GreenPower (NASDAQ: GP) lifts equity $3.8M through related party conversions

Rhea-AI Filing Summary

GreenPower Motor Company Inc. reported completing several balance sheet transactions in the quarter ended June 30, 2026 that are expected to increase shareholder's equity by approximately $3.8 million. These actions largely convert existing obligations owed to related parties into preferred or common equity.

The company exchanged about $1.6 million of related party convertible debentures and $0.5 million of related party loans into 2,192 Series B Convertible Preferred Shares with a stated value of $1,000 per share and a 9% annual dividend, convertible into common shares at US$1.975 per share. GreenPower also converted 1,351 Series A Convertible Preferred Shares, recorded as a $1.6 million liability as of March 31, 2026, into approximately 1.5 million common shares, moving this amount into shareholder's equity.

In addition, the company issued 257,638 common shares at $1.44 per share to settle about $0.4 million of accrued interest owed to related parties on convertible debentures, and a related party exercised 256,410 warrants at $0.78 per share for gross proceeds of $0.2 million, receiving 256,410 common shares. All of these are classified as related party transactions under MI 61-101 but are exempt from formal valuation and minority approval requirements under specified sections.

Insights

Capital structure analyst

GreenPower converts related-party obligations to equity, modestly strengthening its balance sheet.

GreenPower undertook several capital structure moves that collectively add about $3.8 million to shareholder's equity for the quarter ended June 30, 2026. Most activity involved exchanging related party loans and convertible debentures into Series A and Series B preferred or common equity.

The company converted roughly $2.1 million of related party obligations into 2,192 Series B Convertible Preferred Shares paying a 9% dividend and convertible at US$1.975 per common share. It also moved a $1.6 million Series A preferred share liability into equity by converting into about 1.5 million common shares, plus issued shares for $0.4 million accrued interest and received $0.2 million cash from warrant exercises.

These steps reduce debt-like obligations to related parties and slightly increase equity and cash, while adding preferred securities with a fixed dividend and more common shares outstanding. All transactions are classified as related party transactions under MI 61-101 but rely on exemptions from formal valuation and minority approval, so future filings may give further context on longer-term impacts.

Key Figures

Equity increase: $3.8 million Series B Preferred exchange: $2.1 million Series A liability converted: $1.6 million +5 more

8 metrics

Equity increase $3.8 million Expected increase in shareholder's equity for quarter ended June 30, 2026

Series B Preferred exchange $2.1 million Related party loans and debentures exchanged into 2,192 Series B shares

Series A liability converted $1.6 million Series A Convertible Preferred liability moved to equity via common share conversion

Accrued interest settled in shares $0.4 million Settled using 257,638 common shares at $1.44 per share

Warrant exercise proceeds $0.2 million 256,410 warrants exercised at $0.78 per share by related party

Series B dividend rate 9% per annum Dividend on Series B Convertible Preferred Shares

Series B conversion price US$1.975 per share Conversion price for Series B Convertible Preferred into common

Common shares from Series A ≈1.5 million shares Common shares issued on conversion of 1,351 Series A Preferred Shares

Key Terms

Series B Convertible Preferred Shares, Series A Convertible Preferred Shares, related party transaction, Multilateral Instrument 61-101, +2 more

6 terms

Series B Convertible Preferred Shares financial

"into an aggregate of 2,192 Series B Convertible Preferred Shares, for a purchase price of approximately $2.1 million"

Series B convertible preferred shares are a class of company stock sold in a later private funding round that combines features of ownership and a debt-like safety net: holders get priority on payouts over common shareholders and can convert their shares into common stock, often at a set rate. For investors this matters because these shares reduce downside risk while preserving upside potential if the company grows, similar to a safety-lined ticket that can become a regular seat if the event becomes valuable.

Series A Convertible Preferred Shares financial

"the balance of Series A Convertible Preferred Shares, which were recorded as a liability for approximately $1.6 million"

Series A convertible preferred shares are an early round of investment stock that gives holders special rights, such as being paid before common shareholders if the company is sold or shuts down, and sometimes receiving fixed dividends. They can be exchanged for ordinary (common) shares under agreed conditions, so they act like a tradeable ticket that can become regular ownership later. For investors this matters because these shares reduce downside risk while preserving the upside and affect future ownership and dilution.

related party transaction financial

"Each of the transactions above involved a "related party" and are each considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101"

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.

Multilateral Instrument 61-101 regulatory

"within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

convertible debentures financial

"exchange of loans and convertible debentures owed to related parties into an aggregate of 2,192 Series B Convertible Preferred Shares"

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

warrants financial

"a related party exercised 256,410 warrants at an exercise price of $0.78 per share for gross proceeds of $0.2 million"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

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FAQ

How much did GreenPower Motor Company Inc. (GP) increase shareholder's equity this quarter?

GreenPower expects shareholder's equity to increase by approximately $3.8 million from these transactions. The increase comes mainly from converting related party loans, debentures, and preferred shares into equity, plus issuing new common shares and receiving warrant exercise proceeds.

What are the key components of GreenPower (GP)'s $3.8 million equity increase?

The equity increase comes from converting about $2.1 million of related party loans and debentures into Series B preferred shares, transferring a $1.6 million Series A preferred liability to equity, issuing shares for $0.4 million accrued interest, and receiving $0.2 million from warrant exercises.

