Exhibit 99.1

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 1 + August 19, 2025 Workhorse and Motiv Joint Conference Call

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 2 Legal Legends Cautionary Note Regarding 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 or incorporated by reference in this communication, including, among other things, statements regarding the proposed me rger transaction between Workhorse and Motiv, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, 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 the c omb ined 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”, “schedul ed” , “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, ev ent s 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 expre sse d 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 tha t 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; t he 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, includin g f rom 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 a bility 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 materia lly 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” the rein, 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 ou r 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. Additional Information and Where to Find It Workhorse intends to file with the SEC a Proxy Statement on Schedule 14A (the “Proxy Statement”). Workhorse may also file oth er relevant documents with the SEC regarding the transactions described herein. This document is not a substitute for the Proxy Statement or any other document that Workhorse may file with the SEC. Any Definitive Proxy Statement (i f and when available) will be mailed to shareholders of Workhorse. STOCKHOLDERS OF WORKHORSE ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIO NS DESCRIBED HEREIN, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CO NTA IN IMPORTANT INFORMATION ABOUT WORKHORSE, THE PROPOSED TRANSACTIONS DESCRIBED HEREIN, AND RELATED MATTERS. Stockholders will be able to obtain a free copy of the Proxy Statem ent (if and when available) and other relevant documents once such documents are filed with the SEC from the SEC’s website at www.sec.gov , or by directing a request by mail to Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241, or from th e Workhorse’s website at www.ir.workhorse.com . Participants in the Solicitation Workhorse and certain of its directors and officers may, under the rules of the SEC, be deemed to be “participants” in the so lic itation of proxies from its stockholders that will occur in connection with the meeting at which the transactions described herein may be presented to stockholders for approval (the “Meeting”). Information concerning the interests of the p ers ons who may be considered “participants” in the solicitation is set forth in Workhorse’s proxy statements and its Annual Reports on Form 10 - K previously filed with the SEC,and will be set forth in the Proxy Statement relating to the Meeting if and when the Proxy Statement becomes available. Copies of t hese documents can be obtained, without charge, at the SEC’s website at www.sec.gov, or by directing a request to Workhorse at the address above, or at www.ir.workhorse.com . No Offer or Solicitation This communication does not constitute a solicitation of a vote or a proxy, consent or authorization with respect to any secu rit ies. This communication also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be un law ful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933 , a s amended, or an exemption therefrom.

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 3 Bob Ginnan CFO, Workhorse Stan March VP, Corporate Development, Workhorse Today’s Presenters Rick Dauch CEO, Workhorse • 25+ years of senior finance and leadership experience • Refined capital structures for firms in multiple industries • Executed multiple accounting and information technology (“IT”) system installations • 29+ years executive experience across multiple industrial sectors • Extensive M&A, public affairs, investor relations and corporate communications experience • 30+ years automotive industry experience • 19 years serving in CEO roles • Multiple public and private board memberships Scott Griffith CEO, Motiv • 30+ years of experience in automotive, mobility, and technology industries • CEO of public and private companies, including Motiv and Zipcar • Board and advisory roles, co - founder of growth - stage companies

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 4 Agenda Introductions Q2 2025 Business Update & Financials WHKS - Motiv Merger Overview Near - Term Priorities Q&A Updated for Q2 and new photo Can we use a Vestis or FedEx logo'd truck?

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 5 ▪ Secured 36 POs in Q2 and shipped 32 units ▪ Real - world fleet performance and positive customer feedback driving repeat business and new orders ▪ W56 vehicles in service across an expanding network of FedEx terminals and other partner fleets ▪ Ongoing discussions with logistics providers and service fleets continue to expand the order pipeline Growing Fleet Momentum & Strategic Progress ▪ Completed testing of W56 140 kWh model; 100+ mile range with full payload ▪ Work in Q2 enabled new application options for the W56, including development and integration of the Utilimaster Aeromaster walk - in van body on the W56 chassis — now available for order Momentum in Fleet Orders & Deployments Advancing Product Flexibility ▪ Reduced operating expenses by $7.0 million YOY through disciplined cost management ▪ Maintained focus on cash conservation while executing key deliveries and advancing the product roadmap ▪ Continued efforts to convert finished goods inventory into cash Ongoing Financial Discipline ▪ Received ~$25M from Motiv’s controlling investor on 8/15 ▪ Interim funding used to support operations, debt repayment, and provide liquidity through deal close Near - Term Financial Position

