Workhorse Group Urges Shareholders to Vote FOR All Proposals Ahead of Tomorrow’s Deadline

Rhea-AI Summary

Workhorse (Nasdaq: WKHS) urges shareholders to vote FOR all proposals to approve the proposed merger with Motiv ahead of the final voting deadline.

Key procedural details: the final deadline to vote is November 11, 2025 at 11:59 pm ET, and the company’s Annual Meeting will be held virtually on November 12, 2025. Shareholders can vote online at www.proxyvote.com, during the meeting at www.virtualshareholdermeeting.com/WKHS2025, by returning a signed proxy card, or via broker instructions.

The company states that independent proxy advisers Institutional Shareholder Services and Glass Lewis recommend voting FOR the merger, and warns that failure to approve the transaction could lead to liquidity challenges and a potential restructuring that may leave shareholder equity with little or no recovery. For more information visit www.VoteWKHS.com.

Positive

• Proxy recommendations from Institutional Shareholder Services and Glass Lewis
• Voting deadline set for November 11, 2025 at 11:59 pm ET
• Annual Meeting scheduled virtually on November 12, 2025

Negative

• Company warns of potential liquidity issues if the merger is not approved
• Company states a possible restructuring could leave shareholder equity with little or no recovery

Insights

Strategic M&A Analyst

Urgent shareholder vote request for a merger; proxy firms support the deal; a close vote will determine near-term liquidity and control outcomes.

Workhorse asks shareholders to vote FOR all proposals to approve the proposed merger with Motiv, citing recommendations from Institutional Shareholder Services and Glass Lewis. The company frames the transaction as the path to preserve and potentially increase shareholder value and warns that failing to approve the deal could lead to liquidity pressure and a restructuring outcome.

The key dependencies are clear: shareholder approval by November 11, 2025 (deadline) and the meeting on November 12, 2025. The stated endorsement by major proxy advisors reduces execution risk from a governance standpoint but does not itself guarantee closing. The company’s statement about likely liquidity issues if the deal fails is a material claim tied directly to the merger vote; it makes the vote outcome consequential for near-term solvency and control.

Watch the final vote tallies and any supplemental disclosures between now and the meeting; those will directly determine whether the merger closes and whether the company must pursue alternative liquidity or restructuring steps. Expect near-term news flow concentrated on vote counts and any rival proposals or conditions required for closing within days after the meeting.

CINCINNATI, Nov. 10, 2025 (GLOBE NEWSWIRE) -- Workhorse Group, Inc. (Nasdaq: WKHS) (“Workhorse” or “the Company”), an American technology company focused on pioneering the transition to zero-emission commercial vehicles, today reminds all shareholders to vote “FOR” all proposals in connection with Workhorse’s upcoming Annual Meeting. Shareholders can visit www.VoteWKHS.com for more information on the transaction and how to vote.

Your vote is important, no matter how many or how few shares you own. It is critical that you vote today FOR the Workhorse – Motiv transaction to approve the merger and ensure that you receive the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market.

In casting your vote, Workhorse reminds you that:

• Leading independent proxy advisory firms Institutional Shareholder Services and Glass Lewis & Co. have both recognized the compelling value of the transaction and recommended shareholders vote FOR the merger.
• Workhorse believes the transaction with Motiv is the only viable path forward for the Company and its shareholders.
• Failure to vote FOR the transaction, including not voting at all, will prevent the transaction from closing. Workhorse would likely continue to face liquidity issues and may need to pursue a restructuring, in which shareholders’ equity would likely recover very little or no value.
  

It is critical that you vote FOR the Workhorse – Motiv transaction to approve the merger and ensure that you receive the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market. Vote TODAY to support the merger that will maximize the value of your Workhorse investment.

VOTING IS EASY!

You can vote FOR all proposals by:

• Voting online before the meeting at www.proxyvote.com
• Attending the Workhorse Annual Meeting virtually on November 12, 2025
• Voting online during the meeting at www.virtualshareholdermeeting.com/WKHS2025
• Completing, signing, dating, and returning a proxy card to the mailing address provided

If you are a beneficial owner of shares of Workhorse Common Stock, please refer to the vote instruction form provided by your broker, bank, or nominee.

The final deadline to vote is November 11, 2025 at 11:59 pm ET. Time is running out– vote today FOR all proposals.

VOTE TODAY

For more information and additional materials visit www.VoteWKHS.com.

SODALI & CO
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: WKHS@investor.sodali.com

About Workhorse Group Inc.
Workhorse Group Inc. (Nasdaq: WKHS) is a technology company focused on pioneering the transition to zero-emission commercial vehicles. Workhorse designs and builds its vehicles in the United States at the Workhorse Ranch in Union City, Indiana. The company’s best-in-class vehicles are designed for last-mile delivery, medium-duty operations, and a growing range of specialized applications.

Media Contact:
Aaron Palash / Greg Klassen
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

Investor Relations Contact:
Tom Colton and Greg Bradbury
Gateway Group
949-574-3860
WKHS@gateway-grp.com

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact included in this press release, 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 closing date for the proposed transaction and other aspects of either company’s operations or operating results are forward-looking statements. Some of these statements may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “targets”, “projects”, “contemplates”, “predicts”, “potential”, “continue”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”, “will” or “will be taken”, “occur” or “be achieved”.

Forward-looking statements are based on the opinions and estimates of management of Workhorse as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties could give rise to a delay in or the failure to consummate the Merger or the other transactions described herein (collectively, the “Transactions”). Some factors that could cause actual results to differ include the outcome of continuing discussions between the 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 announcement 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 regulatory and other 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; and our ability to maintain compliance with Nasdaq rules and otherwise maintain our listing of securities on Nasdaq.

Additional information on these and other factors that may cause actual results and Workhorse’s performance to differ materially is included in Workhorse’s periodic reports filed with the SEC, including, but not limited to, Workhorse’s Annual Report on Form 10-K for the year ended December 31, 2024, including those factors described under the heading “Risk Factors” therein, and Workhorse’s subsequent Quarterly Reports on Form 10-Q. Copies of Workhorse’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting Workhorse. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and Workhorse undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

FAQ

What is Workhorse (WKHS) asking shareholders to approve by November 11, 2025?

Workhorse is asking shareholders to vote FOR all proposals to approve the merger with Motiv; the final voting deadline is November 11, 2025 at 11:59 pm ET.

When and how can WKHS shareholders attend the Annual Meeting for the Motiv merger vote?

The Annual Meeting is virtual on November 12, 2025; shareholders can attend at www.virtualshareholdermeeting.com/WKHS2025 and vote during the meeting.

Which proxy advisory firms recommended voting FOR the Workhorse–Motiv merger?

Institutional Shareholder Services and Glass Lewis recommended that shareholders vote FOR the merger.

What does Workhorse (WKHS) say will happen if shareholders do not approve the merger?

Workhorse warns that failure to approve the transaction could cause liquidity issues and a possible restructuring, which may leave shareholder equity with little or no recovery.

Where can WKHS shareholders find voting instructions and more materials for the Motiv transaction?

Shareholders can find information and materials at www.VoteWKHS.com or follow broker-specific vote instruction forms.