Q2 2025 Workhorse Group Inc Earnings Call

Star Zero on your telephone keypad, a question and answer session will follow the formal presentation and you may be placed into question huge anytime by pressing star one on your telephone keypad. As a reminder, this conference is being recorded its now my pleasure to travel closer to your host San Martin from workforce. Please go ahead Sir.

Thank you Kevin Good morning, and welcome to this joint Workhorse motive conference call before we begin I'd like to note that we posted our financial results for the quarter ended June 32025 by a press release as well as filed its associated 10-Q with the SEC last Friday August 15, We also released the news of work.

Of course, a motive entering in the door to a definitive agreement via the press release and SEC form 8-K. Likewise on the 15 you can find all these documents as well as the presentation that will form the basis of today's conversation and the investor election, Investor Relations section of our website, we will track along with that presentation.

Speaker #2: Greetings and welcome to the Workhorse Group Inc. In Motive joint conference call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance, please press *0 on your telephone keypad.

Kevin: Greetings and welcome to the Workhorse Group Inc Q1 Joint Conference Call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance, please press star zero on your telephone keypad. A question and answer session will follow a formal presentation, and you may be placed into question queue at any time by pressing star one on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to turn the call over to your host, Stan March from Workhorse. Please go ahead, Stan.

This call.

On slide two you can find our legal legend at some of the comments that will be made today are forward looking and are subject to certain provisions and subject to risks and uncertainties as well.

Speaker #2: A question and answer session will follow a formal presentation, and you may be placed into the question queue at any time by pressing *1 on your telephone keypad.

Given that we will also be filing a proxy in the near future. Other notices are likewise described in this legend.

Speaker #2: As a reminder, this conference is being recorded. It's my pleasure to turn it over to your host, Stan March, from Workhorse. Please go ahead, Stan.

On slide three you can see the call participants today driving the call are Rick <unk>, our CEO, Bob <unk>, our CFO and Scott Griffin CEO of motive.

Speaker #3: Thank you, Kevin. Good morning and welcome to this joint Workhorse Motive conference call. Before we begin, I'd like to note that we posted our financial results for the quarter ended June 30, 2025, by a press release, as well as filed its associated 10-Q with the SEC last Friday, August 15.

Stan March: Thank you, Kevin. Good morning and welcome to this joint Workhorse Motive Conference Call. Before we begin, I would like to note that we posted our financial results for the quarter ended June 30, 2025, via press release, as well as filed its associated 10-Q with the SEC last Friday, August 15. We also released the news of Workhorse and Motive entering into a definitive merger agreement via the press release and SEC Form 8-K, likewise on the 15th. You can find all these documents, as well as the presentation that will form the basis of today's conversation, in the Investor Relations section of our website. We will track along with that presentation during this call. On slide two, you can find our legal legend. Some of the comments that will be made today are forward-looking and are subject to certain provisions and subject to risks and uncertainties as well.

And on slide four you will find our agenda for today's call. Following my opening remarks, I'll hand, it over to Rick who will give you an update on our Q2 performance as well as a business update.

Bob will then walk us through our Q2 financial results.

Speaker #3: We also released the news of Workhorse and Motive entering into a definitive agreement via the press release and SEC Form 8-K, likewise on the 15th.

Rick will then provide an initial merger overview and following that following those comments Scott will discuss the rationale and drivers to create a leading north American medium duty electric truck OEM.

Speaker #3: You can find all these documents, as well as the presentation that will form the basis of today's conversation, in the Investor Relations section of our website.

Rick will then close the conversation by reviewing the near term priorities for the companies before we open the call up to questions and with that brief introduction I will turn the call over to Rick.

Speaker #3: We'll track along with that presentation during this call. On slide two, you can find our legal legend. As some of the comments made today are forward-looking, they are subject to certain provisions and are subject to risks and uncertainties as well.

Thanks, Dan and thanks, everyone for joining us on the call. This morning.

We're excited to dive deeper into our recently announced strategic combination with motive as well as discuss our strong second quarter earnings results.

Speaker #3: Given that we'll also be filing a proxy in the near future, other notices are likewise described. In this legend, on slide three, you can see the call participants today.

Stan March: Given that we will also be filing a proxy in the near future, other notices are likewise described in this legend. On slide three, you can see the call participants today. Driving the call are Rick Dauch, our CEO, Bob Ginnan, our CFO, and Scott Griffith, CEO of Motive. On slide four, you will find our agenda for today's call. Following my opening remarks, I will hand it over to Rick, who will give you an update on our Q2 performance, as well as a business update. Bob will then walk us through our Q2 financial results. Rick will then provide an initial merger overview. Following those comments, Scott will discuss the rationale and drivers to create a leading North American medium-duty electric truck OEM. Rick will then close the conversation by reviewing the near-term priorities for the companies before we open the call up to questions.

I am pleased to have Scott Griffith the CEO of motive here with US today, who help unpack some details about the strategic transaction and share more about this holds for the future of both workhorse and motive.

Speaker #3: Driving the call are Rick Dauch, our CEO; Bob Ginnan, our CFO; and Scott Griffith, CEO of Motive. On slide four, you'll find our agenda for today's call.

First we'll start with workhorse of the second quarter of 2020 results, let's look at slide five.

In the second quarter, we secured 36 purchase orders for our Wi Fi six step vans shipping a record 32 trucks in the quarter.

Speaker #3: Following my opening remarks, I'll hand it over to Rick. We'll give you an update on our Q2 performance, as well as a business update.

These record results are testament to the hard work and dedication of the workhorse team and were driven by the proven operating performance of our <unk> hundred six line of vehicles.

Speaker #3: Bob will then walk us through our Q2 financial results. Rick will then provide an initial merger overview, and following that, Scott will discuss the rationale and drivers to create a leading North American medium-duty electric truck OEM.

And overwhelmingly positive customer feedback on these vehicles from the field.

Believe the growing demand, we see for our Wi Fi six further demonstrates the critical role workhorse plate in the emerging transition to EV technology in the commercial vehicle space and last mile delivery space.

Speaker #3: Rick will then close the conversation by reviewing the near-term priorities for the companies before we open the call up to questions. And with that brief introduction, I'll turn the call over to Rick.

Stan March: With that brief introduction, I will turn the call over to Rick.

As well as the market's recognition of the quality value dependability and durability of our vehicles.

Speaker #4: Thanks, Stan, and thanks everyone for joining us on the call this morning. We are excited to dive deeper into our recently announced strategic combination with Motive, as well as discuss our strong second quarter earnings results.

Bob Ginnan: Thanks, Stan, and thanks everyone for joining us on the call this morning. We are excited to dive deeper into our recently announced strategic combination with Motive, as well as discuss our strong second-quarter earnings results. I'm pleased to have Scott Griffith, the CEO of Motive, here with us today, who will help unpack some details about the strategic transaction and share more about what this holds for the future of both Workhorse and Motive. First, we'll start with Workhorse's second quarter 2025 results. Let's look at slide five. In the second quarter, we secured 36 purchase orders for our W56 step vans, shipping a record 32 trucks in the quarter.

The capability and reputation of our vehicles are being validated everyday in the field and well continue to accelerate as more of our vehicles hit the road.

Speaker #4: I'm pleased to have Scott Griffith, the CEO of Motive, here with us today. He'll help unpack some details about the strategic transaction and share more about what this holds for the future of both Workhorse and Motive.

There are currently more than 60, Wi Fi six vehicles operating in customer and partner fleets across the country, allowing diverse real world routes.

Additionally, we continued to advance our product plans to broaden the Wi Fi six application options.

Speaker #4: First, we'll start with Workhorse's second quarter 2025 results. Let's look at slide five. In the second quarter, we secured 36 purchase orders for our W56 step vans, shipping a record 32 trucks in the quarter.

This work included the completion of final durability testing on the 140 kilowatt design with a range of 100 miles, which is slated to go into production in early 2026.

It also included development and integration efforts to install the utility Master Aero Master walk in van body on the Wi Fi six chassis now available for order.

Speaker #4: These record results are a testament to the hard work and dedication of the Workhorse team, driven by the proven operating performance of our W56 line of vehicles, and overwhelmingly positive customer feedback on these vehicles from the field.

Bob Ginnan: These record results are a testament to the hard work and dedication of the Workhorse team, and we're driven by the proven operating performance of our W56 line of vehicles and overwhelmingly positive customer feedback on these vehicles from the field. We believe the growing demand we see for our W56 further demonstrates the critical role Workhorse plays in the emerging transition to EV technology in the commercial vehicle space and last-mile delivery space, as well as the market's recognition of the quality, value, dependability, and durability of our vehicles. The capability and reputation of our vehicles is being validated every day in the field and will continue to accelerate as more of our vehicles hit the road. There are currently more than 60 W56 vehicles operating customer and partner fleets across the country along diverse real-world routes.

This familiar time-tested body design adds flexibility to the all electric <unk> chassis platform delivering proven performance in the traditional step van form and configurations that many fleet operators know and trust.

Speaker #4: We believe the growing demand we see for our W56 further demonstrates the critical role Workhorse plays in the emerging transition to EV technology in the commercial vehicle space and last-mile delivery space.

We continue to operate efficiently extending the company's financial runway, enabling us to reach our strategic transaction with motive last week.

Speaker #4: As well as the market's recognition of the quality, value, dependability, and durability of our vehicles, the capability and reputation of our vehicles are being validated every day in the field.

This is reflected in the decrease in operating expenses by $7 million year over year, while shipping a record number of vehicles in the quarter.

Speaker #4: And we'll continue to accelerate as more of our vehicles hit the road. There are currently more than 60 W56 vehicles operating in customer and partner fleets across the country along diverse real-world routes.

Our near term liquidity was further bolstered by the interim funding for motives controlling investor totaling approximately $25 million through the sale leaseback and a secured convertible note financing transaction that we closed on last week.

Speaker #4: Additionally, we continue to advance our product plans to broaden the W56 application options. This work includes the completion of final durability testing on the 140-kilowatt design with a range of 100 miles, which is slated to go into production in early 2026.

Bob Ginnan: Additionally, we continue to advance our product plans to broaden the W56 application options. This work included the completion of final durability testing on the 140-kilowatt design with a range of 100 miles, which is slated to go into production in early 2026. It also included development and integration efforts to install the Utilimaster ArrowMaster walk-in van body on the W56 chassis, now available for order. This familiar, time-tested body design adds flexibility to the all-electric W56 chassis platform, delivering its proven performance in the traditional step van form and configurations that many fleet operators know and trust. We continue to operate efficiently, extending the company's financial runway, enabling us to reach our strategic transaction with Motive last week. This is reflected in a decrease in operating expenses by $7 million year-over-year, while shipping a record number of vehicles in the quarter.

This funding will be partially utilized to pay down debt owed to workhorse of existing senior secured lender and to finance operations through the close of the transaction.

With that I'd like to turn it over to Bob to provide additional color on our financial performance for the second quarter.

Speaker #4: It also included development and integration efforts to install the Utilimaster AeroMaster walk-in van body on the W56 chassis, now available for order. This familiar, time-tested body design adds flexibility to the all-electric W56 chassis platform, delivering its proven performance in the traditional step band form and configurations that many fleet operators know and trust.

Thanks, Rick and the second quarter workforce saw significant year over year improvement across almost every operating metric.

Let me start by comparing some straightforward numbers truck shipments in the second quarter of 2024, we shipped one truck compared to this year's second quarter. When we shipped 32, an increase of 31 trucks this year.

In fact in the first half of 2025, we have shipped 35 trucks, which is more trucks than we did in all of 2024, which was 29, which is 29.

Speaker #4: We continue to operate efficiently, extending the company's financial runway, enabling us to reach our strategic transaction with Motive last week. This is reflected in a decrease in operating expenses by $7 million year-over-year, while shipping a record number of vehicles in the quarter.

This shipment unit difference was driven almost exclusively by customer demand for the W. 56 step van.

Turning to slide six.

Sales net of returns and allowances for the second quarter of 2025 or $5 7 million compared to 800000 in the same same period a year.

Speaker #4: Our near-term liquidity was further bolstered by the interim funding from Motive's controlling investor, totaling approximately $25 million, through the sale-leaseback and a secured convertible note financing transaction that we closed on last week.

Bob Ginnan: Our near-term liquidity was further bolstered by the interim funding from Motive's controlling investor, totaling approximately $25 million, through the sale-leaseback and a secured convertible note financing transaction that we closed on last week. This funding will be partially utilized to pay down debt owed to Workhorse's existing senior secured lender and to finance operations through the close of the transaction. With that, I'd like to turn it over to Bob to provide additional color on our financial performance for the second quarter.

$4 8 million increase was due to higher <unk> shipments in the current period, partially offset by the loss of revenue due to the arrow divestiture and higher <unk> sales in the prior year.

Speaker #4: This funding will be partially utilized to pay down debt owed to Workhorse's existing senior secured lender and to finance operations through the close of the transaction.

Cost of sales for the second quarter of 2025 was $13 1 million, an increase of $5 8 million compared to $7 3 million in the prior year.

Speaker #4: With that, I'd like to turn it over to Bob to provide additional color on our financial performance for the second quarter.

Cost of sales increase was primarily driven by unit cost increase from higher sales volume and an increase in inventory excess and obsolescence reserves of $1 8 million.

Speaker #3: Thanks, Rick. In the second quarter, Workhorse saw a significant year-over-year improvement across almost every operating metric. Let me start by comparing some straightforward numbers: truck shipments.

Bob Ginnan: Thanks, Rick. In the second quarter, Workhorse saw a significant year-over-year improvement across almost every operating metric. Let me start by comparing some straightforward numbers: truck shipments. In the second quarter of 2024, we shipped one truck, compared to this year's second quarter when we shipped 32, an increase of 31 trucks this year. In fact, in the first half of 2025, we have shipped 35 trucks, which is more trucks than we did in all of 2024, which was 29. This shipment unit difference was driven almost exclusively by customer demand for the W56 step van. Turning to slide six, sales net of returns and allowances for the second quarter of 2025 were $5.7 million, compared to $800,000 in the same period of the year.

Which was partially offset by lower production expenses of $1 2 million and lower direct and indirect labor costs of 200000, primarily due to lower head count.

Speaker #3: In the second quarter of 2024, we shipped one truck, compared to this year's second quarter when we shipped 32, an increase of 31 trucks a year.

Okay.

Speaker #3: In fact, in the first half of 2025, we have shipped 35 trucks, which is more trucks than we did in all of 2024, where we shipped 29.

Selling general and administrative expense in the second quarter of 2025 were $5 8 million a decrease of $6 3 million compared to $12 1 million in the prior year.

The decrease in SG&A expense is primarily driven by a $3 $1 million decrease in employee compensation related expenses, primarily due to lower equity compensation and lower head count.

Speaker #3: This shipment unit difference was driven almost exclusively by customer demand for the W56 step band. Turning to slide six, sales net of returns and allowances for the second quarter of 2025 were $5.7 million, compared to $800,000 in the same period a year ago.

The decrease in legal and professional expenses of $1 1 million. The decrease in <unk> related expense of 400000, lower corporate insurance of 500000 or $200000 decrease in depreciation and amortization expense due to the arrow divestiture.

Speaker #3: $4.8 million increase was due to higher W56 shipments in the current period, partially offset by the loss of revenue due to the aero divestiture and higher W4CC sales in the prior year.

Bob Ginnan: The $4.8 million increase was due to higher W56 shipments in the current period, partially offset by the loss of revenue due to the aero divestiture and higher W4 CC sales in the prior year. Cost of sales for the second quarter of 2025 was $13.1 million, an increase of $5.8 million compared to $7.3 million in the prior year. The cost of sales increase was primarily driven by unit cost increase from higher sales volume and an increase in inventory excess and obsolescence reserves of $1.8 million, which was partially offset by lower production expenses of $1.2 million and lower direct and indirect labor costs of $200,000, primarily due to lower headcount. Selling general administrative expense in the second quarter of 2025 were $5.8 million, a decrease of $6.3 million compared to $12.1 million in the prior year.

