GreenPower Converts Series B Preferred Convertible Shares

Conversion of Series B preferred into common shares increases CEO Fraser Atkinson’s ownership to 28.6% of GreenPower’s outstanding shares.

Rhea-AI Summary

GreenPower Motor (GP) converted 1,752 Series B Convertible Preferred Shares into 1,336,436 common shares held by companies controlled by CEO Fraser Atkinson in August 2026.

The conversions comprised 324 preferred shares of Koko Financial Services into 244,201 common shares on August 6, and 610 and 818 preferred shares of 0851433 BC and FWP Holdings into 464,367 and 627,868 common shares on August 18. The issuance to insider-controlled entities is a related party transaction under MI 61-101, but the company said it is exempt from formal valuation and minority approval requirements under sections 5.5(g) and 5.7(e).

Outstanding common shares increased from 8,547,602 to 9,884,038. Atkinson’s direct and indirect ownership rose from 17.5% to 28.6% on a non-diluted basis, and from 49.1% to 50.7% on a partially diluted basis, triggering early warning disclosure requirements.

Positive

• None.

Negative

• Outstanding shares increased from 8,547,602 to 9,884,038 after conversions
• Insider ownership rose from 17.5% to 28.6% on a non-diluted basis
• Partially diluted insider stake increased to 50.7%, giving majority control

News Explained

The August 6 and August 18 conversions issued 244,201, 464,367 and 627,868 new common shares to entities controlled by CEO Fraser Atkinson; that expands the share count and dilutes existing holders’ percentage ownership absent offsetting changes.

Key Figures

Koko conversion: 324 Series B Convertible Preferred Shares into 244,201 common shares NumberCo conversion: 610 Series B Convertible Preferred Shares into 464,367 common shares FWP Holdings conversion: 818 Series B Convertible Preferred Shares into 627,868 common shares +4 more

Koko conversion

324 Series B Convertible Preferred Shares into 244,201 common shares

August 6, 2026

NumberCo conversion

610 Series B Convertible Preferred Shares into 464,367 common shares

August 18, 2026

FWP Holdings conversion

818 Series B Convertible Preferred Shares into 627,868 common shares

August 18, 2026

Post-conversion ownership

28.6%

Acquiror ownership on a non-diluted basis after the conversions

Post-conversion shares outstanding

9,884,038 Shares

Following the conversions and issuance of Shares

Partially diluted ownership

50.7% or 7,262,614 Shares

If the Options, Warrants, Debentures and Series B Convertible Preferred Shares were converted or exercised

Remaining Series B preferred shares

4,640 Series B Convertible Preferred Shares

Held indirectly through FWP Acquisition after the conversions

Key Terms

convertible preferred shares, related party transaction, mi 61-101, debenture, +1 more

5 terms

convertible preferred shares financial

"converts Series B convertible preferred shares of the Company"

Convertible preferred shares are a type of stock that pays priority dividends and has a higher claim on assets than common shares, but can be exchanged later for a set number of common shares. For investors, they offer a safety-and-upside mix: steady income and protection like a senior ticket, plus the option to convert into common stock if the company grows — a decision that affects potential returns and how much existing owners’ stakes may be diluted.

related party transaction regulatory

"the issuance of Shares is considered to be a "related party transaction""

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

mi 61-101 regulatory

"within the meaning of MI 61-101 but is exempt from the formal valuation requirement"

MI 61-101 is a Canadian securities rule that sets procedures for major deals involving insiders or controlling shareholders, requiring independent valuations, extra disclosure and often shareholder approval to protect minority holders. It matters to investors because it acts like an impartial referee and independent appraiser, reducing the chance that people in control can push through unfair sales, mergers or asset transfers that would harm ordinary shareholders.

debenture financial

"Secured convertible debentures held by FWP Acquisition"

A debenture is a type of loan a company issues to raise money, where the company promises to pay back the borrowed amount with regular interest but typically does not pledge specific assets as collateral. Think of it like an IOU backed by the borrower’s overall creditworthiness rather than a particular physical asset; it matters to investors because it offers predictable income but carries the risk that repayment depends on the company’s financial health, affecting yield and safety compared with secured debt or equity.

share purchase warrant financial

"54,348 share purchase warrants held by FWP Acquisition"

A share purchase warrant is a tradable instrument that gives its holder the right, but not the obligation, to buy a company’s shares at a fixed price within a set time frame. Think of it like a coupon to buy a product at today’s price later on; warrants matter to investors because exercising them can increase the number of shares outstanding (which can lower existing share value) and they offer a leveraged way to benefit if the stock rises above the warrant price.

