Core Points - Workhorse Group, Inc. has adjourned its 2025 Annual General Meeting of Shareholders to November 25, 2025, to allow more time for shareholders to vote on proposals [1][2] - The company emphasizes the importance of shareholder participation in voting for the proposed merger with Motiv and other proposals to secure long-term growth opportunities [3][4] - Independent proxy advisory firms have recommended that shareholders vote in favor of the merger, highlighting its potential value [5] Company Overview - Workhorse Group, Inc. is focused on transitioning to zero-emission commercial vehicles, designing and building vehicles in the U.S. for last-mile delivery and medium-duty operations [9] Voting Information - Shareholders of record as of September 18, 2025, are entitled to vote, and those who have already voted do not need to take further action [6] - Voting can be done via proxy card, online, or by phone, with additional information available on the company's website [8]

Q3 2025 Earnings Call Today's Presenters © Copyright 2025 Workhorse. Confidential & Proprietary | 2 Rick Dauch CEO, Workhorse Bob Ginnan CFO, Workhorse November 11, 2025 Stan March VP, Corporate Development, Workhorse • 30+ years of automotive industry experience • 19 years serving in CEO roles • Multiple public and private board memberships • 25+ years of senior finance and leadership experience • Refined capital structures for firms in multiple industries • Executed multiple accounting and information tec ...

Core Viewpoint - Workhorse Group, Inc. has received recommendations from leading independent proxy advisory firms ISS and Glass Lewis to vote in favor of its transaction with Motiv Electric Trucks, highlighting the potential value this merger could deliver to shareholders [1][2]. Company Overview - Workhorse Group, Inc. is focused on the transition to zero-emission commercial vehicles, designing and building vehicles in the United States [7]. Transaction Details - The transaction with Motiv is seen as a significant milestone, providing shareholders with the opportunity to benefit from the growth potential in the medium-duty electric vehicle market [2][5]. - The merger is expected to create a platform for scalable growth, leveraging a diverse product portfolio and strong fleet relationships [5]. Strategic Rationale - The strategic rationale for the merger includes complementary businesses, expected scale benefits, and material cost synergies [5]. - The combined company aims to reduce unit costs and enhance competitiveness against both pure-play electric and legacy OEMs [5]. Financial Implications - The merger is projected to achieve at least $20 million in cost synergies by the end of 2026, through reductions in R&D, general and administrative expenses, and facility costs [5]. - A simplified capital structure and access to new financing are anticipated to support growth and margin expansion post-merger [5]. Market Position - Together, Workhorse and Motiv have served 10 of the largest medium-duty fleets in North America, enhancing customer confidence and market reach [5].

Financial Performance (Q2 2025) - Workhorse's sales, net of returns and allowances, for the three months ended June 30, 2025, were $5.7 million, compared to $0.8 million for the same period in 2024, representing an increase of $4.8 million[21] - Cost of sales for the three months ended June 30, 2025, was $13.1 million, compared to $7.3 million for the same period in 2024, an increase of $5.8 million[22] - Selling, general, and administrative expenses for the three months ended June 30, 2025, were $5.8 million, compared to $12.1 million for the same period in 2024, a decrease of $6.3 million[23] - Research and development expenses for the three months ended June 30, 2025, were $1.2 million, compared to $2.0 million for the same period in 2024, a decrease of $0.7 million[24] - As of June 30, 2025, Workhorse had $24.7 million in cash and cash equivalents, including restricted cash[25] Merger with Motiv Electric Trucks - Workhorse is undergoing a strategic merger with Motiv Electric Trucks to broaden the product portfolio and strengthen the financial position[34] - Motiv's controlling investor is expected to own approximately 62.5% of the combined company, while Workhorse shareholders are expected to own approximately 26.5%, and the senior secured lender approximately 11%[35] - The transaction is expected to bring in $45 million of added financing capacity upon closing[38] - The combined company is expected to achieve cost synergies of more than $20 million by the end of 2026[51] Strategic Priorities - Workhorse aims to complete the transaction with Motiv in Q4 2025, pending shareholder approvals and financing commitments[56]

Core Viewpoint - Workhorse Group Inc. is set to hold a conference call on August 19, 2025, to discuss its second quarter 2025 financial results and a previously announced transaction with Motiv Electric Trucks [1][3]. Company Overview - Workhorse Group Inc. focuses on the transition to zero-emission commercial vehicles, designing and building vehicles in the U.S. at its facility in Union City, Indiana [4]. - Motiv Electric Trucks, founded in 2009, is a manufacturer of medium-duty, zero-emission electric trucks and buses, producing various vehicle types that eliminate tailpipe emissions [5][6]. Financial Results and Transaction Discussion - The conference call will cover Workhorse's second quarter 2025 financial results, which were released on August 15, 2025 [1][3]. - Shareholders are encouraged to submit questions in advance of the call [2]. Conference Call Details - The call is scheduled for August 19, 2025, at 10:00 a.m. ET, with dial-in numbers provided for U.S. and international participants [3]. - A live broadcast and replay of the call will be available through Workhorse's website [4]. Regulatory and Proxy Information - Workhorse plans to file a Proxy Statement with the SEC regarding the proposed transaction with Motiv, urging shareholders to read the document carefully once available [7].