Research and development expenses during the second quarter of 2025% to $1 2 million a decrease of 700000 compared to $2 million in the prior year. The decrease in R&D expense was primarily driven by $100000 decrease in employee compensation related expenses due to lower head count of $300000 decrease in prototype part expenses and a 300000.

Speaker #3: Cost of sales for the second quarter of 2025 was $13.1 million, an increase of $5.8 million compared to $7.3 million in the prior year.

Speaker #3: The cost of sales increase was primarily driven by unit cost increases from higher sales volume and an increase in inventory excess and obsolescence reserves of $1.8 million.

Kris and rent expenses as well as depreciation and amortization expense.

Speaker #3: which was partially offset by lower production expenses of $1.2 million and lower direct and indirect labor costs of $200,000, primarily due to lower headcount.

Looking at the same key parameters for revenue and operating costs for the first half of 2024 and 2025.

Sales net of returns and allowances for the first half of 2005, 2024 were $6 3 million and $2 2 million respectively.

Speaker #3: Selling, general, and administrative expenses in the second quarter of 2025 were $5.8 million, a decrease of $6.3 million compared to $12.1 million in the prior year.

For the six months ended June 32025, the increase in sales of $4 1 million was primarily due to the increased delivery of Wi Fi six trucks.

Speaker #3: The decrease in SG&A expenses was primarily driven by a $3.1 million decrease in employee compensation-related expenses, primarily due to lower equity compensation and a lower headcount.

Bob Ginnan: The decrease in SG&A expense was primarily driven by a $3.1 million decrease in employee compensation-related expenses, primarily due to lower equity compensation and lower headcount. A decrease in legal and professional expenses of $1.1 million, a decrease in IT-related expense of $400,000, lower corporate insurance of $500,000, and a $200,000 decrease in depreciation amortization expense due to the aero divestiture. Research and development expenses during the second quarter of 2025 were $1.2 million, a decrease of $700,000 compared to $2 million in the prior year. The decrease in R&D expense was primarily driven by a $100,000 decrease in employee compensation-related expenses due to lower headcount, a $300,000 decrease in prototype part expenses, and a $300,000 decrease in rent expenses, as well as depreciation and amortization expense.

Cost of sales for the first half of 2025, and 2024 were $18 2 million and $14 7 million respectively.

Speaker #3: A decrease in legal and professional expenses of $1.1 million, a decrease in IT-related expense of $400,000, lower corporate insurance of $500,000, and a $200,000 decrease in depreciation amortization expense due to the aero divestiture.

Kris a cost of sales of $3 5 million was driven due to the increase in sales volume as well as the $1 3 million increase in warranty reserve expenses, which was offset by $1 6 million decrease in direct and indirect labor costs and a $1 3 million reversal of infrastructure expenses previously accrued.

Speaker #3: Research and development expenses during the second quarter of 2025 were $1.2 million, a decrease of $700,000 compared to $2 million in the prior year.

SG&A expenses during the first six months of 2025, and 2024 were $12 6 million and $26 2 million respectively.

Speaker #3: The decrease in R&D expenses was primarily driven by a $100,000 decrease in employee compensation-related expenses due to lower headcount, a $300,000 decrease in prototype part expenses, and a $300,000 decrease in rent expenses, as well as depreciation and amortization expense.

Decrease in SG&A of $13 6 million was primarily driven by $7 2 million decrease in employee compensation and related expenses due to lower head count and equity compensation.

Speaker #3: Looking at the same key parameters for revenue and operating costs for the first half of 2024 and 2025, sales net of returns and allowances for the first half of 2025 and 2024 were $6.3 million and $2.2 million, respectively.

Bob Ginnan: Looking at these same key parameters for revenue and operating costs for the first half of 2024 and 2025, sales net of returns and allowances for the first half of 2025 and 2024 were $6.3 million and $2.2 million, respectively. For the six months ended June 30th, 2025, the increase in sales of $4.1 million was primarily due to the increased delivery of W56 trucks. Cost of sales for the first half of 2025 and 2024 were $18.2 million and $14.7 million, respectively. The increase in cost of sales of $3.5 million was driven due to the increase in sales volume, as well as a $1.3 million increase in warranty reserve expenses, which was offset by a $1.6 million decrease in direct and indirect labor costs and a $1.3 million reversal of infrastructure expenses previously accrued.

A decrease of $1 8 million and consulting related expenses, a decrease in legal and professional expenses of $1 9 million a decrease of $1 1 million in insurance expense a decrease in <unk> related expenses of 900000, and a $300000 decrease in depreciation and amortization expense due to the arrow divestiture.

Speaker #3: With six months into June 30, 2025, the increase in sales of $4.1 million was primarily due to the increased delivery of W56 trucks.

Research and development expense during the first six months of 2025% to 224 were $2 8 million and $5.

Speaker #3: Cost of sales for the first half of 2025 and 2024 were $18.2 million and $14.7 million, respectively. The increase in cost of sales of $3.5 million was driven by the increase in sales volume, as well as a $1.3 million increase in warranty reserve expenses, which was offset by a $1.6 million decrease in direct and indirect labor costs, and a $1.3 million reversal of infrastructure expenses that had been previously accrued.

$5 million respectively.

The decrease in R&D expense of $2 7 million was primarily driven by successful completion of the Wi Fi six initial design and production of the Wi Fi six Wi Fi 608 inch wheel base truck program in the prior year.

So to summarize year over year revenue and operating costs were six month's period revenues up $4 1 million operating expenses were down $16 $3 million.

Speaker #3: SG&A expenses during the first six months of 2025 and 2024 were $12.6 million and $26.2 million, respectively. The decrease in SG&A of $13.6 million was primarily driven by a $7.2 million decrease in employee compensation-related expenses due to lower headcount and equity compensation.

Bob Ginnan: SG&A expenses during the first six months of 2025 and 2024 were $12.6 million and $26.2 million, respectively. The decrease in SG&A of $13.6 million was primarily driven by a $7.2 million decrease in employee compensation and related expenses due to lower headcount and equity compensation. A decrease of $1.8 million in consulting-related expenses, a decrease in legal and professional expenses of $1.9 million, a decrease of $1.1 million in insurance expense, a decrease in IT-related expenses of $900,000, and a $300,000 decrease in depreciation and amortization expense due to the aero divestiture. Research and development expense during the first six months of 2025 and 2024 were $2.8 million and $5.5 million, respectively. The decrease in R&D expense of $2.7 million was primarily driven by successful completion of the W56 initial design and production of the W56 and the W56 208-inch wheelbase truck program in the prior year.

Turning back to Q2 interest expense net for the second quarter of 2000 to Avaya was 600000 compared to $2 million in the prior year. The decrease was primarily driven by higher financing fees related to the 2024 notes in the prior year.

As of June 32025, the estimated fair value of the 2024 notes totaled $39 5 million. During the three months ended June 32025, the institutional investor converted $13 5 million of principal into common stock.

Speaker #3: A decrease of $1.8 million in consulting-related expenses, a decrease in legal and professional expenses of $1.9 million, a decrease of $1.1 million in insurance expense, a decrease in IT-related expenses of $900,000, and a $300,000 decrease in depreciation and amortization expense due to the aero divestiture.

The company recorded a $5 4 million fair value net gain on conversion in the condensed.

Consolidated statements of operations during.

Speaker #3: Research and development expenses during the six months of 2025 and 2024 were $2.8 million and $5.5 million respectively. The decrease in R&D expense of $2.7 million was primarily driven by successful completion of the W56 initial design and production of the W56 and the W56 208-inch wheelbase truck program in the prior year.

During the three months ended June 32025, and 2024, we recorded a $1 $6 million fair value net loss and a $3 1 million fair value net loss, respectively, and the consolidated financial statements.

As of June 32025, the estimated fair value of outstanding warrants totaled $3 1 million during the three months.

Speaker #3: So, to summarize: year-over-year revenue and operating costs for the six-month period, revenues were up $4.1 million, and operating expenses were down $16.3 million. Turning back to Q2, net interest expense for the second quarter of 2025 was $600,000, compared to $2 million in the prior year.

Bob Ginnan: To summarize, year-over-year revenue and operating costs for the six-month period, revenue is up $4.1 million, operating expenses were down $16.3 million. Turning back to Q2, interest expense net for the second quarter of 2025 was $600,000 compared to $2 million in the prior year. The decrease was primarily driven by higher financing fees related to the 2024 notes of the prior year. As of June 30th, 2025, the estimated fair value of the 2024 notes totaled $39.5 million. During the three months ended June 30th, 2025, the institutional investor converted $13.5 million of principal into common stock, and the company recorded a $5.4 million fair value net gain on conversion in the consolidated statements of operations. During the three months ended June 30, 2025 and 2024, we recorded a $1.6 million fair value net loss and a $3.1 million fair value net loss, respectively, in the consolidated financial statements.

For the second quarter, the company recorded $1 9 million fair value gain and a 600000, a fair value loss, respectively relating to outstanding warrants.

Overall net loss was six months ended June 32025 has improved from $55 $5 million in 2024 to $35 4 million in 2025, if you factor out the interest some fair value adjustments the net loss from operations improved from $44 2 million to $27 3 million.

Speaker #3: The decrease was primarily driven by higher financing fees related to the 2024 notes in the prior year. As of June 30, 2025, the estimated fair value of the 2024 notes totaled $39.5 million. During the three months leading up to June 30, 2025, the institutional investor converted $13.5 million in principal into common stock.

Turning to our balance sheet on slide seven as of June 32025, the company had $2 $2 million of cash and cash equivalents and $22 $5 million in restricted cash.

Speaker #3: And the company recorded a $5.4 million fair value net gain on conversion in the consolidated statements of operations. During the three months ended June 30, 2025, and 2024, we recorded a $1.6 million fair value net loss and a $3.1 million fair value net loss, respectively, in the consolidated financial statements.

Counts receivable of $2 4 million other receivables.

$100000.

Tori net of reserves of $32 8 million in accounts payable of $10 8 million.

Connection with the with the proposed transaction with motive workhorse completed two transaction with entities affiliated with most petroleum investor, including a $20 million sale of these sale leaseback.

Speaker #3: As of June 30, 2025, the estimated fair value of outstanding warrants totaled $3.1 million. During the three months of the second quarter, the company recorded a $1.9 million fair value gain and a $600,000 fair value loss, respectively, relating to outstanding warrants.

Bob Ginnan: As of June 30, 2025, the estimated fair value of outstanding warrants totaled $3.1 million. During the three months for the second quarter, the company recorded a $1.9 million fair value gain and a $600,000 fair value loss, respectively, relating to outstanding warrants. Overall, net loss for the six months ended June 30, 2025 has improved from $55.5 million in 2024 to $35.4 million in 2025. If you factor out the interest and fair value adjustments, the net loss from operations improved from $44.2 million to $27.3 million. Turning to our balance sheet on slide seven, as of June 30, 2025, the company had $2.2 million of cash and cash equivalents and $22.5 million in restricted cash, accounts receivable of $2.4 million, other receivables of $100,000, inventory net of reserves of $32.8 million, and accounts payable of $10.8 million.

For Workhorses Union City, Indiana manufacturing facility as well as <unk>.

Appeared convertible note financing for $5 million each of which were confident at the time of the execution of the merger agreement.

With that I'd like to turn it back over to Rick to discuss the motor transaction, how we arrived here and how the combined company will be well positioned to build on our progress.

Speaker #3: Overall, the net loss for the six months ending June 30, 2025, has improved from $55.5 million in 2024 to $35.4 million in 2025. If you factor out the interest and fair value adjustments, the net loss from operations improved from $44.2 million to $27.3 million.

Thanks, Bob as Bob mentioned on slide eight I'm going to touch on our transaction with Moda, and then turn it over to Scott for his perspective on the future prospects of our combined companies.

Let me start by taking a moment to reflect back on our journey and highlight how far we've come to that first joined US commercial startup company about four years ago.

Speaker #3: Turning to our balance sheet on slide seven, as of June 30, 2025, the company had $2.2 million of cash and cash equivalents and $22.5 million in restricted cash.

At the time workhorses path forward was far from clear.

Our Union city plant and equipment were old and outdated.

Speaker #3: Accounts receivable at $2.4 million, other receivables of $100,000, inventory net of reserves of $32.8 million, and accounts payable of $10.8 million. Connection with the proposed transaction with Motive Workhorse completed two transactions with entities affiliated with Motive's controlling investor, including a $20 million sale leaseback for Workhorse's Union City Indiana manufacturing facility, as well as a secured convertible note financing for $5 million each of which were consummated at the time of the execution of the merger agreement.

Our newly designed class four or five step bandwidth failing both on the test track and in the field.

Since then we have rebuilt the company from the ground up and into a streamlined process driven organization with market segment, leading products with a reputation for reliability durability and significantly lower <unk> cost and comparable ice vehicles.

Bob Ginnan: In connection with the proposed transaction with Motive, Workhorse completed two transactions with entities affiliated with Motive's controlling investor, including a $20 million sale-leaseback for Workhorse's Union City, Indiana manufacturing facility, as well as a secured convertible note financing for $5 million, each of which were consummated at the time of the execution of the merger agreement. With that, I'd like to turn it back over to Rick Dauch to discuss the Motive transaction, how we arrived here, and how the combined company will be well-positioned to build on our progress.

We accomplished this by advancing our technology roadmap Iterating designs based on direct customer feedback from the field and continuing to invest to expand our product portfolio.

Speaker #3: With that, I'd like to turn it back over to Rick to discuss the Motive transaction. He will explain how we arrived here and how the combined company is well-positioned to build on our progress.

As a result, our Wi Fi six step van has become the flagship of our portfolio with consistent positive customer feedback, while offering two wheel based options to EV powertrain options and now three body configurations.

Speaker #4: Thanks, Bob. As Bob mentioned, on slide eight, I'm going to touch on our transaction with Motive and then turn it over to Scott for his perspective on the future prospects of our combined companies.

Stan March: Thanks, Bob. As Bob mentioned on slide eight, I am going to touch on our transaction with Motive and then turn it over to Scott for his perspective on the future prospects of our combined companies. Let me start by taking a moment to reflect back on our journey and highlight how far we have come since I first joined this commercial startup company about four years ago. At the time, Workhorse’s path forward was far from clear. Our Union City plant and equipment were old and outdated. Our newly designed Class 45 step van was failing both on the test track and in the field. Since then, we have rebuilt the company from the ground up and into a streamlined, process-driven organization with market-segment-leading products with a reputation for reliability, durability, and significantly lower total cost of ownership costs than comparable internal combustion vehicles.

We partnered with proven and technically capable commercial vehicle components suppliers, who continue to support our efforts here at workhorse.

Speaker #4: Let me start by taking a moment to reflect back on our journey and highlight how far we've come since I first joined this commercial startup company about four years ago.

At the same time, we build a strong dealer network across the country and built strong relationships with operators of the largest medium duty fleets, who know who now know and view the workhorse brand to be associated the high quality reliability and integrity, a far cry from 2021.

Speaker #4: At the time, Workhorse's path forward was far from clear. Our Union City plant and equipment were old and outdated. Our newly designed Class 4-5 step van was failing, both on the test track and in the field.

We also invested heavily into our Union city manufacturing facility turning it into the jewel of the commercial electric vehicle manufacturing segment here the United States.

Speaker #4: Since then, we have rebuilt the company from the ground up into a streamlined, process-driven organization with market segment-leading products that have a reputation for reliability, durability, and significantly lower TCO cost than comparable ICE vehicles.

