
(in thousands)	June 30, 2026		December 31, 2025
Debt, beginning of period	$	15,429	$	68,363
Debt issued during period	38,250		32,000
Paid-in-kind interest accrued during period	209		17,389
Debt forgiven	—		(107,735)
Debt assumed	—		5,412
Change in fair value of convertible note	277		—
Debt, end of period	54,165		15,429
Debt, current portion	18,250		—
Debt, long-term portion	$	35,915	$	15,429

Motiv had a Senior Secured Promissory Note (the “A&R Senior Note”) through which it was provided loan advances at an interest rate of 20% per annum, compounded monthly, by MGMH. Prior to 2025, Motiv had amended and restated the A&R Senior Note to provide advances totaling $35.0 million. During the year ended December 31, 2025, we further amended and restated the A&R Senior Note to provide for an additional $22.0 million in loan advances.

On December 15, 2025, Workhorse entered into the Closing Debt Financing, consisting of the (i) Customer Order Credit Agreement and (ii) Cash Flow Credit Agreement, each by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and MGMH as lender.

The Customer Order Credit Agreement originally provided Workhorse with up to $40.0 million to fund vehicle manufacturing in connection with Qualified Purchase Orders (as defined in the Customer Order Credit Agreement). Under the Customer Order Credit Agreement, a Qualified Purchase Order includes purchase orders entered into between Workhorse and/or one or more of its subsidiaries and a customer made on terms approved by MGMH or substantially similar to terms previously approved by MGMH pursuant to a master purchase agreement or other standard terms and conditions approved by MGMH. The amount of funds advanced by MGMH upon the receipt of an acceptable purchase order will be determined by MGMH but will not exceed 70% of the purchase price for the ordered vehicles without MGMH’s consent. The Cash Flow Credit Agreement originally provided Workhorse with a line of credit with borrowing capacity of up to $10.0 million to fund its working capital requirements, including costs related to the Merger, and its general corporate purposes.

Workhorse’s outstanding obligations under each Credit Agreement bear interest at a reference rate equal to the term Secured Overnight Financing Rate for a three-month tenor (“SOFR”) plus an applicable margin of 5.00%. If SOFR is unavailable pursuant to the terms of the Credit Agreements, the reference rate will be the prime rate of interest per annum last quoted by The Wall Street Journal, and the applicable margin will be 2.50% per annum. Workhorse’s obligations under the Credit Agreements mature on December 15, 2028. MGMH’s obligation to advance additional funds under the Cash Flow Credit Agreement will terminate and thereafter be at the discretion of MGMH upon the consummation of a private investment in a public entity ("PIPE") transaction (as defined in the Credit Agreements) to the extent such PIPE occurs prior to the maturity date of the Cash Flow Credit Agreement. Both Credit Agreements contain customary representations and warranties, affirmative and negative covenants, and events of default, and provide for customary acceleration and remedy rights for MGMH upon the occurrence of an event of default by Workhorse.

Workhorse’s obligations under the Credit Agreements are senior secured obligations of Workhorse, ranking senior to all other indebtedness and, subject to certain limitations, are unconditionally guaranteed by each of Workhorse’s subsidiaries, pursuant to the terms of the Credit Agreements and secured by substantially all of the assets of Workhorse and its subsidiaries pursuant to a certain Security Agreement (the “Security Agreement”). Payments under the Cash Flow Credit Agreement are effectively subordinated to payments under the Customer Order Credit Agreement pursuant to the waterfall in the Security Agreement.

In April 2026, Workhorse made the following amendments to the Credit Agreements: (i) amends the Cash Flow Credit Agreement to increase the borrowing capacity from $10.0 million to $20.0 million, (ii) amends the Cash Flow Credit Agreement to defer interest payments on the additional $10.0 million Commitment until the Interest Payment Date (as defined in the Cash Flow Credit Agreement) occurring after September 30, 2026 and (iii) amends the Customer Order Credit Agreement to reduce the borrowing capacity from $40.0 million to $30.0 million.

In June 2026, Workhorse made the following amendments to the Credit Agreements: (i) amends the Cash Flow Credit Agreement to increase the borrowing capacity from $20.0 million to $30.0 million, (ii) amends the Cash Flow Credit Agreement to defer interest payments on the additional $10.0 million Commitment until the first Interest Payment Date (as defined in the Cash Flow Credit Agreement) occurring after September 30, 2026, (iii) amends the Customer Order Credit Agreement to reduce the borrowing capacity from $30.0 million to $20.0 million and (iv) obligates the Company to issue warrants to purchase equity interests in the Company within 45 days of the execution of the amendment or such later date as the lender agrees, with terms and in number to be mutually agreed, as consideration for the amendments therein. In August 2026, the Company further amended the Credit Agreements, as further described in Note 16, Subsequent Events.

As of June 30, 2026, we had $18.3 million in outstanding borrowings and remaining availability of $1.7 million under the Customer Order Credit Agreement, and we had $30.0 million in outstanding borrowings and no remaining availability under the Cash Flow Credit Agreement.

In August 2025, in connection with the execution of the Merger Agreement, Workhorse issued a secured convertible note to an affiliate of MGMH, with an aggregate principal balance of $5.0 million (the “Convertible Note,” and the transaction, the “Convertible Financing”). The Convertible Note is subordinated to the Closing Debt Financing and guaranteed by each of Workhorse’s subsidiaries. The Convertible Note bears interest at a rate of 8.0% per annum, subject to adjustment as set forth in the Convertible Note, compounded quarterly and increasing the principal outstanding under the Convertible Note. The Convertible Note matures August 15, 2027. The Convertible Note will be automatically convertible into a number of shares of Workhorse Common Stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells common stock or preferred stock that occurs after the Closing of the Merger (the “Equity Financing”).

On December 15, 2025, we assumed the Convertible Note in connection with the Merger, and the parties to the Convertible Note entered into an Amended and Restated Convertible Note (the “A&R Note”) to make the obligations under the Convertible Note, as amended, unsecured obligations of Workhorse and each guarantor party thereto. As a result, the Convertible Note Security Agreement that had been entered into in connection with the issuance of the Convertible Note was terminated on the Closing Date. The Convertible Note Subsidiary Guaranty that had been entered into in connection with the issuance of the Convertible Note was amended and restated (the “A&R Convertible Note Subsidiary Guaranty”) to incorporate the termination of the Convertible Note Security Agreement.

During the three and six months ended June 30, 2026, an Equity Financing has not occurred and therefore, there were no conversions of principal amounts outstanding under the Convertible Note to Common Stock. As of June 30, 2026, the estimated fair value of the A&R Note was $5.6 million with $0.4 million of paid-in-kind interest accrued and the aggregate principal amount outstanding was $5.0 million.

The fair value of the A&R Note as of June 30, 2026 was estimated using a scenario-based valuation approach that incorporated a discount rate of 11.2%, with a 50% probability assigned to an equity financing event occurring in September 2026 and a 50% probability that the note will be held to maturity in August 2027.