Core Viewpoint - Workhorse Group Inc. reported significant growth in sales and strategic developments, including a merger with Motiv Electric Trucks, aimed at enhancing its position in the zero-emission commercial vehicle market [2][5]. Financial Performance - Sales for Q2 2025 reached $5.7 million, a substantial increase from $0.8 million in Q2 2024, driven by higher shipments of W56 trucks [4]. - Cost of sales for Q2 2025 was $13.1 million, up from $7.3 million in the previous year, primarily due to increased sales volume and inventory reserves [6]. - Selling, general, and administrative expenses decreased to $5.8 million from $12.1 million year-over-year, reflecting cost-cutting measures [7]. - Research and development expenses fell to $1.2 million from $2.0 million, indicating a focus on efficiency [8]. - The net loss for Q2 2025 was $14.8 million, compared to a loss of $26.3 million in Q2 2024, showing improvement in financial performance [29]. Strategic Developments - Workhorse secured 36 purchase orders for W56 step vans during the quarter and shipped 32 units, indicating strong demand [5]. - The merger with Motiv Electric Trucks is expected to create a leading North American medium-duty electric truck OEM, enhancing operational efficiencies and product offerings [5]. - The combined company will leverage joint engineering and manufacturing capabilities to optimize costs and improve total cost of ownership for customers [5]. Operational Highlights - The W56 platform demonstrated reliability with over 97% uptime in real-world operations, accumulating over 212,000 miles across diverse conditions [5]. - Workhorse is expanding the application options for the W56, including the integration of the Utilimaster Aeromaster walk-in van body [5]. Cash Management - The company reduced operating expenses by $7.0 million year-over-year and secured interim funding of approximately $25 million related to the merger with Motiv [14][13]. - As of June 30, 2025, Workhorse had $2.2 million in cash and cash equivalents, alongside $22.5 million in restricted cash [12].

Financial Performance - Q1 2025 sales were $06 million, a decrease of $07 million compared to $13 million in Q1 2024, primarily due to the Aero divestiture and lower W4 CC and W56 truck sales[21] - Q1 2025 cost of sales was $52 million, a decrease of $22 million compared to $74 million in Q1 2024, mainly due to lower sales volume, partially offset by lower inventory reserves of $05 million and lower direct and indirect labor costs of $16 million[22] - Q1 2025 SG&A expenses were $68 million, a decrease of $73 million compared to $141 million in Q1 2024, driven by lower employee compensation ($44 million), consulting expenses ($10 million), legal and professional expenses ($07 million), marketing expenses ($05 million), and IT expenses ($05 million)[23] - Q1 2025 R&D expenses were $15 million, a decrease of $20 million compared to $35 million in Q1 2024, primarily driven by lower employee compensation ($13 million)[24] - Cash and cash equivalents, including restricted cash, totaled $306 million as of March 31, 2025[25,26] Operational Highlights - Secured initial W56 order with Gateway Fleets and purchase orders for 27 W56 step vans and 6 W4 CC/W750[10] - Delivered fully-upfitted W56 178-inch step-vans to FedEx, with vans to be in service at 12 FedEx terminals by the end of Q2[10] - Completed a 2,400-mile cross-country trip with the W56, achieving 27 MPGe at highway speeds, 53% lower fuel costs, and 40% lower scheduled maintenance than ICE vehicles[16] Strategic Priorities - The company is focused on converting finished goods inventory to cash, aiming to ship more trucks in Q2 2025 than in all of 2024[29] - The company reduced the cash burn rate to $28 million per month by year-end 2024[29] - Near-term priorities include growing backlog, advancing product roadmaps, and strengthening the financial position[31]

Financial Performance - Net sales decreased by $65 million, from $1309 million in 2023 to $6616 million in 2024 [24] - Cost of sales decreased by $95 million, from $3835 million in 2023 to $2884 million in 2024 [25] - Operating expenses decreased by $2838 million, from $8004 million in 2023 to $5166 million in 2024 [24] - Net loss decreased by $2213 million, from $12391 million in 2023 to $10179 million in 2024 [24] - Cash and cash equivalents decreased by $2172 million, from $2585 million in 2023 to $412 million in 2024 [30] Operational Highlights - Secured an order for 13 W56 trucks for a California-based linen fleet [11] - Reduced operating expenses to approximately $3 million per month [11] - The company's W56 trucks achieved a 96% uptime rate during peak season testing [23] Strategic Priorities - The company aims to reduce the cash burn rate [34] - The company plans to grow backlog and advance product roadmaps [36] - The company intends to strengthen its financial position [36]