That said.

While we remain optimistic about the long term transition to commercial EV vehicles. It is true that factors largely outside of our control like a shifting political landscape and changing government regulations and incentives have led to delayed fleet customer adoption rates.

Speaker #4: We accomplished this by advancing our technology roadmap, iterating designs based on direct customer feedback from the field, and continuing to invest to expand our product portfolio.

Stan March: We accomplished this by advancing our technology roadmap, iterating designs based on direct customer feedback from the field, and continuing to invest to expand our product portfolio. As a result, our W56 step van has become the flagship of our portfolio with consistent positive customer feedback while offering two wheelbase options, two EV powertrain options, and now three body configurations. We partnered with proven and technically capable commercial vehicle component suppliers who continue to support our efforts here at Workhorse. At the same time, we built a strong dealer network across the country and built strong relations with operators of the largest medium-duty fleets who now know and view the Workhorse brand to be associated with the high quality, reliability, and integrity, a far cry from 2021.

Gaining momentum on the revenue side of the equation has taken far longer than expected or forecasted by any OEM automotive our wall Street industry analysts.

Speaker #4: As a result, our W56 step van has become the flagship of our portfolio, with consistent, positive customer feedback. While offering two wheelbase options, two EV powertrain options, and now three body configurations.

In light of these market conditions and with the support of our financial stakeholders, Our board of directors and management team evaluated numerous strategic opportunities that best position workhorse for both the nurse near and long term future of the company and our stakeholders.

Speaker #4: We partnered with proven and technically capable commercial vehicle component suppliers who continue to support our efforts here at Workhorse. At the same time, we built a strong dealer network across the country and developed strong relationships with operators in the largest medium-duty fleets.

Our transaction with motive was a result of this strategic guidance from our board.

By combining with motive, we are creating a broader commercial truck product portfolio <unk>.

Speaker #4: Who now, who now know and view the Workhorse brand to be associated with the high quality, reliability, and integrity, a far cry from 2021.

Strengthening our near and long term financial positions and providing workhorse shareholders the opportunity to participate in the upside of a leader in the medium duty commercial vehicle market.

Speaker #4: We also invested heavily in our Union City manufacturing facility, turning it into the jewel of the commercial electric vehicle manufacturing segment here in the United States.

Stan March: We also invested heavily into our Union City manufacturing facility, turning it into the jewel of the commercial electric vehicle manufacturing segment here in the United States. That said, while we remain optimistic about the long-term transition to commercial EV vehicles, it is true that factors largely outside of our control, like a shifting political landscape and changing government regulations and incentives, have led to delayed fleet customer adoption rates. Gaining momentum on the revenue side of the equation has taken far longer than expected or forecasted by any original equipment manufacturer, automotive, or Wall Street industry analysts. In light of these market conditions and with the support of our financial stakeholders, our board of directors and management team evaluated numerous strategic opportunities that best position Workhorse for both the near and long-term future of the company and our stakeholders.

Yes.

The transaction itself has a few pieces so I want to use this obviously you break it down.

Speaker #4: That said, while we remain optimistic about the long-term transition to commercial EV vehicles, it's true that factors—largely outside of our control, like a shifting political landscape and changing government regulations and incentives—have led to delayed fleet customer adoption rates.

Starting with our transaction that merger the motive and workhorse under the terms of the transaction at closing motive will emerge with a newly created subsidiary of workhorse in exchange for newly issued shares of workhorse common stock.

We have also taken steps that provide near term liquidity to workhorse and simplify our capital structure.

Speaker #4: Gaining momentum on the revenue side of the equation has taken far longer than expected or forecasted by any OEM, automotive, or Wall Street industry analysts.

First we have completed two transactions with entities affiliate with modus controlling investor.

Speaker #4: In light of these market conditions and with the support of our financial stakeholders, our Board of Directors and management team evaluated numerous strategic opportunities to best position Workhorse for both the near and long-term future of the company and our stakeholders.

A sale leaseback for Workhorses Union City, Indiana manufacturing facility for $20 million.

As well as a 5 million convertible note secured note financing.

These transactions are expected to provide near term liquidity support workhorses operations through closing.

Speaker #4: Our transaction with Motive was a result of this strategic guidance from our board. By combining with Motive, we are creating a broader commercial truck product portfolio, strengthening our near and long-term financial positions, and providing Workhorse shareholders the opportunity to participate in the upside of a leader in the medium-duty EV commercial vehicle market.

Stan March: Our transaction with Motive was a result of this strategic guidance from our board. By combining with Motive, we are creating a broader commercial truck product portfolio, strengthening our near and long-term financial positions, and providing Workhorse shareholders the opportunity to participate in the upside of a leader in the medium-duty EV commercial vehicle market. The transaction itself has a few pieces, so I want to use this opportunity to break it down. Starting with our transaction that merges Motive and Workhorse. Under the terms of the transaction, at closing, Motive will be merged with a newly created subsidiary of Workhorse in exchange for newly issued shares of Workhorse common stock. We have also taken steps that provide near-term liquidity to Workhorse and simplify our capital structure.

It also provide us with the capital pay down debt owed to work horses existing senior secured lender.

In connection with signing we entered into an agreement with our senior lender to permit the sale leaseback and convertible note and to provide additional structure around our repayment of obligations.

Speaker #4: The transaction itself has a few pieces, so I want to use this opportunity to break it down. Starting with our transaction that merges Motive and Workhorse.

As a result of the agreement at closing the merger all remaining indebtedness owed to such lender, including all warrants currently held by the lender will be repaid and or cancel in.

Speaker #4: Under the terms of the transaction, at closing, Motive will be merged with a newly created subsidiary of Workhorse in exchange for newly issued shares of Workhorse common stock.

In addition, the lender will receive rights to acquire shares of workhorse common stock.

At the close of the transaction on a fully diluted basis.

Speaker #4: We have also taken steps that provide near-term liquidity to Workhorse and simplify our capital structure. First, we have completed two transactions with entities affiliated with Motive's controlling investor.

<unk> control Investor initiative will own approximately 62, 5% of the combined company.

Workhorses existing senior secured lender will have rights to receive common stock that represent approximately 11%.

Stan March: First, we have completed two transactions with entities affiliated with Motive's controlling investor, a sale-leaseback for Workhorse's Union City, Indiana manufacturing facility for $20 million, as well as a $5 million secured convertible note financing. These transactions are expected to provide near-term liquidity to support Workhorse's operations through closing. They also provide us with a capital paydown debt owed to Workhorse's existing senior secured lender. In connection with signing, we entered into an agreement with our senior lender to permit the sale-leaseback and convertible note and to provide additional structure around our repayment of obligations. As a result of the agreement, at closing of the merger, all remaining indemnities owed to such lender, including all warrants currently held by the lender, will be repaid and/or canceled. In addition, the lender will receive rights to acquire shares of Workhorse common stock.

Speaker #4: A sale-leaseback for Workhorse's Union City, Indiana, manufacturing facility for $20 million, as well as a $5 million convertible note secured note financing. These transactions are expected to provide near-term liquidity to support Workhorse's operations through closing.

And workhorse shareholders will own approximately 26, 5% of the company.

All of these ownership stakes are subject to certain potential adjustments and additional future dilution.

Looking ahead, we intend to seek additional new financing to fuel go forward plans.

Speaker #4: They also provide us with a capital paydown of debt owed to Workhorse's existing senior secured lender. In connection with signing, we entered into an agreement with our senior lender to permit the sale-leaseback and convertible note, and to provide additional structure around our repayment of obligations.

As part of the merger agreement and as a condition of closing at the completion of the transaction. The combined company is expected to obtain access to up to $20 million of debt financing provided by entities affiliated with motives controlling investor.

This includes approximately $10 million expected to be available on our revolving credit facility.

Speaker #4: As a result of the agreement, at closing of the merger, all remaining indebtedness owed to such lender including all warrants currently held by the lender will be repaid and/or canceled.

And an additional $10 million expected to be available to fund manufacturing costs associated with confirmed purchase orders of the combined company and an ABL facility.

Speaker #4: In addition, the lender will receive rights to acquire shares of Workhorse common stock. At the close of the transaction, on a fully diluted basis, Motive's controlling investor initially will own approximately 62.5% of the combined company.

In addition, the combined company will seek to raise additional funding financing to fund its go forward strategic execution plans in 2026% MDI.

Stan March: At the close of the transaction, on a fully diluted basis, Motive's controlling investor initially will own approximately 62.5% of the combined company. Workhorse's existing senior secured lender will have rights to receive common stock that represent approximately 11%, and Workhorse shareholders will own approximately 26.5% of the company. All these ownership stakes are subject to certain potential adjustments and additional future dilution. Looking ahead, we intend to seek additional new finances to fuel go-forward plans. As part of the merger agreement and as a condition of closing, at the completion of the transaction, the combined company is expected to obtain access to up to $20 million in debt financing provided by entities affiliated with Motive's controlling investor.

The transaction is expected to close in the fourth quarter of 2025 subject to workhorse shareholder approval and other customary closing conditions, including the debt financing commitment.

Speaker #4: Workhorse's existing senior secured lender will have rights to receive common stock that represents approximately 11%. Workhorse shareholders will own approximately 26.5% of the company.

Turning now to why we believe our shareholders be poised the benefit from the upside potential of the combined company.

Speaker #4: All these ownership stakes are subject to certain potential adjustments and additional future dilution. Looking ahead, we intend to seek additional new financing to fuel go-forward plans.

From a strategic perspective, we believe that motive is the right partner for workhorse.

Together, we are compelling and complimentary fit the.

The combination of motives diverse product portfolio and top fleet relationships with workhorse has proven vehicles manufacturing capabilities and national <unk> dealer network creates a strong combined company.

Speaker #4: As part of the merger agreement and as a condition of closing, at the completion of the transaction, the combined company is expected to obtain access to up to $20 million in debt financing provided by entities affiliated with Motive's controlling investor.

Together, we expect to have more scale and the ability to operate more effectively and efficiently.

Speaker #4: This includes approximately $10 million expected to be available in a revolving credit facility and an additional $10 million expected to be available to fund manufacturing costs associated with confirmed purchase orders of the combined company in an ABL facility.

Stan March: This includes approximately $10 million expected to be available in a revolving credit facility and an additional $10 million expected to be available to fund manufacturing costs associated with confirmed purchase orders of the combined company in an ADL facility. In addition, the combined company will seek to raise additional funding financing to fund its go-forward strategic execution plans in 2026 and beyond. The transaction is expected to close in the fourth quarter of 2025, subject to Workhorse shareholder approval and other customary closing conditions, including the debt financing commitment. Turning now to why we believe our shareholders will be poised to benefit from the upside potential of the combined company. From a strategic perspective, we believe that Motive is the right partner for Workhorse. Together, we are a compelling and complementary fit.

This will enable us to compete more effectively with our industry as pure play electric and legacy Oems and capitalize on new opportunities to serve more customers with a more competitive advanced electric product portfolio offering.

Speaker #4: In addition, the combined company will seek to raise additional funding financing to fund its go forward strategic execution plans in 2026 and beyond. The transaction expected to close in the fourth quarter of 2025, subject to Workhorse shareholder approval and other customary closing conditions, including the debt financing commitment.

Moreover, we are establishing a strong financial foundation from which we can advance our combined product roadmap.

In addition to the cost as you would expect to capture we believe the actions. We are taking the strength of the combined company's financial position will create opportunities for margin expansion and provide greater flexibility to pursue future growth initiatives.

Speaker #4: Turning now to why we believe our shareholders will be poised to benefit from the upside potential of the combined company. From a strategic perspective, we believe that Motive is the right partner for Workhorse.

With a simplified capital structure. We also believe that the combined company will be better positioned to raise additional capital post close.

Taken together with these actions, we believe we will be well positioned to drive sustainable growth and create long term shareholder value.

Speaker #4: Together, we are a compelling and complementary fit. The combination of Motive's diverse product portfolio and top fleet relationships with Workhorse's proven vehicles, manufacturing capabilities, and national geo dealer network creates a strong, combined company.

Stan March: The combination of Motive's diverse product portfolio and top fleet relationships with Workhorse's proven vehicles, manufacturing capabilities, and national dealer network creates a strong combined company. Together, we expect to have more scale and the ability to operate more effectively and efficiently. We believe this will enable us to compete more effectively with our industry's pure play electric and legacy OEMs and capitalize on new opportunities to serve more customers with a more competitive, advanced electric product portfolio offering. Moreover, we are establishing a strong financial foundation from which we can advance our combined product roadmap. In addition to the cost energy we expect to capture, we believe the actions we are taking to strengthen the combined company's financial position will create opportunities for margin expansion and provide greater flexibility to pursue future growth initiatives.

With that I'll turn things over to Scott to share the motor perspective on how the combined company will create shareholder value.

Thanks, Rick it's.

It's great to be here with you at the workhorse headquarters in Cincinnati to discuss the compelling combination of our two leading Oems in the medium duty space.

Speaker #4: Together, we expect to have more scale, and the ability to operate more effectively and efficiently. Believe this will enable us to compete more effectively with our industry's pure play electric and legacy OEMs, and capitalize on new opportunities to serve more customers, with a more competitive advanced electric product portfolio offering.

Want to take a step back and provide more detailed view of motive for those of you that may be less familiar with our company.

We are a leading manufacturer of medium duty zero emission trucks and buses for more than 15 years, we've partnered with our customers to help them along in their electrification journey building long term trusted relationships along the way.

Speaker #4: Moreover, we are establishing a strong financial foundation from which we can advance our combined product roadmap. In addition to the cost savings we expect to capture, we believe the actions we are taking to strengthen the combined company's financial position will create opportunities for margin expansion and provide greater flexibility to pursue future growth opportunities.

I personally served as CEO of motive for more than a year and I'm thrilled to become CEO of the combined company at close.

I've spent much of my career at the intersection of transportation technology and sustainability.

Higher to joining motive I was CEO of forward to autonomous vehicles and mobility businesses.

Speaker #4: With a simplified capital structure, we also believe that the combined company will be better positioned to raise additional capital post-close. Taken together, with these actions, we believe we will be well positioned to drive sustainable growth and create long-term shareholder value.

Stan March: With a simplified capital structure, we also believe that the combined company will be better positioned to raise additional capital post-close. Taken together with these actions, we believe we will be well-positioned to drive sustainable growth and create long-term shareholder value. With that, I will turn things over to Scott to share the Motive perspective on how the combined company will create shareholder value.

For more than a decade I was CEO at Zipcar, the world's largest car sharing network from seed stage to a public offering and ultimately through its sale to Avis budget group.

Speaker #4: With that, I'll turn things over to Scott to share the Motive perspective on how the combined company will create shareholder value.

My time at Zipcar, and my leadership role at Ford Motor I served as an executive in residence at general catalyst, a leading multibillion dollar venture and growth stage investment firm.

Speaker #5: Thanks, Rick. It's great to be here with you at the Workhorse headquarters in Cincinnati to discuss the compelling combination of our two leading OEMs in the medium-duty space.

Scott Griffith: Thanks, Rick. It's great to be here with you at the Workhorse headquarters in Cincinnati to discuss the compelling combination of our two leading OEMs in the medium-duty space. I want to take a step back and provide a more detailed view of Motive for those of you that may be less familiar with our company. We're a leading manufacturer of medium-duty zero-emission trucks and buses. For more than 15 years, we've partnered with our customers to help them along in their electrification journey, building long-term trusted relationships along the way. I've personally served as CEO of Motive for more than a year, and I'm thrilled to become CEO of the combined company at close. I've spent much of my career at the intersection of transportation, technology, and sustainability. Prior to joining Motive, I was CEO of Ford's autonomous vehicles and mobility businesses.

In addition to my work at motive.

