Workhorse Group (WKHS) investor relations material

Executive summary

• Announced a definitive merger agreement between two electric truck manufacturers, with Motiv investors to own 62.5% post-closing, aiming to create a leading North American medium-duty electric truck OEM targeting the $23B+ market segment; closing expected in 2025 pending shareholder and regulatory approvals.

• The combined company will offer a full range of Class 4–6 electric trucks, leveraging a broad product portfolio, scalable U.S. manufacturing, and strong dealer/customer relationships.

• Transaction includes a $45M capital infusion, $20M sale-leaseback, and $5M convertible note financing to support liquidity and growth.

• Significant cost-saving measures implemented, including workforce reductions, divestiture of non-core businesses, and reduced SG&A and R&D expenses.

• Substantial doubt remains about ability to continue as a going concern due to recurring losses, negative working capital, and limited access to additional financing.

Financial highlights

• Q2 2025 sales were $5.7M, up from $0.8M in Q2 2024, driven by record shipments of 32 trucks and higher W56 deliveries; six-month sales reached $6.3M, up from $2.2M year-over-year.

• Net loss for Q2 2025 was $14.8M, improved from $26.3M in Q2 2024; six-month net loss was $35.4M, compared to $55.5M year-over-year.

• Operating expenses decreased by $7M year-over-year in Q2, with SG&A and R&D both significantly reduced.

• Gross loss for Q2 2025 was $7.4M, compared to $6.5M in Q2 2024, with cost of sales rising to $13.1M due to higher volume and inventory reserves.

• Cash and equivalents at June 30, 2025, were $2.2M, with $22.5M in restricted cash and $32.8M in inventory.

Outlook and guidance

• The combined company expects to access up to $20M in new debt financing at close, with additional capital raises planned for 2026 and beyond.

• Management expects the merger to deliver significant value, operational efficiencies, and $20M in cost synergies by 2026.

• Revenues from operations are not expected to meet liquidity needs for the next twelve months; continued reliance on third-party financing is anticipated.

• Focus remains on expanding the product portfolio, integrating R&D, fulfilling fleet purchase orders, and optimizing operations post-merger.

• Ongoing cost controls and capital expenditure reductions are expected, with capital allocated only to support firm orders.