Workhorse-Motiv Merger: Forging a New Powerhouse in Commercial EVs

CINCINNATI, OH – November 25, 2025 – In a move poised to reshape the competitive landscape of commercial electric vehicles, shareholders of Workhorse Group have officially approved a merger with California-based Motiv Electric Trucks. The decision, announced today following the company’s annual meeting, sets the stage for the creation of a specialized leader in the burgeoning medium-duty EV market, a critical segment for last-mile delivery and vocational fleets.

The merger aims to combine Workhorse's manufacturing infrastructure and public market presence with Motiv's established powertrain technology and deep-rooted customer relationships. “We appreciate the support of our shareholders as we reach this important milestone,” said Rick Dauch, CEO of Workhorse, in a statement. He emphasized the goal to “better serve our blue-chip customer base” and enable shareholders “to benefit from the upside potential of our combined company.”

While the shareholder vote is a crucial step, the transaction's completion, expected in the coming weeks, hinges on securing a new debt financing facility and receiving final approval from Nasdaq. The deal represents more than just a corporate union; it's a strategic maneuver in an industry grappling with high capital demands, intense competition, and a race to achieve profitable scale.

A Strategic Consolidation

At its core, this merger is a calculated play to fuse complementary strengths. Workhorse brings its Union City, Indiana manufacturing plant to the table—a significant asset with a production capacity of up to 5,000 trucks annually. This provides an immediate path to scaled production that would be difficult and costly for a private company like Motiv to build from scratch.

On the other side of the transaction, Motiv Electric Trucks delivers a mature and proven technology stack. Founded in 2009, Motiv has evolved from a powertrain supplier to a full-fledged Original Equipment Manufacturer (OEM). Its latest “Argo” series of Class 4-6 trucks features advanced Lithium Iron Phosphate (LFP) battery systems, offering a practical range of up to 200 miles. This technology has already gained significant traction in the field, with over 370 vehicles deployed and more than 5 million miles driven for major North American fleets.

Perhaps more importantly, Motiv contributes a loyal customer base that includes industry giants like Cintas, Purolator, and Bimbo Bakeries. The fact that nearly two-thirds of its new sales come from repeat customers underscores the reliability and performance of its vehicles in real-world operations—a critical validation in the commercial sector. This established market trust is an invaluable asset for the combined entity.

The new leadership structure further signals the strategic direction. Scott Griffith, the current CEO of Motiv, is slated to become CEO of the merged company, with Workhorse's Rick Dauch transitioning to an advisory role. This suggests that Motiv’s operational strategy and technological vision will be central to the future of the new enterprise.

Navigating a Competitive and Maturing Market

The Workhorse-Motiv deal does not exist in a vacuum. It is indicative of a broader consolidation wave sweeping across the electric vehicle industry. The immense capital required to design, test, manufacture, and service EVs has created a challenging environment for smaller, independent players. This merger is a survival-and-growth strategy, designed to create a more resilient competitor against industry titans.

The competitive field is formidable. Ford Pro has aggressively expanded its commercial EV ecosystem, offering customers a comprehensive package of vehicles, software, charging, and service solutions. Meanwhile, Rivian, having proven its Electric Delivery Van (EDV) with over 20,000 units in Amazon’s fleet, is now opening up sales to all businesses, targeting the underserved small and medium-sized fleet market. These well-capitalized players, along with legacy giants like Daimler Truck, are setting a high bar for performance, reliability, and total cost of ownership.

Even so, the market is expanding rapidly enough to support new configurations of power. Driven by stringent emissions regulations like those from the California Air Resources Board (CARB) and ambitious corporate sustainability goals, the U.S. electric commercial vehicle market is projected to soar to nearly $56 billion by 2030. The combined Workhorse-Motiv entity is betting it can carve out a dominant niche in the medium-duty segment before the market fully matures.

The Financial Realities and Investor's Bet

Beneath the strategic vision lie stark financial realities that illuminate the necessity of this deal. The all-stock transaction values the combined entity at approximately $105 million, but the ownership structure is telling: Motiv's controlling investor will hold a majority stake of 62.5%, while existing Workhorse shareholders will be diluted to a 26.5% share. This structure suggests the merger is, in effect, a reverse takeover, providing Motiv with access to Workhorse's public listing and manufacturing assets.

For Workhorse, the deal provides a critical lifeline. The company has been navigating significant financial headwinds, including negative margins and a high debt-to-equity ratio, raising concerns about its long-term liquidity. The merger is projected to unlock at least $20 million in annual cost synergies by 2026 by streamlining R&D, administrative expenses, and facility operations—a potential 40% reduction in Workhorse's 2024 operating expenses.

However, the transaction's closure is contingent on securing $20 million in new debt financing, which will be provided by entities associated with Motiv's controlling investor. This funding is essential for near-term operations and scaling up manufacturing. The deal also requires Nasdaq's blessing to ensure the new entity meets all listing requirements. For Workhorse shareholders, the vote of approval represents a bet that their diluted stake in a stronger, more viable company will ultimately yield greater returns than a continued solo journey in a cutthroat market.

The Road Ahead: Integration and Execution

With shareholder approval secured, the focus now shifts to the complex task of integration. The plan to centralize production at the Union City plant provides a clear operational path forward. The real challenge will be in seamlessly merging the software, hardware, and intellectual property from both companies to create a cohesive product lineup that is both technologically superior and cost-effective.

The ultimate goal is to lower the total cost of ownership for fleet customers, a key metric that will determine the company's success against entrenched competition. The new leadership team, under Scott Griffith, will be tasked with navigating the inherent risks of any major merger—from clashing corporate cultures to unexpected operational disruptions.

The combination of Motiv's market-proven technology and Workhorse's manufacturing capacity creates a compelling blueprint for a leader in the medium-duty EV space. Success is not guaranteed, but the strategic logic is sound. For the newly formed entity, the challenge now shifts from negotiation to execution, as it races to prove that this combination can deliver on its promise to become a dominant force in the electrification of commercial transport.