management and Workhorse’s consultants and advisors, that the Merger is more favorable to Workhorse’s stockholders than continued financings pursuant to the 2024 Securities Purchase Agreement;

•        the Workhorse Board’s belief that the $30.0 million equity value ascribed to Workhorse would provide the existing Workhorse stockholders significant value for Workhorse’s public listing, and afford the Workhorse stockholders a significant opportunity to participate in the potential growth of the Combined Company following the Merger;

•        the Workhorse Board’s belief that, as a result of significant arm’s length negotiations with Motiv, Workhorse and its representatives negotiated the highest equity value to which Motiv was willing to agree and that the other terms of the Merger Agreement include the most favorable terms to Workhorse in the aggregate to which Motiv was willing to agree;

•        the Workhorse Board’s positive view, based on the regulatory and technical due diligence conducted by Workhorse’s management and advisors, of the regulatory pathway for, and potential significant market opportunity of, the joint portfolio of Workhorse’s and Motiv’s products, which will be the focus of the Combined Company;

•        the Workhorse Board’s view, following a review with Workhorse’s management and advisors of Motiv’s current development plans, of the likelihood that the Combined Company would possess sufficient cash resources at the closing of the Merger, or have access to sufficient resources, to fund the Combined Company’s business plan;

•        the prospects of and risks associated with the other strategic candidates that had made proposals for a strategic transaction with Workhorse based on the technical and other due diligence conducted by Workhorse’s management and advisors;

•        the Workhorse Board’s view that the Combined Company will be led by an experienced senior management team from Motiv and a board of directors with representation from each of the current boards of directors of Motiv and Workhorse;

•        the current financial market conditions and historical market prices, volume, volatility and trading information with respect to Workhorse Common Stock;

•        the restrictions on Workhorse’s ability to engage in further reverse stock splits for a period of time due to new Nasdaq rules and Workhorse’s prior reverse stock splits; and

•        the opinion of BTIG, rendered orally to the Workhorse Board on August 14, 2025 (and subsequently confirmed in writing by delivery of BTIG’s written opinion, dated August 15, 2025) that, as of such date and based upon and subject to the various assumptions made, and the qualifications and limitations upon the review undertaken by BTIG in preparing its opinion, the issuance by Workhorse of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse, as more fully described below in the section titled “Opinion of BTIG, LLC,” and in the full opinion included as in Annex C of this proxy statement.

The Workhorse Board also reviewed the terms of the Merger Agreement and related transaction documents, including those described below, and concluded that the terms of the Merger Agreement and related transaction documents, in the aggregate, were reasonable under the circumstances:

•        the calculation of Workhorse’s equity value and the estimated number of shares of Workhorse Common Stock to be issued in the Merger;

•        the number and nature of the conditions to Workhorse’s and Motiv’s respective obligations to complete the Merger and the likelihood that the Merger will be completed on a timely basis, as more fully described below in the caption “Proposal No. 1: The Stock Issuance Proposal — The Merger Agreement and the Merger — Conditions to the Completion of the Merger”;

•        the respective rights of, and limitations on, Workhorse and Motiv under the Merger Agreement to consider and engage in discussions regarding unsolicited acquisition proposals under certain circumstances, and the limitations on the board of directors of each party to change its recommendation in favor of the Merger, as more fully described below under the caption “Proposal No. 1: The Stock Issuance Proposal — The Merger Agreement and the Merger — Non-Solicitation”;

•        the potential termination fee of $1.05 million, which would become payable by Workhorse to Motiv if the Merger Agreement is terminated by Workhorse, as more fully described below under the caption “Proposal No. 1: The Stock Issuance Proposal — The Merger Agreement and the Merger — Termination of the Merger Agreement,”; and

•        the Support Agreement, pursuant to which the Motiv’s controlling stockholders agreed, solely in their capacity as stockholders, to vote their shares of Motiv Common Stock in favor of the proposals submitted to them in connection with the Merger, as more fully described in “Proposal No. 1: The Stock Issuance Proposal — Ancillary Agreements — Support Agreement”.

In the course of its deliberations, the Workhorse Board also considered a variety of risks and other countervailing factors related to entering into the Merger, including:

•        the $1.05 million termination fee payable by Workhorse upon the occurrence of certain events and the potential effect of such termination fee in deterring other potential acquirors from proposing an alternative acquisition that may be more advantageous of Workhorse’s stockholders;

•        the substantial expenses to be incurred by Workhorse in connection with the Merger;

•        the prohibition on Workhorse to solicit alternative acquisition proposals during the pendency of the Merger;

•        the possible volatility of the trading price of Workhorse Common Stock resulting from the announcement, pendency or completion of the Merger;

•        the risk that the Merger might not be consummated in a timely manner or at all and the potential effect of the public announcement of the Merger or the failure to complete the Merger on the reputation of Workhorse;

•        the technical, regulatory and other risks and uncertainties associated with development and commercialization of Motiv’s products and product candidates; and

•        the various other risks associated with the Combined Company and the proposed Transactions, including those described in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

In addition, the Workhorse Board was aware of and considered the interests of its directors and executive officers that may be different from, or in addition to, the interests of the Workhorse stockholders generally when approving the Merger Agreement and the Merger, and to recommend that the Workhorse stockholders approve the proposals to be presented to the Workhorse stockholders for recommendation at the Workhorse special meeting as contemplated by this proxy statement. For more information, see section titled “Interests of Workhorse Directors and Officers in the Merger.”

The foregoing information and factors considered by the Workhorse Board are not intended to be exhaustive but are believed to include all of the material factors considered by the Workhorse Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Workhorse Board did not find it useful to attempt, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Workhorse Board may have given different weight to different factors. The Workhorse Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, Workhorse’s management, outside legal counsel and financial advisor, and considered the factors overall to be favorable to, and to support, its determination.

Opinion of Workhorse’s Financial Advisor

In making its determination with respect to the Merger, the Workhorse Board also considered the financial analyses prepared by BTIG, and the opinion of BTIG as of August 15, 2025, as to the fairness, from a financial point of view, to Workhorse of the issuance by Workhorse of the Merger Consideration pursuant to the Merger Agreement.

The Workhorse Board retained BTIG to provide a fairness opinion in connection with its consideration of the Merger. In selecting BTIG, the Workhorse Board considered, among other things, the fact that BTIG is a reputable investment banking firm with substantial experience advising companies in the electric vehicle and automotive sectors and in similarly situated market positions as Workhorse and providing strategic advisory services in general. BTIG, as part of its investment banking business, is continuously engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes.

On August 15, 2025, at a meeting of the Workhorse Board held to evaluate the proposed Merger, BTIG delivered an oral opinion, subsequently confirmed by delivery of a written opinion to the Workhorse Board, to the effect that, as of that date and based upon and subject to the various limitations, qualifications, assumptions, conditions and other matters set forth in such opinion, BTIG was of the opinion that, as of the date thereof, the issuance by Workhorse of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse.

The full text of the written opinion of BTIG, dated August 15, 2025, which sets forth the assumptions made, procedures followed, matters considered, limitations on the review undertaken and qualifications contained in connection with its opinion, is attached to this proxy statement as Annex C and is incorporated herein by reference in its entirety. The following summary of BTIG’s opinion in this proxy statement is qualified in its entirety by reference to the full text of BTIG’s opinion. Stockholders are urged to read BTIG’s opinion carefully and in its entirety. BTIG provided its opinion for the information of, and directed its opinion to, the Workhorse Board for its information and assistance in connection with its consideration of the financial terms of the Merger. BTIG’s opinion was not intended to and does not constitute a recommendation to the Workhorse Board as to how the Workhorse Board should vote on the Merger or to any stockholder of Workhorse or Motiv as to how any such stockholder should vote at any stockholders’ meeting at which the Merger or any related transactions may be considered, or whether or not any stockholder of Workhorse or Motiv should enter into a voting, stockholders’ or affiliates’ agreement with respect to the Merger, or exercise any redemption, repurchase, exchange or similar rights that may be available to such stockholder.

In rendering its opinion, BTIG has, among other things:

•        reviewed (a) an execution version of the Merger Agreement, and (b) an execution version of the Repayment Agreement;

•        discussed the Merger and related matters with Workhorse’s management;

•        reviewed (a) certain information in the audited financial statements of Workhorse for the two fiscal years ended December 31, 2024, and (b) certain information in the unaudited financial statements of Workhorse for the two fiscal quarters ended June 30, 2025 and March 31, 2025, in the case of each of (a) and (b) that BTIG deemed relevant to its opinion;

•        reviewed and discussed with Workhorse’s management an illustrative liquidation analysis of Workhorse prepared by Workhorse’s management based on the balance sheet of Workhorse as of March 31, 2025 (the “Management Liquidation Analysis”);

•        reviewed and discussed with Workhorse’s management certain other publicly available information concerning Workhorse and certain historical information concerning Motiv provided by Workhorse and Motiv;

•        reviewed and discussed with Workhorse’s management (a) certain non-public internal, unaudited prospective financial information of Workhorse on a standalone basis for the third and fourth quarters of 2025 and the full years 2026 through 2029 furnished to BTIG by Workhorse (the “Workhorse Projections”) and (b) certain non-public internal, unaudited prospective financial information for the Combined Company on a pro forma basis for the third and fourth quarters of 2025 and the full years 2026 through 2029 prepared by Workhorse’s management and Motiv’s management and furnished to BTIG by Workhorse (the “Combined Company Projections” and together with the Workhorse Projections, the “Prospective Financial Information”);

•        discussed with Workhorse’s management (a) the historical and current business operations, financial condition and prospects of Workhorse (including their views on the risks and uncertainties of achieving the Workhorse Projections) and (b) the prospects of the Combined Company (including their views on the risks and uncertainties of achieving the Combined Company Projections), in each case and such other matters as BTIG deemed relevant;

•        reviewed certain research publications prepared by equity research analysts relating to the business, operations, financial condition and trading history of selected public companies as BTIG deemed relevant;

•        reviewed the reported prices and the historical trading activity of the Workhorse Common Stock;

•        evaluated the enterprise value of Workhorse implied by the various financial analyses BTIG conducted;

•        conducted such other financial studies, analyses and investigations and considered such other information as BTIG deemed necessary or appropriate for purposes of its opinion; and

•        took into account BTIG’s assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuations and its knowledge of Workhorse’s industry generally.

In rendering its opinion, BTIG has relied upon and assumed, with Workhorse’s acknowledgement and consent, without independent investigation or verification, the accuracy and completeness of all of the financial and other information that was provided to BTIG by or on behalf of Workhorse or Motiv, or that was otherwise reviewed by BTIG, and BTIG has not assumed any responsibility for independently verifying any of such information. With respect to the Workhorse Projections, BTIG has assumed, at the direction of Workhorse, that they were reasonably prepared on the basis of reflecting the best currently available estimates and judgments of the management of Workhorse as to the future operating and financial performance of Workhorse on a stand-alone basis and that they provided a reasonable basis upon which BTIG could form its opinion. With respect to the Combined Company Projections, BTIG has assumed, at the direction of Workhorse, that they were reasonably prepared on the basis of reflecting the best currently available estimates and judgments of the managements of Workhorse and Motiv as to the future operating and financial performance of the Combined Company and that they provided a reasonable basis upon which BTIG could form its opinion. All such projected financial information is based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. BTIG has relied on this projected information without independent verification or analysis and does not in any respect assume any responsibility for the accuracy or completeness thereof.

In addition, BTIG’s opinion and the underlying analyses relating thereto were, with Workhorse’s knowledge and approval, based upon the following additional key assumptions: (i) there are no undisclosed liabilities outside of the ordinary course of business of Workhorse or Motiv that will result in an adjustment to the Merger Consideration, (ii) the Management Liquidation Analysis has been reasonably prepared in good faith based on assumptions reflecting the best currently available estimates and judgments of the management of Workhorse as to (a) the expected realizable value for Workhorse’s net assets, assuming an orderly liquidation of such net assets, and (b) the remaining amounts estimated to be available upon completion of such liquidation for distribution to Workhorse’s

equity holders; (iii) immediately prior to the Effective Time, the Workhorse Outstanding Shares (as defined in the Merger Agreement) will be approximately 15.4 million shares, as provided to BTIG by the management of Workhorse; and (iv) the pro forma ownership of Workhorse, immediately following the Effective Time, assuming (x) completion of the Repayment Agreement and the issuance of the Rights thereunder, and (y) the exercise, conversion, or exchange, as applicable, of all outstanding Parent Options (as defined in the Merger Agreement), restricted stock, restricted stock units, warrants, conversion rights, exchange rights or any other rights to receive shares of Workhorse Common Stock, to the extent not terminated prior to the Closing, but without giving effect to the Convertible Financing, will be 26.25% held by the holders of Workhorse Common Stock as of immediately prior to the Effective Time other than the 2024 Note Holder, 11.25% held by the 2024 Note Holder, and 62.5% held by the debtholder(s) and the stockholders of Motiv as of immediately prior to the Effective Time, as provided to BTIG by the management of Workhorse.

BTIG expressed no view or opinion with respect to the Management Liquidation Analysis or the assumptions on which it is based. With Workhorse’s knowledge and approval, BTIG has not analyzed, or otherwise considered the effect of the Reverse Stock Split Proposal on the Merger Consideration as of the Effective Time. BTIG also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Workhorse or Motiv since the date of the last financial statements made available to BTIG. BTIG did not make or obtain any independent evaluation, appraisal or physical inspection of either Workhorse or Motiv’s assets or liabilities, nor was BTIG furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, BTIG assumes no responsibility for their accuracy.

BTIG assumed, with Workhorse’s consent, that there are no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the Merger will be satisfied and not waived. BTIG also assumed that the Merger would be consummated substantially on the terms and conditions described in the Merger Agreement, without any waiver of material terms or conditions by Workhorse or any other party, and that obtaining any necessary regulatory approvals or satisfying any other conditions for consummation of the Merger would not have an adverse effect on Workhorse, Motiv or the Merger. BTIG also assumed that the Merger will be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations and all other laws applicable to Workhorse and Motiv. BTIG further assumed that Workhorse relied upon the advice of its counsel, independent accountants and other advisors (other than BTIG) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Workhorse, Motiv, the Merger and the Merger Agreement.

BTIG’s opinion is limited to whether, as of the date thereof, the issuance by Workhorse of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse, and does not address any other terms, aspects or implications of the Merger or any other transactions, including, without limitation, the form or structure of the Merger, any consequences of the Merger or any other transactions on Workhorse, its stockholders, creditors or any other constituencies of Workhorse, or any terms, aspects or implications of any voting, support, stockholder, credit or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger or otherwise, including the Sale Leaseback, the Repayment Agreement and the issuance of the Rights thereunder, the Convertible Financing and the Reverse Stock Split Proposal. BTIG’s opinion also did not consider, address or include: (i) any other strategic alternatives currently (or which have been or may be) contemplated by Workhorse; (ii) the legal, tax or accounting consequences of the Merger on Workhorse, its stockholders or any other party; (iii) the fairness of the amount or nature of any compensation to any officers, directors or employees of Workhorse or Motiv, or any class of any such person, relative to the compensation paid to any other party; or (iv) the fairness of the amount or nature of any consideration involved in the Sale Leaseback, the Repayment Agreement and the issuance of the Rights thereunder, the Convertible Financing or the Reverse Stock Split Proposal.

Furthermore, BTIG expressed no opinion as to the prices, trading range or volume at which Workhorse’s securities will trade following public announcement or consummation of the Merger or other transactions contemplated by the Merger Agreement or related agreements. BTIG was not requested to, and did not, participate in the structuring or negotiation of the Merger or of such other transactions.

BTIG’s opinion is necessarily based on economic, market, financial and other conditions as they existed on August 15, 2025, and on the information made available to BTIG by or on behalf of Workhorse, Motiv or their respective advisors, or information otherwise reviewed by BTIG, as of the date of BTIG’s opinion. Subsequent developments may affect the conclusion reached in BTIG’s opinion and BTIG does not have any obligation to update, revise or reaffirm its opinion. Further, the credit, financial and stock markets are often affected by periods of volatility, and BTIG expressed no opinion or view as to any potential effects of such volatility on Workhorse, Motiv or the terms of the Merger. In addition, BTIG’s opinion did not compare the relative merits of the Merger with any other alternative transactions or business strategies which may have been available to Workhorse and did not address the underlying business decision of the Workhorse Board or Workhorse to proceed with or effect the Merger.

BTIG is not a legal, tax, regulatory or bankruptcy advisor. BTIG has not considered in its opinion any potential legislative or regulatory changes currently being considered or recently enacted by the United States Congress, the SEC, or any other regulatory bodies, or any changes in accounting methods or generally accepted accounting principles that may be adopted by the SEC or the Financial Accounting Standards Board. BTIG’s opinion is not a solvency opinion and does not in any way address the solvency or financial condition of Workhorse or Motiv.

The summary set forth below does not purport to be a complete description of the analyses performed by BTIG, but describes, in summary form, the material elements of the presentation that BTIG made to the Workhorse Board on August 15, 2025, in connection with BTIG’s opinion. These summaries of financial analyses alone do not constitute a complete description of the financial analyses BTIG employed in reaching its conclusions. In accordance with customary investment banking practice, BTIG employed generally accepted valuation methods and financial analyses in reaching its opinion.

None of the analyses performed by BTIG were assigned a greater significance by BTIG than any other, nor does the order of analyses described represent relative importance or weight given to those analyses by BTIG. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BTIG, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BTIG. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BTIG. The summary text and tables describing each financial analysis does not constitute a complete description of BTIG’s financial analyses, including the methodologies and assumptions underlying the analyses, and if viewed in isolation could create a misleading or incomplete view of the financial analyses performed by BTIG. The summary text and tables set forth below do not represent and should not be viewed by anyone as constituting conclusions reached by BTIG with respect to any of the analyses performed by it in connection with its opinion. Rather, BTIG made its determination on the basis of its experience and professional judgment after considering the results of all of the analyses performed. Except as otherwise noted, the information utilized by BTIG in its analyses, to the extent that it is based on market data, is based on market data as it existed on or before August 15, 2025 and is not necessarily indicative of current market conditions. The analyses described below do not purport to be indicative of actual future results, or to reflect the prices at which any securities may trade in the public markets, which may vary depending upon various factors, including changes in interest rates, dividend rates, market conditions, economic conditions and other factors that influence the price of securities.

Summary of Material Financial Analyses

In conducting its analysis, BTIG used three primary methodologies: liquidation value analysis, selected public companies analysis, and discounted cash flow analysis. No individual methodology was given a specific weight, nor can any methodology be viewed individually. Additionally, no company or transaction used in any analysis as a comparison is identical to Workhorse, the Combined Company or the Merger, and they all differ in material ways. Accordingly, an analysis of the results described below is not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other factors that could affect the public trading value of the selected companies to which they are being compared. BTIG used these analyses to determine the impact of various operating metrics on the implied enterprise value of Workhorse and the Combined Company, depending on the applicable scenario. Each of these analyses yielded a range of implied enterprise values, and therefore, such implied enterprise value ranges developed from

these analyses were viewed by BTIG collectively and not individually. In delivering its opinion to the Workhorse Board, BTIG utilized the Management Liquidation Analysis and the Workhorse Projections prepared and furnished to BTIG by Workhorse and the Combined Company Projections prepared by Workhorse’s management and Motiv’s management and furnished to BTIG by Workhorse.

Liquidation Value Analysis

BTIG prepared a liquidation analysis based on the Management Liquidation Analysis, which estimated the liquidation values of Workhorse’s net assets in a hypothetical orderly liquidation of Workhorse under Chapter 7 of the Bankruptcy Code (“Chapter 7”) in which a trustee appointed by the bankruptcy court (which is referred to herein as the “trustee”) would liquidate the assets of Workhorse. BTIG’s analysis included recovery estimates provided by Workhorse’s management under “low case” and “high case” scenarios and the remaining amounts estimated to be available upon completion of such liquidation for distribution to Workhorse’s equity holders. BTIG’s analysis was based on Workhorse’s March 31, 2025 balance sheet and other financial information provided to BTIG by Workhorse’s management. The analysis assumed, based on BTIG’s experience with transactions and analyses of a similar nature, a 3% transaction fee for the trustee and $750,000 in fees for restructuring professionals per month over an assumed period of three months, and excluded operating leases and warranty liabilities of Workhorse under an assumed rejection of executory contracts in a hypothetical Chapter 7 liquidation. Further, BTIG’s analysis did not include (1) estimates for the tax consequences that may be triggered upon the liquidation and sale of assets, which could lower potential recoveries, (2) estimated proceeds from insurance or recovery under indemnities, or (3) the impact from any ongoing or potential new litigation, including any potential preference, fraudulent transfer, or other litigation or avoidance actions.

Based upon the foregoing, BTIG calculated an estimated range of net aggregate liquidation proceeds available for distribution to Workhorse equity holders of approximately $0 (under the “low case” scenario) to $6.9 million (under the “high case” scenario), or approximately $0 to $0.45 per share of Workhorse common stock outstanding. BTIG compared the estimated liquidation proceeds available for Workhorse’s equity holders to the implied price per share of the Combined Company calculated pursuant to its other analyses summarized below. The results showed that the price per share of the Combined Company resulting from the Merger is estimated to be higher than the proceeds available from such hypothetical orderly liquidation, supporting a conclusion that, as of the date of BTIG’s opinion, the issuance of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse.

BTIG’s liquidation value analysis was based on estimates and assumptions that, although developed with and considered reasonable by Workhorse’s management, were inherently subject to significant economic and competitive uncertainties and contingencies beyond the control of Workhorse and its management. Actual values that might be realized in an actual liquidation could differ materially from the estimates reflected in this analysis. There are additional factors that could negatively impact proceeds available to Workhorse’s equity holders as set forth in the liquidation value analysis, which include, but are not limited to, (1) turnover of key personnel, (2) challenging economic conditions, (3) delays in the liquidation process, and (4) liabilities under the Worker Adjustment and Retraining Notification Act. The liquidation value analysis presents information based on, among other information, Workhorse’s books and records and good-faith estimates regarding asset recoveries and claims resulting from a hypothetical liquidation under Chapter 7. The liquidation value analysis is solely for the purpose of illustrating the effects of a hypothetical Chapter 7 liquidation of Workhorse, subject to the assumptions set forth therein. The liquidation value analysis is not intended and should not be used for any other purpose. The liquidation value analysis does not purport to be a valuation of Workhorse’s assets in the context of a reorganization, and there may be a difference between the liquidation value analysis and the values that may be realized in an actual liquidation. There can be no assurance as to values that would actually be realized in a Chapter 7 liquidation or when such values would be received, if at all. Additionally, the liquidation value analysis does not represent a solvency opinion, and BTIG is not opining on the solvency of Workhorse.

The results of BTIG’s liquidation value analysis are summarized below:

____________

(1)      Other unsecured claims to be paid on a pari passu basis.

Selected Public Companies Analysis

BTIG reviewed, analyzed and compared certain financial information relating to the Combined Company to corresponding publicly available financial information and market multiples for the following five publicly traded companies in the electric vehicle sector. BTIG reviewed, among other things, the range of enterprise values of the

selected publicly traded companies as a multiple of estimated revenue for the twelve months ending December 31 (“fiscal year” or “FY”), 2027 and 2028 (estimates as provided by S&P Capital IQ, Wall Street research and Workhorse guidance as of August 14, 2025).

•        Rivian Automotive, Inc.

•        Blue Bird Corporation

•        Xos, Inc.

•        Green Power Motor Company Inc.

•        Cenntro Inc.

Estimated earnings before interest, taxes, depreciation and amortization (“EBITDA”) was not used as a proxy for enterprise value, as the Combined Company is anticipated to be ramping up during the projected period, and its EBITDA is projected to be negative in the near-term.

The following table sets forth the enterprise values as a multiple of last twelve months (“LTM”) and fiscal year 2025 through 2028 estimated revenue for the selected publicly traded companies identified above.

____________

Note: Workhorse revenue figures are based on Workhorse’s standalone model. NA denotes Not Available

As none of the selected publicly traded companies identified above, or group thereof, is identical or directly comparable to Workhorse or the Combined Company, BTIG, using its professional judgment and experience, derived from the mean and median enterprise values as a multiple of such entities’ estimated revenue for fiscal years 2027 and 2028 a range of multiples for the Combined Company’s estimated pro forma revenue for fiscal year 2027 and 2028, and applied such range of multiples to the estimated pro forma revenue for the Combined Company for fiscal years 2027 and 2028 utilized by BTIG in performing its analysis to derive ranges of enterprise values for the Combined Company. BTIG then subtracted the Combined Company’s pro forma net debt from the enterprise values obtained by the calculation above to obtain the Combined Company’s equity value, and divided the resulting equity value by the pro forma number of fully diluted shares outstanding of the Combined Company utilized by BTIG in its analysis, which resulted in ranges of implied prices per share of the Combined Company. The results of this analysis were as follows:

____________

(1)      Represents estimated net debt at Closing. Debt comprises the $5 million Convertible Note and $10 million to be made available after the Closing to fund vehicle manufacturing upon the receipt of confirmed purchase orders pursuant to an ABL facility. BTIG assumed that the approximately $10 million revolving credit facility under the Closing Debt Financing will be undrawn at Closing.

