GP 6-K
GREENPOWER MOTOR Co INC. (GP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number 001-39476
GreenPower Motor Company Inc.
(Translation of registrant's name into English)
#240 - 209 Carrall Street, Vancouver, British Columbia V6B 2J2
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
EXHIBITS 99.1 THROUGH 99.4 INCLUDED WITH THIS REPORT ARE HEREBY INCORPORATED BY REFERENCE TO THE REGISTRANT'S REGISTRATION STATEMENTS ON FORM F-3, AS AMENDED (NO. 333-276209) AND FORM S-8 (NO. 333-261422), TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS SUBMITTED.
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GreenPower Motors Inc.
/s/ Michael Sieffert
_____________________________________
Michael Sieffert, Chief Financial Officer
Date: February 12, 2026
GREENPOWER MOTOR COMPANY INC.
CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
For the Three and Nine Months Ended December 31, 2025 and December 31, 2024
(Expressed in US dollars)
(Unaudited)
|
GREENPOWER MOTOR COMPANY INC. Consolidated Condensed Interim Financial Statements |
December 31, 2025
| GREENPOWER MOTOR COMPANY INC. |
| Consolidated Condensed Interim Statements of Financial Position |
| As at December 31, 2025 and March 31, 2025 |
| (Expressed in US Dollars) |
| (Unaudited) |
| December 31, 2025 | March 31, 2025 | ||||||
| Assets | |||||||
| Current | |||||||
| Cash (Note 3) | $ | 675,950 | $ | 344,244 | |||
| Accounts receivable, net of allowances (Note 4) | 71,873 | 541,793 | |||||
| Current portion of finance lease receivables (Note 5) | 62,679 | 45,473 | |||||
| Inventory (Note 6) | 23,646,265 | 25,601,888 | |||||
| Prepaids and deposits | 228,406 | 1,241,670 | |||||
| 24,685,173 | 27,775,068 | ||||||
| Non-current | |||||||
| Finance lease receivables (Note 5) | 40,996 | 91,455 | |||||
| Right of use assets (Note 7) | 4,777,710 | 5,479,555 | |||||
| Property and equipment (Note 8) | 854,860 | 1,310,581 | |||||
| Restricted deposit (Note 9) | 405,260 | 415,065 | |||||
| Other assets | 1 | 1 | |||||
| 6,078,827 | 7,296,657 | ||||||
| Total Assets | $ | 30,764,000 | $ | 35,071,725 | |||
| Liabilities | |||||||
| Current | |||||||
| Line of credit (Note 10) | $ | 5,954,017 | $ | 5,983,572 | |||
| Current portion of term loan facility (Note 11) | 1,902,703 | 3,591,354 | |||||
| Accounts payable and accrued liabilities (Note 17) | 4,076,259 | 3,719,716 | |||||
| Current portion of deferred revenue (Note 15) | 5,172,187 | 3,279,536 | |||||
| Current portion of lease liabilities (Note 7) | 788,741 | 633,035 | |||||
| Current portion of loans payable to related parties (Note 17) | 100,000 | 1,334,720 | |||||
| Current portion of warranty liability (Note 19) | 819,090 | 816,326 | |||||
| Contingent liability (Note 20) | 110,000 | 310,000 | |||||
| 18,922,997 | 19,668,259 | ||||||
| Non-current | |||||||
| Deferred revenue (Note 15) | - | 6,858,820 | |||||
| Lease liabilities (Note 7) | 4,936,466 | 5,535,051 | |||||
| Loans payable to related parties (Note 17) | 6,594,278 | 2,849,325 | |||||
| Term loan facility (Note 11) | 1,687,578 | - | |||||
| Other liabilities | 10,708 | 17,133 | |||||
| Warranty liability (Note 19) | 1,770,180 | 1,749,103 | |||||
| 14,999,210 | 17,009,432 | ||||||
| Total Liabilities | 33,922,207 | 36,677,691 | |||||
| Equity (deficiency) | |||||||
| Share capital (Note 12) | 81,956,378 | 80,538,262 | |||||
| Reserves | 15,722,772 | 15,239,622 | |||||
| Accumulated other comprehensive loss | 67,103 | 39,657 | |||||
| Accumulated deficit | (100,904,460 | ) | (97,423,507 | ) | |||
| (3,158,207 | ) | (1,605,966 | ) | ||||
| Total Liabilities and Equity | $ | 30,764,000 | $ | 35,071,725 | |||
Nature and Continuance of Operations and Going Concern - Note 1
Approved on behalf of the Board on February 12, 2026.