What are the terms of GreenPower (GP)'s new Series B Convertible Preferred Shares?

The Series B Convertible Preferred Shares have a 9% annual dividend, a stated value of $1,000 per share, and are convertible into common shares at US$1.975 per share, which is 105% of the stated value, subject to specified adjustment provisions.

How many GreenPower (GP) common shares were issued to settle accrued interest and warrant exercises?

GreenPower issued 257,638 common shares at $1.44 to settle about $0.4 million of accrued interest, and a related party exercised 256,410 warrants at $0.78, receiving 256,410 common shares and providing $0.2 million in gross proceeds.

How many Series A Convertible Preferred Shares did GreenPower (GP) convert into common shares?

During the quarter, GreenPower converted 1,351 Series A Convertible Preferred Shares into approximately 1.5 million common shares. This conversion reclassified a $1.6 million liability recorded as of March 31, 2026 into shareholder's equity on the balance sheet.

How are these GreenPower (GP) transactions treated under MI 61-101 related party rules?

Each transaction is a related party transaction under MI 61-101 but is exempt from formal valuation and minority approval requirements. The exemptions relied upon are found in Sections 5.5(g) and 5.7(e) of MI 61-101, as referenced in the disclosure.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number 001-39476

GreenPower Motor Company Inc.

(Translation of registrant's name into English)

#240 - 209 Carrall Street, Vancouver, British Columbia  V6B 2J2

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  [X]  Form 40-F  [  ]

SUBMITTED HEREWITH

99.1 Press Release dated July 2, 2026

- 2 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GreenPower Motor Company Inc.

 /s/ Michael Sieffert

Michael Sieffert, Chief Financial Officer

Date:  July 2, 2026

Press Release

GreenPower Announces Completion of Transactions During
Quarter that Increase Shareholder's Equity by Approximately
$3.8 million

Vancouver, Canada, July 2, 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, today announces the completion of several transactions during the quarter ended June 30, 2026 that collectively are expected to increase shareholder's equity by approximately $3.8 million. The transactions include the exchange of loans and convertible debentures owed to related parties into an aggregate of 2,192 Series B Convertible Preferred Shares, for a purchase price of approximately $2.1 million and a stated value of $2.2 million (the "Preferred Share Offering"); the conversion of 1,351 Series A convertible preferred shares into common shares, which led to the transfer of a liability of approximately $1.6 million to equity; the issuance of 257,638 common shares at $1.44 per share to pay for $0.4 million of accrued interest owed to related parties on convertible debentures; and the exercise of 256,410 warrants owned by a related party for gross proceeds of $0.2 million, and the issuance of 256,410 common shares. 

The Preferred Share Offering involved the exchange of approximately $1.6 million of related party convertible debentures and $0.5 million of related party loans into an aggregate of 2,192 Series B Convertible Preferred shares with a stated value of $1,000 per share. The Series B Convertible Preferred Shares have a dividend rate of 9% per annum and each Series B Convertible Preferred Share is eligible to be converted into common shares of the Company at 105% of the stated value and are convertible at US$1.975 per Share, subject to adjustment as provided for in the rights and restrictions of the Series B Convertible Preferred Shares.

During the quarter ended June 30, 2026 the balance of Series A Convertible Preferred Shares, which were recorded as a liability for approximately $1.6 million as at March 31, 2026, were converted into approximately 1.5 million common shares. This conversion resulted in the transfer of the $1.6 million liability to shareholder's equity. The Series A Convertible Preferred Shares have a dividend rate of 9% per annum, a stated value of $1,000 per share, and each Series A Convertible Preferred Share is eligible to be converted into common shares of the Company at 105% of the stated value, and are convertible at fixed amounts that are subject to adjustment as provided for in the rights and restrictions of the Series A Convertible Preferred Shares. 

The Company also issued 257,638 common shares at $1.44 per share in settlement of $0.4 million of accrued interest up to June 30, 2026 owed to related parties on the convertible debentures. In addition, a related party exercised 256,410 warrants at an exercise price of $0.78 per share for gross proceeds of $0.2 million, and received 256,410 common shares of the Company. 

In summary, the following transactions completed during the three months ended June 30, 2026 contributed approximately $3.8 million to GreenPower's shareholder's equity:

• the conversion of $2.1 million of related party loans and related party convertible debentures into Series B Convertible Preferred Shares;

• the conversion of 1,351 Series A Convertible Preferred Shares into approximately 1.5 million common shares, resulting in the transfer of a $1.6 million liability to shareholder's equity;

• the issuance of 256,410 common shares to a related party from the conversion of 256,410 warrants for gross proceeds of $0.2 million;

• the issuance of 257,638 common shares to related parties to pay for approximately $0.4 million in accrued interest on convertible debentures owned by related parties. 

Each of the transactions above involved a "related party" and are each considered to be a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and the transactions with these investors are each considered to be a "related party transaction" within the meaning of MI 61-101 but each 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.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

For further information, contact:

Fraser Atkinson, CEO

(604)220-8048

Brendan Riley, President

(510) 910-3377

Michael Sieffert, CFO

(604) 563-4144

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.

©2026 GreenPower Motor Company Inc. All amounts are denominated in US dollars. All rights reserved.

Not for Distribution to United States News Wire Services or for
Dissemination in the United States

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