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 in this communication, including, among other things, statements regarding the proposed Merger and other transactions described herein, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transactions, 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 either company’s operations or operating results are forward-looking statements. Some of these statements may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “targets”, “projects”, “contemplates”, “predicts”, “potential”, “continue”, or “believes”, 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”.

Forward-looking statements are based on the opinions and estimates of management of Workhorse as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties could give rise to a delay in or the failure to consummate the Merger or the other transactions described herein (collectively, the “Transactions”). Some factors that could cause actual results to differ include the outcome of continuing discussions between the Workhorse and Motiv with respect to the Transactions, including the possibility that the parties may terminate certain of the Transactions or that the terms of certain of the Transactions may change; our ability to consummate the Transactions or achieve the expected synergies and/or efficiencies; potential regulatory delays; the industry and market reaction to this announcement; the effect of the announcement of the Transactions on the ability of the parties to operate their businesses and retain and hire key personnel and to maintain favorable business relationships; the possibility that the integration of the parties may be more difficult, time-consuming or costly than expected or that operating costs and business disruptions may be greater than expected; the ability to obtain regulatory and other approvals required to consummate the Transactions, including from Nasdaq; the risk that the price of our securities may be volatile due to a variety of factors; changes in laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting our business; and our ability to maintain compliance with Nasdaq rules and otherwise maintain our listing of securities on Nasdaq.

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.

I understand

Frequently Asked Questions

What is the Workhorse Meeting about?
  • Workhorse is holding its Annual Meeting of shareholders on November 25, 2025, in connection with the proposed transaction with Motiv and our ordinary annual meeting proposals.
  • It is very important that Workhorse shareholders vote FOR all of the proposals so we can proceed with the Motiv transaction and provide shareholders the opportunity to participate in the upside of the combined company.
How do I vote for the Workhorse-Motiv transaction?
  • You can vote for all nine proposals by:
    • Attending the Workhorse Annual Meeting virtually on November 25, 2025.
    • Voting online before the meeting at www.proxyvote.com.
    • Voting online during the meeting at www.virtualshareholdermeeting.com/WKHS2025.  
  • Completing, signing, dating, and returning a proxy card to the mailing address provided.
  • If you are a beneficial owner of shares of Workhorse Common Stock, please refer to the vote instruction form provided by your broker, bank, or nominee.
Can I vote my shares without attending the Meeting?
  • Yes. If you’re a Workhorse shareholder as of September 18, 2025, you can vote by proxy by following the instructions provided in the proxy card mailed to you, or online at www.virtualshareholdermeeting.com/WKHS2025.
  • If you are a beneficial owner of shares of Workhorse Common Stock, please refer to the vote instruction form provided by your broker, bank or nominee.
What proposals do I need to vote on at the Workhorse Annual Meeting? Do I need to vote on all of them?
  • There are nine proposals up for a vote at the Workhorse Annual Meeting.
  • In order for us to complete the transaction with Motiv, and for our shareholders to participate in the potential upside of the combined company, we need Workhorse shareholders to approve all nine of the proposals in connection with the Meeting.  
  • We therefore encourage you to vote FOR all of the proposals in connection with the meeting as soon as possible.
Why is the Workhorse-Motiv transaction good for Workhorse shareholders?
  • The combination will provide Workhorse shareholders the opportunity to participate in the potential upside of a leader in the medium-duty EV commercial vehicle market, with a significant ownership stake in the combined company.
  • Workhorse also believes the actions to strengthen the combined company’s financial position will create opportunities for margin expansion and provide greater flexibility to pursue future growth initiatives.
  • Further, Workhorse and Motiv expect to have more scale and the ability to operate more efficiently, enabling the combined company to compete more effectively with the industry’s pure-play electric and legacy OEMs and also capitalize on new opportunities to serve more customers.
Why should I vote for Workhorse directors if they are going to be replaced once the transaction closes?
  • In order to complete the transaction, we need to remain compliant with our NASDAQ listing and therefore elect a slate of directors in the normal course at the Workhorse Annual Meeting.
  • As such, we need your vote FOR all proposals that are being brought forth at the Meeting, including the election of Workhorse directors.
Who is going to be on the new Board once the transaction is complete? Will it mostly be Motiv directors? When do I vote for that?
  • The Board will be appointed upon completion of the transaction, as described in the merger agreement and our SEC filings.
  • The Board will comprise seven directors, five of whom will be designated by Motiv and two of whom will be designated by Workhorse.
  • The specific individuals who will serve on the go-forward board have not yet been disclosed. That board will be up for election at the combined company’s next Annual Meeting.
  • In the meantime, we need shareholders to vote for Workhorse directors who are up for election so we can complete the transaction.
What is the deadline for getting my vote in for the Workhorse Annual Meeting?
  • Votes must be received at the Workhorse Annual Meeting or in advance of the Meeting, which is scheduled for November 25, 2025.
  • It is imperative that shareholders vote on all proposals, including those Annual Meeting proposals not related to the transaction with Motiv, to ensure that Workhorse can complete the transaction.
Why is Workhorse doing a reverse stock split?
  • Because the merger involves a change of control of Workhorse, Workhorse will be treated as a new applicant for Nasdaq listing and must meet Nasdaq’s initial listing standards. Those standards include a minimum price threshold. As a result, a reverse stock split will likely be necessary to enable Workhorse to complete its transaction with Motiv.
  • We encourage shareholders to get their votes in FOR the reverse stock split and all of the other proposals in connection with the meeting.
When would the Workhorse-Motiv transaction be completed?
  • The transaction is expected to close in the fourth quarter of 2025, subject to Workhorse shareholder approval and other customary closing conditions.