Workhorse Group Inc.

Current report

The Merger is subject to a number of conditions and required regulatory approvals, which may not be satisfied in a timely manner or at all.

Current report

On August 15, 2025, the Company entered into the Merger Agreement, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Motiv. Upon consummation of the Merger, Merger Sub will cease to exist and Motiv will become a direct, wholly-owned subsidiary of Intermediate and an indirect, wholly-owned subsidiary of Workhorse. Consummation of the Merger is subject to certain closing conditions, including, among other things, (i) approval by Workhorse stockholders of the proposals described below, (ii) approval by the requisite Motiv stockholders of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, (iii) the repayment and cancellation of all outstanding Workhorse indebtedness (other than the Convertible Note and the Closing Debt Financing), (iv) Nasdaq’s approval of the listing of the shares of Workhorse Common Stock to be issued in connection with the Merger, (v) the Workhorse Board consisting of seven members, five of whom are designated by Motiv and two of whom are designated by Workhorse, (vi) the performance of the Repayment Agreement (as defined below), (vii) the parties’ entry into the Closing Debt Financing, and (viii) performance of the Sale Leaseback (as defined below). Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the Closing. The closing of the Merger is conditioned on the consummation of certain other transactions, including the Repayment and the Exchange. Such closing conditions may not be satisfied (or waived, if permitted by the Merger Agreement and applicable law) within the expected timeframe or at all. Many of the conditions to completion of the Merger are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, if permitted by the Merger Agreement and applicable law). The parties to the Merger Agreement may not receive the necessary approvals for the transaction or receive them within the expected timeframe. In addition, the Merger may fail to close for other reasons. Such a failure could have a material and adverse effect on the Company.

Current report

Uncertainties associated with the Merger could adversely affect our business, results of operations, financial condition and stock price.

Current report

The announcement and pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption and create uncertainties, which could have an adverse effect on our business, results of operations financial condition and stock price, regardless of whether the Merger is completed. These risks include, but are not limited to:

Current report

•an adverse effect on our relationship with suppliers, purchasers and personnel, including if our suppliers, purchasers or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Merger;

Current report

•distraction of our current personnel as a result of the Merger, which could result in a decline in their productivity or cause distractions in the workplace;

Current report

•difficulties attracting and retaining key personnel;

Current report

•a diversion of a significant amount of management time and resources towards completion of the Merger;

Current report

•possibly foregoing certain business opportunities or strategic transactions that we might otherwise pursue absent the pending Merger;

Current report

•significant or unexpected costs, charges or expenses resulting from the proposed Merger, including the requirement that we pay a termination fee under certain circumstances;

Current report

•uncertainties related to the continued availability of capital and financing and rating agency actions;

Current report

•potential litigation relating to the Merger that could prevent or delay the Merger or otherwise negatively impact the Company’s business; and

Current report

•other developments beyond our control, including, but not limited to, changes in industry-specific economic and market conditions that may affect the timing or success of the Merger.

Current report

Failure to complete the Merger within the expected timeframe, or at all, could adversely affect our business and stock price.

Current report

The closing of the Merger may not occur on the expected timeline or at all. While it is currently anticipated that the Merger will be consummated in the fourth quarter of calendar year 2025, we cannot assure you that the conditions set forth in the Merger Agreement and related transaction agreements will be satisfied (or waived, if permitted by the Merger Agreement and applicable law) in a timely manner or at all, or that an effect, event, development, or change will not transpire that could delay or prevent these conditions from being satisfied (or waived, if permitted by the Merger Agreement and applicable law).

Current report

In addition, we cannot assure you that the Company or Motiv will not terminate the Merger Agreement if entitled to do so. The Merger Agreement contains certain termination rights for the Company and Motiv. If the Merger Agreement is terminated and the Merger is not consummated, the price of our Common Stock may decline. In addition, upon termination of the Merger Agreement in specified circumstances, we may be required to pay a termination fee, and our obligations under the Convertible Note may be accelerated. If the Company is required to pay this termination fee, such fee, together with our obligations under the Convertible Note and costs incurred to execute the Merger Agreement and pursue the Merger, could have a material adverse effect on the Company’s financial condition, results of operations and stock price.

Current report

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger and may discourage other third parties from offering a favorable alternative transaction proposal.

Current report

In accordance with the Merger Agreement and subject to certain exceptions therein, we are restricted from soliciting, initiating, proposing or encouraging or facilitating alternative acquisition proposals from third parties and/or providing nonpublic information to third parties in response to any inquiries regarding, or the submission of any proposal or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement). Upon termination of the Merger Agreement under certain circumstances, including in connection with entry by the Company into a superior proposal, the Company will be required to pay Motiv a termination fee of $1,050,000. In addition, certain of the other

Current report

transactions entered into in connection with the Merger Agreement, including the Sale Leaseback and the Convertible Note

Current report

further limit our ability to pursue alternatives.

Current report

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business. We have agreed to use our commercially reasonable efforts to refrain from, among other things: incurring debt; increasing the compensation, benefits or severance or termination pay of any current or former employee (other than in the ordinary course of business for certain employees); settling certain legal proceedings; changing our material methods, principles or practices of financial accounting; and incurring certain capital expenditures, in each case, subject to certain exceptions set forth in the Merger Agreement. Because of these restrictions, we may be prevented from undertaking certain actions with respect to our strategic plans or the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

Current report

Lawsuits may be filed against us and the members of our Board of Directors arising out of the proposed Merger, which may delay or prevent the proposed Merger or otherwise negatively affect our business and operations.

Current report

Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against us, our Board of Directors and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our Board of Directors or others could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, results of operations, and financial condition.