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 6 Financial Summary Highlights Q2 2025 Unaudited Results Revenue Sales, net of returns and allowances for the three months ended June 30, 2025, and 2024 were $5.7 million and $0.8 million, respectively. For the three ended June 30, 2025, the increase in sales of $4.8 million was primarily due to the increased delivery of W56 trucks in the current period, partially offset by the Aero divestiture and higher W4 CC truck sales in the prior period. Cost of Sales Cost of sales for the three months ended June 30, 2025, and 2024 were $13.1 million and $7.3 million, respectively. The increase in Cost of sales of $5.8 million was primarily a result of higher sales volume and increase in inventory excess and obsolescence reserve of $1.8 million, which was partially offset by lower other production expenses of $1.2 million and lower direct and indirect labor costs of $0.2 million primarily due to lower headcount. Operating Expenses Selling, general and administrative expenses (“SG&A”) expenses for the three months ended June 30, 2025, and 2024 were $5.8 and $12.1 million, respectively. The decrease in SG&A of $6.3 million was primarily driven by a $3.1 million decrease in employee compensation and related expenses primarily due to lower headcount, a decrease of $0.8 million in consulting related expenses, a decrease in legal and professional expenses of $1.1 million, a decrease of $0.5 million in insurance expenses, a decrease in IT - related expenses of $0.4 million, lower corporate insurance of $0.5 million, and a $0.2 million decrease in depreciation and amortization expense due to the Aero divestiture. amortization expense due to the Aero divestiture . Research and development (“R&D”) expenses during the three months ended June 30, 2025, and 2024 were $1.2 million and $2.0 million, respectively. The decrease in R&D expenses of $0.7 million was primarily driven by a $0.1 million decrease in employee compensation and related expenses due to lower headcount, a $0.3 million decrease in prototype part expenses and $0.3 million decrease in rent expenses and depreciation and amortization expense. * Periods presented have been adjusted to reflect the 2024 reverse stock split (1 - for - 20), which was effective June 17, 2024 and the 2025 reverse stock split (1 - for - 12.5) which was effective March 17, 2025. Additional information regarding the reverse stock splits may be fo und in Note 1 – Summary of Business and Significant Accounting Principles to these Condensed Consolidated Financial Statements in this Quarte rly Report on Form 10 - Q Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Sales, net of returns and allowances $ 5,669,469 $ 842,440 $ 6,310,391 $ 2,181,735 Cost of sales 13,051,356 7,301,348 18,216,119 14,744,126 Gross loss (7,381,887) (6,458,908) (11,905,728) (12,562,391) Operating expenses Selling, general and administrative 5,844,698 12,066,553 12,628,609 26,161,831 Research and development 1,246,348 1,992,779 2,775,367 5,520,690 Total operating expenses 7,091,046 14,059,332 15,403,976 31,682,521 Loss from operations (14,472,933) (20,518,240) (27,309,704) (44,244,912) Interest expense, net (582,246) (2,028,808) (5,834,474) (3,193,401) Change in fair value of convertible notes (1,641,893) (3,130,051) (4,913,988) (3,597,925) Change in fair value of warrants 1,916,108 (642,900) 2,633,068 (4,439,548) Loss before provision for income taxes (14,780,964) (26,319,999) (35,425,098) (55,475,786) Provision for income taxes — — — — Net loss $ (14,780,964) $ (26,319,999) $ (35,425,098) $ (55,475,786) Net loss per share of common stock Basic and Diluted* $ (1.67) $ (17.45) $ (5.34) $ (40.81) Weighted average shares used in computing net loss per share of common stock Basic and Diluted* 8,827,196 1,508,403 6,630,399 1,359,416

