GreenPower (Nasdaq: GP) swaps insider debt for convertibles and preferred shares

Rhea-AI Filing Summary

GreenPower Motor Company Inc. reports that it has converted US$7,000,000 of principal and accrued interest on related-party loans into secured convertible debentures and additional related-party loans into 3,000 Series B Convertible Preferred Shares with an aggregate stated value of US$3,000,000. The debentures mature in three years, bear interest at 12% per annum, and are convertible into common shares at US$0.99 per share. The Series B Convertible Preferred Shares carry a 9% annual dividend and are convertible into common shares at 105% of their stated amount, or US$1.975 per share. Early warning disclosures show that, on a partially-diluted basis assuming exercise and conversion of all listed instruments, Fraser Atkinson could hold 64.09% and David Richardson 66.06% of the company’s shares.

Insights

Capital structure and governance analyst

GreenPower exchanges insider debt for convertibles, increasing potential ownership concentration.

GreenPower has converted related-party loans into three-year, 12% secured convertible debentures and 9% dividend-paying Series B Convertible Preferred Shares. This exchanges existing debt for hybrid securities that can turn into equity at fixed conversion prices of US$0.99 and US$1.975 per share.

The transactions involve insiders under MI 61-101 but use available exemptions from formal valuation and minority approval. Early warning data indicate that, if stock options, warrants, debentures and preferred shares were fully exercised or converted, Fraser Atkinson could reach 64.09% and David Richardson 66.06% ownership on a partially-diluted basis.

These changes highlight a shift toward more flexible capital instruments while increasing potential insider control. Actual dilution and ownership outcomes will depend on future share prices and whether the debentures and preferred shares are converted into common equity.

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 January 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 January 29, 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:  January 29, 2026

Press Release

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

GreenPower Announces Issuance of Convertible Debentures and
Series B Convertible Preferred Shares

Vancouver, Canada, January 29, 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 converted (the "Debenture Offering") US$7,000,000 of principal and accrued interest of outstanding loans with certain related parties of the Company into convertible debentures of the Company (each, a "Debenture").

"GreenPower has successfully converted $7 million of loans into secured convertible debentures and $3 million of loans into Series B Convertible Preferred Shares, further strengthening our capital structure and reinforcing our commitment to sustainable transportation solutions," said Fraser Atkinson, CEO of GreenPower. "These transactions demonstrate our ongoing ability to work collaboratively with our key stakeholders and related parties to advance the Company's growth and mission in the zero-emission vehicle sector. It will help ensure GreenPower's solid financial footing as we enter a phase of new manufacturing opportunities as recently announced in the state of New Mexico."

The Debentures have a maturity date (the "Maturity Date") of three (3) years and bear interest at the rate of 12% per annum (the "Interest"), which Interest shall be payable in increments of three (3) months, payable in cash or common shares (the "Shares") of the Company, at the option of the holders of the Debentures (each, a "Holder"), with the number of Shares to be determined at the closing price of the Shares on the day before the payment of Interest is due. The Debentures are secured behind the senior lenders.

The principal amount of the Debentures are convertible, at the option of the Holders, into Shares at a conversion price of US$0.99 per Share being equal to the closing price of the Shares on January 22, 2026, subject to adjustment in accordance with the terms of the Debentures.

The outstanding amount of the Debentures are secured by a general security agreement (the "GSA") entered into with the Company, which GSA is subordinated to the security guaranteed to CIBC and EDC, and each of the Holders entered into an agency and interlender agreement (the "Agency Agreement") with the Company.

The Company also announces that it has converted (the "Preferred Share Offering") loans owed to a related party into 3,000 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$2,850,000 and a stated value of US$3,000,000.  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.

Certain insiders of the Company participated in the Debenture Offering and the Preferred Share Offering and are 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 Debentures and the Series B Convertible Preferred Shares are considered to each 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 to in the Debenture Offering and the Preferred Share Offering will be subject to a statutory hold period of four months plus a day from the closing of the Debenture Offering and 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 January 9, 2026, the Company issued 641,025 Shares to FWP Acquisition, on January 13, 2026, the Company issued 403,225 Shares to Fraser Atkinson ("Atkinson"), on January 22, 2026, the Company issued a Secured Debenture in exchange for loans with FWP Acquisition in the amount of US$3,432,945, with Koko in the amount of US$108,055 and issued 3,000 Series B Convertible Preferred Shares to FWP Acquisition Corp.Prior to the issuance of the Shares, the Debentures and the Series B Convertible Preferred Shares, Atkinson directly and indirectly owned and controlled the following securities:

• 133,005 Shares held directly;
  
  
• 2,857 Shares held indirectly through Atkinson Family Trust;
  
  
• 18,179 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; and
  
  
• 54,348 share purchase warrants held by FWP Acquisition,

which represents 8.04% of the 3,985,071 issued and outstanding Shares as the date prior to the issuance of the Shares on a non-diluted basis. If Atkinson were to exercise the stock options and the share purchase warrants, Atkinson would directly and indirectly own and control 399,203 Shares or 9.82% of the issued and outstanding Shares calculated on a partially-diluted basis.