(2)      Represents Combined Company pro forma shares outstanding.

(3)      Workhorse stock price at market close as of August 14, 2025.

BTIG compared the implied prices per share of the Combined Company to the price per share of Workhorse common stock as of market close on August 14, 2025. The results showed that the implied prices per share of the Combined Company implied a premium ranging from 69% to 147% above the price per share of Workhorse common stock as of market close on August 14, 2025, supporting a conclusion that, as of the date of BTIG’s opinion, the issuance of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse.

BTIG selected the companies used in this analysis on the basis of its experience and knowledge of companies in the industry and various factors, including the size of Workhorse and the Combined Company and the similarity of the lines of business to Workhorse’s and the Combined Company’s lines of business, as well as the business models, product offerings, operating margin profiles and end-market exposure of such companies. As noted above, no company used as a comparison is identical to Workhorse or the Combined Company. Accordingly, these analyses are not purely mathematical, but also involve complex considerations and judgments concerning the differences in financial and operating characteristics of the selected companies and other factors.

Discounted Cash Flow Analysis

Discounted cash flow analysis is an important valuation methodology that calculates a company’s intrinsic value by discounting its future cash flows to their present value. Free cash flows are projected based on reasonable revenue growth, margin, working capital, and capital expenditure assumptions that conform to industry and company-specific research. These cash flows are then discounted to the present value using a weighted average cost of capital. BTIG analyzed the discounted cash flows of Workhorse as a stand-alone company and of the pro forma Combined Company as summarized below.

Status Quo

BTIG utilized the non-public projected financial data relating to Workhorse on a stand-alone basis prepared and furnished to BTIG by Workhorse to perform a discounted cash flow analysis of Workhorse. The projections and estimates relating to Workhorse on a stand-alone basis supplied to and utilized by BTIG are summarized above under “— Unaudited Prospective Financial Information and Projections.” In conducting this analysis, BTIG assumed that Workhorse would perform in accordance with these projections and estimates.

BTIG performed an analysis of the present value of the unlevered cash flows that Workhorse’s management projected Workhorse will generate for the fiscal year 2025 through fiscal year 2029. BTIG further assumed, at Workhorse’s direction, that Workhorse would raise between $30 million and $40 million in financing by the end of the second fiscal quarter of 2026.

BTIG calculated a terminal value for Workhorse in the year 2029 by applying Gordon’s Growth method, assuming a perpetual growth rate of 1.5% to 2.5%, which was selected based on BTIG’s professional judgment and experience, to projected fiscal year 2029 unlevered free cash flow. BTIG discounted the terminal value and cash flows projected for the specified period using discount rates ranging from 16.0% to 17.0%, reflecting estimates of Workhorse’s weighted average cost of capital based on BTIG’s professional judgment and experience, to determine an implied enterprise value reference range. The weighted average cost of capital was calculated as 16.5% and derived using the capital asset pricing model, which took into account, among other things, risk free rate, tax rate, unlevered beta, market risk premium, company size premium and BTIG’s professional judgment and experience to determine the cost of equity capital, and then applying an additional risk premium selected based on BTIG’s professional judgment and experience to determine the weighted average cost of capital, consistent with standard industry practices. Using discount rates of 16.0% to 17.0%, and an assumed perpetual growth range of 1.5% to 2.5%, selected based on BTIG’s professional judgment and experience, BTIG’s analysis resulted in implied enterprise values for Workhorse ranging from $63 million to $81 million. BTIG then subtracted Workhorse’s pro forma net debt from the enterprise value obtained by the calculation above to obtain Workhorse’s equity value, and divided the resulting equity value by the number of fully diluted shares outstanding of Workhorse utilized by BTIG in its analysis and obtained an implied per share equity value ranging from $3.15 to $3.94.

Pro Forma Combined Company

BTIG utilized the non-public projected financial data relating to the Combined Company assuming the completion of the Merger prepared by Workhorse’s management and Motiv’s management and furnished to BTIG by Workhorse to perform a discounted cash flow analysis of the Combined Company, which includes certain synergies anticipated by the management teams of Workhorse and Motiv. The projections and estimates relating to the Combined Company assuming the completion of the Merger supplied to and utilized by BTIG are summarized above under “— Unaudited Prospective Financial Information and Projections.” In conducting this analysis, BTIG assumed that the Combined Company would perform in accordance with these projections and estimates.

BTIG performed an analysis of the present value of the unlevered cash flows that the managements of Workhorse and Motiv projected the Combined Company will generate for the fiscal year 2025 through fiscal year 2029. BTIG further assumed, at Workhorse’s direction, that the Combined Company will raise an additional $55 million by the first fiscal quarter of 2026 through a private investment in public equity; and that Workhorse will have an estimated debt of $15 million and cash of $0 at the closing of the Merger.

BTIG calculated a terminal value for the Combined Company in the year 2029 by applying Gordon’s Growth method, assuming a perpetual growth rate of 1.5% to 2.5%, which was selected based on BTIG’s professional judgment and experience, to projected fiscal year 2029 unlevered free cash flow. BTIG discounted the terminal value and cash flows projected for the specified period using discount rates ranging from 16.0% to 17.0%, reflecting estimates of Workhorse’s weighted average cost of capital based on BTIG’s professional judgment and experience, to determine an implied enterprise value reference range. The weighted average cost of capital was calculated as 16.5% and derived using the capital asset pricing model, which took into account, among other things, risk free rate, tax rate, unlevered beta, market risk premium, company size premium and BTIG’s professional judgment and experience to determine the cost of equity capital, and then applying an additional risk premium selected based on BTIG’s professional judgment and experience to determine the weighted average cost of capital, consistent with standard industry practices. BTIG considered it appropriate to use the same weighted average cost of capital for the discounted cash flow analysis of Workhorse and the Combined Company considering (i) that Workhorse and Motiv have similar business models, with similar products addressing the same market, such that the Combined Company’s business operations following the Merger will not significantly differ from Workhorse’s standalone business; (ii) both Workhorse on a stand-alone basis and the Combined Company have the same set of comparable companies and are therefore expected to have the same long term capital structure, aligned with the mean of the group of comparable companies; (iii) in the midterm, based on the pro forma model prepared by the managements of Workhorse and Motiv and provided to BTIG by Workhorse, the Combined Company will face similar liquidity risks to those of Workhorse as a standalone entity; and (iv) BTIG’s professional judgment and experience. Using discount rates of 16.0% to 17.0%, and an assumed perpetual growth range of 1.5% to 2.5%, selected based on BTIG’s professional judgment and experience, BTIG’s analysis resulted in implied enterprise values for the Combined Company ranging from $292 million to $354 million. BTIG then subtracted the Combined Company’s pro forma net debt from the enterprise value obtained by the calculation above to obtain the Combined Company’s equity value, and divided the resulting equity value by the pro forma number of fully diluted shares outstanding of the Combined Company utilized by BTIG in its analysis and obtained an implied per

share equity value ranging from $4.70 to $5.75. BTIG compared this implied per share equity value of the Combined Company to $1.77, the price per share of Workhorse common stock as of market close on August 14, 2025. BTIG compared the results of this analysis to the lower implied per share equity value of Workhorse calculated as described above, which supported the conclusion that, as of the date of BTIG’s opinion, the issuance of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse.

Conclusion

Based upon the foregoing analyses and based upon and subject to the various limitations, qualifications, assumptions, conditions and other matters set forth in full in the text of BTIG’s opinion, BTIG was of the opinion that, as of the date of BTIG’s opinion, the issuance by Workhorse of the Merger Consideration pursuant to the Merger Agreement was fair, from a financial point of view, to Workhorse.

Miscellaneous

The discussion above represents a summary of the material financial analyses presented by BTIG to the Workhorse Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BTIG in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BTIG believes that its analyses summarized above must be considered as a whole. BTIG further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BTIG’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BTIG considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Workhorse and the Combined Company. The estimates of the future performance of Workhorse and the Combined Company in or underlying BTIG’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BTIG’s analyses. These analyses were prepared solely as part of BTIG’s analysis of the fairness, from a financial point of view, to Workhorse of the issuance by Workhorse of the Merger Consideration pursuant to the Merger Agreement, and were provided to the Workhorse Board in connection with the delivery of BTIG’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BTIG’s view of the actual value of Workhorse or the Combined Company.

The type and amount of consideration payable in the Merger was determined through negotiations between Workhorse and Motiv, rather than by any financial advisor, and was approved by the Workhorse Board. The decision to enter into the Merger Agreement was solely that of the Workhorse Board. As described above, BTIG’s opinion and analyses were only one of many factors considered by the Workhorse Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Workhorse Board or Workhorse’s management with respect to the Merger or the Merger Consideration.

In the two years prior to the date hereof, BTIG has served as sales agent and/or principal on Workhorse’s at-the-market offering of Workhorse Common Stock, for which BTIG has received compensation of approximately $540,000. BTIG has not provided financial advisory or investment banking services for Motiv during such period for which any compensation was received. BTIG may seek to provide investment banking services to Workhorse, Motiv or the 2024 Note Holder or any of their respective affiliates in the future, and would expect to receive fees for the rendering of any such services.

Pursuant to the engagement letter between Workhorse and BTIG, BTIG is entitled to receive a non-contingent fee of $750,000, which became due upon delivery of BTIG’s opinion. BTIG will not receive any other significant payment or compensation contingent upon the successful consummation of the Merger. In addition, Workhorse has agreed to reimburse BTIG for certain of its out-of-pocket expenses, including legal fees, and has agreed to indemnify BTIG against certain liabilities, including under applicable laws, arising out of its engagement.

BTIG, as part of its investment banking services, is regularly engaged in the independent valuation of businesses and securities in connection with mergers and acquisitions, underwritings, sales and distributions of listed and unlisted securities, and private placements. BTIG or its affiliates may provide investment and corporate banking services to Workhorse and Motiv and their respective affiliates in the future, for which BTIG or its affiliates would seek customary compensation. BTIG provides a full range of financial advisory and securities services and, in the course of its normal trading activities, may from time to time effect transactions and hold securities, including, without limitation, derivative securities, of Workhorse, Motiv or the 2024 Note Holder for its own account and for the accounts of customers.

Unaudited Prospective Financial Information and Projections

Workhorse does not as a matter of practice publicly disclose long-term internal projections of future performance, revenue, earnings, financial condition or other results. However, in connection with the Workhorse Board’s evaluation of the Transactions, in June 2025, Workhorse’s management prepared and provided to the Workhorse Board the Workhorse Projections. In addition, although Motiv also does not as a matter of practice publicly disclose long-term internal projections of future performance, revenue, earnings, financial condition or other results, in connection with the Workhorse Board’s evaluation of the Transactions, in July 2025, Workhorse and Motiv’s management teams prepared and provided to the Workhorse Board the Combined Company Projections. Workhorse provided the Prospective Financial Information to BTIG, which was authorized and directed by Workhorse to use and rely upon such information for purposes of advising the Workhorse Board and rendering its opinion.

Workhorse has included the Prospective Financial Information in the tables below to give its stockholders access to certain previously non-public information regarding Workhorse and the Combined Company, since such information was considered by the Workhorse Board for purposes of evaluating and approving the Transactions and since BTIG used and relied upon such information for purposes of advising to the Workhorse Board and rendering its opinion. The inclusion of the Prospective Financial Information should not be regarded as an indication that Workhorse, Motiv or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. All such Prospective Financial Information is based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such Prospective Financial Information. The inclusion of the Prospective Financial Information herein is not deemed an admission or representation by Workhorse that Workhorse views the Projected Financial Information as material information of Workhorse or the Combined Company. Inclusion of the Prospective Financial Information in this proxy statement is not intended to influence your decision whether to vote for the Transactions.

The Prospective Financial Information is subjective in many respects and is thus susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Furthermore, the Prospective Financial Information does not take into account any circumstances or events occurring after the date it was prepared. As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. Since the Prospective Financial Information covers multiple years, that information by its nature becomes less predictive with each successive year. No person has made or makes any representation or warranty to any person regarding the Prospective Financial Information. The Prospective Financial Information should not be viewed as “guidance” of any sort. Workhorse and Motiv urge you to review the financial statements of Workhorse and Motiv included in this proxy statement, as well as the financial information in the section of this proxy statement entitled “Unaudited Pro Forma Condensed Combined Financial Information” and to not rely on any single financial measure.

While presented in this proxy statement with numeric specificity, the Prospective Financial Information set forth below was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Workhorse’s management and the Combined Company’s management, and is thus forward-looking information that is subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted including, but not limited to, the matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements,” “Risk Factors,” “Workhorse’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Motiv’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Workhorse Projections were prepared by, and are the responsibility of, Workhorse’s management, and the Combined Company Projections were prepared by, and are the responsibility of, Workhorse’s management and Motiv’s management. The Prospective Financial Information was not prepared with a view toward public disclosure or compliance with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of financial forecasts. No independent auditors have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Prospective Financial Information and, accordingly, none of Workhorse, Workhorse’s independent registered public accounting firm, Motiv or Motiv’s independent registered public accounting firm, express an opinion or any other form of assurance with respect thereto or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The audit reports included in this proxy statement relate to historical financial information. They do not extend to the prospective financial information and should not be read to do so.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS (INCLUDING A REGISTRANT’S RESPONSIBILITY TO MAKE FULL AND PROMPT DISCLOSURE AS REQUIRED BY SUCH FEDERAL SECURITIES LAWS), NEITHER WORKHORSE NOR MOTIV INTENDS TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROSPECTIVE FINANCIAL INFORMATION. THE PROSPECTIVE FINANCIAL INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE PROSPECTIVE FINANCIAL INFORMATION SET FORTH BELOW IN MAKING A DECISION REGARDING THE MERGER PROPOSALS, AS SUCH PROSPECTIVE FINANCIAL INFORMATION MAY BE MATERIALLY DIFFERENT THAN ACTUAL RESULTS. NONE OF WORKHORSE, MOTIV NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY WORKHORSE STOCKHOLDER, MOTIV STOCKHOLDER OR ANY OTHER PERSON THAT THE RESULTS CONTAINED IN THE PROSPECTIVE FINANCIAL INFORMATION WILL BE ACHIEVED. WORKHORSE DOES NOT INTEND TO REFERENCE THESE FINANCIAL PROJECTIONS IN ITS FUTURE PERIODIC REPORTS FILED UNDER THE EXCHANGE ACT.

The Prospective Financial Information provided by Workhorse management and reviewed by the Workhorse Board set forth below was prepared using a number of estimates and assumptions with respect to the future growth of Workhorse and the Combined Company, including the following material estimates and key assumptions:

•        that the number of vehicles sold by the Combined Company will increase significantly over the period covered by the Combined Company Projections;

•        that the Combined Company will be able to achieve the substantial cost synergies identified by Workhorse management and Motiv management;

•        that a substantial majority of the vehicles sold by Workhorse or the Combined Company will be Class 5/6 step vans or Class 5/6 cab chassis vehicles;

•        that the Combined Company will achieve substantial cost savings by producing, rather than purchasing, the chassis for certain Motiv trucks;

•        that Workhorse or the Combined Company will have access to sufficient working capital to timely manufacture and deliver vehicles;

•        in the case of the Workhorse Projections, that Workhorse will raise $30-$40 million in additional financing by the end of the second quarter of 2026; and

•        in the case of the Combined Company Projections, that the Combined Company will raise $55 million in a PIPE financing by the end of the first quarter of 2026.

In connection with the Transactions, Workhorse used certain financial measures in the Prospective Financial Information that are not prepared in accordance with GAAP as supplemental measures when considering the prospective operational performance of Workhorse on a standalone basis and of the Combined Companies. While Workhorse believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with

GAAP, are not reported by all of Workhorse’s competitors and may not be directly comparable to similarly titled measures of Workhorse’s competitors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP. Financial measures included in the Prospective Financial Information provided to a board of directors or financial advisor in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, no reconciliation of the Prospective Financial Information were prepared, and therefore none have been provided in this proxy statement. Additionally, the definitions of the non-GAAP measures included in the Prospective Financial Information may not align with those underlying the non-GAAP measures presented in “Workhorse’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Workhorse Projections are summarized in the table below:

The Combined Company Projection are summarized in the table below:

Interests of Workhorse’s Directors and Officers

In considering the recommendation of the Workhorse Board with respect to approving the Merger, stockholders should be aware that Workhorse’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of Workhorse stockholders generally. These interests may present them with actual or potential conflicts of interest, and these interests, to the extent material, are described below.

The Workhorse Board was aware of these potential conflicts of interest and considered them, among other matters, in reaching its decision to approve the Merger Agreement and the Merger, and to recommend that Workhorse stockholders approve the Stock Issuance Proposal as set forth in this proxy statement.

Ownership Interests

As of September 18, 2025, Workhorse’s directors and executive officers beneficially owned, in the aggregate, approximately less than 1% of the outstanding shares of Workhorse Common Stock, which for purposes of this subsection excludes any shares of Workhorse Common Stock issuable upon exercise or settlement of restricted stock units held by such individual. For more information, see “Beneficial Ownership of Securities.”

Treatment of Equity Awards

At the Effective Time, all unexercised and outstanding Workhorse stock options issued under Workhorse’s equity incentive plans will be cancelled for no consideration. All other unvested and outstanding awards under Workhorse’s equity incentive plans will accelerate in full as of the Effective Time.

Director Positions Following the Merger

The Workhorse Board currently consists of eight directors. In accordance with the terms of the Merger Agreement, Workhorse will appoint two directors to continue serving on the board of directors of the Combined Company after Closing. Upon the consummation of the Merger, the Combined Company’s board of directors intends to approve a non-employee director compensation program, which is expected to be determined in accordance with industry practice and standards. For more information, see, “Information About Workhorse — Executive and Director Compensation — Director Compensation.”

Indemnification and Insurance

Under the Merger Agreement, from the Effective Time through the sixth anniversary of the date on which the effective time occurs, Workhorse (including the Combined Company) agreed to indemnify and hold harmless each person who is now, or has been at any time prior to the date of the Merger Agreement, or who becomes prior to the effective time, a director or officer of Workhorse or Motiv, respectively, against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the indemnified officer or director is or was a director or officer of Workhorse or of Motiv, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under the applicable law.

Workhorse’s existing Articles of Incorporation and Second Amended and Restated Bylaws also provide for indemnification of Workhorse’s officers and directors. For more information, see, “Description of Securities.”

From and after the Effective Time, Workhorse will maintain director and officers’ liability insurance policies, with an effective date as of the date of Closing, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Workhorse. In addition, Workhorse will secure and purchase a six year “tail policy” on Workhorse’s existing directors’ and officers’ liability insurance policy with an effective date as of the date of the closing.

Severance Arrangements

On August 15, 2025, Richard Dauch, Chief Executive Officer of Workhorse, Robert Ginnan, Chief Financial Officer of Workhorse, James D. Harrington, General Counsel, Chief Compliance Officer and Secretary of Workhorse, James C. Peters, former Vice President, Supply Chain Management, and Joshua J. Anderson, the Company’s Chief Technology Officer (the “Executives”), entered into amendments (the “Change of Control Amendments”) to their Employment Agreements to reduce the amounts payable in connection with a Change of Control (as defined in the Employment Agreements). Following the entry into the Change of Control Amendments, upon a Termination Upon Change of Control (as defined in the Employment Agreements), the Executives would be entitled to receive (i) one year of their base salary, which shall be paid in cash as follows: (x) if the Termination Upon Change of Control occurs prior to the earlier of the consummation of the Equity Financing and June 30, 2026, one-third of such payment shall be paid in connection with occurrence of such Termination Upon Change of Control, and the remaining amount paid upon the earlier of (1) the consummation of the Equity Financing and (2) June 30, 2026; or (y) if the Termination Upon Change of Control occurs after the earlier of the consummation of the Equity Financing and June 30, 2026, such payment shall be paid in connection with occurrence of such Termination Upon Change of Control. Each of the Executives also would be entitled to receive one year of COBRA payments. In addition, the Executives have agreed to terminate their employment with Workhorse upon the Closing of the Merger or such later date as reasonably required for such Executives to successfully transition their duties.

Stock Exchange Listing

Workhorse’s common stock is currently listed on the NASDAQ Capital Market under the symbol “WKHS.” It is a condition to the consummation of the Merger that (i) an initial listing application for the Workhorse Common Stock (the “Nasdaq Listing Application”) is approved for listing (subject to official notice of issuance) on Nasdaq and (ii) Workhorse has maintained its existing listing on Nasdaq and obtained the approval of the listing of the Combined Company on Nasdaq (the “Nasdaq Closing Conditions”). Additionally, under the terms of the Merger Agreement, Workhorse has agreed to use commercially reasonably efforts to, if required by the rules and regulations of Nasdaq, prepare and submit to Nasdaq a notification form for the listing of shares of Workhorse Common Stock to be issued in connection with the transactions contemplated by the Merger Agreement and cause such shares to be approved for listing. If the Nasdaq Closing Conditions are not met, the Merger will not be consummated unless the listing condition is waived by the parties to the Merger Agreement. It is important for you to know that, at the time of the stockholder meeting, we may not have received confirmation from Nasdaq of either of the Nasdaq Closing Conditions, and it is possible that such conditions to the consummation of the Merger may be waived by the parties to the Merger Agreement. As a result, you may be asked to vote to approve the Merger and the other proposals included in this proxy statement without such confirmation, and, further, it is possible that such confirmation may never be received and the Merger could still be consummated if such condition is waived and therefore the Workhorse Common Stock would not be listed on any nationally recognized securities exchange.

If the Nasdaq Listing Application is accepted, Workhorse anticipates that the common stock of the combined company will be listed on Nasdaq following the Closing of the Merger under the current trading symbol “WKHS.”

Accounting Treatment

The Merger is expected to be treated by Workhorse as a reverse merger and will be accounted for as a reverse merger in accordance with GAAP. For financial reporting, Motiv is considered to be the accounting acquirer, based on the expectation that, immediately following the Merger: (i) Motiv’s investors will own a substantial majority of the voting rights in the combined company; (ii) Motiv will designate a majority (five of seven) of the initial members of the board of directors of the combined company; and (iii) Motiv’s senior management will hold most key positions in senior management of the combined company. Accordingly, the Merger is expected to be treated as the equivalent of Motiv issuing stock to acquire the net assets of Workhorse. As a result of the Merger, Motiv’s assets and liabilities will be recorded at their pre-combination carrying amounts and Workhorse’s assets and liabilities will be measured and recognized at their fair values as of the effective time. Upon consummation of the Merger, the historical financial statements of Motiv will become the historical consolidated financial statements of the Combined Company. See the “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement for additional information.

Regulatory Matters

Each party to the Merger Agreement shall (i) use commercially reasonable efforts to obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable law or contract, or otherwise) by such party in connection with the transactions contemplated by the Merger Agreement or for such contract to remain in full force and effect, (ii) use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the transactions contemplated by the Merger Agreement and (iii) use commercially reasonable efforts to file or otherwise submit, as soon as practicable after the date of the Merger Agreement, all applications, notices, reports and other documents reasonably required to be filed by such party with or otherwise submitted by such party to any governmental entity with respect to the transactions contemplated hereby, and to submit promptly any additional information requested by any such governmental entity.

Appraisal Rights

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable security holders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to security holders in connection with the extraordinary transaction. Workhorse Stockholders will not have appraisal rights under the NRS.

Ancillary Agreements

In connection with the transactions contemplated by the Merger Agreement, the parties have also entered into, or will enter into in connection with the Closing, the following ancillary agreements.

Support Agreement

In connection with the execution of the Merger Agreement, on August 15, 2025, Motiv’s controlling stockholder entered into a Support Agreement, by and among Motiv’s controlling stockholder, Motiv and Workhorse (the “Support Agreement”). Under the Support Agreement, Motiv’s controlling stockholder agreed to deliver, and has since delivered, a written consent with respect to the outstanding shares of Motiv Common Stock and Motiv Preferred Stock held by Motiv’s controlling stockholder (the “Subject Shares”) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby. In addition to the foregoing, Motiv’s controlling stockholder agreed that until the Effective Time or the termination of the Merger Agreement or Support Agreement, at every meeting of the stockholders of Motiv, Motiv’s controlling stockholder shall vote the Subject Shares with respect to the following (unless the Motiv Board has made a Company Board Adverse Recommendation Change that has not been withdrawn): (i) in favor of the Merger Agreement and the approval of the transaction contemplated thereby, including the Merger; and (ii) against any other action or agreement that is not recommended by the Motiv Board and that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Motiv under the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by thereby. In addition, the Support Agreement prohibits Motiv’s controlling stockholder from, among other things, (i) transferring any of the Subject Shares; (ii) depositing the Subject Shares into a voting trust or entering into a voting agreement with respect to the Subject Shares or granting any proxy or power of attorney that is inconsistent with the terms of the Support Agreement, (iii) entering into any contract, option or other arrangement with respect to the transfer of any Subject Shares, or (iv) taking any action that would materially restrict, limit or interfere with the performance of Motiv’s controlling stockholder’s obligations under the Support Agreement.

Motiv’s controlling stockholder also irrevocably waived any dissenters’ or appraisal rights under Delaware law in connection with the Merger and the Merger Agreement.