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Vancouver, British Columbia--(Newsfile Corp. - September 18, 2026) - GreenPower Motor Company Inc. (NASDAQ: GP) ("GreenPower" or the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector converts Series B convertible preferred shares of the Company.

The conversions included: (i) the conversion of 324 Series B Convertible Preferred Shares held by Koko Financial Services Ltd. ("Koko") into 244,201 common shares of the Company (each, a "Share") on August 6, 2026, (ii) the conversion of 610 Series B Convertible Preferred Shares held by 0851433 BC Ltd. ("NumberCo") into 464,367 Shares on August 18, 2026, and (iii) the conversion of 818 Series B Convertible Preferred Shares held by FWP Holdings LLC ("FWP Holdings") into 627,868 Shares on August 18, 2026. Each of Koko, NumberCo and FWP Holdings is controlled by Fraser Atkinson (the "Acquiror"), the Company's Chief Executive Officer, Chairman and a director. These transactions have been filed on Insider Trading Reports on SEDI.

As the Shares were issued to companies controlled by an insider of the Company, the issuance is considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the issuance of Shares is considered to be a "related party transaction" within the meaning of MI 61-101 but is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(g) and 5.7(e) of MI 61-101.

Early Warning Requirements - Fraser Atkinson

The following disclosure is being provided as required by applicable securities and regulatory requirements.

On August 6, 2026, 324 Series B Convertible Preferred Shares held by Koko were converted into 244,201 Shares, and on August 18, 2026, 610 Series B Convertible Preferred Shares held by NumberCo and 818 Series B Convertible Preferred Shares held by FWP Holdings were converted into 464,367 Shares and 627,868 Shares, respectively.

Prior to the conversions of the Series B Convertible Preferred Shares, the Acquiror directly and indirectly owned and controlled the following securities:

• 536,230 Shares held directly;

• 2,857 Shares held indirectly through Atkinson Family Trust;

• 785,555 Shares held indirectly through FWP Acquisition Corp. ("FWP Acquisition"), a private company owned by the Acquiror;

• 6,818 Shares held indirectly through FWP Holdings;

• 70,893 Shares held indirectly through KFS Capital LLC ("KFS"), a private limited liability company owned by the Acquiror;

• 89,008 Shares held indirectly through Koko;

• 1,786 Shares held through H. Atkinson ITF RR Atkinson;

• 1,786 Shares held through H. Atkinson ITF SS Atkinson;

• 24,500 stock options (each, an "Option");

• 54,348 share purchase warrants (each, a "Warrant") held by FWP Acquisition;

• Secured convertible debentures (each, a "Debenture") in the amount of US$1,874,945 held by FWP Acquisition;

• Debenture in the amount of US$108,055 held by Koko; and

• 6,392 Series B Convertible Preferred Shares, of which 4,640 are held indirectly through FWP Acquisition, 818 are held indirectly through FWP Holdings, 324 are held indirectly through Koko and 610 are held indirectly through NumberCo,

which represents 17.5% of the 8,547,602 issued and outstanding Shares immediately prior to the conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, on a non-diluted basis. If the Acquiror were to exercise the Options, the Warrants and convert the Debentures and the Series B Convertible Preferred Shares, the Acquiror would directly and indirectly own and control 6,813,266 Shares or 49.1% of the issued and outstanding Shares calculated on a partially-diluted basis.