I'm also on the board of NASDAQ listed <unk>, a leading EV charging infrastructure company.

Speaker #5: I want to take a step back and provide a more detailed view of Motive for those of you who may be less familiar with our company.

I have great admiration for the talented workhorse team the vehicles and the manufacturing infrastructure. Your company has built.

Speaker #5: We're a leading manufacturer of medium-duty, zero-emission trucks and buses. For more than 15 years, we've partnered with our customers to help them along in their electrification journey, building long-term, trusted relationships along the way.

Now turning back to our slides as you can see from slide nine together, we believe we will be positioned for success as a leading north American medium duty electric truck OEM.

Speaker #5: I've personally served as CEO of Motive for more than a year, and I'm thrilled to become CEO of the combined company at close. I've spent much of my career at the intersection of transportation, technology, and sustainability.

The transaction joins motives diverse product portfolio and top fleet relationships with workhorse has proven vehicles manufacturing capabilities and national dealer network.

Speaker #5: Prior to joining Motive, I was CEO of Ford's autonomous vehicles and mobility businesses. For more than a decade, I was CEO at Zipcar, the world's largest car-sharing network, from seed stage to a public offering and ultimately through its sale to Avis Budget Group.

This slide covers the highlights of the transaction as well as the combined company's impressive track record of delivering nearly 1000 total vehicles.

Scott Griffith: For more than a decade, I was CEO at Zipcar, the world's largest car-sharing network, from seed stage to a public offering and ultimately through its sale to Avis Budget Group. Between my time at Zipcar and my leadership role at Ford Motor, I served as an Executive in Residence at General Catalyst, a leading multi-billion dollar venture and growth stage investment firm. In addition to my work at Motive, I'm also on the board of Nasdaq-listed EVGo, a leading EV charging infrastructure company. I have great admiration for the talented Workhorse team, the vehicles, and the manufacturing infrastructure your company has built. Now, turning back to our slides, as you can see from slide nine, together we believe we'll be positioned for success as a leading North American medium-duty electric truck OEM.

And the over $17 million of real world miles driven by our vehicles.

The combination of motive and workhorse creates a leading medium duty electric truck OEM.

Speaker #5: Between my time at Zipcar and my leadership role at Ford Motor, I served in its executive and residence at General Catalyst, a leading multi-billion dollar venture and growth stage investment firm.

We've developed eight supporting reason reasons. We believe this provides a platform for future success and future shareholder value creation.

Speaker #5: In addition to my work at Motive, I'm also on the board of Nasdaq-listed EVgo, a leading EV charging infrastructure company. I have great admiration for the talented Workhorse team, the vehicles, and the manufacturing infrastructure your company has built.

One product, sorry, broad product portfolio targeting an attractive market.

Two strong complementary customer base three compelling total cost of ownership to accelerate adoption.

For a proven sales direct sales and dealer network.

Speaker #5: Now, turning back to our slides, as you can see from Slide 9, together, we believe we'll be positioned for success as a leading North American medium-duty electric truck OEM.

<unk> scalable and expandable U S manufacturing.

Sixth significant synergies.

Seven stronger financial position and simplified capital structure, and finally, a strong executive leadership.

Speaker #5: The transaction joins Motive's diverse product portfolio and top fleet relationships with Workhorse's proven vehicles, manufacturing capabilities, and national dealer network. This slide covers the highlights of the transaction, as well as the combined company's impressive track record of delivering nearly 1,000 total vehicles and over $17 million real-world miles driven by our vehicles.

Scott Griffith: The transaction joins Motive's diverse product portfolio and top fleet relationships with Workhorse's proven vehicles, manufacturing capabilities, and national dealer network. This slide covers the highlights of the transaction, as well as the combined company's impressive track record of delivering nearly 1,000 total vehicles and the over 17 million real-world miles driven by our vehicles. The combination of Motive and Workhorse creates a leading medium-duty electric truck OEM. We've developed eight supporting reasons we believe this provides a platform for future success and future shareholder value creation. One, broad product portfolio targeting an attractive market. Two, strong complementary customer base. Three, compelling total cost of ownership to accelerate adoption. Four, a proven direct sales and dealer network. Five, scalable and expandable U.S. manufacturing. Six, significant synergies. Seven, stronger financial position and simplified capital structure. Finally, eight, strong executive leadership.

I won't take the time today to go through all details on all eight of these key points, but I will focus on one to $4 7 million in the next few slides.

In the coming weeks, we will provide deeper detail on all eight points.

Turning to slide 10, you.

Youll see that following the close we will have a full range of class four through six trucks to serve customers.

Speaker #5: The combination of Motive and Workhorse creates a leading medium-duty electric truck OEM. We've developed eight supporting reasons we believe this provides a platform for future success and future shareholder value creation.

Our leading portfolio will comprise the most advanced and road tested products and together, we will charter product roadmap designed to deliver what our customers want in the future. This.

Speaker #5: One, a broad product portfolio targeting an attractive market. Two, a strong complementary customer base. Three, a compelling total cost of ownership to accelerate adoption. Four, a proven direct sales and dealer network.

This includes joint development of a class five six cap chassis and.

And importantly, we will play in the $23 billion medium duty electric medium duty truck segment that we believe is poised for continued electrification in the coming years.

Both companies believe the next phase of large scale adoption of medium duty electric trucks in North America will be driven by national scale commercial fleets with tested and piloted multi depot EV truck operations similar to the types of large customers, we already support including Purolator Fedex Cintas.

Speaker #5: Five, scalable and expandable US manufacturing. Six, significant synergies. Seven, stronger financial position and simplified capital structure. And finally, eight, strong executive leadership. I won't take the time today to go through all details on all eight of these key points, but I will focus on points one, two, four, and seven in the next few slides.

Scott Griffith: I won't take the time today to go through all details on all eight of these key points, but I will focus on points one, two, four, and seven in the next few slides. In the coming weeks, we'll provide deeper detail on all eight points. Turning to slide 10, you'll see that following the close, we'll have a full range of Class 4 through 6 trucks to serve customers. Our leading portfolio will comprise the most advanced and road-tested products, and together we'll chart a product roadmap designed to deliver what our customers want in the future. This includes joint development of a Class 5/6 cab chassis, and importantly, we'll play in the $23 billion medium-duty truck segment that we believe is poised for continued electrification in the coming years.

Aramark and others.

Turning then to slide 11, we have a strong and complementary customer base and together, we serve 10 of the largest medium duty fleets in North America positioning the combined company to expand adoption through these existing relationships with the like the most likely early scalar.

Speaker #5: In the coming weeks, we'll provide deeper detail on all eight points. Turning to slide ten, you'll see that following the close, we'll have a full range of Class 4 through 6 trucks to serve customers.

We believe there is ample room for cross selling and increasing new and existing customer contact and confidence as we bring the two organizations together.

Speaker #5: Our leading portfolio will comprise the most advanced and road-tested products, and together, we'll chart a product roadmap designed to deliver what our customers want in the future.

Moving to slide 12, together the companies will have significant commercial capabilities as we bring together motives consultative and direct selling methodology and processes for growing from pilots to large multi order relationships with workhorse as robust dealer network.

Speaker #5: This includes the joint development of a Class 5-6 cab chassis. Importantly, we'll play in the $23 billion medium-duty electric truck segment that we believe is poised for continued electrification in the coming years.

Speaker #5: Both companies believe the next phase of large-scale adoption of medium-duty electric trucks in North America will be driven by national-scale commercial fleets, with tested and piloted multi-depot EV truck operations similar to the types of large customers we already support, including Purolator, FedEx, Cintas, Aramark, and others.

Scott Griffith: Both companies believe the next phase of large-scale adoption of medium-duty electric trucks in North America will be driven by national-scale commercial fleets with tested and piloted multi-depot EV truck operations, similar to the types of large customers we already support, including Purolator, FedEx, Cintas, Arrowmark, and others. Turning then to slide 11, we have a strong and complementary customer base, and together we've served 10 of the largest medium-duty fleets in North America, positioning the combined company to expand adoption through these existing relationships with the most likely early scalers. We believe there is ample room for cross-selling and increasing new and existing customer contact and confidence as we bring the two organizations together.

Workhorse has 19 dealer locations and is able to sell across all 50 states.

Together, we'll be able to increase customer contact and confidence through a much stronger go to market strategy.

We will combine motives strong experienced sales team with workhorse as national dealer network to foster what I call a new team sell approach with the dealer groups that will allow their sales professionals to participate in the sales process and help them sell more trucks.

Speaker #5: Turning then to slide 11, we have a strong and complementary customer base, and together, we've served 10 of the largest medium-duty fleets in North America, positioning the combined company to expand adoption through these existing relationships with the most likely early scalers.

Turning to slide 13, Ric touched earlier on the new liquidity. This transaction provides to workhorse to support the company through close along with debt financing at close and the significant synergy opportunity, which we project to be at least $20 million by the end of 2026, the company will have a stronger financial position and simplify.

Speaker #5: We believe there is ample room for cross-selling, an increasing number of new and existing customer contacts, and confidence as we bring the two organizations together. Moving to slide 12, together, the companies will have significant commercial capabilities as we bring together Motive's consultative and direct selling methodology and processes for growing from pilots to large multi-order relationships with Workhorse's robust dealer network.

Capital structure from which to execute its goals.

Scott Griffith: Moving to slide 12, together the companies will have significant commercial capabilities as we bring together Motive's consultative and direct selling methodology and processes for growing from pilots to large multi-order relationships with Workhorse's robust dealer network. Workhorse has 19 dealer locations and is able to sell across all 50 states. Together we'll be able to increase customer contact and confidence through a much stronger go-to-market strategy. We will combine Motive's strong experienced sales team with Workhorse's national dealer network to foster what I call a new team sell approach with the dealer groups that will allow their sales professionals to participate in the sales process and help them sell more trucks. Turning to slide 13, Rick touched earlier on the new liquidity this transaction provides to Workhorse to support the company through close.

This will support our ability to drive lower unit costs, while optimizing total cost of ownership for our customers.

Widespread adoption of medium duty electric trucks, we believe will come from achieving cost parity versus internal combustion and diesel trucks and offering compelling long term value and this will be a primary focus of the combined company.

Speaker #5: Workhorse has 19 dealer locations and is able to sell across all 50 states. Together, we'll be able to increase customer contact and confidence through a much stronger go-to-market strategy.

In summary, we're really excited about this combination following the close of the merger as one company will have more vehicles delivered in more miles on the road than any other medium duty truck OEM will combine that with world class Engineering talent, our best in class supply chain and a fantastic manufacturing facility in Union.

Speaker #5: We'll combine Motive's strong, experienced sales team with Workhorse's national dealer network to foster what I call a new team selling approach with the dealer groups. This will allow their sales professionals to participate in the sales process and help them sell more trucks.

City, Indiana.

All of this will be commercially powered by top notch sales leaders and dealers and a proven executive team.

Speaker #5: Turning to slide 13, Rick touched earlier on the new liquidity this transaction provides to Workhorse to support the company through close. Along with debt financing at close and the significant synergy opportunity, which we project to be at least $20 million by the end of 2026, the company will have a stronger financial position and a simplified capital structure from which to execute its goals.

We can't wait to get everything we've just told you underway. So we can deliver a best in class product to our customers and delivering and deliver new shareholder value for our investors with that Rick I'll turn it back to you to close this house. Thanks, Scott over the next several months, we will continue to work towards completing our transaction with motive, which we expect to occur in the fourth quarter of 2025.

Scott Griffith: Along with debt financing at close and the significant synergy opportunity, which we project to be at least $20 million by the end of 2026, the company will have a stronger financial position and simplified capital structure from which to execute its goals. This will support our ability to drive lower unit costs while optimizing total cost of ownership for our customers. Widespread adoption of medium-duty electric trucks we believe will come from achieving cost parity versus internal combustion and diesel trucks and offering compelling long-term value. This will be a primary focus of the combined company. In summary, we are really excited about this combination.

Speaker #5: This will support our ability to drive lower unit costs while optimizing total cost of ownership for our customers. Widespread adoption of medium-duty electric trucks, we believe, will come from achieving cost parity versus internal combustion and diesel trucks.

Five <unk>.

As we do that our focus remains on expanding our product portfolio.

Moving by ensuring reliable fleet operations and customer satisfaction in the field as well as finalizing plans for the <unk> 640 kilowatt production launch in 2026, we.

Speaker #5: And offering compelling long-term value, this will be a primary focus of the combined company. In summary, we're really excited about this combination. Following the closure of the merger, as one company, we will have more vehicles delivered and more miles on the road than any other medium-duty truck OEM.

We will work with the motive team on our planning to integrate our product Roadmaps and R&D technology, allowing us to hit the ground running once the transaction is completed.

Scott Griffith: Following the closure of the merger, as one company, we will have more vehicles delivered and more miles on the road than any other medium-duty truck OEM. We will combine that with world-class engineering talent, a best-in-class supply chain, and a fantastic manufacturing facility in Union City, Indiana. All of this will be commercially powered by top-notch sales leaders and dealers and a proven executive team. We cannot wait to get everything we have just told you underway so we can deliver a best-in-class product to our customers and deliver new shareholder value for our investors. With that, Rick, I will turn it back to you to close this out.

We will also continue to strengthen our financial position by fulfilling fleet purchase orders expanding dealer led sales and continuing to convert finished goods inventory into cash.

Speaker #5: We'll combine that with world-class engineering talent, a best-in-class supply chain, and a fantastic manufacturing facility in Union City, Indiana. All of this will be commercially powered by top-notch sales leaders and dealers, along with a proven executive team.

Together the teams will also begin the planning process for our go to market strategy and how we will best optimize operations.

At deal close.

I hope you share our excitement for the future of our combined company and see the significant opportunities ahead to win in the commercial EV transition world.

Speaker #5: We can't wait to get everything we've just told you underway so we can deliver a best-in-class product to our customers and create new shareholder value for our investors.

For joining today's call and I'll now hand, it back over to the operator, Kevin Thanks.

Thank you well now be conducting a question and answer session if you'd like to be placed in the question queue. Please press star one on your telephone keypad. Once again Thats star one to be placed into question Q1 moment. Please while we poll for questions.

Speaker #5: With that, Rick, I'll turn it back to you to close this out.

Speaker #4: Thanks, Scott. Over the next several months, we will continue to work towards completing our transaction with Motive. We should expect to occur in the fourth quarter of 2025.

Stan March: Thanks, Scott. Over the next several months, we will continue to work towards completing our transaction with Motive, which we expect to occur in the fourth quarter of 2025. As we do that, our focus remains on expanding our product portfolio, including by ensuring reliable fleet operations and customer satisfaction in the field, as well as finalizing plans for the W56 140-kilowatt production launch in 2026. We will work with the Motive team on planning to integrate our product roadmaps and R&D technology, allowing us to hit the ground running once the transaction is completed. We will also continue to strengthen our financial position by fulfilling fleet purchase orders, expanding dealer-led sales, and continuing to convert finished goods inventory into cash. Together, the teams will also begin the planning process for our go-to-market strategy and how we will best optimize operations, at deal close.

Speaker #4: As we do that, our focus remains on expanding our product portfolio, including ensuring reliable fleet operations and customer satisfaction in the field, as well as finalizing plans for the W56 140 kW production launch in 2026.

First question is coming from Craig Irwin from Roth Capital Partners. Your line is now live.

Good morning, and thanks for taking my questions.

So this question is really a question for Scott right, there's different strengths.

On the workforce side and on the motive side, but one area, where motive is kind of investing over the last last number of years.

Speaker #4: We will work with the Motive team on a plan to integrate our product roadmaps and R&D technology, allowing us to hit the ground running once the transaction is completed.

Is the market opportunity in New Jersey, you guys have been working with Hudson County motives for several years now.

