Workhorse Group (WKHS) Proxy filing summary

Executive summary

• Completed a transformative merger with Motiv Electric Trucks in December 2025, creating a scalable commercial EV manufacturer with a robust product portfolio and manufacturing capacity exceeding 5,000 vehicles per year on a single shift.

• Integration of operations is on schedule, with all production lines consolidated and operational, targeting $20 million in annualized cost synergies by the end of 2026.

• The company is focused on reducing product costs through next-generation powertrain design, modular chassis development, and strategic supply chain management, aiming for prototype validation in late 2026 and production in early 2027.

• Significant commercial traction is evidenced by multiple 100-vehicle purchase orders and repeat customers, with a focus on driving EV cost structures toward parity with internal combustion engines.

• The company acknowledges ongoing challenges, including the need for disciplined cash management and evolving regulatory environments, but remains confident in its growth strategy and market opportunity.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven director nominees, approving executive compensation on an advisory basis, ratifying the appointment of Carr, Riggs & Ingram, L.L.C. as independent auditors for 2026, and approving the Amended and Restated 2023 Long-Term Incentive Plan.

• Each proposal requires a majority of votes cast for approval, and the board unanimously recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board consists of seven nominees with extensive experience in automotive, technology, finance, and manufacturing.

• The company qualifies as a "controlled company" under Nasdaq rules, relying on certain exemptions from governance requirements.

• Five directors are deemed independent, and the board separates the roles of Chairman and CEO.

• The board and its committees oversee risk, compliance, and governance, with regular executive sessions and a code of ethics in place.