| /s/ Fraser Atkinson | /s/ Mark Achtemichuk | |
| Director | Director |
(The accompanying notes are an integral part of these consolidated condensed interim financial statements)
| GREENPOWER MOTOR COMPANY INC. |
| Consolidated Condensed Interim Statements of Operations and Comprehensive Income (Loss) |
| For the Three and Nine Months Ended December 31, 2025 |
| (Expressed in US Dollars) |
| (Unaudited) |
| For the three months ended | For the nine months ended | |||||||||||
| December 31, | December 31, | December 31, | December 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue (Note 15) | $ | 8,495,323 | $ | 7,218,897 | $ | 12,534,610 | $ | 15,563,145 | ||||
| Cost of Sales (Note 6) | 1,176,572 | 6,164,860 | 4,580,459 | 13,827,609 | ||||||||
| Gross Profit | 7,318,751 | 1,054,037 | 7,954,151 | 1,735,536 | ||||||||
| Sales, general and administrative costs | ||||||||||||
| Salaries and administration (Note 17) | 1,075,364 | 2,920,418 | 4,090,109 | 7,257,738 | ||||||||
| Depreciation (Notes 7 and 8) | 339,219 | 399,440 | 1,101,465 | 1,285,176 | ||||||||
| Product development costs | 151,381 | 380,293 | 538,436 | 1,009,402 | ||||||||
| Office expense | 88,346 | 264,012 | 320,787 | 921,706 | ||||||||
| Insurance | 302,682 | 397,936 | 1,095,218 | 1,247,446 | ||||||||
| Professional fees | 344,587 | 253,269 | 1,803,243 | 922,044 | ||||||||
| Sales and marketing | 10,770 | 129,721 | 73,971 | 919,983 | ||||||||
| Share-based payments (Notes 13 and 17) | 50,875 | 135,677 | 320,720 | 833,575 | ||||||||
| Transportation costs | 50,299 | 57,802 | 153,915 | 154,419 | ||||||||
| Travel, accommodation, meals and entertainment | 17,082 | 55,680 | 48,170 | 272,799 | ||||||||
| Allowance for credit losses (Note 4) | (37,004 | ) | 240,396 | (4,476 | ) | 122,018 | ||||||
| Total sales, general and administrative costs | 2,393,601 | 5,234,644 | 9,541,558 | 14,946,306 | ||||||||
| Income (loss) from operations before undernoted | 4,925,150 | (4,180,607 | ) | (1,587,407 | ) | (13,210,770 | ) | |||||
| Interest and accretion | (710,483 | ) | (562,360 | ) | (1,894,741 | ) | (1,657,585 | ) | ||||
| Foreign exchange (loss) / gain | (982 | ) | 3,945 | (36,416 | ) | 38,821 | ||||||
| (Loss) on sale of equipment | - | - | (24,961 | ) | - | |||||||
| Income (loss) for the period | 4,213,685 | (4,739,022 | ) | (3,543,525 | ) | (14,829,534 | ) | |||||
| Other comprehensive income / (loss) | ||||||||||||
| Cumulative translation reserve | (40,057 | ) | 71,015 | 27,446 | 125,659 | |||||||
| Total comprehensive income (loss) for the period | $ | 4,173,628 | $ | (4,668,007 | ) | $ | (3,516,079 | ) | $ | (14,703,875 | ) | |
| Income (loss) per common share, basic and diluted | $ | 1.32 | $ | (1.66 | ) | $ | (1.16 | ) | $ | (5.50 | ) | |
| Weighted average number of common shares outstanding, basic and diluted | 3,192,199 | 2,851,290 | 3,064,091 | 2,695,480 | ||||||||
(The accompanying notes are an integral part of these consolidated condensed interim financial statements)
| GREENPOWER MOTOR COMPANY INC. |
| Consolidated Statements of Changes in Equity / (Deficit) |
| For the Nine Months ended December 31, 2025, and 2024 |
| Share Capital | ||||||||||||||||||||||||
| Series A Convertible Preferred Shares |
Accumulated other | |||||||||||||||||||||||
| (Expressed in US Dollars) | Common Shares | comprehensive | Accumulated | |||||||||||||||||||||
| (Unaudited) | Number | Amount | Number | Amount | Reserves | income (loss) | Deficit | Total | ||||||||||||||||
| Balance, March 31, 2024 | 2,499,116 | $ | 76,393,993 | $ | 14,305,642 | $ | (111,896 | ) | $ | (79,020,920 | ) | $ | 11,566,819 | |||||||||||
