Insider-linked loan swap gives GreenPower (NASDAQ: GP) 9% convertible preferred shares

Rhea-AI Filing Summary

GreenPower Motor Company Inc. has exchanged related-party term loans into 1,200 Series B Convertible Preferred Shares, with a total purchase price of US$1,140,000 and a stated value of US$1,200,000. The new preferred shares carry a 9% annual dividend and are convertible into common shares at US$1.975 per share, at 105% of their stated amount, which will increase shareholders’ equity by replacing debt with equity-like securities. An insider-related party participated, and the transaction is treated as a related-party transaction under MI 61-101 but relies on exemptions from formal valuation and minority approval. After issuance of these preferred shares, Fraser Atkinson and related entities continue to beneficially hold 27.1% of the 5,029,321 outstanding common shares on a non-diluted basis, and could hold 66.1% on a partially diluted basis if all options, warrants, debentures and preferred shares were converted.

Insights

Capital structure and governance analyst

GreenPower converts insider-related debt into yield-bearing, convertible preferred equity, increasing potential insider control.

The company exchanged related-party term loans for 1,200 Series B Convertible Preferred Shares with a stated value of US$1,200,000 and a 9% annual dividend. This replaces debt with preferred equity, boosting shareholders’ equity while adding a fixed dividend obligation.

The preferred shares are convertible into common stock at US$1.975 per share at 105% of stated amount. If all options, warrants, debentures and preferred shares were exercised or converted, Fraser Atkinson could hold 7,146,802 shares, or 66.1% of shares on a partially diluted basis, meaning effective majority influence.

The transaction is a related-party deal under Multilateral Instrument 61-101, but uses exemptions from formal valuation and minority approval under Sections 5.5(g) and 5.7(e). Actual effects on capital structure and governance will depend on future conversion decisions and how the company manages its dividend and financing profile.

Key Figures

Preferred shares issued: 1,200 Series B Convertible Preferred Shares Purchase price of preferreds: US$1,140,000 Stated value of preferreds: US$1,200,000 +5 more

8 metrics

Preferred shares issued 1,200 Series B Convertible Preferred Shares Exchanged for related-party term loans

Purchase price of preferreds US$1,140,000 Total purchase price for 1,200 Series B Convertible Preferred Shares

Stated value of preferreds US$1,200,000 Aggregate stated value (US$1,000 per Series B Convertible Preferred Share)

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

Conversion price US$1.975 per share Conversion price for common shares, at 105% of stated amount

Shares outstanding 5,029,321 shares Issued and outstanding common shares at issuance date, non-diluted

Atkinson stake non-diluted 27.1% of 5,029,321 shares Direct and indirect ownership after preferred issuance, non-diluted

Atkinson stake partially diluted 7,146,802 shares (66.1%) If all options, warrants, debentures and preferred shares are exercised/converted

Key Terms

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

6 terms

Series B Convertible Preferred Shares financial

"exchanged loans owed to a related party into 1,200 series B convertible preferred shares"

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.

Multilateral Instrument 61-101 regulatory

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

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.

related party transaction regulatory

"the Series B Convertible Preferred 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.

statutory hold period regulatory

"subject to a statutory hold period of four months plus a day from the closing"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

partially-diluted basis financial

"or 66.1% of the issued and outstanding Shares calculated on a partially-diluted basis"

A partially-diluted basis is a way of counting a company’s shares that includes currently outstanding shares plus certain likely additional shares from things like vested options, warrants, and convertible securities, but excludes more speculative or unissued items. For investors it gives a more realistic view of ownership stakes and per-share figures — like earnings per share — by showing dilution that is probable today, much as counting people with purchased tickets (but not those who might buy later) gives a clearer sense of how full a theater really is.

early warning report regulatory

"A copy of Atkinson's early warning report will appear on the Company's profile"

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

SUBMITTED HEREWITH

EXHIBIT 99.1 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED (NO. 333-276209) AND FORM S-8 (NO. 333-261422), TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED.

99.1 Press release dated April 1, 2026

- 2 -

SIGNATURES

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 Motors Inc.

/s/ Michael Sieffert

Michael Sieffert, Chief Financial Officer

Date:  April 1, 2026

Press Release

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

GreenPower Announces Exchange of Term Loans for

Series B Convertible Preferred Shares

Vancouver, Canada, April 1, 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 that it has exchanged (the "Preferred Share Offering") loans owed to a related party into 1,200 series B convertible preferred shares (each, a "Series B Convertible Preferred Share"), with a stated value of USD $1,000, for a purchase price of US$1,140,000 and a stated value of US$1,200,000.  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 amount of the Series B Convertible Preferred Share 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.