A copy of the Support Agreement is attached to this proxy statement as Annex B, and is incorporated by reference herein.

Registration Rights Agreement

At or prior to the Effective Time, Workhorse will authorize, adopt, execute and deliver a Registration Rights Agreement mutually acceptable to Workhorse and the recipients of the Merger Consideration. Pursuant to the Registration Rights Agreement, Workhorse will be required to register for resale under the Securities Act the Merger Consideration held by the stockholders party thereto. The entry into the Registration Rights Agreement is a condition to consummation of the Merger.

The Convertible Financing

On August 15, 2025, Workhorse issued to Motive GM Holdings II LLC (the “Convertible Note Holder”), an entity controlled by Gary Magness, and which is also Motiv’s controlling stockholder, the Convertible Note with an aggregate original principal amount of $5 million. The Convertible Note was issued without original issue discount, and Workhorse received $5 million in proceeds, prior to fees and expenses. The Convertible Note bears interest at a rate of 8% per annum, subject to adjustment as set forth in the Convertible Note, compounded quarterly and increasing the principal outstanding under the Convertible Note. The Convertible Note is a secured obligation of Workhorse, ranking junior to the 2024 Notes (as defined below) and senior to all other indebtedness and, subject to certain limitations, is unconditionally guaranteed by each of Workhorse’s subsidiaries and secured by substantially all of the assets of Workhorse and its subsidiaries. Workhorse’s obligations under the Convertible Note mature on the earliest of (i) the date a termination fee is due to Motiv under the Merger Agreement, (ii) the date that is three months following the termination of the Merger Agreement pursuant to certain provisions of the Merger Agreement, and (iii) the date that is 24 months after the date of issuance. The Convertible Note will be automatically convertible into a number of shares of Workhorse stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in the Equity Financing.

The Convertible Note contains certain events of default, including the failure by Workhorse to comply with the Merger Agreement and certain related agreements, as well as other customary events of default described therein. Upon the occurrence of an event of default under the Convertible Note, Workhorse’s obligations would be accelerated and become immediately due and payable.

Pursuant to the Convertible Note, Workhorse has agreed to expand the Workhorse Board to eight members and to appoint a nominee designated by the Convertible Note Holder to fill the newly-created vacancy. As described further below, Alan Henricks has been appointed to the Workhorse Board in satisfaction of such obligation. In addition, the Convertible Note Holder was granted the right to appoint one observer to the Workhorse Board.

The Convertible Note is attached to this proxy statement as Annex D.

The Repayment and Warrant Exchange

Upon entry into the Repayment Agreement, Workhorse deposited approximately $9.9 million as Cash Collateral into the previously disclosed lockbox account, with such Cash Collateral to be released to the 2024 Note Holder in connection with the Closing. The 2024 Notes secured by the Cash Collateral will bear interest at a rate equal to 5% per annum. The amount of Cash Collateral released to the 2024 Note Holder in connection with the Closing will be reduced by the aggregate principal amount of 2024 Notes converted before the Closing and increased by the amount of interest accrued on the Cash Collateral before the Closing. In connection with the Closing, Workhorse will redeem all of its then outstanding obligations under the 2024 Notes, which as of September 30, 2025 was approximately $24.1 million, at 100% of the face amount, plus accrued interest. Upon making such Repayment, Workhorse shall have no outstanding obligations under the 2024 Notes.

In addition, Workhorse will issue the 2024 Note Holder Rights to acquire shares of Workhorse Common Stock in exchange in a Warrant Exchange for the cancellation of all of the warrants issued to the 2024 Note Holder. The Warrant Exchange would be for a number of Rights exercisable for shares of Workhorse Common Stock equal to 30% of fully diluted shares of Workhorse Common Stock then outstanding immediately prior to the Closing (and prior to the issuance of the Merger Consideration). The Warrant Exchange will occur on the date of Closing, along with the redemption by Workhorse of the 2024 Notes, after which there will no longer be any outstanding 2024 Warrants or 2024 Notes. The Rights are exercisable at the discretion of the holder at any time to the extent the number of shares of Workhorse Common Stock held by the holder does not exceed 9.99% of the then outstanding shares of Workhorse Common Stock.

In addition, the Repayment Agreement amended certain provisions of the Securities Purchase Agreement, by and among Workhorse and the 2024 Note Holder (the “2024 Securities Purchase Agreement”). The 2024 Note Holder also waived its right to effect and agreed not to request any Additional Closing (as defined in the 2024 Securities Purchase Agreement), effective as of the date of Closing or the abandonment of the Merger. The 2024 Note Holder also consented to the issuance of the Convertible Note, including the security agreement and the subsidiary guarantee, the Sale Leaseback, and the Merger and related transactions.

The Repayment Agreement is attached to this proxy statement as Annex E.

Sale Leaseback

On August 15, 2025, in connection with the sale and leaseback transaction described herein (the “Sale Leaseback”), a subsidiary of Workhorse, Workhorse Motor Works Inc, entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with an affiliate of Motiv’s controlling stockholder (the “Property Purchaser”) for the sale of its Union City, Indiana manufacturing facility and campus (the “Property”), excluding any equipment and any fixtures solely used in the production of vehicles, to the Property Purchaser for a purchase price, before fees and expenses, of $20 million. Pursuant to the Purchase and Sale Agreement, Workhorse and the Property Purchaser entered into a Lease (the “Lease”), pursuant to which Workhorse agrees to lease the Property from the Property Purchaser for an initial term of 20 years. Workhorse will have the option to renew the Lease for six additional 5-year renewal terms, subject to the terms of the Lease. Under the Lease, base annual rent will be abated for the first six months of the Lease term. If Workhorse is in default during the initial term of Lease, then the abated rent amount will become immediately due and payable. During this abatement period, Workhorse will be responsible for all other costs and expenses relating to the Property as enumerated below in this paragraph, in accordance with the Lease. After the conclusion of the six-month abatement period, Workhorse will pay base annual rent of $2,100,000 for the Property, subject to an annual increase

of 3% during the initial term of the Lease and certain additional increases during any renewal term. In addition to rent, Workhorse will be responsible for all costs and expenses related to the Property, including, without limitation, all costs and expenses for maintenance, operation, repair and replacement of buildings and improvements, utility charges, insurance premiums and real estate taxes and assessments; provided, that Workhorse is not obligated to make any capital replacements or repairs during the last year of the lease term. The Merger Agreement requires the parties’ compliance with the terms of the Sale Leaseback.

Adjacent to the Property is a warehouse building (the “Adjacent Warehouse”) which Workhorse currently leases from Indiana Avenue Holdings, LLC (“Indiana Holdings”) pursuant to a lease agreement (the “Existing Warehouse Lease”). The Adjacent Warehouse is used in connection with Workhorse’s operations. Workhorse covenants to keep the Existing Warehouse Lease (as it may be amended or extended) in effect and to obtain Property Purchaser’s consent to certain actions relating to the Existing Warehouse Lease, such as an amendment or termination of the Existing Warehouse Lease or a waiver of any material rights under the Existing Warehouse Lease. As of the effective date of the Lease, Workhorse is negotiating a new long-term lease with Indiana Holdings (the “New Warehouse Lease”), which is intended to amend and replace the Existing Warehouse Lease. Per the Lease, Workhorse has covenanted to use commercially reasonable efforts to negotiate the inclusion of additional protections for the Property Purchaser in connection with the New Warehouse Lease, including the Property Purchaser’s rights to cure a default on behalf of Workhorse and take an assignment of the New Warehouse Lease in the event of Workhorse’s default under the same.

Meeting of Stockholders and the Proposals

The Meeting will convene on November 12, 2025 at 9:00 a.m. Eastern Time, exclusively in virtual format. Stockholders may attend, vote and examine the list of Workhorse’s stockholders entitled to vote at the Meeting by visiting www.virtualshareholdermeeting.com/WKHS2025 and entering the control number found on their proxy card, voting instruction form, or notice they previously received. The purpose of the Meeting is to consider and vote on the proposals described in this proxy statement. Approval of the Merger Proposals is a condition to the obligations of the parties to complete the Merger.

Only holders of record of issued and outstanding shares of Workhorse Common Stock as of the close of business on September 18, 2025, the Record Date for the Meeting, are entitled to notice of, and to vote at, the Meeting or any adjournment or postponement of the Meeting. Workhorse’s stockholders are entitled to one vote for each share of Workhorse Common Stock that they owned as of the close of business on the Record Date. If their shares are held in “street name” or are in a margin or similar account, they should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the Record Date, there were 19,059,954 shares of Workhorse Common Stock outstanding.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Meeting with respect to each matter to be considered at the Meeting if the holders of a majority of the outstanding shares of Workhorse Common Stock as of the Record Date present by attending the virtual Meeting or represented by proxy at the Meeting. All shares represented by proxy are counted as present for purposes of establishing a quorum. As of the Record Date for the Meeting, 9,529,978 shares of Workhorse Common Stock would be required to achieve a quorum.

Approval of the Stock Issuance Proposal, the Reverse Stock Split Proposal, the Incentive Plan Proposal, the Say-on-Pay Proposal, the Auditor Ratification Proposal, and, if presented, the Adjournment Proposal each requires the affirmative vote of holders of a majority of the votes cast by our stockholders present in person (which would include presence at the virtual Meeting) or represented by proxy at the Meeting and entitled to vote thereon.

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the then outstanding shares of Workhorse Common Stock (which is equivalent to a majority of voting power of Workhorse).

The election of directors is decided by a plurality of the votes cast by the stockholders present in person (which would include presence at the virtual Meeting) or represented by proxy at the Meeting and entitled to vote on the election of directors. This means that each of the director nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors.

With respect to each proposal in this proxy statement, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

Recommendations of the Workhorse Board

In reaching its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, the Workhorse Board considered a number of factors that it viewed as supporting its decision to approve the Merger Agreement and the Merger, including:

•        information concerning Workhorse’s business, the financial condition and prospects of Workhorse, business and strategic objectives, as well as the risk of accomplishing those objectives;

•        Workhorse’s business and financial prospects if it were to remain an independent company;

•        Potential strategic alternatives and strategic transaction partner candidates and the Workhorse Board’s view that no alternatives to the Merger, including remaining as a standalone company, were reasonably likely to create greater value to Workhorse’s stockholders and other stakeholders; and

•        the Workhorse Board’s conclusion that the Merger would provide Workhorse’s existing stockholders a significant opportunity to participate in the potential growth of the Combined Company following Closing.

After careful consideration, the Workhorse Board has unanimously approved the Merger Agreement and the Merger and determined that each of the Merger Proposals is in the best interests of Workhorse and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. For additional information relating to the Workhorse Board’s evaluation of the Merger and the factors it considered in connection therewith, please see the section entitled “The Merger Agreement, the Merger and Related Transactions — The Workhorse Board’s Reasons for Approving the Merger.”

Regulatory Approvals

At any time before or after consummation of the Merger, the Department of Justice, the Federal Trade Commission, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, conditionally approving the Merger upon divestiture of assets, subjecting the completion of the Merger Agreement to regulatory conditions, or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Workhorse cannot assure you that the Department of Justice, the Federal Trade Commission, any state attorney general, or any other government authority will not attempt to challenge the Merger on antitrust grounds, and, if such a challenge is made, Workhorse cannot assure you as to its result.

Except for the Nasdaq approvals described herein, neither Workhorse nor Motiv is aware of any material regulatory approvals or actions that are required for completion of the Merger. It is presently contemplated that if any regulatory approvals or actions are required, those approvals or actions will be sought in due course. There can be no assurance, however, that any additional approvals or actions will be obtained.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Workhorse has engaged Morrow Sodali to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares at the Meeting if it revokes its proxy before the Meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Meeting of Workhorse Stockholders — Voting and Revocation of Proxies.”

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

Workhorse

Market Price and Ticker Symbol

Workhorse Common Stock is currently listed on Nasdaq Capital Market under the symbol “WKHS.”

On August 14, 2025, the trading date before the public announcement of the Merger, the closing price of the Workhorse Common Stock was $1.77 per share. On October 7, 2025, the trading date immediately prior to the date of this proxy statement, the price of the Workhorse Common Stock was $1.09 per share.

Holders

As of September 18, 2025, Workhorse had approximately 146 stockholders of record, not including persons whose stock is in nominee or “street name” accounts through banks, brokers and other financial institutions.

Dividend Policy

Workhorse has never declared or paid cash dividends on Workhorse Common Stock. Workhorse currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, Workhorse does not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of the Workhorse Board, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that the Workhorse Board may deem relevant.

Motiv

Historical market price, holders, and dividend information regarding Motiv is not provided because there is no public market for Motiv’s securities.

RISK FACTORS

You should carefully consider the following risks. However, the risks set forth below are not the only risks that we face, and we face other risks which have not yet been identified or which are not yet otherwise predictable. If any of the following risks occur or are otherwise realized, our business, financial condition, and results of operations could be materially adversely affected. You should carefully consider the risks described below and all other information in this filing, including our consolidated financial statements and the related notes to consolidated financial statements.

Summary of Risk Factors

You should consider all the information contained in this proxy statement in deciding how to vote for the proposals presented in the proxy statement. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may harm Workhorse’s and Motiv’s business, financial condition and operating results. Such risks include, but are not limited to:

Risks Related to Workhorse

Risks Related to our Business and Operations

•        Substantial doubt exists regarding our ability to continue as a going concern.

•        If we cannot generate or obtain additional capital, we may be unable to meet the needs of our current and prospective customers or to expand our operations.

•        The unavailability, reduction, elimination or adverse application of government subsidies and incentives, or any failure by states or other governmental entities to adopt or enforce regulations, could have an adverse effect on our business, prospects, financial condition and operating results.

•        Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

•        Our business could be adversely affected by trade tariffs or other trade barriers.

•        We cannot assure you that we will be successful in executing our business plan, which includes selling our recently developed W56 vehicle chassis platform and the expansion of offerings on that platform. Our failure to execute our business plan would have a material adverse effect on our business, financial position, results of operations, cash flows and liquidity.

•        We may experience delays in launching and ramping up production or we may be unable to control our manufacturing costs.

•        Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward.

•        If our vehicles fail to perform as expected, our ability to develop, market and sell our electric vehicles could be harmed.

•        We currently have a limited number of customers and prospective customers, with no long-term agreements with existing customers, and we expect that a significant portion of our future sales will be from a limited number of customers. The loss of any of these customers could materially harm our business.

•        Regulatory requirements may have a negative impact upon our business.

•        We may incur costs, expenses and penalties related to regulatory matters, governmental investigations, legal proceedings and other claims, which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows or liquidity.

•        Pandemics, epidemics, disease outbreaks and other public health crises, such as the COVID-19 pandemic, have disrupted our business and operations, and future public health crises could materially adversely impact our business, financial condition, liquidity and results of operations.

•        Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

•        We do not receive progress payments on orders of our vehicles, and if a purchaser fails to pay upon delivery, we may not be able to recoup the costs we incurred in producing such vehicles.

•        Our business, prospects, financial condition and operating results will be adversely affected if we cannot reduce and adequately control the costs and expenses associated with operating our business, including our material and production costs.

•        The demand for commercial electric vehicles depends, in part, on the continuation of current trends resulting from dependence on fossil fuels. Extended periods of low diesel or other petroleum-based fuel prices could adversely affect demand for our vehicles, which would adversely affect our business, prospects, financial condition, and operating results.

•        Our future growth depends on the willingness of operators of commercial vehicle fleets to adopt electric vehicles and on our ability to produce, sell and service vehicles that meet their needs. This often depends upon the cost for an operator adopting electric vehicle technology as compared to the cost of traditional internal combustion technology.

•        If the market for commercial electric vehicles does not develop more broadly and quickly than it is currently developing, our business, prospects, financial condition and operating results will be adversely affected.

•        We currently do not have and do not expect to have a significant number of long-term supply contracts with guaranteed pricing which exposes and will expose us to fluctuations in component, materials and equipment prices. Substantial increases in these prices would increase our operating costs and could adversely affect our business, financial position, results of operations, cash flows or liquidity.

•        If we are unable to scale our operations at our Union City, IN facility in an expedited manner from our limited low volume production to high volume production, our business, financial position, results of operations, cash flows and liquidity will be adversely affected.

•        We depend upon key personnel and need additional personnel. The loss of key personnel or the inability to attract additional personnel may adversely affect our business and results of operations.

•        We face intense competition. Some of our competitors have substantially greater financial or other resources, longer operating histories and greater name recognition than we do and could use their greater resources and/or name recognition to gain market share at our expense or could make it very difficult for us to establish market share.

•        Our electric vehicles compete for market share with vehicles powered by other vehicle technologies that may prove to be more attractive than ours.

•        Changes in the market for electric vehicles could cause our products to become obsolete or lose popularity.

•        We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our business and competitive position.

•        The failure of certain key suppliers to provide us with the necessary components of our products according to our schedule and at price, quality levels and volumes acceptable to us could have a severe and negative impact upon our business.

•        Continued disruption of supply, shortage of materials or increases in costs, in particular for battery packs could harm our business.

•        Product liability or other claims could have a material adverse effect on our business.

•        Our success may depend on protecting our intellectual property rights.

•        We may be exposed to liability for infringing upon the intellectual property rights of other companies.

•        Our business may be adversely affected by union activities.

•        Our electric vehicles make use of lithium-ion battery cells, which, if not appropriately managed and controlled, have occasionally been observed to catch fire or vent smoke and flames. If such events occur in our electric vehicles, we could face liability associated with our warranty, for damage or injury, adverse publicity and a potential safety recall, any of which would adversely affect our business, prospects, financial condition and operating results.

•        Increasing scrutiny and changing requirements, attitudes or expectations from global regulators, our investors, consumers, employees, and other stakeholders with respect to our environmental, social, and governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks.

•        We face risks associated with security breaches through cyber-attacks, cyber intrusions, or otherwise, which could pose a risk to our systems, networks and services.

Risks Related to our Financing Arrangements

•        We have substantial indebtedness, and our ability to repay and refinance our existing indebtedness and obtain new financing depends on the outcome of the Merger.

Risks Related to Owning Our Common Stock

•        We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

•        Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.

•        We have not paid cash dividends in the past and have no immediate plans to pay cash dividends.

•        Stockholders may experience future dilution as a result of our existing and future financings.

•        Our charter documents and Nevada law may inhibit a takeover that stockholders consider favorable.

•        There are limitations on director/officer liability.

Risks Related to Motiv

•        Motiv has a history of losses, may not be able to adequately control the costs associated with its operations, and may not achieve or maintain profitability in the future.

•        Motiv’s product development and market expansion efforts may be unsuccessful.

•        Recent changes to federal and state emissions and fuel economy standards, elimination of some credit and incentive programs, and potential additional regulatory changes could have an adverse effect on the business, prospects, financial condition and operating results.

•        Motiv has derived a significant portion of its revenue from a small number of major fleets; if future revenue derived from these fleets decreases or the timing of such revenue fluctuates, the business and results of operations could be negatively affected.

•        Motiv identified a material weakness in its internal control over financial reporting, and Motiv may identify additional material weaknesses in the future that may cause it to fail to meet its reporting obligations or result in material misstatements of its financial statements. If Motiv fails to remediate any material weaknesses or if Motiv otherwise fails to establish and maintain effective control over financial reporting, its ability to accurately and timely report its financial results could be adversely affected and it may adversely affect its business operations and financial condition.

•        Motiv may not be able to successfully engage target customers or convert early pilot programs and deployments with commercial fleets into material orders or additional deployments in the future.

•        Motiv is highly dependent on the services of key personnel and senior management, and if Motiv is unable to attract and retain key personnel and hire qualified management, technical and electric vehicle engineering personnel, its ability to compete could be materially and adversely affected.

•        Motiv has entered and may continue to enter into agreements and non-binding purchase orders, letters of intent and memorandums of understanding or similar agreements for sales of its products, which are cancellable at the option of the customers.

•        The commercial vehicle market is highly competitive, and Motiv may not be successful in competing in this industry.

•        Motiv’s growth is dependent upon the return-to-base segment’s willingness to adopt electric vehicles.

•        The return-to-base segment and Motiv’s technology are rapidly evolving and may be subject to unforeseen changes which could adversely affect the demand for Motiv’s vehicles and other products.

•        The demand for electric vehicles depends, in part, on the continuation of current trends resulting from dependence on fossil fuels. Extended periods of low gasoline or other petroleum-based fuel prices could adversely affect demand for Motiv’s products.

•        Motiv is or may be subject to risks associated with strategic alliances and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future.

•        Motiv has experienced and may in the future experience significant delays in the design, manufacturing and wide-spread deployment of products.

•        Goods imported to the U.S. are subject to significant import tariffs, which are expected to increase, and these tariffs negatively impact Motiv’s financial performance, financial position, and financial results.

•        Motiv has been and may continue to be impacted by macroeconomic conditions, including rising inflation rates, supply chain disruption and geopolitical events.

•        Motiv may not succeed in establishing, maintaining and strengthening the Motiv brand, which would materially and adversely affect customer acceptance of its vehicles and components and its business, revenues and prospects.

•        Motiv may not be able to accurately plan its production, which may result in carrying excess and/or obsolete inventory.

•        Motiv is dependent on suppliers, some of which are limited source or single-source suppliers, and the inability or unwillingness of these suppliers to deliver necessary components and materials used in its products at acceptable prices, timelines, volumes, performance and specifications could have a material adverse effect on the business, prospects, financial condition and operating results.

•        Motiv may become subject to product liability claims, including possible class action and derivative lawsuits, which could harm its financial condition and liquidity if Motiv is not able to successfully defend or insure against such claims.

•        The current shift in the U.S. regulatory landscape toward less stringent vehicle emissions and fuel economy standards may limit demand for zero-emission vehicles.

•        Motiv and its outsourcing partners and suppliers are subject to substantial regulation and any failure to comply with these regulations could substantially harm Motiv’s business and operating results.

•        Motiv’s business may be adversely affected by union activities.

•        Motiv has conducted product recalls and future recalls potentially could adversely affect Motiv’s business, prospects, financial condition and operations.

•        Motiv’s electric vehicles make use of lithium-ion, LFP and sodium nickel battery cells, which have been observed to catch fire or vent smoke and flames. If such events occur in Motiv’s electric vehicles, Motiv could face liability associated with its warranty, for damage or injury, adverse publicity and a potential safety recall, any of which would adversely affect the business, prospects, financial condition and operating results.

•        Motiv may be adversely affected if it fails to obtain, maintain, enforce and protect its intellectual property and is unable to prevent unauthorized use by third-parties of its intellectual property and proprietary technology.

•        Motiv faces risks associated with security breaches through cyber-attacks, cyber intrusions, or otherwise, which could pose a risk to Motiv’s systems, networks and services.

•        The announcement of the Merger, and pendency of the transactions contemplated thereby, may result in disruptions to Motiv’s business, divert management’s attention, and disrupt Motiv’s relationships with third parties and employees, any of which could negatively impact Motiv’s operating results and ongoing business.

Risks Related to the Merger

•        If the conditions to the Merger are not satisfied or waived, the Merger may not occur.

•        The ownership proportion for Workhorse stockholders of the Combined Company will not change or otherwise be adjusted based on the market price of Workhorse common stock as the ownership proportion depends on the Workhorse equity value determined in the Merger Agreement as of the date thereof and not the current market price of Workhorse common stock, so the Merger Consideration at the closing may have a greater or lesser value than at the time the Merger Agreement was signed.

•        Failure to complete the Merger may result in Workhorse paying a termination fee to Motiv, and could harm the common stock price of Workhorse and future business and operations.

•        The Merger may be completed even though a material adverse effect may have resulted from the public announcement of the Merger, industry-wide changes or other causes.

•        The Closing of the Merger will require consents or trigger change in control or other provisions in certain agreements to which Workhorse is a party.

•        Workhorse and Motiv will be subject to certain contractual restrictions and operational and business uncertainties while the Merger is pending.

•        Workhorse may waive one or more of the conditions to the Merger without resoliciting stockholder approval.

•        Workhorse will not have any right to make damage claims against Motiv or Motiv’s investors for the breach of any representation, warranty or covenant made by Motiv in the Merger Agreement.

•        Certain Workhorse and Motiv directors and executive officers may have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

•        Workhorse and Motiv securityholders and investors will generally have a reduced ownership and voting interest in, and exercise less influence over the management of the Combined Company following the completion of the Merger as compared to their current ownership and voting interests in the respective companies and may not realize a benefit from the Merger commensurate with the ownership dilution they experience.

•        Certain provisions of the Merger Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the Merger Agreement.

•        Because the lack of a public market for Motiv common stock makes it difficult to evaluate the fair market value of its capital stock, the value of the Workhorse Common Stock to be issued to Motiv investors may be more or less than the fair market value of Motiv Common Stock.

•        Lawsuits may be filed against Workhorse, Motiv, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.

Risks Related to the Proposed Reverse Stock Split

•        The reverse stock split may not increase the Combined Company’s stock price over the long-term.

•        The reverse stock split may decrease the liquidity of the Combined Company’s common stock.

•        The reverse stock split may lead to a decrease in the Combined Company’s overall market capitalization.