| Shares issued in unit transaction | 450,000 | 4,967,645 | - | - | - | 4,967,645 | ||||||||||||||||||
| Share issuance costs | - | (823,376 | ) | - | - | - | (823,376 | ) | ||||||||||||||||
| Warrants issued in unit transaction | - | - | 358,205 | - | - | 358,205 | ||||||||||||||||||
| Warrant issuance costs | - | - | (60,832 | ) | - | - | (60,832 | ) | ||||||||||||||||
| Fair value of stock options forfeited | - | - | (253,087 | ) | - | 253,087 | - | |||||||||||||||||
| Share based payments | 833,575 | - | - | 833,575 | ||||||||||||||||||||
| Cumulative translation reserve | - | - | - | 125,659 | ` | 125,659 | ||||||||||||||||||
| Net loss for the period | - | - | - | - | (14,829,534 | ) | (14,829,534 | ) | ||||||||||||||||
| Balance, December 31, 2024 | 2,949,116 | $ | 80,538,262 | - | $ | - | $ | 15,183,503 | $ | 13,763 | $ | (93,597,367 | ) | $ | 2,138,161 | |||||||||
| Balance, March 31, 2025 | 2,949,116 | $ | 80,538,262 | - | $ | - | $ | 15,239,622 | $ | 39,657 | $ | (97,423,507 | ) | $ | (1,605,966 | ) | ||||||||
| Shares issued for cash | 128,345 | 580,095 | 1,179 | 1,120,050 | - | - | - | 1,700,145 | ||||||||||||||||
| Share issuance costs | - | (113,388 | ) | - | (168,641 | ) | - | - | - | (282,029 | ) | |||||||||||||
| Preferred Shares converted to common shares | 289,744 | 306,185 | (330 | ) | (306,185 | ) | - | - | - | - | ||||||||||||||
| Warrants issued | - | - | - | - | 225,002 | - | - | 225,002 | ||||||||||||||||
| Fair value of stock options forfeited | - | - | - | - | (62,572 | ) | - | 62,572 | - | |||||||||||||||
| Share based payments | - | - | - | - | 320,720 | - | - | 320,720 | ||||||||||||||||
| Cumulative translation reserve | - | - | - | - | - | 27,446 | - | 27,446 | ||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | (3,543,525 | ) | (3,543,525 | ) | ||||||||||||||
| Net fractional shares as a result of share consolidation | 22 | - | - | - | - | - | - | - | ||||||||||||||||
| Balance, December 31, 2025 | 3,367,227 | $ | 81,311,154 | 849 | $ | 645,224 | $ | 15,722,772 | $ | 67,103 | $ | (100,904,460 | ) | $ | (3,158,207 | ) | ||||||||
| GREENPOWER MOTOR COMPANY INC. |
| Consolidated Condensed Interim Statements of Cash Flows |
| For the Nine Months Ended December 31, 2025 and 2024 |
| (Expressed in US Dollars) |
| (Unaudited) |
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Cash flows from (used in) operating activities | ||||||
| Loss for the period | (3,543,525 | ) | (14,829,534 | ) | ||
| Items not affecting cash | ||||||
| Allowance (recovery) for credit losses | (4,476 | ) | 122,018 | |||
| Depreciation | 1,101,505 | 1,285,176 | ||||
| Share-based payments | 320,720 | 833,575 | ||||
| Change from lease adjustment | 51,802 | - | ||||
| Loss on disposition of equipment | 24,961 | - | ||||
| Accretion & accrued interest | 1,369,446 | 423,509 | ||||
| Write down of inventory | 300,000 | - | ||||
| Foreign exchange loss (gain) | 35,852 | (38,821 | ) | |||
| Cash flow used in operating activities before changes in assets and liabilities | (343,715 | ) | (12,204,077 | ) | ||
| Changes in working capital items: | ||||||
| Accounts receivable | 474,395 | 919,355 | ||||
| Inventory | 1,655,623 | 5,015,725 | ||||
| Prepaids and deposits | 1,013,264 | (262,999 | ) | |||
| Finance lease receivables | 33,253 | 38,588 | ||||
| Accounts payable and accrued liabilities | (131,740 | ) | 14,798 | |||
| Repayment of other liabilities | (6,425 | ) | (6,425 | ) | ||
| Contingent liability | (200,000 | ) | - | |||
| Deferred revenue | (4,966,169 | ) | 751,214 | |||
