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Workhorse Group Recommends Shareholders Follow Recommendations of Leading Independent Proxy Advisory Firms to Vote FOR Motiv Transaction Today

1. ISS and Glass Lewis recommend support for WKHS's merger with Motiv. 2. Transaction aims for cost synergies of at least $20 million by 2026. 3. Merger enhances scale and competitive positioning in the EV market. 4. Shareholders encouraged to vote FOR merger on November 12, 2025. 5. The merger reduces risks associated with WKHS's going concern status.

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FAQ

Why Bullish?

Support from ISS and Glass Lewis boosts shareholder confidence. Historical mergers in EV sectors demonstrate possible value appreciation.

How important is it?

The article discusses pivotal M&A that could reshape WKHS's market position and financial stability.

Why Short Term?

The upcoming vote on November 12 will influence immediate stock movements. Typically, significant shareholder votes can drive stock volatility.

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Motiv
November 04, 2025 16:05 ET  | Source: Workhorse Group, Inc. ISS and Glass Lewis Both Recognize Compelling Value Transaction Delivers to Workhorse Shareholders Visit votewkhs.com for Information on How to Vote CINCINNATI, Nov. 04, 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 announced that leading independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”) recommend that Workhorse shareholders vote FOR the Company’s transaction with Motiv Electric Trucks (“Motiv”) ahead of the upcoming 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) on November 12, 2025. Rick Dauch, CEO of Workhorse, said, “We are pleased that ISS and Glass Lewis recognize that our transaction with Motiv represents a significant milestone for our Company and gives our shareholders the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market. We encourage our shareholders to vote FOR our transaction with Motiv today, as well as the other Annual Meeting proposals.” In making the recommendations in its report, ISS stated*: “The transaction warrants support in light of the compelling strategic rationale and the board's reasonably thorough review of alternatives.”“The strategic rationale appears compelling as the companies have complementary businesses, and the transaction is expected to provide for various scale benefits, including material cost synergies.”“Finally, the company is a going concern risk and it seems that greater value can be achieved for shareholders via this merger relative to a liquidation scenario or other bankruptcy process.” By following the recommendations of ISS and Glass Lewis to vote FOR the transaction with Motiv, Workhorse shareholders have the opportunity to participate in the upside potential of the combined company that has: A platform for scalable growth, built on diverse product portfolio and top fleet relationships with Workhorse’s proven vehicles, manufacturing capabilities and national dealer network.Enhanced scale that will reduce unit costs and enable the combined company to more effectively compete with the industry’s pure-play electric and legacy OEMs on a total cost of ownership basis.Access to complementary blue-chip customer bases. Together, Motiv and Workhorse have served 10 of the largest medium-duty fleets in North America1 and will have the ability to increase customer contact and confidence by leveraging enterprise relationships, channel, and dealer-level go-to-market strategies. A strong financial foundation to fuel growth and margin expansion, with a simplified capital structure, access to new financing to fuel growth plans at close and the ability to raise additional capital after completion of the transaction.Compelling synergy opportunities with the potential to achieve at least $20 million of cost synergies, including through R&D, G&A, and facility cost-reductions, by the end of 2026. VOTE TODAY Your vote is very important. It does not matter how many shares you own. Our Annual Meeting is scheduled for November 12, 2025. Vote today by proxy card, online or by phone. For more information and additional materials visit www.votewkhs.com. SODALI & CO 430 Park Avenue14th FloorNew York, NY 10022 Banks and Brokers Call: (203) 658-9400Stockholders Call Toll Free: (800) 662-5200E-mail: WKHS@investor.sodali.com * Permission to use quotations was neither sought nor obtained. 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 KlassenJoele Frank, Wilkinson Brimmer Katcher212-355-4449 Investor Relations Contact:Tom Colton and Greg BradburyGateway Group949-574-3860WKHS@gateway-grp.com Additional Information and Where to Find It Workhorse has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) and a proxy card with respect to its solicitation of proxies for Workhorse’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Definitive Proxy Statement contains important information about the matters to be voted on at the Annual Meeting. STOCKHOLDERS OF WORKHORSE ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT WORKHORSE HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT WORKHORSE AND THE MATTERS TO BE VOTED ON AT THE ANNUAL MEETING. Stockholders are able to obtain a free copy of the Proxy Statement and other relevant documents once such documents are filed with the SEC from the SEC’s website at www.sec.gov, or by directing a request by mail to Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241, or from the Workhorse’s website at www.ir.workhorse.com. Participants in the Solicitation Workhorse and certain of its directors and officers may be deemed to be “participants” in the solicitation of proxies in respect of the matters to be considered about the Annual Meeting. Information concerning the directors and officers of Workhorse and interests of the persons who may be considered “participants” in the solicitation is set forth in Amendment No. 1 to Workhorse’s Annual Report on Form 10-K for the year ended December 31, 2024, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, filed with the SEC on April 30, 2025, and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1425287/000121390025037631/ea0239686-10ka1_workhorse.htm. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions. Copies of these documents can be obtained, without charge, at the SEC’s website at www.sec.gov, or by directing a request to Workhorse at the address above, or at www.ir.workhorse.com. Cautionary Note Regarding Forward-Looking Statements This communication 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 or incorporated by reference in this communication, including, among other things, statements regarding the proposed merger transaction between Workhorse and Motiv, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, 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 the combined company’s operations or operating results are forward-looking statements. Forward-looking statements may be identified by the use of the words “believe”, “plan”, “expect”, “estimate”, “budget”, “schedule”, “forecast”, “intend”, “anticipate”, “target”, “project”, “contemplate”, “predict”, “potential”, or “continue”, and similar words 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”. However, the absence of these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, Workhorse expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond the parties’ control. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements. The following risks and uncertainties, among others, could cause actual results or events to differ materially from those described in forward-looking statements: the parties’ ability to successfully integrate their businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all; the risk associated with Workhorse’s ability to obtain the approval of its shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms; the risk that any regulatory approval, consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; unanticipated difficulties, liabilities or expenditures relating to the transaction; the effect of the announcement, pendency or completion of the proposed transaction on the parties’ business relationships and business operations generally; the effect of the announcement or pendency of the proposed transaction on Workhorse’s common stock prices and uncertainty as to the long-term value of the combined company’s common stock; risks that the proposed transaction disrupts current plans and operations of the parties and their respective management teams and potential difficulties in hiring or retaining employees as a result of the proposed transaction; our ability to develop and manufacture our product portfolio, including the W4 CC, W750, and W56 and other programs; our ability to attract and retain customers for our existing and new products; ongoing and anticipated changes in the U.S. political environment, including those resulting from the new Presidential Administration, control of Congress, and changes to regulatory agencies; the implementation of changes to the existing tariff regime by the new Presidential Administration and measures taken in response to such tariffs by foreign governments; risks associated with obtaining orders and executing upon such orders; the unavailability, reduction, elimination or adverse application of government subsidies and incentives or any challenge to or failure by the federal government, states or other governmental entities to adopt or enforce regulations such as the California Air Resource Board’s Advanced Clean Fleet regulation; changes in attitude toward environmental, social, and governance matters among regulators, investors, and parties with which we do business; supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases impacting us, our customers, our suppliers or the industry; our ability to capitalize on opportunities to deliver products to meet customer requirements; our limited operations and need to expand and enhance elements of our production process to fulfill product orders; our general inability to raise additional capital to fund our operations and business plan; our ability to receive sufficient proceeds from our current and any future financing arrangements to meet our immediate liquidity needs and the potential costs, dilution and restrictions resulting from any such financing; our ability to maintain compliance with the listing requirements of the Nasdaq and the impact of any steps we have taken, including reverse splits of our common stock, on our operations, stock price and future access to funds; our ability to protect our intellectual property; market acceptance of our products; our ability to obtain sufficient liquidity from operations and financing activities to continue as a going concern and, our ability to control our expenses; the effectiveness of our cost control measures and impact such measures could have on our operations, including the effects of furloughing employees; potential competition, including without limitation shifts in technology; volatility in and deterioration of national and international capital markets and economic conditions; global and local business conditions; acts of war (including without limitation the conflicts in Ukraine and the Middle East) and/or terrorism; the prices being charged by our competitors; our inability to retain key members of our management team; our inability to satisfy our customer warranty claims; the outcome of any regulatory or legal proceedings, including with Coulomb Solutions Inc.; our ability to realize the benefits of the sale and leaseback transaction of our Union City Facility; and other risks and uncertainties and other factors discussed from time to time in our filings with the Securities and Exchange Commission (“SEC”). 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. ________________________ 1 Valgen and Motiv internal data.

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