Following conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, the Acquiror directly and indirectly owned and controlled the following securities:

• 536,230 Shares held directly;

• 2,857 Shares held indirectly through Atkinson Family Trust;

• 785,555 Shares held indirectly through FWP Acquisition;

• 464,367 Shares held indirectly through NumberCo;

• 634,686 Shares held indirectly through FWP Holdings;

• 70,893 Shares held indirectly through KFS;

• 333,209 Shares held indirectly through Koko;

• 1,786 Shares held through H. Atkinson ITF RR Atkinson;

• 1,786 Shares held through H. Atkinson ITF SS Atkinson;

• 24,500 Options;

• 54,348 Warrants held by FWP Acquisition;

• Debenture in the amount of US$1,874,945 held by FWP Acquisition;

• Debenture in the amount of US$108,055 held by Koko; and

• 4,640 Series B Convertible Preferred Shares held indirectly through FWP Acquisition,

which represents 28.6% of the 9,884,038 issued and outstanding Shares following the conversions of the Series B Convertible Preferred Shares and the issuance of the Shares, on a non-diluted basis. If the Acquiror were to exercise the Options, the Warrants and convert the Debentures and the Series B Convertible Preferred Shares, the Acquiror would directly and indirectly own and control 7,262,614 Shares or 50.7% of the issued and outstanding Shares calculated on a partially-diluted basis.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

For further information contact:

Fraser Atkinson, CEO
(604) 220-8048
fraser@greenpowermotor.com

Michael Sieffert, CFO
Michael.Sieffert@greenpowermotor.com

Brendan Riley, President
Brendan@greenpowermotor.com

About GreenPower Motor Company Inc.
GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. For further information go to www.greenpowermotor.com.

Forward-Looking Statements
This document contains forward-looking statements relating to, among other things, GreenPower's business and operations and the environment in which it operates, which are based on GreenPower's operations, estimates, forecasts and projections. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict, such as whether the Company will continue to optimize its operations and focus on initiatives that drive sustainable growth, or whether the Company will continue to meet all of the requirements to maintain its Nasdaq exchange listing. A number of important factors including those set forth in other public filings could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. GreenPower disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

©2026 GreenPower Motor Company Inc. All rights reserved. All amounts in US$ unless otherwise indicated.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315044

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What specific Series B preferred share conversions were completed and when?

On August 6, 2026, 324 Series B Convertible Preferred Shares held by Koko Financial Services were converted into 244,201 common shares. On August 18, 2026, 610 Series B Convertible Preferred Shares held by 0851433 BC were converted into 464,367 common shares, and 818 Series B Convertible Preferred Shares held by FWP Holdings were converted into 627,868 common shares.

Why is the issuance treated as a related party transaction and how is it exempt under MI 61-101?

The common shares were issued to Koko, 0851433 BC and FWP Holdings, all of which are controlled by Fraser Atkinson, the company’s CEO, chairman and a director, so the issuance is a related party transaction under MI 61-101. The transaction is exempt from the formal valuation and minority approval requirements by virtue of the exemptions in sections 5.5(g) and 5.7(e) of MI 61-101.

What securities does Fraser Atkinson hold after the conversions?

After the conversions, Atkinson directly and indirectly holds 536,230 common shares directly; 2,857 through Atkinson Family Trust; 785,555 through FWP Acquisition; 464,367 through 0851433 BC; 634,686 through FWP Holdings; 70,893 through KFS Capital; 333,209 through Koko; and 1,786 common shares in each of H. Atkinson ITF RR Atkinson and H. Atkinson ITF SS Atkinson. He also holds 24,500 stock options, 54,348 share purchase warrants via FWP Acquisition, debentures of US$1,874,945 via FWP Acquisition and US$108,055 via Koko, and 4,640 remaining Series B Convertible Preferred Shares through FWP Acquisition.

Does this announcement involve an offer or sale of securities in the United States?

No. The press release states that it does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States or in any jurisdiction where such actions would be unlawful. The securities may not be offered or sold in the United States or to U.S. persons without registration or an applicable exemption under U.S. federal and state securities laws.