Risks Related to Ownership of the Combined Company’s Securities

•        If any of the events described in “Risks Related to Workhorse” or “Risks Related to Motiv” occur, those events could cause potential benefits of the Merger not to be realized.

•        The Merger contemplates and is subject to additional conditions for raising capital, which is expected to cause significant dilution to the Combined Company’s stockholders, and the Combined Company likely will need to raise additional capital by issuing equity securities or additional debt, which would further dilute the Combined Company’s stockholders and may restrict the Combined Company’s operations.

•        The market price of the Combined Company’s common stock is expected to be volatile, and the market price of the common stock may drop following the Merger.

•        The future results of the Combined Company may be adversely impacted if the Combined Company does not effectively manage its expanded operations following the completion of the Merger.

•        The Combined Company is expected to incur substantial expenses related to the completion of the Merger and the integration of Workhorse and Motiv.

•        Anti-takeover defenses may delay or prevent future mergers.

•        The Combined Company may incur a significant amount of consolidated indebtedness following the Closing. This level of indebtedness could adversely affect the Combined Company, including by decreasing its business flexibility.

•        Workhorse and/or Motiv may have liabilities that are not known, probable or estimable at this time.

•        Following the Merger, the Combined Company may be unable to integrate successfully the businesses of Workhorse and Motiv and realize the anticipated benefits of the Merger.

•        The Combined Company may incur losses for the foreseeable future and might never achieve profitability.

•        The Combined Company will likely qualify as, and intends to elect to be treated as, a “controlled company” within the meaning of the Nasdaq listing requirements and, as a result, stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

•        If the Combined Company fails to attract and retain management and other key personnel, it may be unable to continue to successfully develop or commercialize its products or otherwise implement its business plan.

•        The Combined Company will need to raise additional financing in the future to fund its operations, which may not be available to it on favorable terms or at all.

•        The Combined Company’s board of directors will be authorized to issue and designate shares of its convertible preferred stock in additional series without stockholder approval.

•        The Combined Company will incur additional costs and increased demands upon management as a result of complying with the laws and regulations affecting public companies.

•        Upon completion of the Merger, failure by the Combined Company to comply with the initial listing standards of Nasdaq will prevent its stock from being listed on Nasdaq.

•        The Combined Company will continue to be a smaller reporting company, and it cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make its common stock less attractive to investors.

•        Once the Combined Company is no longer a smaller reporting company or otherwise no longer qualifies for applicable exemptions, the Combined Company will be subject to additional laws and regulations affecting public companies that will increase the Combined Company’s costs and the demands on management and could harm the Combined Company’s operating results and cash flows.

•        If the Combined Company fails to maintain proper and effective internal controls, its ability to produce accurate financial statements on a timely basis could be impaired.

•        If the Combined Company is unable to maintain effective disclosure controls and procedures, its business, financial position and results of operations could be adversely affected.

•        The unaudited pro forma condensed combined financial information and prospective financial information included in this proxy statement is presented for illustrative purposes only and the actual financial condition and results of operations of the Combined Company following the Merger may differ materially.

•        Claims for indemnification by the Combined Company’s directors and officers may reduce its available funds to satisfy successful third-party claims against the Combined Company and may reduce the amount of money available to it.

•        Workhorse and Motiv do not anticipate that the Combined Company will pay any cash dividends in the foreseeable future.

•        If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about the Combined Company, its business or its market, its stock price and trading volume could decline.

•        The Combined Company will have broad discretion in the use of the cash and cash equivalents of the Combined Company and the proceeds from the Equity Financing, the Convertible Note and the Closing Debt Financing and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment.

•        The Combined Company’s ability to use net operating loss carryforwards and other tax attributes will be limited, including as a result of the Merger.

•        Unfavorable global economic conditions could adversely affect the Combined Company’s business, financial condition, results of operations or cash flows.

•        Business disruptions caused by natural disasters and other crises could adversely affect the business of the Combined Company following the Merger.

Risks Related to Workhorse

Risks Related to Our Business and Operations

Substantial doubt exists regarding our ability to continue as a going concern.

We have incurred net losses of $101.8 million and $123.9 million for the fiscal years ended December 31, 2024 and December 31, 2023, respectively. As a result of our recurring losses from operations, accumulated deficit, projected working capital needs and delays in bringing our vehicles to market, and, accordingly, slower market demand than previously expected, substantial doubt exists as to our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to receive additional proceeds from our financing relationships, including the release of funds from the lockbox account in which proceeds of our most recent issuance of 2024 Notes under our 2024 Securities Purchase Agreement are held, our ability to use the proceeds of the Sale Leaseback to effect the Repayment and the Warrant Exchange, and our ability to obtain the Closing Debt Financing and the Equity Financing. To the extent we are unable to satisfy these capital needs, we will need to significantly modify or terminate our operations and our planned business activities. The failure to obtain sufficient financing could adversely affect our ability to achieve our business objectives and continue as a going concern.

If we cannot generate or obtain additional capital, we may be unable to meet the needs of our current and prospective customers or to expand our operations.

A lack of sufficient capital beyond cash on hand and funds available under our financing arrangements could significantly impair our ability to take on new customers and limit the size of the orders we can take from existing customers. We had negative cash flow from operating activities of $47.6 million and $123.0 million for the years ended December 31, 2024 and 2023, respectively. Our working capital requirements and the cash flow provided by future operating activities, if any, will vary greatly from quarter to quarter, depending on the volume of business during the period and payment terms with our customers and suppliers. We may also underestimate our capital requirements and other expenditures or overestimate our future cash flows following the Closing.

In the event that we receive a purchase order that exceeds our inventory, we may lack sufficient working capital to purchase the components necessary to fulfill the order on a timely basis, or at all. We also may have to repay previously owed amounts to our suppliers before they sell us new components. If we are unable to purchase components from our suppliers, our vehicle shipments could be prevented or delayed, which could result in a loss of sales.

In addition, we have limited experience in high volume manufacture of our vehicles. We cannot provide assurance as to whether we will be able to scale our current production facilities to implement efficient processes and reliable sources of component supply that will enable us to meet the productions standards and volumes required to fill a large purchase order. Even if we are successful in developing our high volume production capability and processes and reliably source our component supply, no assurance can be given as to whether we will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond our control, or to store and deliver parts in sufficient quantities to the manufacturing lines in a manner that enables us to increase production and satisfy the requirements of customers and potential customers.

If we are unable to meet existing orders or to enter into new orders because of a shortage in components, we will likely lose net revenue, risk losing customers and risk harm to our reputation in the marketplace, which could adversely affect our business, financial condition or results of operations. In addition, we may be unable to implement our long-term business plan, develop or enhance our product offerings, take advantage of future opportunities or respond to competitive pressures on a timely basis. In addition, a lack of additional financing could force us to substantially curtail or cease operations. As a result, our business, operating results, liquidity and financial position would be adversely affected.

The unavailability, reduction, elimination or adverse application of government subsidies and incentives, or any failure by states or other governmental entities to adopt or enforce regulations, could have an adverse effect on our business, prospects, financial condition and operating results.

We believe the availability of government subsidies and incentives, including the California Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project (“HVIP”), is an important factor considered by our customers when purchasing our vehicles. Our growth depends in part on the availability and amounts of these subsidies and incentives. Many of our current and prospective customers are seeking to leverage HVIP due to its ease of access and amount of funding available per vehicle. In addition, some of our purchase orders have contingencies related to HVIP funding. If our vehicles fail to qualify for the HVIP, or we experience a material delay in obtaining qualification for the HVIP program, our business, financial condition and results of operations would suffer. Furthermore, any reduction, elimination or discriminatory application of the HVIP or other government subsidies and incentives because of budgetary challenges, policy changes, the reduced need for such subsidies and incentives due to the perceived success of electric vehicles or other reasons may result in the diminished price competitiveness of the alternative fuel vehicle industry.

Our strategy and business plan depend on the enforcement of state regulations, such as California’s Advanced Clean Fleet regulation. Any failure by states or other governmental agencies to adopt or enforce regulations related to emissions and mileage requirements could have an adverse effect on our business, prospects, financial condition and operating results.

Future federal and state administrations could introduce additional uncertainty for the electric vehicle (“EV” industry. For instance, the new Presidential Administration has issued executive orders and could implement additional policies or modify regulations that could negatively impact the expansion of the EV market, such as by rescinding or

modifying certain tax credits, and could take further actions to diminish incentives for the production and purchase of EVs. Consequently, the availability of these tax credits or other government incentives and our ability and that of our customers and competitors to benefit from these credits and incentives remain uncertain at this time.

Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Electric vehicle sales and production are cyclical and are materially affected by macroeconomic, geopolitical and industry conditions that are outside of our control and the control of our customers and suppliers, including monetary fiscal policy, economic recessions, inflation, deflation, interest rates, tariffs, political instability, labor relations issues, energy prices, regulatory requirements, government initiatives, capital and liquidity constraints, acts of war and terrorism, and natural and man-made disasters. Our operational costs are similarly impacted by such macroeconomic, geopolitical and industry conditions, which have and may continue to adversely impact our margins and profitability, such as the tariffs on imports from China, Canada, Mexico, Europe and elsewhere imposed following the inauguration of the new Presidential Administration, which could have a significant impact on us, particularly our ability to source cost-efficient batteries for use in our trucks. Current or potential customers may delay or decrease spending on our products and services as their business and/or budgets are impacted by economic conditions. The inability of current and potential customers to pay us for our products and services may adversely affect our earnings and cash flows. In addition, deterioration of conditions in worldwide credit markets could limit our ability to obtain financing to fund our operations and capital expenditures.

The current conflicts in Ukraine and the Middle East and any resulting sanctions could have an adverse impact on our current operations. Further, such conflicts are likely to lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

Our business could be adversely affected by trade tariffs or other trade barriers.

Our business is subject to the imposition of tariffs and other trade barriers, which may make it more costly for us to import raw materials and product components for our vehicles and to export our vehicles to Canada or elsewhere. In 2025, the United States has imposed new tariffs on imports to the United States from several countries and has threatened to impose new tariffs on imports from other countries. In addition, many countries have, and in the future other countries may, impose retaliatory tariffs. The resulting environment of retaliatory trade or other practices or additional trade restrictions or barriers, if implemented on a broader range of products or raw materials, could harm our ability to obtain necessary raw materials and product components or sell our products and services at prices customers are willing to pay, which could have a material adverse effect on our business, prospects, results of operations, and cash flows. Relatedly, trade policies could lead to an increasing number of competitors entering the United States, thereby creating more competition. If we experience cost increases as a result of existing or future tariffs and are unable to pass on such additional costs to our customers, or otherwise mitigate the costs, or if demand for our planned exportation of vehicles decreases due to the higher cost, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.

We cannot assure you that we will be successful in executing our business plan, which includes selling our recently developed W56 vehicle chassis platform and the expansion of offerings on that platform. Our failure to execute our business plan would have a material adverse effect on our business, financial position, results of operations, cash flows and liquidity.

During 2023, we launched the W56, a new vehicle chassis platform, which is the foundation of our revised strategic product roadmap. During 2024, we continued executing our strategic product roadmap for our electric vehicle offerings, including the production of the W4 CC, W56 and the development of the W56 208-inch wheelbase vehicle program in both strip chassis and step van variants. In addition, our product roadmap also includes our second generation, low floor, advanced content offering for the vehicle chassis market, expanding our vehicle foundation and is expected to begin production in late 2026 or 2027. To accelerate time-to-market for customers seeking delivery of electric vehicles, we continue to produce and sell Class 4 vehicles either as a cab chassis version (W4 CC) or a step van version (W750) made to haul various cargo and take on both mid and last-mile routes. The W750 was launched into production and sale in 2023, in addition to the W4 CC, which became available for sale in 2022.

Product development involves numerous risks and uncertainties. We cannot assure you that we have successfully developed our new vehicle platforms or that we have identified any potential issues in their design or use. We may be unable to launch and ramp up production as necessary, we may experience unexpected costs, delays or service burdens, we may be unable to deliver such vehicles on an economical basis and our customers may not find our vehicles are acceptable for their use. Any of the foregoing would have a material adverse effect on our business, financial position, results of operations, cash flows and liquidity.

We may experience delays in launching and ramping up production or we may be unable to control our manufacturing costs.

We have previously experienced and may in the future experience launch and production ramp-up delays. In addition, we may introduce in the future new or unique manufacturing processes and design features for our products including enhancements under development relating to production assembly efficiency, material component availability, cost reduction and customer feedback. There is no guarantee we will be able to successfully and timely introduce and scale such processes or features. We have relatively limited experience to date in manufacturing electric vehicles at high volumes. To be successful, we will need to implement, maintain, and ramp-up efficient and cost-effective manufacturing capabilities, processes and supply chains and achieve the design tolerances, high quality and output rates planned at our Union City, IN manufacturing facility. We also need to hire, train, and compensate skilled employees for operations. Bottlenecks and other unexpected challenges such as those experienced in the past may arise during our production ramps, and we must address them promptly while continuing to improve manufacturing processes and reducing costs. If we are not successful in achieving these goals, we could face delays in establishing and/or sustaining our vehicle production ramp-ups or be unable to meet our related cost and profitability targets. Any delay or other complication in ramping up the production of our current products or the development, manufacture, launch and production ramp-ups of our future products, features and services, or in doing so cost-effectively and with high quality, may harm our brand, business, prospects, financial condition, and operating results.

Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward.

We had an accumulated deficit of $853.4 million as of December 31, 2024. Except for the year ended December 31, 2020, we have incurred net losses every year since our inception and expect to continue to incur net losses in 2025. We may incur significant losses in the future for a number of reasons, including the other risks described in “Risk Factors”, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown events. Accordingly, we may not be able to achieve or maintain profitability. Our management is developing plans to alleviate the negative trends and conditions described above and there is no guarantee such plans will be successfully implemented. Our business plan is focused on providing sustainable and cost-effective solutions to the commercial transportation sector but is still unproven. There is no assurance that even if we successfully implement our business plan, we will be able to curtail our losses or ever achieve profitable operations. If we incur additional significant operating losses, our stock price may significantly decline.

If our vehicles fail to perform as expected, our ability to develop, market and sell our electric vehicles could be harmed.

If our vehicles were to contain design or manufacturing defects that cause them not to perform as expected or that require repair, our ability to develop, market and sell our vehicles could be harmed. We currently have a limited frame of reference by which to evaluate the long-term quality, reliability and performance characteristics of our vehicles, battery packs and other products, particularly our new chassis platforms, the W4 CC, W750, and W56. There can be no assurance that we will be able to detect and repair any defects in our products before commencing the sale of our vehicles.

In addition, the performance specifications of our vehicles may vary from our current estimates and could change over time and from vehicle to vehicle based on a number of factors, including the manner in which the vehicle is used or maintained, driving conditions and weather and other environmental conditions where the vehicle is used. While we perform extensive internal testing on our vehicles, we currently have a limited frame of reference by which to evaluate detailed long-term quality, reliability, durability and performance characteristics of our battery packs, powertrains and vehicles. There can be no assurance that any of our products will perform in accordance with our published specifications, consistently or at all.

We currently have a limited number of customers and prospective customers, with no long-term agreements with existing customers, and we expect that a significant portion of our future sales will be from a limited number of customers. The loss of any of these customers could materially harm our business.

A significant portion of our projected future revenue is expected to be generated from a limited number of dealers and fleet customers. Additionally, much of our business model is focused on building relationships with a few large dealers and fleet customers. Currently, we have no contracts with customers that include long-term commitments or minimum volumes to ensure future sales of vehicles. As such, a customer may take actions that negatively affect us for reasons we cannot anticipate or control, such as a customer’s financial condition, changes in the customer’s business strategy or operations, or the perceived performance or cost-effectiveness of our vehicles. In addition, as described above, we may not be able to meet customer requirements with the new vehicle chassis platforms we are developing and plan to offer to them. The loss of or a reduction in sales or anticipated sales to our most significant customers would have a material adverse effect on our business, prospects, financial condition and operating results.

Regulatory requirements may have a negative impact upon our business.

Our vehicles are subject to substantial regulation under federal, state, and local laws. Although standards for electric vehicles are not yet generally available or accepted as industry standards, our products may become subject to federal, state, and local regulation in the future. Compliance with these regulations could be burdensome, time consuming, and expensive.

Our products are subject to environmental and safety compliance with various federal and state regulations, including regulations promulgated by the EPA, NHTSA, FAA and various state boards, and compliance certification is required for each new model year. NHTSA is active in requesting information from vehicle manufactures regarding potential product defects and safety measures. The cost of these compliance activities and the risks, delays, and expenses incurred in connection with such compliance could be substantial.

In addition, these laws are subject to change. To the extent the laws change, or if we introduce new vehicles in the future (including, without limitation, the new vehicle chassis platforms we are developing), some or all of our vehicles may not comply with applicable federal, state, or local laws. Further, certain federal, state, and local laws and industrial standards currently regulate electrical equipment. There is also uncertainty regarding the impact of the new Presidential Administration’s policies with respect to the EV industry and government funding, incentives, tax credits, regulatory credits and tariffs, which could have a material adverse effect on our business, results of operations or financial condition. In particular, we face risks associated with changes to regulations related to the EV industry and alternative energy, such as:

•        The imposition of a carbon tax or the introduction of a cap-and-trade system on electric utilities, either of which could increase the cost of electricity and thereby the cost of operating an EV;

•        New state regulations of EV fees could discourage consumer demand for EVs;

•        The increase of subsidies for alternative fuels such as corn and ethanol could reduce the operating cost of vehicles that use such alternative fuels and gasoline, and thereby reduce the appeal of EVs;

•        Changes to the regulations governing the assembly and transportation of battery cells could increase the cost of battery cells or make such commodities more difficult to obtain;

•        New regulations regarding the content of battery cells or packs, including mineral composition, mandatory recycling, or take back programs that require us to comply with new sets of laws and regulations;

•        Changes in regulation that affect vehicle design or engineering, for example relating to the noise required to be emitted by EVs, may impact the design or function of EVs, and thereby lead to decreased consumer appeal; and

•        Changes in regulations governing the range and miles per gallon of gasoline-equivalent calculations could lower our vehicles’ ratings, making EVs less appealing to consumers.

To the extent the laws change or are interpreted or enforced differently, our vehicles may not comply with applicable federal, state, or local laws, which would have an adverse effect on our business. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is costly, our business, prospects, financial condition, results of operations, or cash flows would be materially and adversely affected.

We may incur costs, expenses and penalties related to regulatory matters, governmental investigations, legal proceedings and other claims, which could have a material adverse effect on our business, financial position, results of operations, cash flows or liquidity.

We are subject to extensive government regulations. Federal, state and local laws and regulations may change from time to time and our compliance with new or amended laws and regulations in the future may materially increase our costs and could adversely affect our results of operations and competitive position. In addition, violations of the laws and regulations to which we are subject could result in civil and criminal fines, penalties and sanctions against us, our officers or our employees, as well as prohibitions on the conduct of our business, and could also materially affect our reputation, business and results of operations. On April 19, 2024, Coulomb Solutions Inc. (“CSI”), a supplier to us of certain of the batteries used in our vehicles, filed a complaint against us in the United States District Court for the Eastern District of Michigan. This or other litigation could also materially affect our reputation, business and results of operations.

Pandemics, epidemics, disease outbreaks and other public health crises, such as the COVID-19 pandemic, have disrupted our business and operations, and future public health crises could materially adversely impact our business, financial condition, liquidity and results of operations.

Pandemics, epidemics, or disease outbreaks in the U.S. or globally, including the COVID-19 pandemic, have disrupted, and may in the future, disrupt our business, which could materially affect our financial condition, liquidity, and results of operations as well as future expectations. Any such events may adversely impact our global supply chain in the U.S., China and elsewhere. In particular, we could experience among other things: (1) continued or additional global supply disruptions, including with our third-party manufacturers, upon whom we rely to provide certain parts incorporated into our vehicles; (2) labor disruptions; (3) an inability to manufacture our vehicles; (4) an inability to sell to our customers; (5) a decline in customer demand during and following any pandemic; and/or (6) an impaired ability to access credit and capital markets. Any new pandemic or other public health crises, or future public health crises, could have a material impact on our business, financial condition and results of operations going forward.

Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

As we begin to implement and ramp up our manufacturing capabilities, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the uncertainties related to our lack of historical operations in a highly regulated and rapidly evolving industry, we may be hindered in our ability to anticipate and adapt to increases or decreases in revenues or expenses. If we make poor budgetary decisions as a result of limited historical data, we could be less profitable or incur losses.

We do not receive progress payments on orders of our vehicles, and if a purchaser fails to pay upon delivery, we may not be able to recoup the costs we incurred in producing such vehicles.

Our arrangements with existing customers do not provide for progress payments as we begin to fulfill orders. Customers are only required to pay us upon delivery of vehicles. If a customer fails to take delivery of an ordered vehicle or fails to pay for such vehicle, we may not receive cash to offset the production expenses of such vehicle, which could adversely affect our cash flows.

Our business, prospects, financial condition and operating results will be adversely affected if we cannot reduce and adequately control the costs and expenses associated with operating our business, including our material and production costs.

We incur significant costs and expenses related to procuring the materials, components and services required to develop and produce our electric vehicles. We continually work on cost-down initiatives to reduce our cost structure so we may effectively compete. If we are unable to reduce our costs and expenses, our net losses will continue.

The demand for commercial electric vehicles depends, in part, on the continuation of current trends resulting from dependence on fossil fuels. Extended periods of low diesel or other petroleum-based fuel prices could adversely affect demand for our vehicles, which would adversely affect our business, prospects, financial condition, and operating results.

We believe much of the present and projected demand for commercial electric vehicles results from concerns about volatility in the cost of petroleum-based fuel, the dependency of the United States on oil from unstable or hostile countries, government regulations and economic incentives promoting fuel efficiency and alternative forms of energy, as well as the belief that climate change results in part from the burning of fossil fuels. If the cost of petroleum-based fuel decreased significantly, the outlook for the long-term supply of oil to the United States improved, the government eliminated or modified its regulations or economic incentives related to fuel efficiency and alternative forms of energy, or if there is a change in the perception that the burning of fossil fuels negatively impacts the environment, the demand for commercial electric vehicles could be reduced, and our business and revenue may be harmed.

Diesel and other petroleum-based fuel prices have been extremely volatile, and we believe this volatility will persist. Lower diesel or other petroleum-based fuel prices over extended periods of time may lower the perception in government and the private sector that cheaper, more readily available energy alternatives should be developed and produced. If diesel or other petroleum-based fuel prices remain at deflated levels for extended periods of time, the demand for commercial electric vehicles may decrease, which would have an adverse effect on our business, prospects, financial condition, and operating results.

Our future growth depends on the willingness of operators of commercial vehicle fleets to adopt electric vehicles and on our ability to produce, sell and service vehicles that meet their needs. This often depends upon the cost for an operator adopting electric vehicle technology as compared to the cost of traditional internal combustion technology.

Our growth depends on the adoption of electric vehicles by operators of commercial vehicle fleets and on our ability to produce, sell and service vehicles that meet their needs. The entry of commercial electric vehicles into the medium-duty commercial vehicle market is a relatively new development, particularly in the United States, and is characterized by rapidly changing technologies and evolving government regulation, industry standards and customer views of the merits of using electric vehicles in their businesses. This process has been slow because, without including the impact of government or other subsidies and incentives, the purchase prices for our commercial electric vehicles would be higher than the purchase prices for diesel-fueled vehicles. Our growth has also been negatively impacted by the relatively low price of oil in previous years.

Our success depends on our ability to develop and market products that are recognized and accepted as reliable, enabling and cost-effective and our ability to convince potential customers that our products and technology are an attractive alternative to existing products and technology. Prior to adopting our products and technology, some customers may need to devote time and effort to testing and validating our systems. Any failure to meet these customer benchmarks could result in potential customers choosing to retain their existing vehicles or to purchase vehicles other than ours. If the market for electric vehicles in general, and our vehicles in particular, do not develop as we expect, develops more slowly than we expect, or if demand for our vehicles decreases in our markets, our business, prospects, financial condition and operating results could be harmed.

If the market for commercial electric vehicles does not develop more broadly and quickly than it is currently developing, our business, prospects, financial condition and operating results will be adversely affected.

As part of our sales efforts, we must educate fleet managers as to the economical savings we believe they will achieve over the life of the vehicle. As such, we believe operators of commercial vehicle fleets should consider a number of factors when deciding whether to purchase our commercial electric vehicles (or commercial electric vehicles generally) or vehicles powered by internal combustion engines, particularly diesel-fueled or natural gas-fueled vehicles. We believe these factors include:

•        the difference in the initial purchase prices of commercial electric vehicles and vehicles with comparable gross vehicle weight powered by internal combustion engines, both including and excluding the impact of government and other subsidies and incentives designed to promote the purchase of electric vehicles;

•        the total cost of ownership of the vehicle over its expected life, which includes the initial purchase price and ongoing operating and maintenance costs;

•        the availability and terms of financing options for purchases of vehicles and, for commercial electric vehicles, financing options for battery systems;

•        the availability of tax and other governmental incentives to purchase and operate electric vehicles and future regulations requiring increased use of nonpolluting vehicles;

•        government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

•        fuel prices, including volatility in the cost of diesel;

•        the cost and availability of other alternatives to diesel fueled vehicles, such as vehicles powered by natural gas;

•        changes in attitudes toward corporate sustainability initiatives;

•        commercial electric vehicle quality, performance and safety (particularly with respect to lithium-ion battery packs);

•        the quality and availability of service for the vehicle, including the availability of replacement parts;

•        the range over which commercial electric vehicles may be driven on a single battery charge;

•        access to charging stations and related infrastructure costs, and standardization of electric vehicle charging systems;

•        electric grid capacity and reliability; and

•        macroeconomic factors.