Speaker #4: We will also continue to strengthen our financial position by fulfilling fleet purchase orders, expanding dealer-led sales, and continuing to convert finished goods inventory into cash.

This guidance a caucus.

Or in a pretty interesting place now that the New Jersey Zip.

Speaker #4: Together, the teams will also begin their planning process for our go-to-market strategy and how we will best optimize operations at deal close. I hope you share our excitement for the future of our combined company and see the significant opportunities ahead to win in the commercial EV transition world.

Is the most attractive.

Funding opportunity in the country can.

Can you maybe talk a little bit about your history, working with Hudson County, and the New Jersey Zip.

Stan March: I hope you share our excitement for the future of our combined company and see the significant opportunities ahead to win in the commercial EV transition world. Thanks for joining today's call, and I'll now hand it back over to the operator, Kevin. Thanks.

The investors interest in workhorse can understand that.

Speaker #4: Thank you for joining today's call. I'll hand it back over to the operator, Kevin. Thanks.

And maybe I need to be corrected about workhorses history with that with New Jersey.

Speaker #6: Thank you. And I'll be conducting a question-and-answer session. If you'd like to be placed into the question queue, please press *1 on your telephone keypad.

Kevin: Thank you. Now we are conducting a question and answer session. If you would like to be placed into question queue, please press star one on your telephone keypad. Once you are on that star one, to be placed into question queue. One moment, please, while we poll for questions. Our first question is coming from Craig Irwin from Roth Capital Partners. Your line is now live.

But can you maybe give us a.

<unk> per approximate number of vouchers Hugh.

You've helped clients procure and if you have any in hand, and if theres anything on the workhorse side or that could maybe be used for the workforce side.

Speaker #6: Once again, that's *1 to be placed into question queue. One moment, please, while we pull for questions. Our first question is coming from Craig Irwin from Roth Capital Partners.

<unk> facilitate the growth over the next couple of years.

Speaker #6: Your line is now live.

Speaker #7: Good morning, and thanks for taking my questions. So, this question is really for Scott, right? There are different strengths on the Workhorse side and on the Motive side.

Great. Thanks for your question.

Craig Irwin: Good morning, and thanks for taking my questions. This question is really a question for Scott. There are different strengths on the Workhorse side and on the Motive side. One area where Motive has invested over the last number of years is the market opportunity in New Jersey. You guys have been working with Hudson County Motors for several years now. Those guys in Secaucus are in a pretty interesting place now that the New Jersey ZIP is the most attractive funding opportunity in the country. Can you maybe talk a little bit about your history working with Hudson County and the New Jersey ZIP, so that the investors interested in Workhorse can understand that? Maybe I need to be corrected about Workhorse's history with New Jersey. Can you give us a scope or approximate number of vouchers you have helped clients procure and if you have any in hand?

Really good point, we have a fantastic relationship with Hudson County Motors.

I think thats going to expand and in fact I think it's a good example of of how we can develop relationships in other states frankly.

Speaker #7: But one area where Motive has kind of invested over the last number of years is the market opportunity in New Jersey. You guys have been working with Hudson County Motors for several years now.

You probably know there's a voucher program that is on is continuing and there is a new voucher program, that's being developed in adjacent states, including New York.

Speaker #7: And those guys in Secaucus are in a pretty interesting place now that the New Jersey zip is the most attractive funding opportunity in the country.

So we think thats going to be extensible into into new locations.

A lot of those relationships are going into.

Speaker #7: Can you maybe talk a little bit about your history working with Hudson County and the New Jersey zip so that the investors interested in Workhorse can understand that?

And to people mover and box trucks both.

We anticipate that opportunity will continue through Hudson County, and relationships that look a lot like that so thanks for your question I think it is extensible to the future.

Speaker #7: And maybe I need to be corrected about Workhorse's history with New Jersey. But can you maybe give us a scope or approximate number of vouchers you've helped clients procure, and if you have any in hand?

It really develops this consultative sale approach that I mentioned during my comments Craig.

Where we really help sell with the customer and the dealer together.

Speaker #7: And if there's anything on the Workhorse side, or that could maybe be used for the Workhorse side, to facilitate the growth over the next couple of years.

Craig Irwin: Is there anything on the Workhorse side that could be used for the Workhorse side to facilitate the growth over the next couple of years?

And then the dealer kind of gets this delivery done and help serve the customer in the market. So I.

I think that joint effort that we're doing with Hudson County is exactly the kind of model were moving to what we bring our direct sales approach in with the dealer network that workhorse has developed and using that as an example across the country.

Speaker #5: Great. Thanks for your question. It's a really good point. We have a fantastic relationship with Hudson County Motors. I think that's going to expand.

Scott Griffith: Craig, thanks for your question. It is a really good point. We have a fantastic relationship with Hudson County Motors. I think that is going to expand. In fact, I think it is a good example of how we can develop relationships in other states, frankly. You probably know there is a voucher program that is continuing, and there is a new voucher program that is being developed in adjacent states, including New York. So we think that is going to be extensible into new locations. A lot of those relationships are going into PeopleMover and box trucks both. So we anticipate that opportunity will continue through Hudson County and relationships that look a lot like that. So thanks for your question. I think it is extensible to the future.

Speaker #5: And in fact, I think it's a good example of how we can develop relationships in other states, frankly. You probably know there's a voucher program that is continuing and there's a new voucher program that's being developed in adjacent states, including New York.

Is the way we see the future. Thanks again for your question.

Excellent excellent.

My second question I guess this is for the team Brian.

Most important thing for workhorse has been gross revenue growth and the market has not necessarily been cooperative right. We've had.

Speaker #5: So we think that's going to be extensible into new locations. A lot of those relationships are going into people movers and box trucks both.

Some very promising programs.

From the federal government as well as from different state governments.

Speaker #5: So, we anticipate that opportunity will continue through Hudson County and relationships that look a lot like that. Thank you for your question. I think it's extensible to the future.

Which have had some of them had false starts on has provided a lot more support than.

<unk> can you maybe flesh out for us what the combined company looks like as far as.

Speaker #5: And it really develops this consultative sales approach that I mentioned during my comments, Craig, where we really help sell with the customer and the dealer together.

Scott Griffith: It really develops this consultative sale approach that I mentioned during my comments, Craig, where we really help sell with the customer and the dealer together. Then the dealer kind of gets this delivery done and helps serve the customer in the market. So I think that joint effort that we are doing with Hudson County is exactly the kind of model we are moving to where we bring our direct sales approach in with the dealer network that Workhorse Group Inc. has developed. Using that as an example across the country is the way we see the future. Thanks again for your question.

Being able to access six different programs that can be something thats got some maybe.

A more effective target for you guys with the combined entity.

Speaker #5: And then the dealer kind of gets this delivery done and helps serve the customer in the market. So I think that joint effort that we're doing with Hudson County is exactly the kind of model we're moving to, where we bring our direct sales approach in with the dealer network that Workhorse has developed.

And.

What are your thoughts around growth.

And continued deliveries close.

Into 2006.

Alright, great questions, obviously, theres been a lot of changes at both the federal level and some of the state levels in some of the government incentive programs with tax incentives as resale last week Carb has now republished their new incentive programs for California, restoring the class five six type of incentives 85.

Speaker #5: And using that as an example across the country is the way we see the future. Thanks again for your question.

Speaker #7: Excellent, excellent. Then you know my second question, I guess, is for the team, right? The most important thing for Workhorse has been growth, revenue growth, and the market has not necessarily been cooperative, right?

Craig Irwin: Excellent, excellent. My second question, I guess, is for the team. The most important thing for Workhorse Group Inc. has been growth, revenue growth, and the market has not necessarily been cooperative. We have had some very promising programs from the federal government as well as from different state governments, which some of them had false starts, some have provided a lot more support than anticipated. Can you maybe flesh out for us what the combined company looks like as far as being able to access these different programs? Is this going to be something that is maybe a more effective target for you guys with the combined entity? What are your thoughts around growth and continued delivery growth into 2026?

For trucks and up to 165000.

Small business owners, we think thats going to be positive for US. We've worked closely with other EV manufacturers to help lobby card to get that done and we see a big adoption rate going on in California.

Speaker #7: We've had, you know, some very promising programs from the federal government as well as from different state governments, which have had, you know, some of them had false starts, and some have provided a lot more support than anticipated.

A lot of the large fleets almost.

<unk> companies as Scott said, a covered over 10 of the major fleets in North America, We successfully passed all of our demonstrations there one of the issues we had as a startup companies. We had a balance sheet, that's a little bit risky we've already heard from two or three of the largest lease both Scott and myself individually and from one of our dealers. They like this deal.

Speaker #7: Can you maybe flesh out for us what the combined company looks like as far as being able to access these different programs? Is this going to be something that's maybe a more effective target for you guys with the combined entity?

Because it gives us a stronger balance sheet with a strong financial backer and motives primary investor gives us gives them more of a green light to go try some.

Speaker #7: And you know, what are your thoughts around growth and continued delivery growth into '26?

Speaker #5: Great, great questions. Obviously, there's been a lot of changes at both the federal level and in some of the state levels, as well as in some of the government incentive programs and tax incentives.

Stan March: Right, great questions. Obviously, there's been a lot of changes in both the federal level and in some of the state levels and some of the government incentive programs and tax incentives. As recently in the last week, CARB has now republished their new incentive programs for California, restoring the Class 5/6 type incentives to $85,000 for trucks and up to $165,000 for small business owners. We think that's going to be positive for us. We've worked closely with other EV manufacturers to help lobby CARB to get that done, and we see a big adoption rate going on in California. A lot of the large fleets, almost both companies, as Scott Griffith said, have covered over 10 of the major fleets in North America. We've successfully passed all of our demonstrations there.

Talk to one of the largest fleets they have over 300 charging stations installed out in California that don't have electric vehicles right now because they couldnt find others with electric vehicles that lasts more than 90 to 120 days our trucks are proven in the field.

Speaker #5: It's recently in the last week CARB has now republished their new incentive programs for California, restoring the Class 5-6 type incentives at $85,000 for trucks and up to $165,000 for small business owners.

Whether it was minus 20 degrees over Christmas holiday season, or 118 degrees out in Arizona. The last two weeks are trucks that perform flawlessly. We've had zero service call I'll give it back to Scott to give his opinion about it yeah, Craig I love the question.

Speaker #5: We think that's going to be positive for us. We've worked closely with other EV manufacturers to help lobby CARB to get that done, and we see a big adoption rate going on in California.

Maybe just a couple of other aspects that I would add on one.

Speaker #5: So, a lot of the large fleets – almost both companies, as Scott said – have covered over 10 of the major fleets in North America. We've successfully passed all of our demonstrations there.

One of the reasons, we have this financing that we structured that comes in at closing is.

Under the condition that we get some of these orders you're just asking about we're going to have the working capital support for parts and production to get those into the system right away.

Speaker #5: One of the issues we had as a startup company is we had a balance sheet that's a little bit risky. We've already heard from two or three of the largest fleets, both Scott and myself individually, and from one of our dealers, they like this deal because it gives us a stronger balance sheet with a strong financial backer in Motive's primary investor.

Stan March: One of the issues we had as a startup company is we had a balance sheet that's a little bit risky. We've already heard from two or three of the largest fleets, both Scott Griffith and myself individually, and from one of our dealers, they like this deal because it gives us a stronger balance sheet with a strong financial backer in Motive's primary investor. It gives us, gives them more of a green light to go try some. I've talked to one of the largest fleets. They have over 300 charging stations installed out in California that don't have electric vehicles right now because they couldn't find others with electric vehicles that last more than 90 to 120 days. Our trucks are proven in the field.

It's been an issue in the industry in the past people wait for orders before they can actually order parts. It takes an awful long time to to then develop the inventory and build the truck and get it out through a bodybuilder.

The customer we're trying to circumvent that timeframe and really bring it to a much shorter much more assured delivery date, and we think that will help our ability to deliver against these new orders now.

Speaker #5: It gives them more of a green light to go try some. I've talked to one of the largest fleets. They have over 300 charging stations installed out in California, and they don't have electric vehicles right now because they couldn't find others with electric vehicles that last more than 90 to 120 days.

I'd say the second thing.

Look we love these voucher programs, we love working with the states at the end of the day long term the successful OEM EV company truck company is going to have to be competitive against internal combustion engines and diesel engines on them.

Speaker #5: Our trucks are proven in the field. Whether it was minus 20 degrees over Christmas during the holiday season, or 118 degrees out in Arizona the last two weeks, our trucks have performed flawlessly.

Stan March: Whether it was minus 20 degrees over Christmas during the holiday season or 118 degrees out in Arizona the last two weeks, our trucks have performed flawlessly. We've had zero service call. I'll give it back to Scott Griffith and have him give his opinion about it.

Speaker #5: We've had zero service call. I'll give it back to Scott to have you give his opinion about it. Okay, Craig, I love the question.

Apples to apples basis, no vouchers no cost support no other support and at the end of the day. That's what this transaction can do we think it gives us the scale it puts us on a product development roadmap to do that.

Scott Griffith: Yeah, Craig, I love the question. Maybe just a couple other aspects that I would add on. One of the reasons we have this financing that we structured that comes in at closing is, you know, under the condition that we get some of these orders you are just asking about, we are going to have the working capital support for parts and production to get those into the system right away. That has been an issue in the industry in the past. People wait for orders before they can actually order parts.

Speaker #5: Maybe just a couple of other aspects that I'd add on. One, one of the reasons we have this financing that we structured that comes in at closing is, under the condition that we get some of these orders you're just asking about, we're going to have the working capital support for parts and production to get those into the system right away.

And we've already got more trucks and more miles than anybody else. So we're kind of coming down that Tcl development curve together. After we close this deal. So I think near term we've got more financial support Rick mentioned, we've got this new debt structure that we're going to put in place to help support orders through those voucher programs and then long term our vision is to.

Speaker #5: That's been an issue in the industry in the past. People wait for orders before they can actually order parts. It takes an awful long time to then develop the inventory, build the truck, and get it out through a bodybuilder.

Scott Griffith: It takes an awful long time to then develop the inventory and build the truck and get it out through a bodybuilder to the customer. We are trying to circumvent that timeframe and really bring it to a much shorter, much more assured delivery date, and we think that will help our ability to deliver against these new orders now. I would say the second thing, we look, we love these voucher programs. We love working with the states. At the end of the day, long term, the successful OEM EV company, truck company, is going to have to be competitive against internal combustion vehicles and diesel engines on an apples-to-apples basis. No vouchers, no cost support, no other support. At the end of the day, that is what this transaction can do. We think it gives us the scale.

The low cost provider and have the lowest <unk> in the industry and we're going to work very hard to get that.

Speaker #5: To the customer, we're trying to circumvent that timeframe and really bring it to a much shorter, much more assured delivery date. We think that'll help our ability to deliver against these new orders now.

Scott So reiterate a couple of things here I served on a public company board for over 11 years.

And in the commercial step van space, it's been a double duopoly for a long time between chassis supply and body outfit right I'll give you. An example, we ship some of our trucks to one of the fleets last September they arrive in the field in July that's how long the update process took.

Speaker #5: I’d say the second thing, look, we love these voucher programs; we love working with the states. At the end of the day, long term, the successful OEM EV company, truck company, is going to have to be competitive against internal combustion engines and diesel engines.

We're still the only OEM in North America that can build our own strip chassis from scratch and put a cabin box on it it doesn't take much capital investment to go into the <unk> part of the business as well that will be up to Scott and the new leadership team as we go forward. We think we can offer these large fleets rather than have trucks sit.

Speaker #5: On an apples-to-apples basis, no vouchers, no cost support, no other support. And at the end of the day, that's what this transaction can do.