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 7 © Copyright 2025 Workhorse. Confidential & Proprietary | 7 Balance Sheet Highlights Q2 2025 Unaudited Results Strengthening our balance sheet and liquidity position to better execute on our product roadmap and deliver for our customers Cash Balance (as of 6/30/25) • $24.7 million of cash and cash equivalents, including restricted cash Financing • Continued to access financing under March 2024 agreement * Periods presented have been adjusted to reflect the 2024 reverse stock split (1 - for - 20), which was effective June 17, 2024 and the 2025 reverse stock split (1 - for - 12.5) which was effective March 17, 2025. Additional information regarding the reverse stock splits may be found in Note 1 – Summary of Business and Significant Accounting Principles to these Condensed Consolidated Financial Statements in this Quarterly Report on Form 10 - Q (Unaudited) June 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 2,190,820 $ 4,119,938 Restricted cash 22,528,341 525,000 Accounts receivable, less allowance for credit losses of $0.3 million and $0.2 million as of June 30, 2025 and December 31, 2024, respectively 2,372,701 537,536 Other receivables, net 136,474 544,436 Inventory, net 32,757,831 41,839,020 Prepaid expenses and other current assets 3,702,346 5,865,890 Total current assets 63,688,513 53,431,820 Property, plant and equipment, net 29,145,327 32,976,581 Operating lease right-of-use assets, net 6,003,964 3,247,548 Finance lease right-of-use assets, net — 4,008,510 Other assets 416,308 176,311 Total Assets $ 99,254,112 $ 93,840,770 Liabilities Current liabilities: Accounts payable $ 10,823,073 $ 11,509,150 Accrued liabilities and other current liabilities 11,200,767 8,731,915 Deferred revenue 6,048,581 6,350,581 Warranty liability 1,151,614 861,409 Operating lease liability - current portion 1,593,131 984,407 Finance lease liability - current portion — 528,023 Warrant liability at fair value 3,145,592 5,778,660 Convertible notes at fair value 39,520,020 10,491,792 Total current liabilities 73,482,778 45,235,937 Operating lease liability-long-term 3,424,595 4,295,743 Financing lease liability-long-term — 21,165 Total Liabilities 76,907,373 49,552,845 Commitments and contingencies Stockholders’ Equity: Common stock, par value $0.001 per share, 36,000,000 shares authorized, 10,585,800 shares issued and outstanding as of June 30, 2025 and 3,843,336 shares issued and outstanding as of December 31, 2024 (presented on a reverse stock split-adjusted basis)* 10,586 3,843 Additional paid-in capital * 911,119,795 897,642,626 Accumulated deficit (888,783,642) (853,358,544) Total stockholders’ equity 22,346,739 44,287,925 Total Liabilities and Stockholders’ Equity $ 99,254,112 $ 93,840,770

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 8 ▪ Streamlined organization with strong products and reputation for reliability ▪ Advanced W56 roadmap with two wheelbase options and positive customer feedback ▪ Built a national dealer network and strong relationships with major medium - duty fleets ▪ Union City manufacturing facility established as a high - quality U.S. EV production hub Strategic Combination with Motiv Electric Trucks ▪ Combines complementary products, fleet relationships, and dealer networks ▪ Creates operational scale, cost synergies, and enhanced competitive positioning ▪ Strengthened financial foundation supports roadmap advancement, margin expansion, and long - term growth Leveraging a Strong Foundation Strategic Rationale & Shareholder Value ▪ Motiv’s controlling investor: ~62.5% ▪ Workhorse shareholders: ~26.5% ▪ Senior secured lender: ~11% (1) Ownership Post - Transaction ▪ Strategic merger with Motiv to broaden product portfolio and strengthen financial position ▪ Completed $20M sale - leaseback of Union City facility and $5M convertible note financing ▪ Simplifies capital structure by repaying/canceling senior secured debt and associated warrants ▪ Combined company expected to be able to access up to $20M in additional financing post - close Transaction Overview & Near - Term Liquidity (1) Represents rights to receive common stock that represent approximately 11%All ownership amounts are subject to certain po ten tial adjustments and additional future dilution. Additional information regarding Workhorse's agreement with its secured lender and select other parties are ava ilable in the Company's SEC filings.

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 9 Compelling TCO to Accelerate Adoption: Intends to be able to offer the highest quality, best performing medium - duty electric trucks & buses at a lower cost of ownership compared to ICE vehicles Broad Portfolio Targeting an Attractive Market: The merged company is expected to become a leader in the $23B+ (4) North American medium - duty truck segment with a full range of Class 4 - 6 trucks and buses Strong, Complementary Customer Base: Together, Motiv and Workhorse have served 10 of the largest medium - duty fleets in North America (5) . With very low overlap, there’s ample room for cross selling Scalable and Expandable U.S. Manufacturing: In one of the nation’s highest quality midwestern facilities, with capacity to eventually produce up to 5,000 trucks per year Strong Executive Leadership: Experienced management team ready to oversee the next phase of growth Stronger Financial Position and Simplified Capital Structure: Transaction is expected to bring in $45M of added financing capacity by closing, enabling greater flexibility to pursue future growth initiatives and increase margins. Combined company will seek to raise additional capital raise post - close Significant Synergies: Potential for end of year '26 cost synergies of more than $20M with opportunity to expand further Proven Direct Sales and Dealer Network: Joins Motiv’s existing direct fleet sales history with Workhorse’s network of truck dealers 1 2 3 5 8 7 6 4 ~ 26.5 % Ownership (1) ~62.5% Ownership Pro Forma Company 980 Cumulative Vehicles Delivered (2) 17M+ Cumulative Real - World Miles Driven (3) $45M New Capital Infusion NASDAQ: WKHS Private (1) Workhorse’s existing senior secured lender will have rights to receive common stock that represent approximately 11%. All ownership amounts are subject to certain potential adjustments and additional future dilution. Additional information regarding Workhorse’s agreement with its secured lender and select other parties are available in the Company’s SEC filings. (2) Source: Company sales data. (3) Source: Company operating data. (4) Represents 2025 annual forecast of registrations as of April 2024 per S&P Global Mobility for NTEA US Commercial Vehicle Market Report, multiplied by an assumed $100,000 value per truck. (5) Source: Valgen and Motiv internal data. Creating a Leading North American Medium - Duty Electric Truck OEM © Copyright 2025 Workhorse. Confidential & Proprietary | 9