If, in weighing these factors, operators of commercial vehicle fleets determine there is not a compelling business justification for purchasing commercial electric vehicles, particularly those we produce and sell, then the market for commercial electric vehicles may not develop as we expect or may develop more slowly than we expect, which would adversely affect our business, prospects, financial condition and operating results.

Further, recent executive orders indicate an intention to reverse much of the previous administration’s policy directives related to clean energy and EVs. This policy shift may reduce governmental incentives and subsidies for EVs, potentially chilling customer demand and impacting our future growth prospects. These recent executive orders may also face legal challenges that could delay or alter their implementation. The possibility of enacting these new policies, including the legal durability of said actions, introduces uncertainty into the regulatory environment, potentially affecting our business, prospects, financial condition, results of operations, and cash flows.

In addition, a significant number of electric vehicle suppliers have reduced their operations, been acquired on terms unfavorable to them or ceased operations in recent years, because demand for such vehicles has not increased in accordance with expectations at the time such suppliers entered the market. Accordingly, the future of the electric vehicle market, particularly the portion of the market in which we operate, is substantially uncertain. If market conditions do not improve significantly, it is unlikely that we will be able to continue to operate in the long term, even if we are able to address the immediate and short-term liquidity needs.

We currently do not have and do not expect to have a significant number of long-term supply contracts with guaranteed pricing which exposes and will expose us to fluctuations in component, materials and equipment prices. Substantial increases in these prices would increase our operating costs and could adversely affect our business, financial position, results of operations, cash flows or liquidity.

Because we currently do not have and do not expect to have long-term supply contracts with guaranteed pricing, we are and will be subject to fluctuations in the prices of the raw materials, parts and components and equipment we use in the production of our vehicles. Substantial increases in the prices for such raw materials, components and equipment would increase our operating costs and could reduce our margins if we cannot recoup the increased costs through increased vehicle prices. Any attempts to increase the announced or expected prices of our vehicles in response to increased costs could be viewed negatively by our customers and could adversely affect our business, financial position, results of operations, cash flows or liquidity.

If we are unable to scale our operations at our Union City, IN facility in an expedited manner from our limited low volume production to high volume production, our business, financial position, results of operations, cash flows and liquidity will be adversely affected.

We are assembling our vehicles at our Union City, IN facility which has been acceptable for our historical orders. To satisfy increased demand, we will need to quickly scale operations in our Union City, IN facility as well as scale our supply chain including access to batteries. Such a substantial and rapid increase in operations may strain our management capabilities. Our business, financial position, results of operations, cash flows and liquidity could be adversely affected if we experience disruptions in our supply chain, if we cannot obtain materials of sufficient quality at reasonable prices or if we are unable to scale our Union City, IN facility.

We depend upon key personnel and need additional personnel. The loss of key personnel or the inability to attract additional personnel may adversely affect our business and results of operations.

Our success depends on the continuing services of our executive leadership team and top management. The loss of any of these individuals could have a material and adverse effect on our business operations. Additionally, the success of our operations will largely depend upon our ability to successfully attract and maintain other competent and qualified key management personnel. As with any company with limited resources, there can be no guarantee we will be able to attract such individuals or the presence of such individuals will necessarily translate into profitability for our Company. Our inability to attract and retain key personnel may materially and adversely affect our business operations. Any failure by our management to effectively anticipate, implement, and manage the changes required to sustain our growth would have a material adverse effect on our business and results of operations.

We face intense competition. Some of our competitors have substantially greater financial or other resources, longer operating histories and greater name recognition than we do and could use their greater resources and/or name recognition to gain market share at our expense or could make it very difficult for us to establish market share.

Companies currently competing in the fleet logistics market offering alternative fuel medium-duty vehicles include General Motors, Ford Motor Company and Freightliner. There are also a number of new, well capitalized entrants into the market place. Ford and Freightliner are currently selling alternative fuel fleet vehicles including hybrids and General Motors has recently brought a medium duty electric delivery van to market under its Chevrolet — Brightdrop brand to market. General Motors, Ford and Freightliner have substantially more financial resources, established market positions, long-standing relationships with customers and dealers, and have more significant name recognition, technical, marketing, sales, financial and other resources than we do.

The resources available to our competitors to develop new products and introduce them into the marketplace exceed the resources currently available to us. As a result, our competitors may be able to compete more aggressively and sustain that competition over a longer period than we can. This intense competitive environment may require us to make changes in our products, pricing, licensing, services, distribution, or marketing to develop a market position. Each of these competitors has the potential to capture significant market share in our target markets, which could have an adverse effect on our position in our industry and on our business and operating results. This competition could have a negative impact on revenues, margins and/or a market share, any of which may adversely affect our business, financial condition and results of operations.

Our electric vehicles compete for market share with vehicles powered by other vehicle technologies that may prove to be more attractive than ours.

Our target market currently is serviced by manufacturers with existing customers and suppliers using proven and widely accepted fossil fuel technologies. Additionally, our competitors are working on developing technologies that may be introduced in our target market. If any of these alternative technology vehicles can provide lower fuel costs, greater efficiencies, greater reliability or otherwise benefit from other factors resulting in an overall lower total cost of ownership, this may negatively affect the commercial success of our vehicles or make our vehicles uncompetitive or obsolete.

Changes in the market for electric vehicles could cause our products to become obsolete or lose popularity.

The modern electric vehicle industry is in its infancy and has experienced substantial change in the last few years. Although a significant number of suppliers entered the electric vehicle industry in recent years, demand for electric vehicles has been slower than forecasted by industry experts. As a result, growth in the electric vehicle industry depends on many factors outside our control, including, but not limited to:

•        continued development of product technology, especially batteries;

•        perceptions about electric vehicle quality, safety, design, performance and cost;

•        perceptions about the total cost of ownership of electric vehicles, including the initial purchase price and operating and maintenance costs;

•        the environmental consciousness of customers;

•        the ability of electric vehicles to successfully compete with vehicles powered by internal combustion engines;

•        the availability of other alternative fuel vehicles, including plug-in hybrid electric vehicles; and

•        the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles.

We cannot assume growth in the electric vehicle industry will continue. Our business will suffer if the electric vehicle industry does not grow or grows more slowly than it has in recent years or if we are unable to maintain the pace of industry demands. In addition, policy shifts, including those resulting from the new Presidential Administration, may have a material and adverse effect on the demand and market for EVs, including our products.

We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our business and competitive position.

Our products and the new products we are developing under our strategic roadmap are designed for use with, and are dependent upon, existing electric vehicle technology. As technologies change, we plan to upgrade or adapt our products to continue to provide products with the latest technology. However, our products may become obsolete or our research and development efforts may not be sufficient to adapt to changes in or to create the necessary technology. Thus, our potential inability to adapt and develop the necessary technology may harm our business and competitive position.

The failure of certain key suppliers to provide us with the necessary components of our products according to our schedule and at price, quality levels and volumes acceptable to us could have a severe and negative impact upon our business.

We rely and will rely on various suppliers to provide critical components and materials used in our vehicles, including our battery packs. However, we have a limited number of definitive supply agreements. Changes in business conditions, pandemics, wars, including the conflicts in Ukraine and the Middle East and resulting sanctions, and other factors beyond our control or which we do not presently anticipate could negatively affect our ability to receive components. If component suppliers become unwilling or unable to provide components, there are a limited number of alternative suppliers who could provide them and the price for them could be substantially higher. A failure by our major suppliers to provide these components could severely restrict our ability to manufacture our products and prevent us from fulfilling customer orders in a timely fashion.

Continued disruption of supply, shortage of materials or increases in costs, in particular for battery packs could harm our business.

Our ability to manufacture our vehicles depends on the continued supply of battery packs, including the competent battery cells, used in our products. We have in the past experienced a battery pack supply chain constraint as a result of our existing supplier’s inability to keep up with volume requirements. We continue to work with our current supplier to overcome these supply constraints and have also begun collaborating with an additional supplier, subject to appropriate testing, to further expand our battery pack options.

Product liability or other claims could have a material adverse effect on our business.

The risk of product liability claims, product recalls, and associated adverse publicity is inherent in the manufacturing, marketing, and sale of electric vehicles. Although we have product liability insurance for certain of our consumer and commercial products, that insurance may be inadequate to cover all potential product claims. Any product recall or lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our business and financial condition. We may not be able to secure additional product liability insurance coverage on acceptable terms or at reasonable costs when needed. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product recall, such as the one we initiated in 2021, could generate substantial negative publicity about our products and business and inhibit or prevent commercialization of other future product candidates. We cannot provide assurance such claims and/or recalls will not be made in the future.

Our success may depend on protecting our intellectual property rights.

We rely on trade secret protections to protect our proprietary technology as well as registered patents and patent applications. Our patents and patent applications relate to the vehicle chassis assembly, vehicle header and drive module, manifold for electric motor drive assembly, onboard generator drive system for electric vehicles. Our success will, in part, depend on our ability to obtain additional trademarks and patents. We are working on registering additional patents and trademarks with the United States Patent and Trademark Office. Although we have entered into confidentiality agreements with our employees and consultants, we cannot be certain others will not gain access to these trade secrets. Others may independently develop substantially equivalent proprietary information and technologies or otherwise gain access to our trade secrets. Therefore, we may be subject to disputes with our employees over ownership of any new technologies or enhancements such employees help to develop.

We may be exposed to liability for infringing upon the intellectual property rights of other companies.

Our success will, in part, depend on our ability to operate without infringing on the proprietary rights of others. Although we have conducted searches and are not aware of any patents and trademarks which our products or their use might infringe, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to the great amount of time lost and negative publicity, in defending any patent or trademark infringement suits or in asserting any patent or trademark rights, in a suit with another party. In the event that a claim relating to intellectual property is asserted against us, we may need to seek licenses to such intellectual property which could result in significant costs, including substantial licensing fees or royalties.

Our business may be adversely affected by union activities.

Although none of our employees are currently represented by a labor union, it is common throughout the automotive industry for many employees to belong to a union, which can result in higher employee costs and increased risk of work stoppages. Our employees may join or seek recognition to form a labor union, or we may be required to become a union signatory. Our production facility in Union City, IN was purchased from Navistar. Prior employees of Navistar were union members and our future work force at this facility may be inclined to vote in favor of forming a labor union. Furthermore, we are directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If a work stoppage occurs, it could delay the manufacture and sale of our vehicles and have a material adverse effect on our business, prospects, operating results or financial condition. The mere fact our labor force could be unionized may harm our reputation in the eyes of some investors. Consequently, the unionization of our labor force could negatively impact our company.

Our electric vehicles make use of lithium-ion battery cells, which, if not appropriately managed and controlled, have occasionally been observed to catch fire or vent smoke and flames. If such events occur in our electric vehicles, we could face liability associated with our warranty, for damage or injury, adverse publicity and a potential safety recall, any of which would adversely affect our business, prospects, financial condition and operating results.

The battery packs in our electric vehicles use lithium-ion cells, which have been used for years in laptop computers and cell phones. On occasion, if not appropriately managed or subjected to environmental stresses, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can

ignite nearby materials. Highly publicized incidents of electric vehicles, laptop computers and cell phones bursting into flames have focused consumer attention on the safety of these cells. These events also have raised questions about the suitability of these lithium-ion cells for automotive applications. There can be no assurance that a field failure of our battery packs will not occur, which would damage the vehicle or lead to personal injury or death and may subject us to lawsuits. Furthermore, there is some risk of electrocution if individuals who attempt to repair battery packs on our vehicles do not follow applicable maintenance and repair protocols. Any such damage or injury would likely lead to adverse publicity and potentially a safety recall. Any such adverse publicity related to the suitability of lithium-ion cells for automotive applications, the social and environmental impacts of mineral mining or procurement associated with the constituents of lithium-ion cells, or any future incident involving lithium-ion cells, such as a vehicle or other fire could adversely affect our reputation, business, prospects, financial condition and operating results.

Increasing scrutiny and changing requirements, attitudes or expectations from global regulators, our investors, consumers, employees, and other stakeholders with respect to our environmental, social, and governance (“ESG”) practices may impose additional costs on us or expose us to new or additional risks.

Companies across many industries are facing increasing scrutiny related to their ESG practices and reporting. U.S. regulators, investors, consumers, employees, and other stakeholders have focused increasingly on ESG practices and placed increasing importance on the implications and social cost of their investments, purchases, and other interactions with companies. With this increased focus, public reporting regarding ESG practices is more broadly expected. Any failure or perceived failure to accomplish or accurately track and report on our ESG initiatives on a timely basis or to meet regulators, investor, consumer, employee or other stakeholder expectations on ESG matters, particularly because our mission is to create innovative and technologically advanced products with the goal of accelerating the global transition to zero-emission electric delivery vehicles, could adversely affect our brand and reputation, our employees’ engagement and retention and the willingness of our customers and partners to do business with us. At the same time, there exists some, and there may be further, softening of ESG support among some stakeholders and government institutions, and we could be criticized by some for the scope or nature of our ESG initiatives or goals or for any revisions to these initiatives or goals. Recent executive orders by the new Presidential Administration indicate an intention to reverse much of the previous administration’s policy directives related to clean energy, the reduction of emissions, and general support for electric vehicles. We could also be subjected to negative responses by governmental authorities (such as anti-ESG legislation or retaliatory legislative treatment) or consumers or business partners (such as boycotts or negative publicity campaigns) targeting us that could adversely affect our business, prospects, financial condition, results of operations, and cash flows.

We face risks associated with security breaches through cyber-attacks, cyber intrusions, or otherwise, which could pose a risk to our systems, networks and services.

We face risks associated with cyber-attacks, including hacking, viruses, malware, denial of service attacks, ransomware or other data security breaches. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions around the world have increased. Our business requires the continued operation of information systems and network infrastructure. In the event of a cyber-attack that we were unable to defend against or mitigate, we could have our operations and the operations of our customers and others disrupted. We could also have our financial and other information systems and network infrastructure impaired, property damaged and customer and employee information stolen; experience substantial loss of revenues, response costs and other financial loss; and be subject to increased regulation, litigation, penalties and damage to their reputation. While we maintain cyber insurance providing coverages, such insurance may not cover all costs associated with the consequences of personal and confidential proprietary information being compromised. A security breach or other significant disruption involving computer networks and related systems could cause substantial costs and other negative effects, including litigation, remediation costs, costs to deploy additional protection strategies, compromising of confidential information, and reputational damage adversely affecting investor confidence. As a result, in the event of a material cyber security breach, our results of operations could be materially, adversely affected.

Risks Related to Our Financing Arrangements

We have substantial indebtedness, and our ability to repay and refinance our existing indebtedness and obtain new financing depends on the outcome of the Merger.

As of June 30, 2025, $33.6 million aggregate principal amount remained outstanding under the 2024 Notes. As described in more detail in this proxy statement, on August 15, 2025, we (i) completed the Sale Leaseback for a purchase price, before fees and expenses, of $20 million, (ii) entered into the Merger Agreement, which contemplates our entry into the Closing Debt Financing, which would provide us with up to $20 million in available capital, (iii) issued the Convertible Note with a principal amount of $5 million, and (iv) entered into the Repayment Agreement, pursuant to which we would effect the Repayment of our outstanding obligations under the 2024 Notes and would effect the Exchange for all of the outstanding 2024 Warrants.

As a result, our current plans to finance our operations are tied to the consummation of the Merger and the related transactions contemplated by the Merger Agreement. If the Merger were to fail our obligations under the Convertible Note would become due, we may owe a termination fee pursuant to the Merger Agreement, and we may be unable to complete the Repayment and Warrant Exchange. In addition, we would not obtain financing from the Closing Debt Financing or the Equity Financing. Following the Sale Leaseback in which we sold our Union City, Indiana manufacturing facility, we will be unable to pledge such facility as collateral to secure financing, which may impede our ability to obtain debt financing on acceptable terms, or at all. If we are unable to consummate the Merger, we may not be able to satisfy the obligations under our financing arrangements and may be unable to obtain additional financing, which could cause our results of operations and financial condition to suffer and may force us to pursue bankruptcy.

Risks Related to Owning Our Common Stock

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

We have identified a material weakness that existed as of December 31, 2023 related to our review of third-party valuation deliverables regarding our convertible debt and warrant liability. Also, during the third quarter 2024, we identified a material weakness related to the sufficiency and competency of our accounting personnel due to additional time needed to review technical accounting and financial reporting guidance impacting financial reporting requirements.

The remediation plans are actively underway, and management will continue to monitor its effectiveness. Until the identified material weaknesses are fully remediated and operating effectively for a sustained period, management will continue to assess and enhance internal controls. While management has taken steps to remediate these control weaknesses, the material weaknesses may still be unresolved. Consequently, our internal control over financial reporting was not effective as of June 30, 2025.

Unless and until these material weaknesses have been remediated, or if new material weaknesses arise in the future, material misstatements could occur and go undetected in our interim or annual Consolidated Financial Statements, and we may be required to restate our financial statements. In addition, we may experience delays in satisfying our reporting obligations or to comply with SEC rules and regulations, which could result in, among other things, regulatory or enforcement actions, securities litigation, limitations on our ability to access capital markets, debt rating agency downgrades or rating withdrawals, or loss in confidence of our investors, any one of which could adversely affect the valuation of Workhorse Common Stock and our business prospects. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting.

Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.

The equity trading markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of Workhorse Common Stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition. In addition, the trading volume in Workhorse Common Stock may fluctuate and cause significant price variations to occur. We have experienced significant volatility in the price of our stock. In addition, the stock markets in general can experience considerable price and volume fluctuations.

We have not paid cash dividends in the past and have no immediate plans to pay cash dividends.

We plan to reinvest all of our earnings, to the extent we have earnings, in order to develop our products, deliver on our orders and cover operating costs and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our securities in the foreseeable future. We cannot assure stockholders that we would, at any time, generate sufficient surplus cash that would be available for distribution to the holders of Workhorse Common Stock as a dividend. Therefore, stockholders should not expect to receive cash dividends on Workhorse Common Stock.

Stockholders may experience future dilution as a result of our existing and future financings.

In order to raise additional capital, we may in the future offer additional shares of our Workhorse Common Stock or other securities convertible into or exchangeable for Workhorse Common Stock, including under our ATM Agreement and the 2024 Securities Purchase Agreement, at prices that may not be the same as the price per share in our prior offerings. In addition, the 2024 Note Holder’s conversion of 2024 Notes or exercise of 2024 Warrants would likely be highly dilutive to investors in Workhorse Common Stock. We may sell shares or other securities in any future offering at a price per share that is lower than the price per share paid by historical investors, which would result in those newly issued shares being dilutive. In addition, investors purchasing shares or other securities could have rights superior to existing stockholders, which could impair the value of existing stockholders. The price per share at which we sell additional shares of Workhorse Common Stock, or securities convertible or exchangeable into Workhorse Common Stock, in future transactions may be higher or lower than the price per share paid by our historical investors.

In addition, the expected terms of any future financing may be dilutive to investors. Among other things, these terms may include convertibility of a debt instrument or preferred instrument into Workhorse Common Stock at a discount to current or historical market prices, which may result in substantial dilution to our existing investors, particularly if immediately before any such conversion our stock price is below the price per share paid by historical investors. Other possible terms, such as original issue discount, Workhorse Common Stock-settled redemption premiums or default penalties and substantial warrant coverage, could also have a dilutive effect, especially if Workhorse Common Stock price remains lower than the price paid by our historical investors.

Our charter documents and Nevada law may inhibit a takeover that stockholders consider favorable.

Provisions of our certificate of incorporation and bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. The provisions in our certificate of incorporation and bylaws:

•        Limit who may call stockholder meetings;

•        Do not provide for cumulative voting rights; and

•        Provide that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

There are limitations on director/officer liability.

As permitted by Nevada law, our certificate of incorporation limits the liability of our directors and officers for monetary damages for breach of a director’s or officer’s fiduciary duty except for liability in certain instances. As a result of our charter provision and Nevada law, stockholders may have limited rights to recover against directors or officers for breach of fiduciary duty. In addition, our certificate of incorporation provides that we shall indemnify our directors and officers to the fullest extent permitted by law.

Risks Related to Motiv

Motiv has a history of losses, may not be able to adequately control the costs associated with its operations, and may not achieve or maintain profitability in the future.

To date, Motiv has maintained operations through the continued funding by Motiv’s controlling stockholder and will require significant capital to fund its operations and continue as a going concern. To become profitable, Motiv must generate and sustain higher revenue levels in future periods, and even if it does, it may not be able to maintain or increase profitability. Motiv incurs significant costs and expenses related to procuring the materials, components and services required to develop and produce electric vehicles. Motiv continually works to control the costs associated with its operations in order to effectively compete, but if it is unable to control these costs and expenses, even with higher revenues, its net losses are likely to continue.

Motiv’s product development and market expansion efforts may be unsuccessful.

To succeed, it is critical that Motiv grow its sales and form and expand relationships with its customers and other commercial partners, including suppliers and other vendors. Customers may be less likely to purchase Motiv’s products if they do not believe that its business will succeed or that its operations, including service and customer support operations, will continue for many years. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with Motiv if they are not convinced that its business will succeed. Accordingly, to build, maintain and grow the business, Motiv must establish and maintain confidence among customers, suppliers, and other parties with respect to its liquidity and long-term business prospects, which may prove difficult, as without additional capital investment or financing, Motiv would be unable to continue operations given that it operates at a net loss. Motiv also faces significant competition from existing and new entrants in its market, including companies that may have greater resources than Motiv. Similarly, while regulatory developments, including zero-emission requirements, may benefit Motiv by increasing demand for its products and interest in its space, changes in those regulatory requirements have and could continue to adversely affect Motiv’s market opportunity and in turn, its performance. Motiv is also subject to numerous operational and technical risks in the production, servicing and development of its products. For all of these reasons, Motiv may be unsuccessful in achieving new sales, forming commercial relationships, bringing its proprietary chassis to market and/or developing next generation products.

Recent changes to federal and state emissions and fuel economy standards, elimination of some credit and incentive programs, and potential additional regulatory changes could have an adverse effect on the business, prospects, financial condition and operating results.

Motiv believes that the availability of government subsidies and incentives, including, without limitation, (i) California HVIP, (ii) the New Jersey Zero-Emissions Incentive Program (“NJ ZIP”), (iii) the New York Truck Voucher Incentive Program (“NYTVIP”), and (iv) the Washington Zero Emissions Incentive Program (“WAZIP” and together with HVIP, NJ ZIP, NYTVIP, the “Incentive Programs”), is an important factor considered by customers when purchasing vehicles. Motiv’s growth depends in part on the availability and amounts of such subsidies and incentives. Many current and prospective customers seek to leverage the Incentive Programs. If Motiv’s vehicles fail to qualify for the Incentive Programs, or it experiences a material delay in obtaining qualification for the Incentive Programs, Motiv’s business, financial condition and results of operations could suffer. Any reduction, elimination or adverse application of the Incentive Programs or other government subsidies and incentives also may result in the diminished price competitiveness of the alternative fuel vehicle industry, including Motiv vehicles.

Recent changes to federal law and regulations could cause reduced demand in the United States for electric and other alternative fuel vehicles, including Motiv vehicles, and could have adverse effects on Motiv’s business, prospects, financial condition and operating results. These changes include, but are not limited to:

•        An Environmental Protection Agency (“EPA”) proposal to reconsider increasingly stringent vehicle greenhouse gas emissions standards for model year 2027 and later light-duty, medium-duty, and heavy-duty vehicles and to terminate the Electric Vehicle Mandate from the prior presidential administration.

•        Congressional repeal of monetary penalties for non-compliance with the Department of Transportation (“DOT”) Corporate Average Fuel Economy (“CAFE”) standards.

•        The DOT National Highway Traffic Safety Administration interpretive rule finding existing CAFE standards unlawful and announcing intention to revise standards for model year 2026 and later.

•        Congressional repeal of tax credits for purchasers of electric vehicles, effective after September 30, 2025.

•        The Repeal of the California Clean Air Act preemption waiver under Congressional Review Act, removing authority of California and 13 other states to impose greenhouse gas auto emissions standards that are more stringent than federal standards.

•        An EPA proposal to rescind its 2009 Greenhouse Gas Endangerment Finding, which would eliminate the basis for regulating vehicle greenhouse gas emissions under the Clean Air Act (if adopted and upheld against court challenge). If greenhouse gas emissions are no longer regulated, related credits, incentives, and penalties (including the ABT program) would also be eliminated.