Following the issuance of the Shares, the Debentures and 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
  
  
• 3,000 Series B Convertible Preferred Shares,

which represents 27.13% 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 64.09% of the issued and outstanding Shares calculated on a partially-diluted basis. 

The Shares were issued in consideration for loans advanced to the Company, in consideration for personally guaranteeing a commercial bank's loan to the Company, and from the secured Debentures and Series B Convertible Preferred Shares received for the settlement of debt.  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 236-521-4642.

Early Warning Requirements - David Richardson ("Richardson")

On January 22, 2026, Countryman was issued a Debenture in the principal amount of US$3,549,000.

Prior to the issuance of the Debentures, Richardson directly and indirectly owned and controlled the following securities:

• 275,810 Shares held indirectly through Countryman;
  
  
• 11,500 Shares;
  
  
• 24,500 stock options; and
  
  
• 5,423,319 share purchase warrants held indirectly through Countryman,

which represents 7.2% of the 3,985,071 issued and outstanding Shares as the date prior to the issuance of the Debentures on a non-diluted basis. If Richardson were to exercise the stock options and the share purchase warrants, Richardson would directly and indirectly own and control 5,735,129 Shares or 60.80% of the issued and outstanding Shares calculated on a partially-diluted basis.

Following the issuance of the Debentures, Richardson directly and indirectly owned and controlled an aggregate of:

• 275,810 Shares held indirectly through Countryman;
  
  
• 11,500 Shares;
  
  
• 24,500 stock options;
  
  
• 5,423,319 share purchase warrants held indirectly through Countryman; and
  
  
• Debenture in the amount US$3,549,000 held indirectly through Countryman,

which represents 5.71% of the 5,029,321 issued and outstanding Shares as at the date of the issuance of the Debenture, on a non-diluted basis. If Richardson were to exercise the stock options and the share purchase warrants and conversion of the Debenture, Richardson would directly and indirectly own and control 13,971,079 Shares or 66.06% of the issued and outstanding Shares calculated on a partially-diluted basis.

The Debenture was acquired in consideration for settlement of debt.  Richardson 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 Richardson'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 capital restructuring did GreenPower Motor Company (GP) announce on this 6-K?

GreenPower converted US$7,000,000 of related-party loans into secured convertible debentures and additional loans into 3,000 Series B Convertible Preferred Shares with a US$3,000,000 stated value, reshaping its mix of debt and equity-linked obligations with fixed conversion terms and interest or dividend rates.

What are the key terms of GreenPower’s new convertible debentures?

The debentures have a three-year maturity, bear 12% annual interest, and are secured behind senior lenders. Principal is convertible at US$0.99 per share, equal to the January 22, 2026 closing price, with interest payable quarterly in cash or shares at the prevailing closing share price.

How are GreenPower’s Series B Convertible Preferred Shares structured?

The 3,000 Series B Convertible Preferred Shares have a stated value of US$1,000 each, a 9% annual dividend, and can convert into common shares at 105% of stated amount. They are convertible at US$1.975 per share, subject to adjustments under their rights and restrictions.

How did these transactions affect Fraser Atkinson’s potential ownership in GreenPower (GP)?

After the share issuances, debentures, and preferred shares, Fraser Atkinson directly and indirectly controls various shareholdings, options, warrants, debentures and preferred shares. On a partially-diluted basis, assuming full exercise and conversion, he could control 6,539,207 shares, or 64.09% of GreenPower’s issued and outstanding shares.

What is David Richardson’s potential ownership in GreenPower after receiving a debenture?

Following issuance of a US$3,549,000 debenture to Countryman, entities associated with David Richardson hold shares, options and warrants. If these options and warrants are exercised and the debenture converted, he could control 13,971,079 shares, representing 66.06% of GreenPower’s issued and outstanding shares on a partially-diluted basis.

Why are GreenPower’s debenture and preferred share issuances considered related party transactions?

Certain insiders participated, so the debenture and Series B Convertible Preferred Share issuances fall under MI 61-101 as related party transactions. GreenPower indicates they rely on exemptions in sections 5.5(g) and 5.7(e) of MI 61-101 from formal valuation and minority approval requirements for these financings.