The exchange of term loans from related parties into Series B Convertible Preferred Shares will increase the Company's shareholder's equity.

An insider of the Companies that participated in the Preferred Share Offering  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 Series B Convertible Preferred Shares is 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.

All securities issued in the Preferred Share Offering will be subject to a statutory hold period of four months plus a day from the closing of the Preferred Share Offering in accordance with applicable securities legislation.

Early Warning Requirements - Fraser Atkinson

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

On March 31, 2026, the Company issued 818 Series B Convertible Preferred Shares to FWP Holdings LLC and 382 Series B Convertible Preferred Shares to 0851433 B.C. Ltd. Prior to the issuance of the Series B Convertible Preferred Shares, as previously disclosed in a press release dated January 29, 2026, Atkinson directly and indirectly owned and controlled securities which represent 27.1% of the 5,029,321 issued and outstanding Shares as at the date of the issuance of the Shares, on a non-diluted basis. If Atkinson were to exercise the stock options and the share purchase warrants and convert the Debentures and the Series B Convertible Preferred Shares, Atkinson would directly and indirectly own and control 6,539,207 Shares or 64.1% of the issued and outstanding Shares calculated on a partially-diluted basis. 

Following the issuance of the Series B Convertible Preferred Shares, Atkinson directly and indirectly owned and controlled an aggregate of:

• 536,230 Shares held directly;

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

• 659,204 Shares held indirectly through FWP Acquisition;

• 6,818 Shares held indirectly through FWP Holdings LLC, a private limited liability company owned by Fraser Atkinson;

• 70,893 Shares held indirectly through KFS Capital LLC, a private limited liability company owned by Fraser Atkinson;

• 85,031 Shares held indirectly through Koko Financial Services Ltd., a private company owned by Fraser Atkinson;

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

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

• 24,500 stock options;

• 54,348 share purchase warrants held by FWP Acquisition;

• Debentures in the amount of US$3,432,945 held by FWP Acquisition;

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

• 4,200 Series B Convertible Preferred Shares, 

which represents 27.1% of the 5,029,321 issued and outstanding Shares as at the date of the issuance of the Shares, on a non-diluted basis. If Atkinson were to exercise the stock options and the share purchase warrants and convert the Debentures and the Series B Convertible Preferred Shares, Atkinson would directly and indirectly own and control 7,146,802 Shares or 66.1% of the issued and outstanding Shares calculated on a partially-diluted basis. 

Atkinson intends to monitor the business and affairs of the Company, including its financial performance, and depending upon these factors, market conditions and other factors, additional securities of the Company may be acquired as is considered or deemed appropriate.  Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities regulatory requirements.

A copy of Atkinson's early warning report will appear on the Company's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by contacting Michael Sieffert at 604-563-4144.

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.

FAQ

What transaction did GreenPower Motor Company Inc. (GP) announce in this Form 6-K?

GreenPower exchanged related-party term loans for 1,200 Series B Convertible Preferred Shares. These shares have a stated value of US$1,200,000 and a purchase price of US$1,140,000, shifting obligations from debt into dividend-paying, convertible preferred equity within the company’s capital structure.

What are the key terms of GreenPower’s Series B Convertible Preferred Shares?

Each Series B Convertible Preferred Share carries a 9% annual dividend and a stated value of US$1,000. The shares are convertible into GreenPower common stock at 105% of stated amount, at a conversion price of US$1.975 per share, subject to adjustment under their rights and restrictions.

How does this transaction affect Fraser Atkinson’s ownership in GreenPower (GP)?

Following issuance of the Series B Convertible Preferred Shares, Fraser Atkinson and related entities beneficially own 27.1% of GreenPower’s 5,029,321 outstanding shares on a non‑diluted basis. If all options, warrants, debentures and preferred shares were converted, that position could reach 7,146,802 shares, or 66.1% partially diluted.

Why is GreenPower’s preferred share exchange considered a related-party transaction?

An insider of GreenPower participated in the preferred share exchange, making it a related-party transaction under Multilateral Instrument 61‑101. The company states the transaction is exempt from formal valuation and minority approval requirements using exemptions in Sections 5.5(g) and 5.7(e) of MI 61‑101.

Will the new Series B Convertible Preferred Shares issued by GreenPower be freely tradable?

No. All securities issued in the preferred share exchange are subject to a statutory hold period of four months plus one day from closing. This hold period is required under applicable securities legislation and temporarily restricts resale of the new preferred shares in the market.

Are GreenPower’s new preferred shares or related securities offered in the United States?

No. The company states the news release does not constitute an offer or solicitation in the United States. The securities are not registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons without an applicable registration or exemption.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 11.9 KB