Future changes by federal, state, provincial or foreign governments that reduce government incentives, requirements, or consumer demand for electric trucks could further negatively affect Motiv’s future business, prospects, and finances. Although some tax credits, other incentives, and government funding for alternative energy production, alternative fuels, electric vehicles and EV charging and infrastructure remain available in the United States, Canada and the EU, there is no guarantee that funding and incentives will be available in the future. If current government incentives and funding do not continue in the future, Motiv’s business, prospects, financial position and results of operations could be affected adversely.

Motiv has derived a significant portion of its revenue from a small number of major fleets; if future revenue derived from these fleets decreases or the timing of such revenue fluctuates, the business and results of operations could be negatively affected.

Motiv has historically derived a significant portion of its revenue from a small number of major fleets, with four fleets accounting for 61% of Motiv’s units shipped between 2020 and 2024. The loss of any one of these significant fleets as a repeat purchaser, a reduction in any future purchases of Motiv’s products by such fleets or the cancellation of significant purchases by any of these fleets would reduce Motiv’s revenue and could harm its ability to achieve or sustain expected results of operations, and a delay of significant purchases, even if only temporary, would reduce revenue in the period of the delay. Any such reduction in revenue may also impact cash resources available for other purposes, such as research and development.

Motiv identified a material weakness in its internal control over financial reporting, and Motiv may identify additional material weaknesses in the future that may cause it to fail to meet its reporting obligations or result in material misstatements of its financial statements. If Motiv fails to remediate any material weaknesses or if Motiv otherwise fails to establish and maintain effective control over financial reporting, its ability to accurately and timely report its financial results could be adversely affected and it may adversely affect its business operations and financial condition.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Motiv’s annual or interim financial statements will not be prevented or detected on a timely basis.

Motiv identified a material weakness in its internal controls over financial reporting related to the forgiveness of debt by a related party which was not in accordance with accounting principles generally accepted in the United States (GAAP). Motiv believes this material weakness was caused by insufficient internal resources in technical accounting and financial reporting, which impacted the timely internal control over financial reporting for the year ended December 31, 2024 to present the financial statements in accordance with relevant accounting standards. As a result, there was an increased risk that material misstatements could occur and not be timely identified or corrected for the year ended December 31, 2024.

Effective internal controls over financial reporting are necessary for Motiv to provide reliable financial reports and prevent fraud. In order to remediate the material weakness in internal controls over financial reporting, Motiv will engage a third-party expert to assist with the technical research and documentation of the correct accounting for all material non-standard transactions, at the time the transaction is initially recorded in its financial statements.

Although Motiv is working to remediate the identified material weakness, it cannot assure that its existing material weaknesses will be remediated or that additional material weaknesses will not exist or otherwise be discovered, any of which could adversely affect Motiv’s reputation, financial condition, and results of operations.

Motiv may not be able to successfully engage target customers or convert early pilot programs and deployments with commercial fleets into material orders or additional deployments in the future.

Motiv’s success, and Motiv’s ability to increase revenue and operate profitably, depends in part on its ability to identify target customers and to convert early pilot programs and deployments with commercial fleets into orders or additional deployments in the future. Motiv’s vehicles have been delivered to certain customers on an early trial or pilot deployment basis, where such customers have the ability to evaluate whether these vehicles meet such customers’ performance and other requirements before committing to material orders or additional deployments in the future. If Motiv is unable to meet customers’ performance requirements or industry specifications, identify target customers, convert early pilot programs and deployments in commercial fleets into material orders or obtain additional deployments in the future, Motiv’s business, prospects, financial condition and operating results may be materially and adversely affected.

Motiv is highly dependent on the services of key personnel and senior management, and if Motiv is unable to attract and retain key personnel and hire qualified management, technical and electric vehicle engineering personnel, its ability to compete could be materially and adversely affected.

Motiv’s success depends, in part, on its ability to retain key personnel. The unexpected loss of or failure to retain one or more of Motiv’s key personnel and senior management members could adversely affect the business. Motiv’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop other highly qualified personnel. Experienced and highly skilled personnel are in high demand and competition for such personnel can be intense, and Motiv’s ability to hire, attract and retain them depends in part on Motiv’s ability to provide competitive compensation. Motiv may not be able to attract, assimilate, develop or retain qualified personnel in the future, and a failure to do so could adversely affect its business, including the execution of its business strategy. Any failure by Motiv’s management team and employees to perform as expected may have a material adverse effect on its business, prospects, financial condition and operating results.

Motiv has entered and may continue to enter into agreements and non-binding purchase orders, letters of intent and memorandums of understanding or similar agreements for sales of its products, which are cancellable at the option of the customers.

Motiv has entered and may continue to enter into agreements, purchase orders, letters of intent and memorandums of understanding (“MOUs”) or similar agreements for the sale of products that may include various cancellation rights in favor of the customer. As a result, it cannot be assured that customers will not exercise their cancellation rights. In addition, Motiv has entered and may continue to enter into purchase orders, letters of intent and MOUs or similar agreements that may also be subject to other modifications. Any of these adverse actions related to these agreements, purchase orders, letters of intent, MOUs or any future customer contracts could harm Motiv’s business, prospects, financial condition and operating results.

The commercial vehicle market is highly competitive, and Motiv may not be successful in competing in this industry.

Motiv faces intense competition in bringing its products to market, including from many different sources in the commercial vehicle market for medium-duty return-to-base segments, and including existing major commercial vehicle OEMs, as well as new companies that are developing alternative fuel and electric commercial vehicles. Many of Motiv’s current and potential competitors may have significantly greater financial, technical, manufacturing, marketing and other resources than Motiv does and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products, including their vehicles. Additionally, Motiv’s competitors may also have greater name recognition, longer operating histories, larger sales forces, broader customer and industry relationships and greater resources. These competitors also compete with Motiv in recruiting and retaining qualified research and development, sales, marketing and management personnel, as well as in acquiring technologies complementary to, or necessary for, Motiv’s products. Future mergers and acquisitions activity may

result in even more resources being concentrated with competitors. In addition, Motiv competes with manufacturers of vehicles with internal combustion engines. There are no assurances that customers will choose Motiv’s vehicles over those of its competitors, or battery-electric over internal combustion engine vehicles. It is expected that additional competitors will enter the industry as well.

Motiv expects competition in the industry to intensify from the existing and future competitors as consumer demand for electric and alternative fuel vehicles increases and regulatory scrutiny on the motor vehicle industry intensifies.

Motiv’s growth is dependent upon the return-to-base segment’s willingness to adopt electric vehicles.

Motiv’s growth is highly dependent upon the adoption of electric vehicles by return-to-base delivery fleets and companies. If the market for return-to-base electric vehicles does not develop at the rate or in the manner or to the extent that Motiv expects, or if critical assumptions Motiv has made regarding the efficiency of its total cost of ownership are incorrect or incomplete, its business, prospects, financial condition and operating results could be materially and adversely affected. The rapidly evolving market for return-to-base electric vehicles is new and untested and is characterized by rapidly changing technologies, price competition, numerous competitors, evolving government regulation and industry standards and uncertain customer demands and behaviors. As a result, the market for Motiv’s products could be affected by numerous factors, such as:

•        Motiv’s failure to achieve total cost of ownership parity with internal combustion engine vehicles;

•        perceptions about electric vehicle and battery pack features, quality, safety, performance, reliability and cost;

•        perceptions about the limited range over which electric vehicles may be driven on a single charge;

•        government regulations and economic incentives;

•        the availability of tax and other government incentives to purchase and operate alternative fuel, hybrid and electric vehicles or future laws requiring increased use of such vehicles;

•        the decline of vehicle efficiency resulting from deterioration over time in the ability of a battery pack to hold a charge;

•        the availability of service and associated costs for alternative fuel, hybrid or electric vehicles;

•        competition, including from other types of alternative fuel, plug-in hybrid, electric and high fuel-economy internal combustion engine vehicles;

•        changes or improvements in the fuel economy of internal combustion engines, competitors’ vehicles and vehicle controls or competitors’ electrified systems;

•        fuel and energy prices, including volatility in the cost of fossil fuels, alternative fuels and electricity;

•        the timing of adoption and implementation of fully autonomous vehicles;

•        access to charging facilities and related infrastructure costs and standardization of electric vehicle charging systems;

•        electric grid capacity and reliability; and

•        macroeconomic factors.

The return-to-base segment and Motiv’s technology are rapidly evolving and may be subject to unforeseen changes which could adversely affect the demand for Motiv’s vehicles and other products.

The return-to-base segment is rapidly evolving, and Motiv may be unable to keep up with changes in electric vehicle technology or alternatives to electricity as a fuel source and, as a result, its competitiveness may suffer. Developments in technology or alternative technologies, such as advanced diesel, ethanol, hybrids, fuel cells, or compressed natural gas, or improvements in the fuel economy or emissions profile of the internal combustion engine,

may materially and adversely affect Motiv’s business and prospects in ways not currently anticipated. As technologies evolve, particularly battery cell technology, Motiv may plan to release refreshed versions of its vehicles, which may also negatively impact the adoption of its existing products. Any failure to successfully react to changes in existing technologies could materially harm Motiv’s competitive position and growth prospects.

The demand for electric vehicles depends, in part, on the continuation of current trends resulting from dependence on fossil fuels. Extended periods of low gasoline or other petroleum-based fuel prices could adversely affect demand for Motiv’s products.

A portion of the current and expected demand for electric vehicles results from concerns about volatility in the cost of gasoline and other petroleum-based fuel, the dependency of the United States on oil from unstable or hostile countries, government regulations and economic incentives promoting fuel efficiency and alternative forms of energy, as well as concerns about climate change resulting in part from the burning of fossil fuels. If the cost of gasoline and other petroleum-based fuel decreases significantly, the outlook for the long-term supply of oil to the United States improves, the government eliminates or modifies its regulations or economic incentives related to fuel efficiency and alternative forms of energy or there is a change in the perception that the burning of fossil fuels negatively impacts the environment, the demand for electric vehicles, including Motiv’s vehicles, could be reduced, and Motiv’s business and revenue may be harmed. For example, the current U.S. presidential administration has issued an executive order to declare a national energy emergency and facilitate the production and supply of domestic energy resources, including oil. Gasoline and other petroleum-based fuel prices have been extremely volatile, and this continuing volatility is likely to continue to persist. Lower gasoline or other petroleum-based fuel prices over extended periods of time may lower the perception in government and the private sector that cheaper, more readily available energy alternatives should be developed and produced. If gasoline or other petroleum-based fuel prices remain at deflated levels for extended periods of time, the demand for electric vehicles may decrease, which could materially and adversely affect Motiv’s business, prospects, financial condition and operating results.

Motiv is or may be subject to risks associated with strategic alliances and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future.

Motiv has entered into agreements with certain key manufacturers, suppliers and development partners to form strategic alliances with such third-parties, and may in the future enter into additional strategic alliances or joint ventures or minority equity investments, in each case with various third-parties for the manufacture of its products. There is no guarantee that any of these agreements will lead to any binding agreements or lasting or successful business relationships with such key suppliers and development partners. If these strategic alliances are established, Motiv may be subjected to several risks, including risks associated with sharing proprietary information, non-performance by the third-party, unforeseen bankruptcy of the third-party, the third-party’s exit from the product line, and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect the business. Motiv may have limited ability to monitor or control the actions of these third-parties and, to the extent any of these strategic third-parties suffer negative publicity or harm to their reputation from events relating to Motiv’s business, Motiv may suffer negative publicity or harm to reputation by virtue of the association with any such third-party.

Strategic business relationships are expected to be an important factor in the growth and success of Motiv’s business. However, there are no assurances that Motiv will be able to continue to identify or secure suitable business relationship opportunities in the future, and competitors may capitalize on such opportunities first. Moreover, identifying such opportunities could require substantial management time and resources, and negotiating and financing relationships involves significant costs and uncertainties. If Motiv is unable to successfully source and execute on strategic relationship opportunities in the future, its overall growth could be impaired, and its business, prospects, financial condition and operating results could be materially and adversely affected.

Motiv has experienced and may in the future experience significant delays in the design, manufacturing and wide-spread deployment of products.

There are often delays in the design, development, manufacturing and release of new products, and to the extent Motiv experiences delays in the launch or manufacture of products, its growth prospects could be adversely affected. Motiv has experienced delays in production activities due to its adoption of product quality improvement programs, which have resulted in changes to its bills of materials and corresponding delays in procuring the requisite materials to produce its vehicles. If Motiv is not able to coordinate the manufacturing of sufficient vehicles that meet

its specifications, it may need to partner with additional contract manufacturers or expand its own manufacturing capabilities, which may cause Motiv to incur additional costs and delay deployment of products. Furthermore, Motiv relies on third-party suppliers for the provision and development of many of the key components and materials used in products, and to the extent there are any delays in the supply, Motiv may need to seek alternative suppliers. Delays by third-party outsourcing partners or suppliers could result in delays in delivering on the expected timelines.

Goods imported to the U.S. are subject to significant import tariffs, which are expected to increase, and these tariffs negatively impact Motiv’s financial performance, financial position, and financial results.

Motiv sources components and parts to build its all-electric vehicles from suppliers globally, and the importation of these parts and components to North America are subject to tariffs which have recently increased and may increase further. The current U.S. presidential administration has significantly increased tariffs on U.S. imports from virtually every country in the world. These tariffs have been in many cases amended, postponed, or changed in other ways since their initial announcements, and this has resulted in uncertainty over the quantum and duration of tariffs, and this lack of clarity has made it difficult to manage and mitigate the impacts of tariffs. The increase in and lack of clarity regarding tariffs on certain parts and components used in the manufacture of electric vehicles that are imported to the U.S. from suppliers globally has increased costs for Motiv, resulted in certain customers delaying or deferring purchases and led to delays on the processing and inspection of imported goods to the U.S. The increased tariffs and importation delays are likely to increase Motiv’s costs and negatively impact its financial results.

Motiv has been and may continue to be impacted by macroeconomic conditions, including rising inflation rates, supply chain disruption and geopolitical events.

In recent years, the United States and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. Economic uncertainty and associated macroeconomic conditions, including high volatility and uncertainty in the capital markets including as a result of inflation and interest rate spikes, supply chain disruption and geopolitical events, make it difficult for Motiv’s customers and Motiv to accurately forecast and plan future business activities, and could cause customers to slow spending on Motiv’s products and services. Furthermore, during uncertain economic times, Motiv’s customers may face issues gaining timely access to sufficient funding, which could result in an impairment of their ability to make timely payments to Motiv. A weak or declining economy could also strain Motiv’s suppliers, possibly resulting in supply disruption. In addition, there is a risk that Motiv’s current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which would directly affect Motiv’s ability to attain its operating goals on schedule and on budget.

A significant downturn in economic activity, or general spending on transit or commercial vehicle electrification technologies, may cause Motiv’s current or potential customers to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on electric commercial vehicles and related technologies. In addition, Motiv customers may delay or cancel projects to upgrade or replace existing vehicles in their fleets, or other projects to electrify commercial vehicle fleets, with Motiv’s products or seek to lower their costs by renegotiating contracts. Moreover, competitors may respond to challenging market conditions by lowering prices and attempting to lure away Motiv’s customers.

Given the global nature of Motiv’s supply chain, global political, economic, and other conditions may adversely affect Motiv’s business and results of operations in ways it cannot foresee. War and economic dislocations may spur recessions, economic downturns, slowing economic growth and social and political instability; commodity shortages, supply chain risks and price increases; instability in U.S. and global capital and credit markets which could impact Motiv, its suppliers and customers; and currency exchange rate fluctuations among other impacts that adversely affect Motiv’s business or results of operations.

Motiv may not succeed in establishing, maintaining and strengthening the Motiv brand, which would materially and adversely affect customer acceptance of its vehicles and components and its business, revenues and prospects.

Motiv’s business and prospects heavily depend on its ability to develop, maintain and strengthen the Motiv brand. Any failure to develop, maintain and strengthen this brand may materially and adversely affect Motiv’s ability to sell electric vehicles. If Motiv is not able to establish, maintain and strengthen its brand, it may lose the opportunity to expand its customer base. Promoting and positioning the Motiv brand will depend significantly on

Motiv’s ability to provide high quality electric vehicles and maintenance and repair services. In addition, Motiv’s ability to develop, maintain and strengthen the Motiv brand will also depend heavily on the success of its marketing efforts. To further promote Motiv’s brand, Motiv may be required to change its marketing practices, which could result in substantially increased advertising expenses. Motiv operates in a competitive industry, and it may not be successful in building, maintaining and strengthening its brand. Many of Motiv’s current and potential competitors, particularly automobile manufacturers headquartered in the United States, Japan and the European Union have greater name recognition, broader customer relationships and substantially greater marketing resources. If Motiv does not develop and maintain a strong brand, its business, prospects, financial condition and operating results will be materially and adversely impacted.

Motiv may not be able to accurately plan its production, which may result in carrying excess and/or obsolete inventory.

Motiv generally makes decisions on production level and timing, procurement, facility requirements, personnel needs and other resources requirements based on estimates made in light of certain production and sales forecasts, past dealings with such customers, market conditions and other relevant factors. Customers’ final purchase orders may not be consistent with Motiv’s estimates. If the final purchase orders substantially differ from estimates, Motiv may have excess inventory or material shortages. Additionally, from time-to-time Motiv will commit to larger purchaser orders with suppliers than what Motiv requires in order to incentivize such suppliers to do business with Motiv. Excess inventory could result in unprofitable sales or write-offs as Motiv’s products are susceptible to obsolescence and price declines. Expediting additional material to make up for any shortages within a short time frame could result in unprofitable sales or cause Motiv to adjust delivery dates. In either case, Motiv’s results of operation would fluctuate from period to period.

Motiv is dependent on suppliers, some of which are limited source or single-source suppliers, and the inability or unwillingness of these suppliers, to deliver necessary components and materials used in its products at acceptable prices, timelines, volumes, performance and specifications could have a material adverse effect on the business, prospects, financial condition and operating results.

Motiv relies on third-party suppliers for the provision and development of many of the key components and materials used in its products. While Motiv plans to obtain components and materials from multiple sources whenever possible, some of the components and materials used in its products will be purchased from a single or limited number of sources. Third-party suppliers may not meet their product specifications and performance characteristics, which would impact Motiv’s ability to achieve its product specifications and performance characteristics as well. Additionally, third-party suppliers may not obtain the required certifications for their products or provide necessary warranties.

Generally, if Motiv is unable to obtain components and materials from suppliers or if suppliers decide to create or supply competing products, the business could be adversely affected. Motiv has less negotiating leverage with suppliers than larger and more established automobile manufacturers and may not be able to obtain favorable pricing and other terms for the foreseeable future. While it is possible to establish alternate supply relationships and obtain or engineer replacement components for limited source components, it may be difficult to do so in the short term, or at all, at favorable prices, volumes or quality levels. In addition, certain suppliers may experience financial difficulties and if these and other suppliers experience financial difficulties, cease operations, or otherwise face business disruptions, Motiv may be required to provide substantial financial support to ensure supply continuity or take other measures to ensure components and materials remain available.

Motiv may become subject to product liability claims, including possible class action and derivative lawsuits, which could harm its financial condition and liquidity if Motiv is not able to successfully defend or insure against such claims.

Product liability claims, even those without merit or those that do not involve Motiv’s products, could harm the business, prospects, financial condition and operating results. The automobile industry in particular experiences significant product liability claims, and there is inherent risk of exposure to claims in the event products do not perform or are claimed to not have performed as expected. As is true for other electric vehicle suppliers, Motiv anticipates in the future that its vehicles may be involved in crashes resulting in death or personal injury. Losses from

such crashes, to the extent not covered by Motiv’s product liability insurance, or the loss of insurance coverage as a result of such crashes could have a material adverse effect on Motiv’s brand, business, prospects, financial condition and operating results.

Additionally, product liability claims that affect competitors or suppliers may also cause indirect adverse publicity for Motiv and its products. A successful product liability claim against Motiv could require Motiv to pay a substantial monetary award. Moreover, a product liability claim against Motiv or its competitors could generate substantial negative publicity about the products and business and could have a material adverse effect on Motiv’s brand, business, prospects, financial condition and operating results.

The current shift in the U.S. regulatory landscape toward less stringent vehicle emissions and fuel economy standards may limit demand for zero-emission vehicles.

The current U.S. regulatory shift toward less stringent emissions and fuel economy standards — if it continues and survives court challenges — could reduce commercial fleet operators’ and others’ demand for transition to zero-emission vehicles, or slow the pace of such transition. Reduced electric vehicle demand or slower growth in electric vehicle demand could adversely affect Motiv’s business, financial results and prospects. The EPA’s August 2025 announcement of its reconsideration of the 2009 Greenhouse Gas Endangerment Finding, and litigation regarding changes to emissions and fuel economy regulations as previously discussed in this section, creates substantial regulatory uncertainty that could persist for a significant period of time.

Motiv and its outsourcing partners and suppliers are subject to substantial regulation and any failure to comply with these regulations could substantially harm Motiv’s business and operating results.

Motiv and the products it manufactures and sells, as well as its suppliers, are subject to substantial regulation under foreign, federal, state and local laws. Motiv will continue to monitor and evaluate requirements for licenses, permits, approvals, certificates and authorizations necessary to manufacture, deploy or service its products in the jurisdictions in which it plans to operate or offer its vehicles for sale, and intends to take actions necessary to maintain compliance with those requirements. In some instances, it may be challenging to fully comply with all potentially applicable government requirements and limitations for the manufacture, deployment, sales, or service of vehicles across a number of jurisdictions, particularly when those requirements change or diverge.

Motiv has incurred, and expects to continue to incur, significant regulatory compliance costs. Laws related to the electric and alternative fuel vehicles and equipment are evolving, and the industry faces risks associated with potential changes to these laws, including, but not limited to:

•        increased support for other alternative fuel systems, which could have an impact on the acceptance of Motiv’s products; and

•        increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models primarily based on internal combustion engine (“ICE”) vehicles, which could lead to regulatory changes that could reduce compliance costs of ICE vehicle manufacturers or reduce the relative regulatory incentives for the manufacture and sale of alternative fuel and electric vehicles.

Applicable laws, regulations, and industry standards are developing and evolving. To the extent existing or future Motiv products do not comply with then-applicable standards and requirements, Motiv products or equipment may not comply with some applicable foreign, federal, state or local laws, compliance could be burdensome, time-consuming, and expensive.

Motiv’s business may be adversely affected by union activities.

Although none of Motiv’s employees are currently represented by a labor union, it is common throughout the automotive industry for many employees to belong to a union, which can result in higher employee costs and increased risk of work stoppages. Motiv’s employees may join or seek recognition to form a labor union, or Motiv may be required to become a union signatory. Furthermore, Motiv is directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on the business, financial condition or operating

results. If a work stoppage occurs, it could delay the manufacture and sale of Motiv’s vehicles and have a material adverse effect on the business, prospects, operating results or financial condition. The mere fact Motiv’s labor force could be unionized may harm its reputation in the eyes of some investors. Consequently, the unionization of Motiv’s labor force could negatively impact the company.

Motiv has conducted product recalls and future recalls potentially could adversely affect Motiv’s business, prospects, financial condition and operations.

All motor vehicle manufacturers selling in the U.S. and Canada are subject to recall regulations. To date, Motiv has conducted recalls of certain vehicles where necessary or appropriate. Depending on their nature and magnitude, future product recalls or complications from current recalls could result in negative publicity, damage Motiv’s brand and adversely affect its business, prospects, financial condition and operating results. In the future, Motiv may be required to initiate a recall of products determined to be defective or noncompliant with applicable motor vehicle safety standards or other requirements. If a large number of products are the subject of a recall, or if needed replacement parts are not in adequate supply, Motiv may not be able to remedy recalled products for a period of time. Such supply disruptions could reduce Motiv’s ability to fulfill contractual commitments or satisfy demand for its products and could also result in the loss of business. Recalls may involve significant expense and diversion of management attention and other resources, and could adversely affect Motiv’s brand image, as well as its business, prospects, financial condition and operating results. Additionally, defects experienced by electric vehicles manufactured by other companies could, by association, negatively affect perception of, and demand for, Motiv’s products.

Motiv’s electric vehicles make use of lithium-ion, LFP and sodium nickel battery cells, which have been observed to catch fire or vent smoke and flames. If such events occur in Motiv’s electric vehicles, Motiv could face liability associated with its warranty, for damage or injury, adverse publicity and a potential safety recall, any of which would adversely affect the business, prospects, financial condition and operating results.

The battery packs in Motiv’s electric vehicles primarily use lithium-ion and LFP cells, with a small number of older vehicles using sodium nickel chloride. On occasion, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials. Highly publicized incidents of electric vehicles, laptop computers and cell phones bursting into flames have focused consumer attention on the safety of these cells. These events also have raised questions about the suitability of these lithium-ion cells for automotive applications. Although less likely than lithium-ion cells, sodium nickel chloride cells may also release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials. There can be no assurance that a field failure of Motiv’s battery packs will not occur, which would damage the vehicle or lead to personal injury or death and may subject us to lawsuits. Any mishandling of battery cells or safety issue or fire related to the cells could disrupt Motiv’s operations. Such damage or injury could also lead to adverse publicity and potentially a safety recall. In addition, the transportation and effective storage of lithium-ion and LFP batteries are also regulated by the U.S. Department of Transportation and other regulatory bodies, and any failure to comply with such regulation could result in fines, loss of permits and licenses or other regulatory consequences, which could limit Motiv’s ability to manufacture and deliver vehicles and negatively affect its results of operations and financial condition. Moreover, any failure of a competitor’s electric vehicle or energy storage product may cause indirect adverse publicity for Motiv and its products. Any such adverse publicity related to the suitability of lithium-ion or LFP cells for automotive applications, the social and environmental impacts of mineral mining or procurement associated with the constituents of lithium-ion cells, or any future incident involving lithium-ion or LFP cells, such as a vehicle or other fire could adversely affect Motiv’s reputation, business, prospects, financial condition and operating results.