| Warranty liability | 23,842 | 127,032 | ||||
| (2,447,672 | ) | (5,606,789 | ) | |||
| Cash flows from (used in) investing activities | ||||||
| Purchase of property and equipment | - | (80,133 | ) | |||
| Restricted Deposits | 15,065 | - | ||||
| 15,065 | (80,133 | ) | ||||
| Cash flows from (used in) financing activities | ||||||
| Proceeds from loans from related parties | 1,913,457 | 1,080,165 | ||||
| Repayment of line of credit | (29,555 | ) | (1,616,755 | ) | ||
| Proceeds from (repayment of) term loan facility | (334,943 | ) | 1,550,528 | |||
| Payments on lease liabilities | (414,947 | ) | (482,927 | ) | ||
| Proceeds from issuance of preferred shares | 1,120,050 | - | ||||
| Proceeds from issuance of common shares | 580,095 | 4,967,645 | ||||
| Proceeds from issuance of warrants | 225,000 | 358,205 | ||||
| Equity offering costs | (282,029 | ) | (884,208 | ) | ||
| 2,777,128 | 4,972,653 | |||||
| Foreign exchange on cash | (12,815 | ) | 184,464 | |||
| Net increase (decrease) in cash | 331,706 | (529,805 | ) | |||
| Cash, beginning of period | 344,244 | 1,150,891 | ||||
| Cash, end of period | $ | 675,950 | $ | 621,086 |
(The accompanying notes are an integral part of these consolidated condensed interim financial statements)
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
1. Nature and Continuance of Operations and Going Concern
GreenPower Motor Company Inc. ("GreenPower" or the "Company") was incorporated in the Province of British Columbia on September 18, 2007. The Company is a manufacturer and distributor of purpose-built, all-electric, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.
The corporate office is located at Suite 240 - 209 Carrall St., Vancouver, Canada.
These consolidated condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with our audited financial statements for the year ended March 31, 2025.
The Company's continuing operations are dependent upon its ability to raise capital and generate cash flows. As at December 31, 2025, the Company had a cash balance of $675,950, working capital, defined as current assets less current liabilities, of $5,762,176 accumulated deficit of $(100,904,460) and a shareholders' deficiency of ($3,158,207). These consolidated condensed interim financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern. Management plans to address this material uncertainty by selling vehicles in inventory, collecting accounts receivable, utilizing the Company's operating line of credit and revolving term loan facility and by seeking potential new sources of financing.
These consolidated condensed interim financial statements were approved by the Company's Audit Committee, as delegated by the Board of Directors, on February 12, 2025.
2. Material Accounting Policies
Basis of presentation
GreenPower has applied the same accounting policies and methods of computation in its Consolidated Condensed Interim Financial Statements as in the annual audited financial statements for the year ended March 31, 2025, except for the following which either did not apply to the prior year or are amendments which apply for the current fiscal year.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
2. Material Accounting Policies (continued)
Adoption of accounting standards
Certain new accounting standards have been published by the IASB that are effective for annual reporting periods beginning on or after January 1, 2025 as follows:
- IAS 21 - the effect of changes in Foreign Exchange rates (effective January 1, 2025)
Amendments to this standard did not cause a change to the Company's financial statements.