Speaker #5: We think it gives us the scale; it puts us on a product development roadmap to do that. And we've already got more trucks and more miles than anybody else.

Scott Griffith: It puts us on a product development roadmap to do that. We have already got more trucks and more miles than anybody else. So we are kind of coming down that total cost of ownership development curve together after we close this deal. I think near term, we have got more financial support. Rick Dauch mentioned we have got this new debt structure that we are going to put in place to help support orders through those voucher programs. Long term, our vision is to be the low-cost provider and have the lowest total cost of ownership in the industry. We are going to work very hard to get that.

Speaker #5: So we're kind of coming down that TCO development curve together after we close this deal. So I think near-term, we've got more financial support, Rick mentioned.

Waiting to be outfit for nine to 12 months, we can have it go from order to delivery in less than six months, that's a big strategic and operational advantage for this combined company.

Speaker #5: We've got this new debt structure that we're going to put in place to help support orders. Through those voucher programs, and then long term, our vision is to be the low-cost provider and have the lowest total cost of ownership (TCO) in the industry.

Great well I like that I like this deal congratulations for pulling it altogether.

Thanks, We appreciate your support all year as you'll see in the field. Thanks, Greg appreciate it thank.

Speaker #5: And we're going to work very hard to get that. Scott, just so reiterate a couple of things here. You know, I served on a public company board for over 11 years.

Stan March: Scott, just to reiterate a couple of things here. I served on a public company board for over 11 years. In the commercial step van space, it has been a double duopoly for a long time between chassis supply and body upfit. I will give you an example. We shipped some of our trucks to one of the fleets last September. They arrive in the field in July. That is how long the upfit process took. We are still the only OEM in North America that can build our own strip chassis from scratch and put a cabin box on it. It does not take much capital investment to go into the upfit part of the business as well. That will be up to Scott and the new leadership team as they go forward.

Thank you.

Thank you next question is coming from Greg Lewis from <unk>. Your line is now live.

Speaker #5: And in the commercial step van space, it's been a double duopoly for a long time between chassis supply and body outfit, right? I'll give you an example.

Thank you and good morning, and thanks for taking my question and congrats on getting this deal to the finish line.

I did have a question for you I mean clearly.

Speaker #5: We shipped some of our trucks to one of the fleets last September. They arrived in the field in July. That's how long the outfit process took.

The bus business.

Class a school bus business has been really a small part of motive business like us.

As you think about the opportunity bringing that into.

Speaker #5: We're still the only OEM in North America that can build our own strip chassis from scratch and put a cabin box on it. And it doesn't take much capital investment to go into the outfit part of the business as well.

Under the work merging with workhorse, just giving to Rick's comments about the ability to kind of really.

Speaker #5: That'll be up to Scott and the new leadership team as we go forward. We think we can offer these large fleets rather than have trucks sit waiting to be outfit for 9 to 12 months, we can have it go from order to delivery in less than six months.

They'll build vehicles use their chassis.

Stan March: We think we can offer these large fleets, rather than have trucks sit waiting to be upfit for nine to 12 months, we can have it go from order to delivery in less than six months. That is a big strategic and operational advantage for this combined company.

How are you thinking about that this is this a potential opportunity to really ramp that part of the market, which I think everybody's waiting for step vans, they got better but this <unk>.

Speaker #5: That's a big strategic and operational advantage for this combined company.

The school bus market does seem like a pretty it seems like it is here now and doing pretty pretty well.

Speaker #7: Great. Well, I like that. I like this deal. Congratulations for pulling it all together.

Craig Irwin: Great. I like that. I like this deal. Congratulations for pulling it all together.

Yes.

Greg I appreciate the question.

Speaker #5: Thanks. We appreciate your support all these years. We'll see you in the field. Yeah, thanks, Craig. I appreciate it.

Stan March: Thanks. We appreciate your support all the years. We'll see you in the field.

I agree with I think the direction youre kind of going.

Scott Griffith: Yeah, thanks, Craig. Appreciate it.

At school buses and it's also shuttles. It's both they are really the same platform.

Speaker #7: Thank you.

Craig Irwin: Thank you.

Speaker #6: Thank you. Next question is coming from Greg Lewis from BTIG. Your line is now live.

Kevin: Thank you. Next question is coming from Greg Lewis from BTIG. Your line is now live.

Have slightly different conditions when you when you build them.

Speaker #7: Yeah, hey, thank you, and good morning. Thanks for taking my question, and congrats on getting this deal to the finish line. Scott, I did have a question for you.

Greg Lewis: Yeah, hey, thank you and good morning, and thanks for taking my question and congrats on getting this deal to the finish line. Scott, I did have a question for you. Clearly, the bus business, the Class A school bus business has been a small part of Motive's business. As you think about the opportunity bringing that into the, under the Workhorse merging with Workhorse, just giving Rick Dauch's comments about the ability to build vehicles, use their chassis. How are you thinking about that? Is this a potential opportunity to really ramp that part of the market, which I think everybody's waiting for step vans to get better. But the school bus market does seem like it's here and now and doing pretty well.

The underlying platform the bodies are roughly the same that market.

Has continued to develop.

Speaker #7: I mean, clearly, you know, the bus business for the Class A school bus business is, you know, been really, you know, a small part of Motive business.

There's also some financial support for that.

And frankly, there's a lot of community support for it because youre, putting kids on buses that are much cleaner.

Speaker #7: Like, as you think about the opportunity bringing that into the, you know, under the work, merging with Workhorse, just giving, you know, to Rick's comments about the ability to kind of, you know, really build vehicles, use their chassis, like do we, how are you thinking about that this is, is this a potential opportunity to really ramp that part of the market, which, you know, I think everybody's waiting for step vans to get better, but this market, you know, that the school bus market does seem like a pretty, it seems like it's here and now and doing pretty, pretty well.

Youre, putting shuttles on airport and other really tight operations and a much cleaner setting so.

I think there is financial support for it.

And these don't run high miles they tend to run fairly low mile. So they kind of hit the exact duty cycle that the battery technology. The electric vehicle technology can hit right now so it's really a nice sweet spot for us.

And we think on a cost basis Tcl basis were highly competitive against the ice counterparts in that space. So I.

I agree with you I think we're going to bring that together.

We'll do more of that as we as we can together and but we already see lots of opportunity and I would say adjacent to that is the municipal space box trucks in particular small small work trucks.

Speaker #5: Yeah, Greg, appreciate the question. And I agree with, I think the direction you're kind of going. It's school buses and it's also shuttles. It's both.

Scott Griffith: Yeah, Greg, I appreciate the question. I agree with, I think, the direction you are kind of going. It is school buses, and it is also shuttles. It is both. They are really the same platform. You know, they kind of have slightly different conditions when you build them. But the underlying platform, the bodies are roughly the same. That market has continued to develop. There is also some financial support for that. Frankly, there is a lot of community support for it because you are putting kids on buses that are much cleaner. You are putting shuttles on airport and other, you know, really tight operations in a much cleaner setting. So I think there is financial support for it. These do not run, you know, high miles. They tend to run fairly low miles.

Speaker #5: They're really the same platform. You know, they kind of have slightly different conditions when you build them. But the underlying platforms of the bodies are roughly the same.

Again, driven by some of the same underlying demand.

Speaker #5: That market has continued to develop. There's also some financial support for that. And frankly, there's a lot of community support for it because you're putting kids on buses that are much cleaner.

These are highly dense urban populations, where municipalities school districts airports want to have lower lower carbon impact. So they are really looking at using electric vehicles to help do that as a very visible way for them to deliver on the promise to do that so we think that segment's exciting it's going to continue to be.

Speaker #5: And you're putting shuttles on airport and other really tight operations in a much cleaner setting. So I think there's financial support for it. These don't run high miles.

In our opinion robust for the next few years.

And as the rest of the commercial duty commercial electric truck market develops.

Speaker #5: They tend to run fairly low miles, so they kind of hit the exact duty cycle that the battery technology, the electric vehicle technology can hit right now.

Scott Griffith: So they kind of hit the exact duty cycle that the battery technology, the electric vehicle technology can hit right now. So it is really a nice sweet spot for us. We think on a cost basis, total cost of ownership basis, we are highly competitive against the internal combustion vehicles counterparts in that space. So I agree with you. I think we are going to bring that together. We will do more of that as we can together. We already see lots of opportunity. I would say adjacent to that is the municipal space, box trucks in particular, small work trucks. You know, again, driven by some of the same underlying demand. These are highly dense urban, you know, populations where municipalities, school districts, airports want to have lower carbon impact.

That will continue to be a big slice of the pie that we're going to go after.

Super helpful. Thank you very much.

Speaker #5: So it's really a nice sweet spot for us. We think on a cost basis, Total Cost of Ownership (TCO) basis, we're highly competitive against the ICE counterparts in that space.

Thank you I'd like to turn the floor back over to management for any further comments or questions.

Yes, thank you very much Kevin.

Speaker #5: So I agree with you. I think we're going to bring that together. We'll do more of that. As we can, together. And but we already see lots of opportunity and I'd say adjacent to that is the municipal space.

Additionally, the questions that we just heard.

Of course solicited questions from shareholders and we received many of them into the E Mail box.

This part of the program and I would like to do is.

As summarized the ones that were similar and asked the management team members present to respond to the various questions that came directly from shareholders I actually will take the first one.

Speaker #5: Box trucks in particular—small work trucks—are driven by some of the same underlying demand. These are highly dense urban populations where municipalities, school districts, and airports want to have a lower carbon impact.

And the first question. We were asked what are the terms of the sale and leaseback agreement what are the terms of the convertible note and one of the terms in the merger agreement for closing and what I can say there is every one of those documents that you need to get the information out of us.

Speaker #5: So they're really looking at using electric vehicles to help do that. It's a very visible way for them to deliver on the promise to do that.

Scott Griffith: So they are really looking at using electric vehicles to help do that. It is a very visible way for them to deliver on the promise to do that. So we think that segment is exciting. It is going to continue to be, in our opinion, robust for the next few years. As the rest of the commercial duty, commercial electric truck market develops, that will continue to be a big slice of the pie that we are going to go after.

Speaker #5: So we think that segment's exciting. It's going to continue to be in our opinion, robust for the next few years. And as the rest of the commercial duty, commercial electric truck market develops, that will continue to be a big slice of the pie that we're going to go after.

<unk> filed in the 8-K that was filed with the SEC on Friday, you can find every one of those terms and conditions to close and whatnot and the sale leaseback dynamics all in there. So it's available of course will be filing a proxy as well have more further details, but you can find the specific information you are looking for right there in that 8-K.

Speaker #6: Super helpful. Thank you very much.

Greg Lewis: Super helpful. Thank you very much.

Glad to glad we can point that out to you.

Speaker #5: Thank you. I'd like to turn the floor back over to management for any further comments or questions.

Kevin: Thank you. I would like to turn the floor back over to management for any further comments or questions.

So the questions range a wide variety of topics, let me start with the first one.

Speaker #8: Yeah, thank you very much, Kevin. In addition to the questions that we just heard, Workhorse solicited questions from shareholders, and we received many of them into the email box.

Stan March: Thank you very much, Kevin. In addition to the questions that we just heard, Workhorse solicited questions from shareholders, and we received many of them into the email box. For this part of the program, what I would like to do is summarize the ones that were similar and ask the management team members present to respond to the various questions that came directly from shareholders. I actually will take the first one. In the first question, we were asked, what are the terms of the sale-leaseback agreement? What are the terms of the convertible note? What are the terms in the merger agreement for closing? What I can say there is every one of those documents that you need to get the information out of is filed in the 8-K that was filed with the SEC on Friday.

One investor asked why is a reverse split on the table in connection with the approval of this transaction and I am going to ask Bob going to hand that question, Bob why is that.

So the reason is because the transaction involves a potential change of control workforce workhorse will be treated as a new applicant for NASDAQ listing it must meet its initial listing standards.

Speaker #8: And for this part of the program, what I'd like to do is summarize the ones that were similar and ask the management team members present to respond to the various questions that came directly from shareholders.

Those standards include minimum price thresholds between $2 $4, depending on other factors.

Speaker #8: I actually will take the first one. And the first question we were asked: What are the terms of the sale and leaseback agreement? What are the terms of the convertible note?

And as a result, we may need to effect a reverse stock split in order to meet these standards.

Speaker #8: And what are the terms in the merger agreement for closing? What I can say is that every one of those documents that you need to get the information out of is filed in the AK that was filed with the SEC on Friday.

Okay. Thanks, Bob you got one more for you Bob.

Can you provide the details on the math for the stated 105 million valuation that was in the press release last week.

Speaker #8: You can find every one of those terms, conditions to close, and whatnot, and the sale and leaseback dynamics all in there. So it's available.

Stan March: You can find every one of those terms, the conditions to close, and whatnot, and the sale-leaseback dynamics all in there. It is available. Of course, we will be filing a proxy as well. We will have more further details, but you can find the specific information you are looking for right there in that 8-K. Glad we can point that out to you. The questions range a wide variety of topics. Let me start with the first one. One investor asked, why is a reverse split on the table in connection with the approval of this transaction? I am going to ask Bob Ginnan that question. Bob, why is that?

The go forward entity has been created as a combination of the following contributions $50 $50 million from the motive side of the business contribution $30 million for the workforce business contribution and $25 million, which is a combination of the value of the sale leaseback transaction and the convertible note on an as converted.

Speaker #8: Of course, we'll be filing a proxy as well. We'll have more details, but you can find the specific information you're looking for right there in that AK.

Speaker #8: Glad we can point that out to you. So, the questions range across a wide variety of topics. Let me start with the first one. One investor asked, "Why is a reverse split on the table in connection with the approval of this transaction?"

Basis that totaled $105 million, okay. Thank you Bob.

Scott I have one for you can you provide more details on motives financials of pro forma financials for the combined company given that the workhorse shareholders will own approximately $26 five of the combined entity.

Speaker #8: And I'm going to ask Bob Ginnan that question. Bob, why is that?

Speaker #5: The reason is that the transaction involves a potential change of control of Workhorse. Workhorse will be treated as a new applicant for Nasdaq listing and must meet its initial listing standards.

Bob Ginnan: The reason is because the transaction involves a potential change in control of Workhorse. Workhorse will be treated as a new applicant for NASDAQ listing and must meet its initial listing standards. Those standards include minimum price thresholds between $2 and $4, depending on other factors. As a result, we may need to effect a reverse stock split in order to meet these standards.

Yeah, what I can say is that we will provide quite a bit more detail in our in the proxy.

Speaker #5: Those standards include minimum price thresholds between $2 and $4, depending on other factors. As a result, we may need to implement a reverse split in order to meet these standards.

I think the timing of that is weeks away now we expect to file.

What I can say is the transaction really strengths the companys financial position expected to create opportunities for our margin expansion during that together, reducing bom using volume on the production side, and then enabling greater flexibility.

Speaker #8: Okay, thanks, Bob. We got one more for you, Bob. Can you provide the details on the math for the stated $105 million valuation that was in the press release last week?

Stan March: Okay. Thanks, Bob.

Kevin: We got one more for you, Bob. Can you provide the details on the math for the stated $105 million valuation that was in the press release last week?

Pursue future growth initiatives. So I think we're in a good position now youll see more details in the proxy.

Speaker #5: Yeah, the go-forward entity is being created as a combination of the following contributions: $50 million from the Motive side of the business contribution, $30 million from the Workhorse business contribution, and $25 million, which is a combination of the valued sale leaseback transaction and the convertible note, on an as-converted basis.

Bob Ginnan: The go-forward entity is being created as a combination of the following contributions: $50 million from the Motive side of the business contribution, $30 million from the Workhorse business contribution, and $25 million, which is a combination of the value of the sale-leaseback transaction and the convertible note on an as-converted basis. That totals $105 million.