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 10 In Development S Gen 6 Electrified Stripped Chassis - Standard and longer wheel base Class 5 and 6 Cab Chassis EPIC4 Class 4 Cab Chassis and Type A School Bus W4 CC Class 4 W56 Class 5/6 Step Van or Stripped Chassis - 140 kWh and 210 kWh - 1,000 and 1,200 cubic feet W750 Class 4 Step Van Broader Combined Portfolio Expands TAM $23B+ Medium - Duty (MD) Trucking Market in 2025 (1) (1) Represents 2025 annual forecast of registrations as of April 2024 per S&P Global Mobility for NTEA US Commercial Vehicle Mar ket Report, multiplied by an assumed $100,000 value per truck.

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 11 Strong, Complementary Customer Base ▪ Together, Motiv and Workhorse have existing commercial relationships with 10 of the largest medium - duty fleets (1) in North America ▪ Combined company positioned to expand through existing relationships ▪ Have ample room for cross - selling ▪ Combined company will have ability to increase customer contact and confidence by leveraging enterprise relationships, channel, and dealer - level go - to - market strategies (1) Source: Valgen and Motiv internal data.

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 12 Harmonizing Motiv’s consultative and direct selling methodology and process for growing from pilots to large multi - order relationships with WKHS’ robust dealer approach and network of truck dealers Combined Company to Benefit from Access to Proven Direct Sales and Dealer Network Brings ability to increase customer contact and confidence by leveraging enterprise relationships, channel, and dealer - level go - to - market strategies Motiv guides fleets from initial customer assessments , to pilots , to expansion, and to scaling - up by leveraging unique learnings gained through time and experience ▪ Phase 1: Establishing confidence in partner assessment ▪ Phase 2: Proving ground by building trust ▪ Phase 3: Targeting expansion using data as proof points ▪ Phase 4: Scaling up and maintaining long - term relationship Selling Methodology and Fleet Relationships National Dealer Network ▪ National coverage with concentration in key states for EV adoption ▪ 19 dealer locations ▪ Field service capabilities ▪ Custom upfit and body building partnerships ▪ Leasing and financing options through dealers ▪ 7 unique government cooperative purchasing contracts

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 13 Creating a Stronger Financial Position and Simplified Capital Structure The deal delivers significant new liquidity into the combined entity and with the potential to achieve at least $20 million of synergies by the end of 2026 Obtaining new debt financing to fuel go - forward plans Providing near - term liquidity to Workhorse and simplifying capital structure Proceeds used to support Workhorse through close and provide capital to pay down debt owed to Workhorse’s senior secured lender $20M Access to debt financing expected to be provided by entities affiliated with Motiv’s controlling investor in connection with closing, including a ~$10 million revolving credit facility and additional $10 million for manufacturing costs associated with confirmed purchase orders in ABL facility $20M S ale leaseback completed for Workhorse’s Union City facility $5M S ecured convertible note provided by entities affiliated with Motiv’s controlling investor Combined company will seek to raise additional financing post - closing to drive go forward strategic direction

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 14 Combined Company Poised to Create Long - term Shareholder Value Creating a leading North American medium - duty electric truck OEM with a broader product offering, stronger customer relationships and manufacturing facilities to drive growth Strengthening Workhorse’s near - and long - term financial positions Providing Workhorse shareholders with the opportunity to participate in the upside of a leader in the medium - duty EV commercial vehicle market

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 15 Near - Term Priorities Complete Transaction with Motiv ▪ Obtain shareholder approvals ▪ Close transaction and associated financing commitment ▪ Target transaction close in Q4 2025 Strengthen Financial Position & Operational Efficiency ▪ Fulfill existing fleet purchase orders ▪ Expand dealer - led sales and continue converting finished goods inventory into cash ▪ Focus on developing strategic go - to - market strategy ▪ Advance planning to optimize operations through combined engineering, supply chain, production capabilities and footprint ▪ Develop back - office and system integration plans Continue to Expand Product Portfolio ▪ Ensure reliable fleet operations and high customer satisfaction through dependable performance and responsive field support ▪ Finalize plans for W56 140 kWh production launch in 2026 ▪ Develop integrated plan to deliver consolidated R&D technology and product portfolio roadmap

 

 

© Copyright 2025 Workhorse. Confidential & Proprietary | 16 Questions?