Future accounting pronouncements
Certain new accounting standards and interpretations have been published by the IASB that are mandatory for the annual period beginning April 1, 2026. The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective. The Company has not early adopted any of these standards and is currently evaluating the impact, if any, that these standards might have on its consolidated condensed interim financial statements.
Loans with attached bonus warrants or bonus shares
Accounting policy
The Company has issued loans that included either (i) bonus warrants or (ii) bonus shares to the lender. The loan component is a financial liability initially recognized at fair value within the scope of IFRS 9 Financial Instruments with the remaining consideration applied to the residual equity components.
Loans with attached bonus warrants
Attached warrants are evaluated separately under IAS 32 Financial Instruments: Presentation to determine whether they meet the definition of an equity instrument or a financial liability. Where the warrants meet the definition of an equity instrument (i.e., they will be settled by the exchange of a fixed number of the Company's own equity instruments for a fixed amount of cash), the proceeds from the financing are allocated first to the host debt with the residual being applied to the equity component.
The amount allocated to the warrants is recorded in equity under "warrants reserve".
Loans with attached bonus shares
The bonus shares are evaluated separately under IAS 32 Financial Instruments: Presentation to determine whether they meet the definition of an equity instrument or financial liability. Where the bonus shares meet the definition of an equity instrument (i.e., they will be settled by the exchange of a fixed number of the Company's own equity instruments for a fixed amount of cash), the proceeds from the financing are allocated first to the host debt with the residual being applied to the equity component. The amount allocated to the bonus shares is recorded in equity under "share capital" or "share-based payments reserve" (as applicable).
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
2. Material Accounting Policies (continued)
Subsequent measurement
The loan liability is subsequently measured at amortized cost using the effective interest method, with interest expense recognized in profit or loss over the term of the loan. Warrants classified as equity remain in equity until exercised or expire unexercised. Bonus shares are not subsequently remeasured.
Significant judgements and estimates
Management exercises judgement, and there is estimate uncertainty, in the following areas related to the loans with attached bonus warrants or bonus shares:
- Determining the fair value of the host debt;
- Selecting the appropriate valuation model and key assumptions for inputs to the Black-Scholes model used to value the warrants;
- Determining whether the warrants meet the "fixed-for-fixed" criterion in IAS 32 to be classified as equity;
- Determining the appropriate classification for the fair value of bonus shares in equity.
3. Cash
As at December 31, 2025 the Company has a cash balance of $675,950 (March 31, 2025 - $344,244) which is on deposit at major financial institutions in North America. The Company has no cash equivalents as at December 31, 2025 or at March 31, 2025.
4. Accounts Receivable
The Company has evaluated the carrying value of accounts receivable as at December 31, 2025 in accordance with IFRS 9 and has determined that an allowance against accounts receivable of $346,445 (March 31, 2025 - $563,152) is warranted. Of the total accounts receivable, $348,472 (March 31, 2025 - $575,592) is past due over 120 days. Of the past due amounts, the Company has recorded a provision of $346,445 (March 31, 2025 - $559,312).
5. Finance Lease Receivable
Greenpower's wholly owned subsidiaries San Joaquin Valley Equipment Leasing Inc. (SJVEL) and 0939181 BC Ltd. lease vehicles to several customers, and as at December 31, 2025, the Company had a total of 3 (March 31, 2025 - 3) vehicles on lease that were determined to be finance leases and the Company had a total of nil (March 31, 2025 - 3) vehicles on lease that were determined to be operating leases. 2 vehicles leased from SJVEL that were previously under operating leases were returned during the quarter ended December 31, 2025.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
5. Finance Lease Receivables (continued)
As at December 31, 2025, the remaining payments to be received on Finance Lease Receivables are as follows:
| 31-Dec-25 | |||
| Year 1 | $ | 62,679 | |
| Year 2 | 37,200 | ||
| Year 3 | 37,202 | ||
| Year 4 | - | ||
| Year 5 | - | ||
| less: amount representing interest income | (33,406 | ) | |
| Finance Lease Receivable | $ | 103,675 | |
| Current Portion of Finance Lease Receivable | $ | 62,679 | |
| Long Term Portion of Finance Lease Receivable | $ | 40,996 |
6. Inventory
The following is a listing of inventory as at December 31, 2025 and March 31, 2025:
| December 31, 2025 | March 31, 2025 | |||||
| Parts | $ | 4,220,323 | $ | 4,208,596 | ||
| Work in Process | 10,326,675 | 11,282,556 | ||||
| Finished Goods | 9,099,267 | 10,110,736 | ||||
| Total | $ | 23,646,265 | $ | 25,601,888 |
The Company's finished goods inventory is primarily comprised of EV Stars, EV Star Cab and Chassis, BEAST Type D school buses, and Nano BEAST Type A school buses. During the nine months ended December 31, 2025, management wrote down the value of inventory by $300,000 (December 31, 2024 - $nil), and this amount was included in Cost of Sales. During the three months ended December 31, 2025 $932,099 of inventory was included in cost of sales (December 31, 2024 - $6,003,836). During the nine months ended December 31, 2025 $4,084,535 of inventory was included in cost of sales (December 31, 2024 - $13,257,184).