Motiv may be adversely affected if it fails to obtain, maintain, enforce and protect its intellectual property and is unable to prevent unauthorized use by third-parties of its intellectual property and proprietary technology.

Motiv’s ability to compete effectively is dependent in part upon its ability to obtain, maintain, enforce and protect intellectual property rights. To accomplish this, Motiv relies on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses and other contractual rights to establish and protect its rights in its technology. Failure to adequately obtain, maintain, enforce and protect intellectual property could result in competitors offering identical or similar products, potentially resulting in the loss of competitive advantage and a decrease in revenue.

The protection of intellectual property rights will be important to future business opportunities. However, the measures taken to obtain, maintain, protect and enforce the intellectual property, including preventing unauthorized use by third-parties, may not be effective for various reasons, including the following:

•        as noted below, any patent applications submitted may not result in the issuance of patents;

•        the scope of Motiv’s existing or future patents may not be broad enough to protect its proprietary rights;

•        issued patents may be challenged or invalidated by third-parties;

•        employees or business partners may breach their confidentiality, non-disclosure and non-use obligations;

•        third-parties may independently develop technologies that are the same or similar to Motiv’s;

•        the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; and

•        current and future competitors may circumvent or otherwise design around Motiv’s patents.

Patent, trademark, copyright and trade secret laws vary throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of intellectual property rights in foreign jurisdictions may be difficult. Therefore, Motiv’s intellectual property rights may not be as strong or as easily enforced outside of the U.S.

Competitors may challenge the validity of those trademarks and other brand names which Motiv has registered, applied for or in which it has otherwise invested. Defending such challenges can be expensive and the goodwill gained in connection with a particular trademark may be adversely affected.

It cannot be guaranteed that confidentiality and invention assignment agreements with employees and contractors will not be breached and that third-parties will not gain access to trade secrets, know-how and other proprietary technology. Third-parties may also independently develop the same or substantially similar proprietary technology. Monitoring unauthorized use of intellectual property is difficult and costly.

Motiv may license patents and other intellectual property from third-parties, including suppliers and service providers, and may face claims that the use of this in-licensed technology infringes, misappropriates or otherwise violates the intellectual property rights of third-parties. In such cases, rights to indemnification may be unavailable or insufficient to cover costs and losses. Furthermore, disputes may arise with licensors regarding the intellectual property subject to, and any of the rights and obligations under, any license or other commercial agreement.

To prevent unauthorized use of Motiv’s intellectual property, it may be necessary to prosecute actions for infringement, misappropriation or other violation of intellectual property against third-parties. Any such action could result in significant costs and diversion of resources and management’s attention, and there can be no assurance that such actions would be successful. Furthermore, many of Motiv’s current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights. Accordingly, Motiv may not be able to prevent third-parties from infringing, misappropriating or otherwise violating intellectual property. Any of the foregoing could adversely affect the business, prospects, financial condition and results of operations of Motiv.

Motiv faces risks associated with security breaches through cyber-attacks, cyber intrusions, or otherwise, which could pose a risk to Motiv’s systems, networks and services.

Motiv faces risks associated with cyber-attacks, including hacking, viruses, malware, denial of service attacks, ransomware or other data security breaches. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions around the world have increased. Motiv’s business requires the continued operation of information systems and network infrastructure. In the event of a cyber-attack that Motiv is unable to defend against or mitigate, operations and the operations of customers and others could be disrupted. There are also risks that financial and other information systems and network infrastructure could be impaired, property damaged and customer and employee information stolen; Motiv may experience substantial loss of revenues, response costs and other financial loss; and Motiv may be subject to increased regulation, litigation, penalties and damage to its reputation. While Motiv maintains cyber insurance providing coverages, such insurance

may not cover all costs associated with the consequences of personal and confidential proprietary information being compromised. A security breach or other significant disruption involving computer networks and related systems could cause substantial costs and other negative effects, including litigation, remediation costs, costs to deploy additional protection strategies, compromising of confidential information, and reputational damage. As a result, in the event of a material cyber security breach, Motiv’s results of operations could be materially adversely affected.

The announcement of the Merger, and pendency of the transactions contemplated thereby, may result in disruptions to Motiv’s business, divert management’s attention, and disrupt Motiv’s relationships with third parties and employees, any of which could negatively impact Motiv’s operating results and ongoing business.

In connection with the announcement of the Merger, current and prospective employees may experience uncertainty about their future roles with Motiv and the Combined Company following the Merger, which may materially adversely affect Motiv’s ability to attract and retain key personnel and other employees while the transaction is pending. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Company following the Merger. Accordingly, no assurance can be given that Motiv will be able to attract and retain key employees to the same extent that Motiv has been able to in the past. The proposed transaction could cause disruptions to Motiv’s business or business relationships with Motiv’s existing and potential customers, suppliers, and vendors, and this could have an adverse impact on Motiv’s results of operations. Parties with which Motiv has business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties, or seek to negotiate changes or alter their present business relationships with Motiv. Parties with whom Motiv otherwise may have sought to establish business relationships may seek alternative relationships with third parties. Any of the foregoing, individually or in combination, could materially and adversely affect Motiv’s business, financial condition and results of operations and prospects.

Risks Related to the Merger

If the conditions to the Merger are not satisfied or waived, the Merger may not occur.

Even if the Merger is approved and the Merger Proposals, as described in this proxy statement, are approved by the Workhorse stockholders, specified conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the Merger. These conditions are set forth in the Merger Agreement and each material condition to the completion of the Merger is described in the section titled “The Merger Agreement, the Merger and Related Transactions — Conditions to the Completion of the Merger.” Workhorse and Motiv cannot assure you that all of the conditions to the consummation of the Merger will be satisfied or waived. If the conditions are not satisfied or waived, the Merger may not occur or the Closing may be delayed.

The ownership proportion for Workhorse stockholders of the Combined Company will not change or otherwise be adjusted based on the market price of Workhorse common stock as the ownership proportion depends on the Workhorse equity value determined in the Merger Agreement as of the date thereof and not the current market price of Workhorse common stock, so the Merger Consideration at the Closing may have a greater or lesser value than at the time the Merger Agreement was signed.

At the Effective Time, as described in the Merger Agreement, Motiv’s indebtedness (and if applicable, Motiv Common Stock) will be cancelled and converted into the right to receive Merger Consideration, which will equal approximately 62.5% of the Combined Company on a fully-diluted basis. The Workhorse stockholders as of immediately prior to the Merger are expected to own approximately 26.5% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis, and the 2024 Note Holder will own rights to receive Workhorse Common Stock representing approximately 11% of the Combined Company on a fully-diluted basis. These calculations do not give effect to the Equity Financing and Convertible Financing or the other adjustments described in the Merger Agreement, which could further dilute Workhorse stockholders’ ownership.

Any changes in the market price of Workhorse stock before the completion of the Merger will not affect the ownership proportion of the Combined Company held by Workhorse stockholders or the number of shares Motiv stockholders will be entitled to receive pursuant to the Merger Agreement. Therefore, if before the completion of the Merger, the market price of Workhorse Common Stock increases from the market price on the date of the Merger Agreement, then Motiv investors could receive Merger Consideration with substantially higher value for their

investment in Motiv than the parties had negotiated when they established the go-forward ownership. Similarly, if before the completion of the Merger the market price of Workhorse Common Stock decreases from the market price on the date of the Merger Agreement, then Motiv investors could receive Merger Consideration with substantially lower value than the parties had negotiated when they established the go-forward ownership. The Merger Agreement does not include a price-based termination right.

Failure to complete the Merger may result in Workhorse paying a termination fee to Motiv, and could harm the common stock price of Workhorse and future business and operations.

If the Merger is not completed, Workhorse is subject to the following risks:

•        if the Merger Agreement is terminated under specified circumstances, Workhorse could be required to pay Motiv a termination fee of $1,050,000;

•        the price of Workhorse Common Stock may decrease and could fluctuate significantly; and

•        Workhorse will incur substantial costs related to the Merger, such as financial advisor, legal and accounting fees, a majority of which must be paid even if the Merger is not completed.

If the Merger Agreement is terminated and the Motiv board of directors determines to seek another business combination, there can be no assurance that Workhorse will be able to find another third party with whom to transact a business combination that would yield comparable or greater benefits.

The Merger may be completed even though a material adverse effect may have resulted from the public announcement of the Merger, industry-wide changes or other causes.

In general, neither Workhorse nor Motiv is obligated to complete the Merger if there is a material adverse effect affecting the other party between the date of the Merger Agreement and the Closing of the Merger. However, certain types of events are excluded from the concept of a “material adverse effect.” Such exclusions include but are not limited to changes in general economic or political conditions, industry-wide changes, changes resulting from the public announcement of the Merger, natural disasters, pandemics (including the COVID-19 pandemic), public health events, other force majeure events, acts or threat of terrorism or war and changes in GAAP. Therefore, if any of these events were to occur and adversely affect Workhorse or Motiv, so long as the other applicable closing conditions are met, the other party would still be required to consummate the Merger notwithstanding such material adverse effects. If any such adverse effects occur and Workhorse and Motiv consummate the Closing of the Merger, the common stock price of the Combined Company may suffer. This, in turn, may reduce the value of the Merger to the stockholders of Workhorse, Motiv, or both. For a more complete discussion of what constitutes a material adverse effect for Workhorse or Motiv, see the section titled “The Merger Agreement, the Merger and Related Transactions — Material Adverse Effect.”

The Closing of the Merger will require consents or trigger change in control or other provisions in certain agreements to which Workhorse is a party.

The transactions contemplated by the Merger Agreement will require consents or trigger change in control or other provisions in certain agreements to which Workhorse is a party. If Workhorse is unable to obtain consents or negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements, discontinuing business relationships or seeking monetary damages. Even if Workhorse is able to obtain consent or negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Workhorse. Such action could cause the Combined Company to lose business, increase the cost of doing business and/or lower profitability or have other adverse financial impacts.

Workhorse and Motiv will be subject to certain contractual restrictions and operational and business uncertainties while the Merger is pending.

The Merger Agreement restricts each of Workhorse and Motiv from taking certain actions without the consent of the other party, including making certain acquisitions and divestitures, entering into, amending or terminating certain contracts, incurring certain indebtedness and expenditures, repurchasing or issuing securities outside of existing equity award programs, and other specified actions. These restrictions continue until the earlier of the Closing or the

termination of the Merger Agreement. These restrictions may prevent Workhorse and Motiv from pursuing attractive business opportunities that may arise prior to the Closing and could have the effect of delaying or preventing other strategic transactions. These restrictions also impede the ability of Workhorse and Motiv to make acquisitions during the pendency of the Merger, subject to specified exceptions. As a result, if the Merger is not completed, the parties may be at a disadvantage with respect to their competitors during that period. Further, uncertainty about the effect of the Merger on employees and customers may have an adverse effect on Workhorse, Motiv or the Combined Company following the Merger. These uncertainties could disrupt Workhorse’s business or the business of Motiv and cause customers, suppliers, vendors, partners and others that deal with Workhorse and Motiv to defer entering into contracts with Workhorse or Motiv, making other decisions concerning Workhorse and Motiv or seek to change or cancel existing business relationships. Retention and motivation of certain employees of both companies also may be challenging during the pendency of the Merger due to uncertainty about their future roles and difficulty of integration. Adverse effects arising from the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or the termination of the Merger Agreement. See the section of this proxy statement entitled “The Merger Agreement, the Merger and Related Transactions — Covenants; Conduct of Business Pending the Merger” for a description of the restrictive covenants to which each of Workhorse and Motiv is subject.

Workhorse may waive one or more of the conditions to the Merger without resoliciting stockholder approval.

Workhorse may determine to waive, in whole or in part, one or more of the conditions to its obligations to complete the Merger, to the extent permitted by applicable laws. We will evaluate the materiality of any such waiver and its effect on our stockholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement and re-solicitation of proxies is required or warranted. In some cases, if the Workhorse Board determines that such a waiver is warranted but that such waiver or its effect on our stockholders is not sufficiently material to warrant re-solicitation of proxies, we have the discretion to complete the Merger and the stock issuance without seeking further stockholder approval. Any determination whether to waive any condition to the Merger or as to resoliciting shareholder approval or amending this proxy statement as a result of a waiver will be made by us at the time of such waiver based on the facts and circumstances as they exist at that time.

Workhorse will not have any right to make damage claims against Motiv or Motiv’s investors for the breach of any representation, warranty or covenant made by Motiv in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein will not survive the Closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the Closing of the Merger. As a result, Workhorse will have no remedy available to it if the Merger is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Motiv at the time of the Merger.

Certain Workhorse and Motiv directors and executive officers may have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

Directors and executive officers of Workhorse and Motiv may have interests in the Merger that are different from, or in addition to, the interests of other Workhorse stockholders generally. These interests with respect to Workhorse’s directors and executive officers may include, among others, acceleration of equity awards, severance payments if employment is terminated in a qualifying termination in connection with the Merger and rights to continued indemnification, expense advancement and insurance coverage. Three current members of the Workhorse Board are expected to continue as directors of the Combined Company after the effective time, and, following the Closing of the Merger, may therefore be eligible to be compensated as non-employee directors of the Combined Company. These interests with respect to Motiv’s directors and executive officers may include, among others, that certain of Motiv’s executive officers are expected to continue as executive officers of the Combined Company after the effective time and may enter into new confirmatory offer letters to reflect their status as executive officers of a publicly-traded company and to provide for potential increases to annual base salary and annual target bonus opportunity; and that all of Workhorse’s and Motiv’s directors and executive officers are entitled to certain indemnification and liability insurance coverage pursuant to the terms of the Merger Agreement.

Further, certain members of Motiv’s current board of directors will continue as directors of the Combined Company after the effective time, and, following the Closing of the Merger, will be eligible to be compensated as non-employee directors of the Combined Company pursuant to a non-employee director compensation policy that is expected to be adopted in connection with the Closing.

The Workhorse and Motiv boards of directors were aware of and considered those interests, among other matters, in reaching their decisions to approve and adopt the Merger Agreement, approve the Merger, and recommend the approval of the Merger Agreement to Workhorse and Motiv stockholders. These interests, among other factors, may have influenced the directors and executive officers of Workhorse and Motiv to support or approve the Merger.

For more information regarding the interests of Workhorse and Motiv directors and executive officers in the Merger, please see the sections titled “The Merger Agreement, the Merger and Related Transactions — Interests of Workhorse’s Officers and Directors” and “The Merger Agreement, the Merger and Related Transactions — Interests of Motiv’s Officers and Directors.”

Workhorse and Motiv securityholders and investors will generally have a reduced ownership and voting interest in, and exercise less influence over the management of the Combined Company following the completion of the Merger as compared to their current ownership and voting interests in the respective companies and may not realize a benefit from the Merger commensurate with the ownership dilution they experience.

After the completion of the Merger, the current stockholders and investors of Workhorse and Motiv will generally own a smaller percentage of the Combined Company than their ownership of their respective companies prior to the Merger. Immediately after the Merger, the Workhorse stockholders as of immediately prior to the Merger are expected to own approximately 26.5% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis, former Motiv investors are expected to own approximately 62.5% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis (in each case, prior to giving effect to the Equity Financing and the Convertible Financing, and subject to adjustment under the terms of the Merger Agreement). The companies currently anticipate, however, that all outstanding capital stock of Motiv will be cancelled for no consideration and all Merger Consideration paid to Motiv will be issued to Motiv’s debtholders.

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Workhorse stockholders and Motiv investors who receive consideration in the Merger, if any, will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or will have only received part of the commensurate benefit resulting from the extent to which the Combined Company is able to realize the strategic and financial benefits currently anticipated from the Merger.

Certain provisions of the Merger Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the Merger Agreement.

While the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating or knowingly encouraging, inducing or facilitating the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry or taking any action that could reasonably be expected to lead to certain transactions involving a third party, including a merger, sale of assets or other business combination, subject to specified exceptions. Even if such a transaction would be favorable to such party’s stockholders, such party would be unable to pursue it, as described in further detail in the section titled “Proposal No. 1: The Stock Issuance Proposal — The Merger Agreement and the Merger — Non-Solicitation.” In addition, if Workhorse terminates the Merger Agreement under specified circumstances, Workhorse will be required to pay Motiv a termination fee of $1,050,000. This termination fee may discourage third parties from submitting competing proposals to Workhorse or its stockholders and may cause the Workhorse or Motiv boards of directors to be less inclined to recommend a competing proposal.

Because the lack of a public market for Motiv Common Stock makes it difficult to evaluate the fair market value of its capital stock, the value of the Workhorse Common Stock to be issued to Motiv investors may be more or less than the fair market value of Motiv Common Stock.

The outstanding capital stock of Motiv is privately held and is not traded on any public market. The lack of a public market makes it difficult to determine the fair market value of Motiv capital stock. Because the percentage of Workhorse equity to be issued to Motiv investors was determined based on negotiations between the parties, it is possible that the value of the Workhorse Common Stock to be issued to Motiv investors, if any, will be more or less than the fair market value of Motiv capital stock.

Lawsuits may be filed against Workhorse, Motiv, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.

Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against Workhorse, the Workhorse Board, Motiv, the Motiv board of directors and others in connection with the transactions contemplated by the Merger Agreement. Workhorse has received several demand letters from purported stockholders of Workhorse alleging failures to disclose material information in the preliminary proxy statement filed by Workhorse with the SEC in connection with the proposed Transactions, which allegedly rendered the proxy statement false and misleading. Specifically, the demands allege, among other things, that the proxy statement failed to disclose material information regarding the transaction process conducted by Workhorse, Workhorse’s financial projections and the financial analysis by Workhorse’s financial advisor, BTIG, LLC. Workhorse believes the demands are without merit. Workhorse cannot predict the outcome of or estimate the loss or range of loss from these matters. The outcome of litigation is uncertain, and Workhorse or Motiv may not be successful in defending against any such claims or future claims. Lawsuits that may be filed against Workhorse, the Workhorse Board, Motiv, or the Motiv board of directors could delay or prevent the Merger, divert the attention of Workhorse’s and Motiv’s management and employees from their day-to-day business and otherwise adversely affect Workhorse and Motiv financially.

Risks Related to the Proposed Reverse Stock Split

The reverse stock split may not increase the Combined Company’s stock price over the long-term.

The Workhorse Board believes that a reverse stock split may be desirable for a number of reasons. Workhorse Common Stock is currently, and is expected to continue to be following the completion of the Merger, listed on Nasdaq. According to the applicable Nasdaq rules, in order for Workhorse Common Stock to continue to be listed on Nasdaq, Workhorse must satisfy certain requirements established by Nasdaq. The Workhorse Board expects that a reverse stock split of Workhorse Common Stock will increase the market price of Workhorse Common Stock so that Workhorse will be able to maintain compliance with the relevant Nasdaq listing requirements for the foreseeable future, although Workhorse cannot assure holders of Workhorse Common Stock that it will be able to do so. The Workhorse Board also believes a higher stock price may help generate investor interest in the Combined Company, help the Combined Company attract and retain employees, increase trading volume in the Combined Company’s common stock, and facilitate future financings by the Combined Company. While it is expected that the reduction in the number of outstanding shares of common stock will proportionally increase the market price of Workhorse’s Common Stock, it cannot be assured that the reverse stock split will increase the market price of its common stock by a multiple of the reverse stock split ratio mutually agreed by Workhorse and Motiv, or result in any permanent or sustained increase in the market price of Workhorse’s Common Stock, which is dependent upon many factors, including Workhorse’s business and financial performance, general market conditions and prospects for future success. Thus, while the stock price of Workhorse might meet the listing requirements for Nasdaq initially after the reverse stock split, it cannot be assured that it will continue to do so.

The reverse stock split may decrease the liquidity of the Combined Company’s common stock.

Although the Workhorse Board believes that the anticipated increase in the market price of the Combined Company’s common stock resulting from the proposed reverse stock split could encourage interest in its common stock and possibly promote greater liquidity for its stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the reverse stock split. The reduction in the number of outstanding shares may lead to reduced trading and a smaller number of market makers for the Combined Company’s common stock. In addition, the reverse stock split may not result in an increase in the Combined Company’s stock price necessary to satisfy Nasdaq’s initial listing requirements for the Combined Company.

The reverse stock split may lead to a decrease in the Combined Company’s overall market capitalization.

Should the market price of the Combined Company’s common stock decline after the reverse stock split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the reverse stock split. A reverse stock split is often viewed negatively by the market and, consequently, can lead to a decrease in the Combined Company’s overall market capitalization. If the per share market price does not increase in proportion to the reverse stock split ratio, then the value of the Combined Company, as measured by its stock capitalization, will be reduced. In some cases, the per-share stock price of companies that have effected reverse stock

splits subsequently declined back to pre-reverse split levels, and accordingly, it cannot be assured that the total market value of the Combined Company’s common stock will remain the same after the reverse stock split is effected, or that the reverse stock split will not have an adverse effect on the Combined Company’s stock price due to the reduced number of shares outstanding after the reverse stock split.

Risks Related to Ownership of the Combined Company’s Securities

If any of the events described in “Risks Related to Workhorse” or “Risks Related to Motiv” occur, those events could cause potential benefits of the Merger not to be realized.

Following completion of the Merger, the Combined Company will be susceptible to many of the risks described in the sections herein entitled “Risks Related to Workhorse” and “Risks Related to Motiv.” To the extent any of the events in the risks described in those sections occur, the potential benefits of the Merger may not be realized and the results of operations and financial condition of the Combined Company could be adversely affected in a material way. This could cause the market price of the Combined Company’s common stock to decline.

The Merger contemplates and is subject to additional conditions for raising capital, which is expected to cause significant dilution to the Combined Company’s stockholders, and the Combined Company likely will need to raise additional capital by issuing equity securities or additional debt, which would further dilute the Combined Company’s stockholders and may restrict the Combined Company’s operations.

The Merger Agreement provides that Workhorse and Motiv will use commercially reasonable efforts to effectuate an equity financing for Workhorse on terms and conditions mutually acceptable to Workhorse and Motiv. It is expected that this equity financing will occur shortly after the Closing of the Merger and will cause significant dilution to the Combined Company’s stockholders. Additionally, in connection with the execution of the Merger Agreement, Motiv’s controlling stockholder provided Workhorse with $5 million of immediately accessible capital through the Convertible Note, which will convert into equity at a 10% discount in connection with the equity financing. The Merger Agreement also provides that at Closing, Workhorse will enter into an agreement pursuant to which Motiv’s controlling stockholder will provide an aggregate of $20 million in debt financing, secured by all of Workhorse’s non-real estate assets.

Even after the financings described above, the Combined Company may need to raise additional capital in the future, which may not be available on favorable terms, if at all. To the extent the Combined Company raises additional capital by issuing equity securities, stockholders of the Combined Company will be diluted. It is also possible that the terms of any new equity securities may have preferences over the Combined Company’s common stock. Any debt financing, including financing described above, of the Combined Company may include restrictive covenants that limit the Combined Company’s operations. These restrictive covenants may include limitations on additional borrowings, restrictions on the use of assets, sales of properties, and prohibitions on the ability to grant liens, pay dividends, redeem stock or make investments.

The market price of the Combined Company’s common stock is expected to be volatile, and the market price of the common stock may drop following the Merger.

The market price of the Combined Company’s common stock following the Merger could be subject to significant fluctuations. Some of the factors that may cause the market price of the Combined Company’s common stock to fluctuate include:

•        price and volume fluctuations in the overall stock market from time to time;

•        the level of expenses related to any of its research programs, product development programs or product candidates that it may develop;

•        the results of its efforts to develop additional products;

•        regulatory actions with respect to its products or those of its competitors;

•        developments or disputes concerning patent applications, issued patents or other proprietary rights;

•        announced or completed acquisitions of businesses, products or intellectual property by the Combined Company or its competitors;

•        actual or anticipated changes in the financial projections provided to the public or its failure to meet those projections or timelines;

•        market conditions in the electric vehicle sector;

•        sales of shares of its common stock by the Combined Company or its stockholders, or expectations that such sales may occur;

•        the recruitment or departure of key personnel;

•        the public’s reaction to the Combined Company’s press releases, other public announcements and filings with the SEC;

•        rumors and market speculation involving the Combined Company or other companies in its industry;

•        fluctuations in the trading volume of the Combined Company’s shares or the size of its public float;

•        actual or anticipated changes or fluctuations in its results of operations;

•        actual or anticipated developments in the Combined Company’s business, its competitors’ businesses or changes in the market valuations of similar companies and the competitive landscape generally;

•        changes in the market valuations of similar companies;

•        failure of securities analysts to maintain coverage of the Combined Company, changes in actual or future expectations of investors or securities analysts or its failure to meet these estimates or the expectations of investors;

•        litigation involving the Combined Company, its industry or both;

•        governmental or regulatory actions or audits;

•        regulatory or legal developments in the United States and other countries;

•        general economic conditions and trends;

•        announcement or expectation of additional financing efforts;

•        sales of securities by the Combined Company or its securityholders in the future;

•        if the Combined Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial or industry analysts; and

•        changes in accounting standards, policies, guidelines, interpretations or principles.