And then the go forward, which we'll talk about in a subsequent presentation to really go after future growth initiatives at a lower cost structure.

Scott.

A number of folks where a number of shareholders were asking questions about about pork product portfolio. So let me ask both Scott you and Rick how do you plan to address the overlap and the combined portfolios specifically in the class four through six where both companies have existing products.

Speaker #5: That totals $105 million.

Speaker #8: Okay. Thank you, Bob. Scott, I have one for you. Can you provide more details on Motive's financials or pro forma financials for the combined company, given that the Workhorse shareholders will own approximately $26.5 of the combined entity?

Kevin: Okay. Thank you, Bob.

Stan March: Scott, I have one for you. Can you provide more details on Motive's financials or pro forma financials for the combined company, given that the Workhorse shareholders will own approximately 26.5% of the combined entity?

Rick why don't I take that first I think we both noted that as a combined company and it was on one of the slides will have a full range of class four through six trucks to serve our customers.

Speaker #5: Yeah, what I can say is that we'll provide quite a bit more detail in the proxy I think the timing of that is weeks away now.

Scott Griffith: What I can say is that we will provide quite a bit more detail in the proxy. I think the timing of that is weeks away now. We expect to file. What I can say is the transaction really strengthens the company's financial position, expected to create opportunities for our margin expansion, doing that together, reducing BOM, using volume on the production side, and then enabling greater flexibility to pursue future growth initiatives. I think we are in a good position now. We will see more details in the proxy and then the go-forward, which we will talk about in a subsequent presentation, to really go after future growth initiatives at a lower cost structure.

We think these are the most advanced road tested products out there that's going to mean a lot to the especially the larger fleet customer they experienced fleet customer operator that we're going to target will.

Speaker #5: We expect to file what I can say is the transaction really strengthens the company's financial position. It is expected to create opportunities for our margin expansion, doing that together by reducing BOM, using volume on the production side, and then enabling greater flexibility to pursue future growth initiatives.

We will be developing a class five and six cab chassis together we.

Bring a pretty decent head start on that into the mix.

And then we will be continuing to work on a.

Speaker #5: So I think we're in a good position now. You'll see more details in the proxy, and then the go-forward, which we'll talk about in a subsequent presentation, to really go after future growth initiatives at a lower cost structure.

A longer term cycle plan product product roadmap, if you will.

Really targets that and back to a question that was asked.

We'll be continuing to focus on the Boston shuttle business something work at Workhorse has not really played in the past.

Speaker #8: Thank you, Scott. A number of folks, a number of shareholders, were asking questions about the product portfolio. So let me ask both Scott, you, and Rick.

We think that that's an extensible growth opportunity as well so full stack of products from class four through six.

Kevin: Thank you, Scott.

Stan March: A number of folks, a number of shareholders, were asking questions about the product portfolio. Let me ask both Scott, you, and Rick. How do you plan to address the overlap in the combined portfolios, specifically in the Class 4 through 6, where both companies have existing products?

Lots of different body configurations that we can support from that and a cost structure that I think is going to be much more attractive going forward.

Speaker #8: How do you plan to address the overlap in the combined portfolios, specifically in the Classes 4 through 6, where both companies have existing products?

Yes, let me jump in Scott, we're working with the motive team on integration planning against across all functional parts of the company, including our product portfolio and our R&D roadmap.

Speaker #5: Rick, why don't I take that first? I think we both noted that as a combined company—and it was on one of the slides—we'll have a full range of Class 4 through 6 trucks to serve our customers.

Scott Griffith: Rick, why don't I take that first? I think we both noted that as a combined company, and it was on one of the slides, we'll have a full range of Class 4 through 6 trucks to serve our customers. We think these are the most advanced road-tested products out there. That's going to mean a lot to especially the larger fleet customer, the experienced fleet customer operator that we're going to target. We'll be developing a Class 5 and 6 cab chassis together. We bring a pretty decent head start on that into the mix. We'll be continuing to work on a longer-term cycle plan, product roadmap, if you will, that really targets that. Back to a question that was asked, we'll be continuing to focus on the school bus and shuttle segments, something Workhorse has not really played in in the past.

As many details will be determined at a high level workhorse imports a class four cab chassis from China.

Speaker #5: We think these are the most advanced, road-tested products out there. That's going to mean a lot to the, especially the larger fleet customer, the experienced fleet customer operator that we're going to target.

<unk> uses a U S made cab chassis. So you can factor in tariffs et cetera, we'll see how that plays out on.

Speaker #5: We'll be developing a Class 5 and 6 cab chassis together. We bring a pretty decent head start on that into the mix. And then we'll be continuing to work on a longer-term cycle plan, product roadmap, if you will, that really targets that.

On the class five six cap chassis standpoint motive uses one from an OEM here in North America, where workhorses designed from scratch and built in house, So Scott and I are going to work on that we will get the best products at the best costs going forward.

Critical for US we use different battery suppliers today will have the map out our battery supply situation going forward and we're going to map out our supply chain to make sure where there is overlap with us not overlap with the tenant and see what we can do going forward. So a lot of work to do good news that we both have well qualified set of engineers, both in mechanical electrical and software and we will put those guys.

Speaker #5: And back to a question that was asked, we'll be continuing to focus on the bus and shuttle business, something Workhorse has not really played in in the past.

Speaker #5: We think that's an extensible growth opportunity as well. So full stack of products from Class 4 through 6, lots of different body configurations that we can support from that.

Scott Griffith: We think that's an extensible growth opportunity as well. So full stack of products from Class 4 through 6, lots of different body configurations that we can support from that, and a cost structure that I think is going to be much more attractive going forward.

The work pretty quickly so.

Okay. Thanks.

Speaker #5: And a cost structure that I think is going to be much more attractive going forward.

I think a question for the combined Ceos again, if you don't mind.

Speaker #7: Yeah, let me jump

Stan March: Yeah, let me jump in, Scott. We are working with the Motive team on integration planning across all functional parts of the company, including our product portfolio and our R&D roadmap. There are many details to be determined. At a high level, Workhorse imports a Class 4 cab chassis from China. Motive uses a U.S.-made cab chassis. You can factor in tariffs, et cetera. We will see how that plays out. On the Class 5/6 chassis standpoint, Motive uses one from an OEM here in North America, where Workhorse is designed from scratch and built in-house. Scott and I are going to work on that. We will get the best products at the best cost going forward. Critical for us, we use different battery suppliers today. We will have to map out our battery supplier situation going forward.

Speaker #5: In, Scott. We're working with the Motive team on integration planning across all functional parts of the company, including our product portfolio and our R&D roadmap.

Is the financing in connection with the transaction enough to fund operations or will you need to raise more capital in the future. Great question. I'll go first so we believe that the proceeds from the sale leaseback.

Speaker #5: There's many details to be determined. At a high level, Workhorse imports a Class 4 cab chassis from China. Motive uses a U.S.-made cab chassis.

And the convertible note coupled with the potential for additional capital from our existing secured lender will be sufficient to support workforces ongoing operations through the transaction close.

Speaker #5: So you can factor in tariffs, et cetera. We'll see how that plays out. On the Class 5-6 cab chassis standpoint, Motive uses one from an OEM here in North America.

And provide sufficient capital pay down all of the outstanding debt owed to our existing senior secured convertible note holder at closing.

Speaker #5: Workhorse is designed from scratch and built in-house. So, Scott and I are going to work on that. We'll get the best products at the best cost going forward.

Great and then I will just add to that Rick.

If you note in the merger agreement.

It's been mentioned a few times on the call I think.

Speaker #5: Critical for us, we use different battery suppliers today. We'll have to map out our battery supply situation going forward. And we're going to map out our supply chains to make sure where there's overlap and where there's not overlap, we can kind of see what we can do going forward.

There is a condition to close.

Our controlling investor at motive will provide up to $20 million in debt financing.

Stan March: We are going to map out our supply chains to make sure where there is overlap and where there is not overlap, we can kind of see what we can do going forward. A lot of work to do. Good news is we both have a well-qualified set of engineers, both in mechanical, electrical, and software. We will put those guys at work pretty quickly.

It's split between some working capital support on an eight on an asset back lending structure and then just normal operating support.

Speaker #5: So, a lot of work to do. The good news is that we both have a well-qualified set of engineers, both in mechanical, electrical, and software. We'll put those guys to work pretty quickly, so.

Against the company's operating cash flow needs.

No.

I think we've got both of those those pieces in place as we hit and as we get new orders, we can kind of get those orders into the system quickly using that structure.

Speaker #8: Thanks. I think I have a question for the combined CEOs again, if you don't mind. Is the financing in connection with the transaction enough to fund operations, or will you need to raise more capital in the future?

Kevin: Thanks. I think a question for the combined CEOs again, if you don't mind. Is the financing in connection with the transaction enough to fund operations, or will you need to raise more capital in the future?

And then also following the completion of the transaction, we will look to raise additional capital to fund the company's go forward strategic execution.

Speaker #5: Great question. I'll go first. We believe that the proceeds from the sale-leaseback and the convertible note, coupled with the potential for additional capital from our existing secured lender, will be sufficient to support Workhorse's ongoing operations through the transaction close.

Stan March: Great question. I will go first. We believe that the proceeds from the sale-leaseback and the convertible note, coupled with the potential for additional capital from our existing secured lender, will be sufficient to support Workhorse's ongoing operations through the transaction close and provide sufficient capital to pay down all the outstanding debt owed to our existing senior secured convertible noteholder at closing.

We'll be talking more about that in the company months as we get closer to the close.

And then lastly, I would say with a stronger financial position will be better positioned to pursue future growth initiatives as a combined company that product roadmap that Rick and I just talked about.

Speaker #5: And provide sufficient capital to pay down all the outstanding debt owed to our existing senior secured convertible note holder at closing.

Spanning our sales activity is something that we'll want to invest in.

And so those are exciting new new growth avenues for us after as we get this uniform product portfolio put together.

Speaker #8: Right. And then I'll just add to that, Rick. If you note in the merger agreement, and it's been mentioned a few times on the call, I think there's a condition to close that our controlling investor at Motive will provide up to $20 million in debt financing and that's split between some working capital support on an asset-backed lending structure.

Scott Griffith: Right. I will just add to that, Rick. If you note in the merger agreement, and it has been mentioned a few times on the call, I think there is a condition to close that our controlling investor at Motive will provide up to $20 million in debt financing. That is split between some working capital support on an asset-backed lending structure and then just normal operating support against the company's operating cash flow needs. I think we have both of those pieces in place as we hit, and as we get new orders, we can kind of get those orders into the system quickly using that structure. Following the completion of the transaction, we will look to raise additional capital to fund the company's go-forward strategic execution. We will be talking more about that in the company months as we get closer to the close.

Thank you very much Scott and Rick.

We got we got a question that we certainly want to answer.

Very specific Bob I think I will ask you did workhorse retain any patents.

When it had the transaction for the <unk> Division in the company still use any of that intellectual property sustained all the drone related patents were included with the divestiture of the Euro division Okay.

Speaker #8: And then just normal operating support against the company's operating cash flow needs. So I think we've got both of those pieces in place as we hit.

I think back to the Ceos.

Speaker #8: And as we get new orders, we can kind of get those orders into the system quickly using that structure. And then also, following the completion of the transaction, we'll look to raise additional capital to fund the company's go-forward strategic execution.

Does workhorse are motive have any near term contracts and regulatory approvals or partnerships or other announcements in the near term that will increase shareholder confidence in the combined company.

Or maybe said a different way are there any potential customers that you would expect we will submit purchase orders only if this transaction is completed.

Speaker #8: We'll be talking more about that in the coming months as we get closer to the close. Lastly, I'd say that with a stronger financial position, we'll be better positioned to pursue future growth initiatives as a combined company, including the product roadmap that Rick and I just discussed.

Scott Griffith: Lastly, I would say with a stronger financial position, we will be better positioned to pursue future growth initiatives as a combined company. That product roadmap that Rick and I just talked about, expanding our sales activity is something that we will want to invest in. Those are exciting new growth avenues for us as we get this uniform product portfolio put together.

Great Stan we've had conversations with the customers that started since the announcement.

And we've received initially strong feedback I can tell you that I've been on calls since Friday with our largest dealer. He is excited to meet Scott and understand the product portfolio of motive and see how it can help us. We're also working with them on a big opportunity for a large order for our fleet.

Speaker #8: Expanding our sales activity is something that we'll want to invest in. Those are exciting new growth avenues for us as we get this uniform product portfolio put together.

Speaker #8: Thank you very much, Scott and Rick. We got a question that we certainly want to answer. Very specific. Bob, I think I'll ask you.

Stan March: Thank you very much, Scott and Rick.

We've talked to one or two of the big fleets at my level.

Kevin: We got a question that we certainly want to answer. Very specific, Bob, I think I will ask you. Did Workhorse retain any patents when it had the transaction for the aero division? Can the company still use any of that intellectual property?

Scott's talked to a couple of them as well with a stronger balance sheet with the capability of the manufacturing and the capital they have approved in their future spending it looks like we can go out and secure some additional orders, but we're not going to accommodate further until we actually receive those new orders.

Speaker #8: Did Workhorse retain any patents when it had the transaction for the Arrow division? Can the company still use any of that intellectual property?

Speaker #5: Sustain all the drone-related patents were included with the divestiture of the Arrow division.

Bob Ginnan: All the drone-related patents were included with the divestiture of the aero division.

Speaker #8: Okay. I think back to the CEOs. Does Workhorse or Motive have any near-term contracts, regulatory approvals, partnerships, or other announcements in the near term that will increase shareholder confidence in the combined company?

Kevin: Okay. I think back to the CEOs, does Workhorse or Motive have any near-term contracts or regulatory approvals or partnerships or other announcements in the near term that will increase shareholder confidence in the combined company? Or maybe said a different way, are there any potential customers that you would expect will submit purchase orders only if this transaction is completed?

On US right now Scott and I are going to work together to go out and secure additional orders that we hope to close before the deal is finalized.

Yeah, Rick I think I would just add I have also personally talked to some of our customers James Griffin <unk> talked to our customer base.

Speaker #8: Or maybe said a different way, are there any potential customers that you'd expect will submit purchase orders only if this transaction is completed?

We've had universal great support from for the idea behind this I think the the.

The compelling eight points that we went through earlier.

Speaker #5: Great stance. We've had conversations with the customers that started since the announcement, and we've received initially strong feedback. I can tell you that I haven't been on calls since Friday with our largest dealer.

Stan March: Great, Stan. We've had conversations with the customers that started since the announcement, and we've received initially strong feedback. I can tell you that I haven't been on calls since Friday with our largest dealer. He's excited to meet Scott Griffith and understand the product portfolio at Motive.

About the support for why this transaction makes sense strategically and financially.

Our customers are pretty quickly seeing that.

They see the benefits that will accrue to them over time, so I'm excited about the feedback we've had.

Speaker #5: He's excited to meet Scott and understand the product portfolio at Motive to see how we can help us. We're also working with him on a big opportunity for a large order for a fleet.

In the past few days since we announced the merger.

Rick Dauch: help us. We are also working with him on a big opportunity for a large order for a fleet. Second, we have talked to one or two of the big fleets at my level. Scott has talked to a couple of them as well. With the stronger balance sheet, with the capability of the manufacturing, and the capital they have approved and their future spending, it looks like we can go out and secure some additional orders. We are not going to comment any further until we actually receive those new orders. How is that? It is on us right now. Scott and I are going to work together to go out and secure additional orders that we hope to close before the deal is finalized.

The other thing I'd say is the timing of this transaction and assuming we close in Q4 it lays in directly to the buying cycle for next year for 2026.