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
7. Right of Use Assets and Lease Liabilities
The Company has recorded Right of Use Assets and Lease Liabilities in its consolidated statement of financial position for lease agreements that the Company has entered into that expire in more than one year at the inception of the leases. The right of use assets have a carrying value at December 31, 2025 of $4,777,710 (March 31, 2025 - $5,479,555). Rental payments on the Right of Use Assets are discounted using an 8.0% rate of interest and capitalized on the Consolidated Statement of Financial Position as Lease Liabilities. The value of the Right of Use Assets is determined at lease inception and include the capitalized lease liabilities, incorporate upfront costs incurred and incentives received, and the value is depreciated over the term of the lease. For the three months ended December 31, 2025 the Company incurred interest expense of $143,290 (2024 - $113,367) on the Lease Liabilities, recognized depreciation expense of $208,375 (2024 - $172,522) on the Right of Use Assets and made total rental payments of $343,412 (2024 - $244,059). For the nine months ended December 31, 2025 the Company incurred interest expense of $441,022 (2024 - $283,842) on the Lease Liabilities, recognized depreciation expense of $666,295 (2024 - $557,169) on the Right of Use Assets and made total rental payments of $903,230 (2024 - $766,769).
The Company's lease liabilities and right of use assets include a leased facility in South Charleston, West Virginia for which the Company has earned a credit on the lease liability of $578,500. GreenPower has suspended monthly lease payments to account for the $578,500 credit, however, on May 22, 2025 GreenPower received a default notice from the lessor. The lessor's interpretation of the lease is that the $578,500 reduction in lease payments is applied at the end of the lease, and GreenPower is in negotiations with the lessor in regards to this interpretation. If this matter remains unresolved, the lessor may exercise its rights under the agreement to either: (i) require the Company to pay amounts outstanding plus prepay two years of regular monthly lease payments; (ii) require the Company to pay amounts outstanding within 30 days of notice; (iii) terminate the lease and require the Company to vacate the premises within 90 days. The lessor has not provided any further notice to the Company since the May 22, 2025 notice.
The following table summarizes changes in Right of Use Assets between March 31, 2025 and December 31, 2025:
| Right of Use Assets, March 31, 2025 | $ | 5,479,555 | |
| Depreciation | (666,295 | ) | |
| Change from lease adjustment | (35,550 | ) | |
| Right of Use Assets, December 31, 2025 | $ | 4,777,710 |
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
7. Right of Use Assets and Lease Liabilities (continued)
The following table summarizes changes in Right of Use Assets between March 31, 2024 and March 31, 2025:
| Right of Use Assets, March 31, 2024 | $ | 4,124,563 | |
| Depreciation | (730,803 | ) | |
| Additions to RoU Assets | 2,506,822 | ||
| Removal of RoU Assets | (25,000 | ) | |
| Change from lease modification | (167,015 | ) | |
| Change from lease adjustment | (229,012 | ) | |
| Right of Use Assets, March 31, 2025 | $ | 5,479,555 |
The following table shows the remaining undiscounted payments on lease liabilities, interest on lease liabilities and the carrying value of lease liabilities as at December 31, 2025.