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the Combined Company’s common stock. In addition, a recession, depression or other sustained adverse market event could materially and adversely affect the Combined Company’s business and the value of its common stock. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies. Furthermore, market volatility may lead to increased shareholder activism if the Combined Company experiences a market valuation that activists believe is not reflective of its intrinsic value. Activist campaigns that contest or conflict with the Combined Company’s strategic direction or seek changes in the composition of its board of directors could have an adverse effect on its operating results, financial condition and cash flows.

The future results of the Combined Company may be adversely impacted if the Combined Company does not effectively manage its expanded operations following the completion of the Merger.

Following the completion of the Merger, the size of the Combined Company’s business will be significantly larger than the current size of either Workhorse’s or Motiv’s respective businesses. The Combined Company’s ability to successfully manage this expanded business will depend, in part, upon management’s ability to design and implement strategic initiatives that address not only the integration of two discrete companies, but also the increased scale and scope of the combined business with its associated increased costs and complexity. There can be no assurances that the Combined Company will be successful or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Merger.

The Combined Company is expected to incur substantial expenses related to the completion of the Merger and the integration of Workhorse and Motiv.

Workhorse and Motiv have incurred, and expect to continue to incur, a number of nonrecurring costs associated with the Merger and combining the operations of the two companies. The substantial majority of nonrecurring expenses will be comprised of transaction costs related to the Merger. The Combined Company also will incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. Workhorse and Motiv continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the Merger and the integration of the two companies’ businesses.

Anti-takeover defenses may delay or prevent future mergers.

Provisions contained in the Combined Company’s amended and restated articles of incorporation and bylaws and certain provisions of Nevada law could make it more difficult for a third party to acquire the Combined Company, even if doing so might be beneficial to our shareholders. These provisions could limit the price that some investors might be willing to pay in the future for shares of the Combined Company’s common stock and may have the effect of delaying or preventing a change in control.

The Combined Company may incur a significant amount of consolidated indebtedness following the Closing. This level of indebtedness could adversely affect the Combined Company, including by decreasing its business flexibility.

After the Closing, the Combined Company may incur a significant amount of indebtedness. Any increased indebtedness could have the effect of, among other things, reducing the Combined Company’s flexibility to respond to changing business and economic conditions. In addition, the amount of cash required to pay interest on the Combined Company’s increased indebtedness levels will increase following Closing, and the demands on the Combined Company’s cash resources will correspondingly increase. Any increased levels of indebtedness following Closing could also reduce funds available for capital expenditures, share repurchases and dividends, and other activities and may create competitive disadvantages for the Combined Company relative to other companies with lower debt levels. In addition, if the Combined Company fails to obtain expected credit ratings or if a ratings downgrade were to occur, the Combined Company could experience higher borrowing costs in the future and more restrictive debt covenants, which would reduce profitability and diminish operational flexibility.

Workhorse and/or Motiv may have liabilities that are not known, probable or estimable at this time.

As a result of the Merger, the Combined Company will effectively consolidate all of the liabilities of Workhorse and Motiv, whether or not currently known. There may be claims, assessments or liabilities that were not discovered or identified in the course of performing due diligence investigations of the two businesses. In addition, there may be liabilities that are neither probable nor estimable at this time which may become probable and estimable in the future. Any such liabilities, whether known or unknown, individually or in the aggregate, could have a material adverse effect on our business. We may uncover additional information about the businesses that adversely affects the Combined Company, such as unknown, unasserted or contingent liabilities and issues relating to compliance with applicable laws.

Following the Merger, the Combined Company may be unable to integrate successfully the businesses of Workhorse and Motiv and realize the anticipated benefits of the Merger.

The Merger involves the combination of two companies which currently operate as independent companies. Following the Merger, the Combined Company will be required to devote significant management attention and resources to integrating its business practices and operations. The Combined Company may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer than expected or is more costly than expected. Potential difficulties the Combined Company may encounter in the integration process include the following:

•        the inability to successfully combine the businesses of Workhorse and Motiv in a manner that permits the Combined company to achieve the anticipated benefits from the Merger, which would result in the anticipated benefits of the Merger not being realized partly or wholly in the time frame currently anticipated or at all;

•        managing a larger Combined Company;

•        retaining existing business and operational relationships and attracting new business and operational relationships;

•        coordinating geographically separate organizations;

•        maintaining and protecting the competitive advantages of each of Workhorse and Motiv, including the trade secrets, know-how and intellectual property related to its processes;

•        unanticipated issues in integrating information technology, communications and other systems;

•        creation of uniform standards, controls, procedures, policies and information systems; and

•        potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Merger.

In addition, Workhorse and Motiv have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the integration process also could result in the diversion of each company’s management’s attention, the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect the Combined Company’s ability to maintain its business relationships or the ability to achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of the Combined Company.

The Combined Company may incur losses for the foreseeable future and might never achieve profitability.

The Combined Company may never become profitable. The Combined Company will need to continue to invest in research and development that, together with projected selling, general and administrative expenses, is expected to result in substantial operating losses. Even if the Combined Company does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis. Substantial revenue and gross margin increases must be achieved over time for the Combined Company to achieve profitability.

The Combined Company will likely qualify as, and intends to elect to be treated as, a “controlled company” within the meaning of the Nasdaq listing requirements and, as a result, stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

So long as more than 50% of the voting power for the election of directors of the Combined Company is held by an individual, a group, or another company, the Combined Company will qualify as a “controlled company” under the Nasdaq listing requirements. Following consummation of the Merger, it is expected that Motiv’s controlling stockholder, Motive GM Holdings II LLC, an entity controlled by Gary Magness, through one or more affiliates, will control approximately 62.5% of the voting power of the Combined Company’s outstanding capital stock (without giving effect to the Equity Financing and Convertible Financing or the other adjustments described in the Merger Agreement). As a result, the Combined Company will qualify as, and intends to elect to be treated as, a “controlled company” under the Nasdaq listing requirements and will not be subject to the requirements that would otherwise require us to have: (i) a majority of “independent directors,” as defined under the listing standards of the Nasdaq; (ii) a nominating committee comprised solely of independent directors; (iii) compensation of our executive officers

determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for the board of directors’ selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.

The procedures for approving significant corporate decisions could be determined by stockholders or directors who have a direct or indirect interest in such decisions, and which interests may not align with the interests of the other stockholders of the Combined Company, and the Combined Company’s shareholders will not have the same protections afforded to shareholders of other companies that are required to comply with the independence rules of the Nasdaq.

Motiv’s controlling stockholder may have its interest in the Combined Company diluted due to future equity issuances or their own actions in selling shares of common stock, in each case, which could result in a loss of the “controlled company” exemption under the Nasdaq listing requirements. The Combined Company would then be required to comply with those provisions of the Nasdaq listing requirements.

If the Combined Company fails to attract and retain management and other key personnel, it may be unable to continue to successfully develop or commercialize its products or otherwise implement its business plan.

The Combined Company’s ability to compete in its industry depends on its ability to attract and retain highly qualified managerial, legal, financial, sales and marketing, engineering and other personnel. The Combined Company will be highly dependent on its management. The loss of the services of any of these individuals could impede, delay, or prevent the successful development and manufacturing of the Combined Company’s products, the Combined Company’s sales goals or acquisition of new assets and could impact negatively its ability to implement successfully its business plan. If the Combined Company loses the services of any of these individuals, it might not be able to find suitable replacements on a timely basis or at all, and its business could be harmed as a result.

The Combined Company will need to raise additional financing in the future to fund its operations, which may not be available to it on favorable terms or at all.

The Combined Company will require additional funds to operate its business. Raising additional capital may be costly or difficult to obtain and could, for example, through the sale of common stock or securities convertible or exchangeable into common stock, significantly dilute its stockholders’ ownership interests or inhibit the Combined Company’s ability to achieve its business objectives. If the Combined Company raises additional funds through public or private equity offerings, the terms of these securities may include liquidation or other preferences that adversely the rights of its common stockholders. In addition, any debt financing may subject the Combined Company to fixed payment obligations and covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Even if the Combined Company were to obtain funding, there can be no assurance that it will be available on terms acceptable to the Combined Company or its stockholders.

The Combined Company’s board of directors will be authorized to issue and designate shares of its convertible preferred stock in additional series without stockholder approval.

The Combined Company’s amended and restated certificate of incorporation will authorize its board of directors, without the approval of its stockholders, to issue shares of convertible preferred stock, subject to limitations prescribed by applicable law, rules and regulations and the provisions of its amended and restated certificate of incorporation, as shares of convertible preferred stock in series, to establish from time to time the number of shares to be included in each such series and to fix the redemption and liquidation preferences, the rate of dividends payable and the time for and the priority of payment thereof, determine whether such dividends shall be cumulative or not, provide for and fix the terms of conversion and fix the voting power. The powers, preferences and rights of these additional series of convertible preferred stock may be senior to or on parity with the Combined Company’s common stock, which may reduce its value.

The Combined Company will incur additional costs and increased demands upon management as a result of complying with the laws and regulations affecting public companies.

The Combined Company will incur significant legal, accounting and other expenses as a public company that Motiv did not incur as a private company, including costs associated with public company reporting obligations under the Exchange Act. The Combined Company’s management team will consist of certain of the executive officers of Motiv prior to the Merger, some of whom have not previously managed and operated a public company. These

executive officers and other personnel will need to devote substantial time to gaining expertise related to public company reporting requirements and compliance with applicable laws and regulations to ensure that the Combined Company complies with all of these requirements. Any changes the Combined Company makes to comply with these obligations may not be sufficient to allow it to satisfy its obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for the Combined Company to attract and retain qualified persons to serve on the board of directors or on board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.

Upon completion of the Merger, failure by the Combined Company to comply with the initial listing standards of Nasdaq will prevent its stock from being listed on Nasdaq.

Upon completion of the Merger, the Combined Company will be required to meet the initial listing requirements to maintain the listing and continued trading of its shares on Nasdaq. These initial listing requirements are more difficult to achieve than the continued listing requirements. Pursuant to the Merger Agreement, Workhorse agreed to use its commercially reasonable efforts to cause the shares of Workhorse Common Stock being issued in the Merger to be approved for listing on Nasdaq at or prior to the Effective Time of the Merger. Based on information currently available to Workhorse, Workhorse anticipates that its stock will be unable to meet the $4.00 (or, to the extent applicable, $3.00) minimum bid price initial listing requirement at the Closing of the Merger unless it effects a reverse stock split. The board of directors of Workhorse intends to effect a reverse stock split of the shares of Workhorse Common Stock at a ratio in the range between 1-for-8 and 1-for-12. In addition, oftentimes a reverse stock split will not result in a trading price for the affected common stock that is proportional to the ratio of the split. Following the Merger, if the Combined Company is unable to satisfy Nasdaq listing requirements, Nasdaq may notify the Combined Company that its shares of common stock will not be listed on Nasdaq.

Upon a potential delisting from Nasdaq, if the common stock of the Combined Company is not then eligible for quotation on another market or exchange, trading of the shares could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it is likely that there would be significantly less liquidity in the trading of the common stock of the Combined Company; decreases in institutional and other investor demand for the shares, coverage by securities analysts, market making activity and information available concerning trading prices and volume; and fewer broker dealers willing to execute trades in the common stock of the Combined Company. Also, it may be difficult for the Combined Company to raise additional capital if the Combined Company’s common stock is not listed on a major exchange. The occurrence of any of these events could result in a further decline in the market price of the common stock of the Combined Company and could have a material adverse effect on the Combined Company.

The Combined Company will continue to be a smaller reporting company, and it cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make its common stock less attractive to investors.

Upon completion of the Merger, it is expected that the Combined Company will continue to be a “smaller reporting company,” which would allow the Combined Company to take advantage of exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (if the Combined Company is also a non-accelerated filer at that time) and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. It cannot be predicted if investors will find the Combined Company’s common stock less attractive because it may rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for its common stock and its stock price may be more volatile.

Once the Combined Company is no longer a smaller reporting company or otherwise no longer qualifies for applicable exemptions, the Combined Company will be subject to additional laws and regulations affecting public companies that will increase the Combined Company’s costs and the demands on management and could harm the Combined Company’s operating results and cash flows.

The Combined Company will be subject to the reporting requirements of the Exchange Act, which requires, among other things, that the Combined Company file with the SEC, annual, quarterly and current reports with respect to the Combined Company’s business and financial condition as well as other disclosure and corporate governance

requirements. So long as the Combined Company qualifies as a “smaller reporting company,” as such term is defined in Rule 126-2 under the Exchange Act, the Combined Company may take advantage of certain exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in this proxy statement and in the Combined Company’s periodic reports and proxy statements. Once the Combined Company is no longer a smaller reporting company or otherwise no longer qualifies for these exemptions, the Combined Company will be required to comply with these additional legal and regulatory requirements applicable to public companies and will incur significant legal, accounting and other expenses to do so. If the Combined Company is not able to comply with the requirements in a timely manner or at all, the Combined Company’s financial condition or the market price of the Combined Company’s common stock may be harmed. For example, if the Combined Company or its independent auditor identifies deficiencies in the Combined Company’s internal control over financial reporting that are deemed to be material weaknesses, the Combined Company could face additional costs to remedy those deficiencies, the market price of the Combined Company’s stock could decline or the Combined Company could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

If the Combined Company fails to maintain proper and effective internal controls, its ability to produce accurate financial statements on a timely basis could be impaired.

Provided the Combined Company continues to be listed on Nasdaq, the Combined Company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that the Combined Company maintain effective disclosure controls and procedures and internal control over financial reporting. The Combined Company must perform system and process evaluation and testing of its internal control over financial reporting to allow management to report on the effectiveness of its internal controls over financial reporting in its Annual Report on Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. As a private company, Motiv has never been required to test its internal controls within a specified period. This will require that the Combined Company incur substantial professional fees and internal costs to expand its accounting and finance functions and that it expends significant management efforts. The Combined Company may experience difficulty in meeting these reporting requirements in a timely manner.

In addition to the matters described above in the context of Motiv being a private company, the Combined Company may discover weaknesses in its system of internal financial and accounting controls and procedures that could result in a material misstatement of its financial statements. The Combined Company’s internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If the Combined Company is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, or if it is unable to maintain proper and effective internal controls, the Combined Company may not be able to produce timely and accurate financial statements. If that were to happen, the market price of its common stock could decline and it could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

If the Combined Company is unable to maintain effective disclosure controls and procedures, its business, financial position and results of operations could be adversely affected.

If the Merger is completed, the Combined Company will continue to be subject to the periodic reporting requirements of the Exchange Act. The Combined Company will need to design its disclosure controls and procedures to reasonably assure that information the Combined Company must disclose in reports it files or submits under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Any disclosure controls and procedures or other internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the facts that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in the Combined Company’s control system, misstatements due to error or fraud may occur and not be detected.

The unaudited pro forma condensed combined financial information and prospective financial information included in this proxy statement is presented for illustrative purposes only and the actual financial condition and results of operations of the Combined Company following the Merger may differ materially.

The unaudited pro forma condensed combined financial information and prospective financial information contained in this proxy statement are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates, do not represent the actual financial condition or results of operations of Workhorse and Motiv prior to the Merger and may not be an indication of financial condition or results of operations of the Combined Company following the Merger. The actual financial condition and results of operations of the Combined Company following the Merger may not be consistent with, or evident from, these unaudited pro forma condensed combined financial information and prospective financial information. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information and prospective financial information may not be realized, and other factors may affect Workhorse’s and Motiv’s respective financial condition or results of operations prior to the consummation of the Merger and the Combined Company’s financial condition or results of operations following the Merger. In connection with the preparation of the unaudited pro forma condensed combined financial information included in this proxy statement, Workhorse has begun to, and, following the Merger, the Combined Company will continue to, conduct a review of accounting policies of Motiv in an effort to determine if differences in accounting policies require restatement or reclassification of results of operations or reclassification of assets or liabilities to conform to Workhorse’s accounting policies and classifications. As a result of that review, the Combined Company may identify differences among the accounting policies of the companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information contained in this proxy statement. Any potential decline in Workhorse’s, Motiv’s or the Combined Company’s financial condition or results of operations may cause significant variations in the pro forma financial statements, Workhorse’s stock price and the stock price of the Combined Company following the Closing.

Claims for indemnification by the Combined Company’s directors and officers may reduce its available funds to satisfy successful third-party claims against the Combined Company and may reduce the amount of money available to it.

The Combined Company’s certificate of incorporation and bylaws provide that it will indemnify its directors and officers, in each case to the fullest extent permitted by Nevada law. In addition, the Combined Company’s bylaws and the indemnification agreements that it enters into with its directors and officers provide that:

•        the Combined Company may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

•        the Combined Company is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

•        no indemnification shall be made with respect to any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Combined Company or for amounts paid in settlement to the Combined Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper;

•        the rights conferred in the Combined Company’s bylaws are not exclusive, and it is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

•        any repeal or modification of the Combined Company’s indemnification obligations shall not impair or otherwise affect any rights, or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The Combined Company will indemnify its directors and officers for serving it in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Nevada law. To the extent that a claim for indemnification is brought by any of the Combined Company’s directors or officers, it would reduce the amount of funds available for use in its business.

Workhorse and Motiv do not anticipate that the Combined Company will pay any cash dividends in the foreseeable future.

The current expectation is that the Combined Company will retain its future earnings, if any, to fund the growth of the Combined Company’s business as opposed to paying dividends. As a result, capital appreciation, if any, of the common stock of the Combined Company will be your sole source of gain, if any, for the foreseeable future.

If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about the Combined Company, its business or its market, its stock price and trading volume could decline.

The trading market for the Combined Company’s common stock will be influenced by the research or reports that equity research analysts publish about it and its business. Equity research analysts may elect to not provide research coverage of the Combined Company’s common stock after the completion of the Merger, and such lack of research coverage may adversely affect the market price of its common stock. In the event it does have equity research analyst coverage, the Combined Company will not have any control over the analysts or the content and opinions included in their reports. The price of the Combined Company’s common stock could decline if one or more equity research analysts downgrade its stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of the Combined Company or fails to publish reports on it regularly, demand for its common stock could decrease, which in turn could cause its stock price or trading volume to decline.

The Combined Company will have broad discretion in the use of the cash and cash equivalents of the Combined Company and the proceeds from the Equity Financing, the Convertible Note and the Closing Debt Financing and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment.

The Combined Company will have broad discretion over the use of the cash and cash equivalents of the Combined Company and the proceeds from the Equity Financing, the Convertible Note and the Debt Financing. You may not agree with the Combined Company’s decisions, and its use of the proceeds may not yield any return on your investment. The Combined Company’s failure to apply these resources effectively could compromise its ability to pursue its growth strategy, and the Combined Company might not be able to yield a significant return, if any, on its investment of these net proceeds. You will not have the opportunity to influence its decisions on how to use the Combined Company’s cash resources.

The Combined Company’s ability to use net operating loss carryforwards and other tax attributes will be limited, including as a result of the Merger.

As of December 31, 2024 and 2023, Workhorse had U.S. federal net operating loss carryforwards of $97.6 million and $84.3 million, respectively (which are not subject to expiration), and state net operating loss carryforwards of $3.7 million and $2.0, respectively (which expire through 2024). In addition, as of December 31, 2023 and 2024, Motiv had federal net operating loss carryforwards of approximately $152.7 million and $185.3 million, respectively, and California net operating carryforwards of approximately $173.3 million and $215.5 million, respectively. The federal and California net operating loss carryforwards will begin expiring in 2029 and 2030, respectively, if not utilized. Further, $165.4 million of the $185.3 million federal net operating loss carryforwards at December 31, 2024 is noted to be indefinite and shall not expire.

Under current law, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards is limited to 80% of taxable income for taxable periods beginning after December 31, 2020. It is uncertain if and to what extent various states will conform to federal law. In addition, under Sections 382 and 383 of the Code, U.S. federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in ownership. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock

increase their ownership by more than 50 percentage points (by value) over their lowest ownership percentage within a rolling three-year period. Each of Workhorse and Motiv may have experienced such ownership changes in the past, and each is expected to experience an ownership change in connection with the Merger. In addition, the Combined Company’s ability to utilize its net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including, as discussed above, in connection with the Merger or other transactions. Similar rules may apply under state tax laws. If the Combined Company earns taxable income, such limitations could result in increased future income tax liability to the Combined Company, and the Combined Company’s future cash flows could be adversely affected.

Unfavorable global economic conditions could adversely affect the Combined Company’s business, financial condition, results of operations or cash flows.

The Combined Company’s results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. A severe or prolonged economic downturn could result in a variety of risks to the Combined Company’s business, including weakened demand for the Combined Company’s products and the Combined Company’s ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain the Combined Company’s suppliers, possibly resulting in supply disruption, or cause the Combined Company’s customers to delay making payments for its services. Any of the foregoing could harm the Combined Company’s business and the Combined Company cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact its business.

Business disruptions caused by natural disasters and other crises could adversely affect the business of the Combined Company following the Merger.

Workhorse and Motiv have operations located in regions of the U.S. and internationally that may be exposed to natural disasters, such as hurricanes, tornadoes, blizzards, flooding, wildfires, droughts, freezing conditions or earthquakes. In addition, climate change related events could lead to increased frequency or severity of such natural disasters and may have a long-term impact on the Combined Company’s business, financial condition and results of operations. Although the Combined Company may take proactive measures seeking to mitigate its business risks associated with climate change, there are innate climate-related risks regardless of where and how it conducts its businesses. The business of the Combined Company following the Merger could also be disrupted by pandemics and other national or international crises (including, for example, COVID-19). Although preventative measures may help mitigate the damage from such occurrences, the damage and disruption to our business resulting from any of these events may be significant. If our or the Combined Company’s insurance and other risk mitigation mechanisms are not sufficient to recover all costs, including loss of revenue from our customers, we could experience a material adverse effect on our financial position and results of operations.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On August 15, 2025, Workhorse Group Inc., a Nevada corporation (“Workhorse” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Workhorse, Omaha Intermediate 2, Inc., a Delaware corporation and wholly-owned subsidiary of Workhorse (“Intermediate Parent”), Omaha Intermediate, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate Parent (“Intermediate”), Omaha Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Subsidiary”), and Motiv Power Systems, Inc., a Delaware of corporation (“Motiv”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Motiv (the “Merger”). Upon consummation of the Merger, Merger Sub will cease to exist and Motiv will become a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse.

The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of June 30, 2025 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025 and the year ended December 31, 2024. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, in order to give effect to the business combination and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The Business Combination is accounted for as a reverse acquisition, with Motiv treated as the accounting acquirer and Workhorse as the accounting acquiree, in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (“ASC 805”). As such, the pro forma financial information reflects the assets and liabilities of Motiv at historical carrying values and the assets and liabilities of Workhorse measured at estimated fair value as of the assumed acquisition date.

The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2025, and the year ended December 31, 2024, give effect to the business combination as if it had occurred on January 1, 2024. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 gives effect to the Business Combination as if it had occurred on that date and combines the historical balance sheets of Workhorse and Motiv as of such date.

The unaudited pro forma financial statements, and the related notes thereto, are based on, and should be read in conjunction with:

•        The historical audited consolidated financial statements of Workhorse as of and for the year ended December 31, 2024, and the related notes, included in Workhorse’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 31, 2025;

•        The historical unaudited condensed consolidated financial statements of Workhorse as of and for the six months ended June 30, 2025, and the related notes, included in Workhorse’s Quarterly Report on Form 10-Q filed on August 15, 2025;

•        The historical audited financial statements of Motiv as of and for the years ended December 31, 2024 and 2023, and the related notes, included elsewhere within this proxy statement; and

•        The historical unaudited financial statements of Motiv as of and for the six months ended June 30, 2025, and the related notes, included elsewhere within this proxy statement.

As of the date of this proxy statement, the Company has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets to be acquired and the liabilities to be assumed and the related allocations of purchase price. The allocation of the purchase price is preliminary and subject to adjustment during the measurement period, not to exceed one year from the acquisition date, as the Company finalizes valuations for tangible and intangible assets. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed.

These unaudited pro forma condensed combined financial statements are prepared for informational purposes only and are based on assumptions and estimates considered appropriate by management. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and additional analyses are performed. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects that are directly attributable to the business combination, and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements do not purport to be indicative of what Workhorse’s financial condition or results of operations actually would have been if the business combination had been consummated as of the dates indicated, nor do they purport to represent Workhorse’s financial position or results of operations for future periods.

WORKHORSE GROUP INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2025

WORKHORSE GROUP INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)
AS OF JUNE 30, 2025