Speaker #5: Second, we've talked to one or two of the big fleets at my level, and Scott's talked to a couple of them as well. With the stronger balance sheet, the capability of the manufacturing, and the capital they have approved in their future spending, it looks like we can go out and secure some additional orders.

Large fleets, primarily that we deal with.

Start doing their planning their budgeting and their fleet sizing.

Between now and into Q4, and so we fit right into that that buying cycle that planning cycle. So I really like the way this dovetails into that so we will be starting conversations.

Speaker #5: We're not going to comment any further until we actually receive those new orders. How's that? It's on us right now. Scott and I are going to work together to go out and secure additional orders that we hope to close before the deal is finalized.

As we start moving towards close with customers about their plans for next year and walking them through how we see the combined portfolio of products fitting into that and how we can support their plans for for development of electric vehicle fleet expansion next year.

Speaker #8: Yeah, Rick, I think I would just add that I have also personally talked to some of our customers. James Griffin, our CRO, has talked to our customer base.

Scott Griffith: Yeah, Rick, I think I would just add, I have also personally talked to some of our customers. James Griffin, our CRO, talked to our customer base. We have had universal great support for the idea behind this. I think the compelling eight points that we went through earlier, about the support for why this transaction makes sense strategically and financially, I think our customers are pretty quickly seeing that. They see the benefits that will accrue to them over time. So I am excited about the feedback we have had in the past few days since we announced the merger. The other thing I would say is the timing of this transaction, and assuming we close in Q4, it lays in directly to the buying cycle for next year, for 2026.

So we're excited about the timing of this that parts a little bit lucky, sometimes you've got to be a little bit lucky and.

And I think our timing here is really good.

One comment Scott gave me on Monday, you had a call with one of the fleets that we spent an extensive amount of time last year on a demo.

Over several months and our truck passed with flying colors rages from 50 to 150 mile with payloads up to 5000 pounds, we didn't Miss a beat but the customer was concerned about our balance sheet and our ability to sustain the company going forward by putting these two companies together and having a clean balance sheet with the right financial backing that alleviate.

Scott Griffith: Large fleets primarily that we deal with, start doing their planning, their budgeting, and their fleet sizing, between now and into Q4. So we fit right into that buying cycle, that planning cycle. I really like the way this dovetails into that. So we will be starting conversations, as we start moving toward close with customers, about their plans for next year and walking them through how we see the combined portfolio of products fitting into that and how we can support their plans for development of electric vehicle fleet expansion next year. So we are excited about the timing of this. That part is a little bit lucky. Sometimes you have got to be a little bit lucky, and I think our timing here is really good.

That issue hopefully, we can turn that now into a real appeal.

Okay.

I think the last summary question I think mostly it is for you Scott I know you've talked about this but lets come at it again whats the first pilot priority in driving sales in our new organization, how will the new workhorse target the market.

And do you have any particular customers that you want to attract or do you feel like you've got a broad enough group now, yes, I mean look the secret to.

Our success here is these larger fleets at the starting point.

Developed what we think of as a four phased program that starts with a pilot.

And then often results in a first order and then a multiyear contract with multiple orders after that.

Rick Dauch: is one comment Scott gave to me on Monday. He had a call with one of the fleets that we spent an extensive amount of time last year on a demo for over several months. Our truck passed with flying colors. Ranges from 50 to 150 miles with payloads up to 5,000 pounds. We did not miss a beat. The customer was concerned about our balance sheet and our ability to sustain the company going forward. By putting these two companies together and having a clean balance sheet with the right financial backing, that alleviates that issue. Hopefully, we can turn that now into a real PO.

That cycle can take anywhere from 12 months to a couple of years to get through so we want to continue those we're in those conversations with.

As I mentioned earlier 10 of the largest fleets in North America.

All 10 of those are currently commercially operating with one of our companies wed.

We'd like to get to the next 30 or 40 of those and start that same discussion that we've we've proven this track record of how we get you started and pilots how we get you into a single depot operation at some scale and then we use a multiple deep depot operations, including the infrastructure required and then the maintenance and parts and support.

Kevin: Okay. I think the last summary question, I think mostly it is for you, Scott. I know you have talked about this, but let us come at it again. What is the first priority in driving sales in a new organization? How will the new Workhorse target the market? Do you have any particular customers that you want to attract, or do you feel like you have got a broad enough group now?

And customer service. So I think that continues to so we've got this direct sales approach that we take on our side, we're going to combine that with the dealer networks and from my perspective, that's a.

Scott Griffith: Yeah, I mean, look, the secret to success here is these larger fleets at the starting point. We have developed what we think of as a four-phase program that starts with a pilot. It then often results in a first order and then a multi-year contract with multiple orders after that. That cycle can take anywhere from 12 months to a couple of years to get through. We want to continue those. We are in those conversations with, as I mentioned earlier, 10 of the largest fleets in North America.

That's a peanut butter and chocolate combination because it really is a very straightforward.

The big fleets that we speak with they really want to talk directly with the Oems. They start really understanding. This this transition once they get more comfortable they get enough trucks on the road the dealer can start to play a much more important role. So we see this as a transition from our.

Our direct sales model the workhorse model, which is maybe more focused on the dealer side put those two together and now we work all the way through those four phases I mentioned.

Scott Griffith: All 10 of those are currently commercially operating with one of our companies. We would like to get to the next 30 or 40 of those and start that same discussion that we have proven this track record of how we get you started in pilots, how we get you into a single depot operation at some scale, and then we use the multiple depot operations, including the infrastructure required, and then the maintenance and parts and support and customer service. I think that continues. So we have got this direct sales approach that we take on our side. We are going to combine that with the dealer network. From my perspective, that is a peanut butter and chocolate combination because it really is a very straightforward. The big fleets that we speak with, they really want to talk directly with the OEM as they start really understanding this transition.

From early early adoption in a pilot phase all the way to hundreds maybe thousands of trucks in our fleet.

We can support that whole journey now and our customer roadmap. So we'll be combining our experienced sales team with the national dealer network to foster this new team sell approach I mentioned earlier with the dealer groups allow their sales professionals to participate in the sales process, it's pretty difficult for a dealer to make the first sale.

L a and electric truck to a fleet that's never run on electric truck before it's a complicated sale. There is a lot to answer on the technology that was a lot to answer on the economics of these trucks.

We'd like to do that directly and then bring the dealers in as our partner and Thats. What the combination of these two companies is going to allow us to do it real scale now.

Let me comment on that as a quick we.

We have experience with a few fleets out there.

Scott Griffith: Once they get more comfortable, they get enough trucks on the road, the dealer can start to play a much more important role. We see this as a transition from our direct sales model, the Workhorse Group Inc. model, which is maybe more focused on the dealer side, put those two together, and now we work all the way through those four phases I mentioned, from early, early adoption in a pilot phase all the way to hundreds and maybe thousands of trucks in a fleet. We can support that whole journey now in our customer roadmap.

Almost follow the exact same pattern Scott talked about you have to have a successful demo or pilot, which is typically one to a few units.

Those demos take 30 to 180 days.

They're used in different scenarios range of the route payloads et cetera if.

If you pass that demo pilot you'd get to initial order.

It was these are expensive trucks, they can see it on order from maybe 5% to 20 trucks.

The fleets want to run those trucks now in the field for.

Scott Griffith: We will be combining our experienced sales team with the national dealer network to foster this new team sell approach I mentioned earlier, with the dealer groups allow their sales professionals to participate in the sales process. It is pretty difficult for a dealer to make the first sale of an electric truck to a fleet that has never run an electric truck before. It is a complicated sale. There is a lot to answer on the technology. There is a lot to answer on the economics of these trucks. We like to do that directly and then bring the dealers in as our partner. That is what the combination of these two companies is going to allow us to do at real scale now.

For a year across all the seasons, including the peak season.

If you are successful there and you give good service to the field because sometimes these trucks get banged around.

They have a heavy usage venue they make a big decision about are they making the capital expenditures to actually make the transition to evs that start for the charging systems and Scott's position. The board of illegal helps give them insight to the fleets across the country that are I'll go ahead and put it into EV charging systems, and also where they're going in by <unk>.

Dates.

And then you start seeing the bigger orders from the cap the bigger companies. There is a couple who are leaders in the industry.

Rick Dauch: Yeah, let me comment on that just a quick. We have experience with a few fleets out there. It almost followed the exact same pattern Scott talked about. You have to have a successful demo or pilot, which is typically one to a few units. Those demos take 30 to 180 days. They are used in different scenarios, range of the route, payloads, et cetera. If you pass that demo pilot, you can get to initial order, which these are expensive trucks, and they can see an order from maybe 5 to 20 trucks. The fleets want to run those trucks now in the field for a year across all the seasons, including the peak season.

Um, and we can support that whole journey now, um, in our customer road map. So, um, we'll be combining our experienced sales team with the national dealer. Network to Foster this new team sell approach. I mentioned earlier, um, with the dealer groups, allow their sales professionals, um, to participate in the sales process, it's pretty difficult for a dealer to make the first sale of an electric truck to a fleet. That's never run, an electric truck before it's a complicated sale. Um, there's a lot to answer on the technology. There was a lot to answer on the economics of these trucks. We we like to do that directly and then bring the dealers in as our partner. And and that's what the combination of these 2 companies is going to allow us to do it real scale now,

The north of the border than here in United States, We think we're well positioned with two of the leaders to earn their initial big EV transition designed by us and that's a big capital expenditure.

See, let me comment on that. Just a quick, you know, we have experience with a few fleets out there.

It's almost followed the exact same pattern as Scott talked about. You have to have a successful demo or pilot, which is typically 1 to a few units.

These companies by these trucks they hold onto from anywhere from 10 to 15 up to 20 years, what we're seeing on our own stables route as we're seeing paybacks of less than three years to four years, depending on the incentive programs going on so that's a good business decision. This is not going to be driven by <unk>.

Those demos take 30 to 180 days.

They're used in different scenarios, ranging from the route payloads, etc. If you pass that demo pilot, you can get to the initial order.

These are expensive trucks. They can see an order from maybe 5 to 20 trucks.

Incentive programs long term as Scott said, we have to drive the cost of vehicles down including battery costs manufacturing efficiencies and if we do we're confident there is a great business case for these fleets to go electric.

The fleets want to run those trucks now in the field.

Rick Dauch: If you are successful there and you give good service to the field, because sometimes these trucks get banged around, they have a heavy usage, then they make a big decision about are they making the capital expenditures to actually make the transition to EVs. That starts with the charging systems. Scott's position on the board at EVgo helps give him insight to the fleets across the country that are all going in and putting in EV charging systems and also where they are going in by states. Then you start seeing the bigger orders from the bigger companies. There is a couple who are leaders in the industry, both north of the border and here in the United States. We think we are well positioned with two of the leaders to earn their initial big EV transition design buys. That is a big capital expenditure.

And sort of closed that out I think this merger puts us in.

Really a good position to be able to do that.

A real one of the real industry leaders with scale and a supply chain that is.

Really excited about supporting us as we start to scale up and I can tell you from one of the police we deal with there are three or four people who've been fighting for that business. One company has been taken off the bid list because our trucks stone don't last more than 90 to 120 days. Another one hasnt passed the initial pilot phase. So we're well positioned we gotta guava win that business.

Okay.

Okay.

Rick Dauch: These companies buy these trucks and they hold on to them from anywhere from 10 to 15 up to 20 years. What we are seeing on our own Stables & Stalls route is we are seeing paybacks of less than three to four years, depending on the incentive programs going on. That is a good business decision. This is not going to be driven by incentive programs long term, as Scott said. We have to drive the cost of the vehicles down, including battery costs, manufacturing efficiencies. If we do, we are confident there is a great business case for these fleets to go electric.

Actually is.

I think we've wrapped up in summary fashion that the questions that came in from the shareholders and thank you very much for for those of you took the time to respond we tried to make sure. We got all the relevant questions addressed here.

For a year across, all the seasons, including the peak season. And if you are successful there and you give good service to the field because sometimes these trucks get banged around. Uh, they, they have a heavy usage then you, they, they make a big decision about. Are they making the capital expenditures to actually make the transition to EVS, that starts with a charging systems in Scott's position? The board at Evo helps, give him insight to The Fleets across the country that are, I'll go ahead and put it in the EV charging systems and also where they're going in by States. And then, then you start seeing the bigger orders from the cap, the bigger companies. And there's a couple who are leaders in the industry, both north of the border. And here in United States we think we're well positioned with 2 of the leaders to earn their initial big EV transition design by and that's a big capital expenditure. These companies buy these trucks and they hold on to them from anywhere from 10 to 15 up to 20 years. What we're seeing on our own Stables route is we're seeing paybacks of less than

Kevin unless there's another call on the line I think we can wrap it up from here.

Are there closing comments.

So I appreciate the opportunity to thanks for your patience with US look forward to rolling up our sleeves and working with the motive team to put these two companies together about a year and then Scott can add the baton and he could run the next lap.

Scott Griffith: This merger puts us in a good position to be able to do that as one of the real industry leaders with scale and a supply chain that is really excited about supporting us as we start to scale up.

At workhorse.

My only last comment as I imagine both both of our teams and the number of our team members are listening as Tom Brady says, let's go.

3 to 4 years depending on the incentive programs going on. So that's a good business decision. This is not going to be driven by incentive programs, long term. As Scott said, we have to drive the cost of the vehicles down, including battery costs, manufacturing efficiencies. And if we do, we're confident, there's a great business case for these fleets to go electric. So, and I, and, and to sort of close that out, I think this merger puts us in, you know, really a good position to be able to do that.

So thank you very much signing off thank you that does conclude today's teleconference and webcast. You may disconnect. Your lines at this time and have a wonderful day, we thank you for your participation today.

Rick Dauch: I can tell you from one of the fleets we deal with, there are three or four people who have been fighting for that business. One company has been taken off the bid list because their trucks do not last more than 90 to 120 days. Another one has not passed the initial pilot phase. We are well positioned. We have to go out and win that business.

Um as as a real 1 of the real industry leaders um at some with scale and a supply chain. Um that's really excited about supporting us as we start to scale up. And I can tell you from 1 of The Fleets, we deal with there's 3 or 4 people who've been fighting for that business 1 company has been taken off the bid list because their trucks Don't ex don't last more than 902 days. Another 1 has passed the initial pilot phase. So we're well positioned, we got to go out and win that business.

Kevin: Okay. That actually is, I think we have wrapped up in summary fashion the questions that came in from the shareholders. Thank you very much for those of you who took the time to respond. We tried to make sure we got all the relevant questions addressed here. Kevin, unless there is another call on the line, I think we can wrap it up from here.

Okay, that actually is a, I think we've wrapped up in summary fashion the questions that came in from the shareholders. Thank you very much for those of you who took the time to respond. We try to make sure we got all the relevant questions addressed here.

Stan March: Sir, do you have any further closing comments?

Um, Kevin, unless there's another call on the line, I think we can wrap it up from here. Sure. Do you have any further closing comments?

Rick Dauch: I appreciate the opportunity, and thanks for your patience with us. Look forward to rolling up our sleeves and working with the Motive team to put these two companies together by the New Year. Then Scott can have the baton, and he can run the next lap here at Workhorse.

Scott Griffith: My only last comment is I imagine both of our teams, a number of our team members are listening. As Tom Brady says, let's go.

Kevin: Let's go. Thank you very much. Signing off.

Well, I appreciate the, uh, opportunity to, uh, and thanks for your patience with us. I look forward to rolling up our sleeves and working with the Moto team to put these two companies together by the end of the year. And then Scott can have the baton and he can run the next lap here at Workhorse. I mean, my only last comment is I imagine both of our teams and a number of our team members are listening. As Tom Brady says, let's go.

Bob Ginnan: Thank you. That does conclude today's teleconferencing webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.

Thank you very much. Signing off, thank you. That does conclude today's teleconference webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.