| 31-Dec-25 | |||
| 1 year | $ | 1,314,374 | |
| thereafter | 6,445,983 | ||
| less amount representing interest expense | (2,035,150 | ) | |
| Lease liability | $ | 5,725,207 | |
| Current Portion of Lease Liabilities | $ | 788,741 | |
| Long Term Portion of Lease Liabilities | $ | 4,936,466 |
8. Property and Equipment
The following is a summary of changes in Property and Equipment for the nine months ended December 31, 2025:
| Property and Equipment, March 31, 2025 | $ | 1,310,581 | |
| plus: purchases | - | ||
| less: disposals | (24,961 | ) | |
| less: depreciation | (435,171 | ) | |
| plus: foreign exchange translation | 4,411 | ||
| Property and Equipment, December 31, 2025 | $ | 854,860 |
The following is a summary of changes in Property and Equipment for the twelve months ended March 31, 2025:
| Property and Equipment, March 31, 2024 | $ | 2,763,525 | |
| plus: purchases | 83,172 | ||
| less: transfers to inventory | (593,320 | ) | |
| less: depreciation | (931,309 | ) | |
| less: foreign exchange translation | (11,487 | ) | |
| Property and Equipment, March 31, 2025 | $ | 1,310,581 |
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
9. Restricted deposit
The Company has pledged a $400,000 term deposit as security for an irrevocable standby letter of credit issued by the Bank of Montreal to an insurance company that is providing the Company with a surety bond to support the Company's importation of goods to the United States. The term deposit has a term of one year, a maturity date of June 22, 2026 and earns interest at a fixed rate of 2.5%. On April 24, 2025, the standby letter of credit was amended to increase the standby letter of credit by $50,000, from $400,000 to $450,000. The lender on the Company's line of credit has reserved $50,000 from the line of credit as collateral for the amended standby letter of credit (Note 10). On January 8, 2026 the Company received credit approval from Canadian Imperial Bank of Commerce (CIBC) to enter into a letter of credit of $450,000 with GreenPower to replace the existing letter of credit with the Bank of Montreal. Once the new letter of credit is in place with CIBC, GreenPower intends to cancel the letter of credit with Bank of Montreal and request the release of the restricted deposit.
10. Line of credit
The Company's primary bank account denominated in US dollars is linked to its Line of Credit such that funds deposited to the bank account reduce the outstanding balance on the Line of Credit. The Line of Credit is not part of cash and cash equivalents. As at December 31, 2025 the Company's Line of Credit had a credit limit of up to $6,000,000 (March 31, 2025 - $6,000,000). The Line of Credit bears interest at the bank's US Base Rate (December 31, 2025 - 8.0%, March 31, 2025 - 8.0%) plus a margin of 5.25% (March 31, 2025 - 2.25%).
The Line of Credit Is secured by a general floating charge on the Company's assets and the assets of one of its subsidiaries, and one of the Company's subsidiaries has provided a corporate guarantee. Two directors of the Company have provided personal guarantees for a total of $5,020,000 (Note 17). In addition, the availability of the credit limit over $5,000,000 is subject to margin requirements of a percentage of finished goods inventory and accounts receivable. As of December 31, 2025 the Company had a drawn balance of $5,954,017 (March 31, 2025 - $5,983,572) on the Line of Credit. One of the financial covenants on the Line of Credit requires the Company to maintain a current ratio, defined as current assets over current liabilities, of 1.2:1, for which the Company is in compliance as at December 31, 2025 and March 31, 2025. An additional financial covenant was introduced in September 2025, the minimum fixed charge coverage ratio (FCCR) of 1.25:1, commencing December 31, 2025. The FCCR is tested on a trailing twelve-month basis with the ratio calculated as (a) unadjusted EBITDA plus capital injections from the Personal Guarantors, minus the aggregate of (i) cash taxes, (ii) Unfunded Capital Expenditures and (iii) Distributions; divided by (b) debt service (defined as cash interest paid and scheduled principal payments on total debt over the last 12-month period). The Company was not in compliance with the FCCR as at December 31, 2025. The line of credit with Bank of Montreal was repaid and closed on January 12, 2026, as described further below.
On January 8, 2026, the Company signed a credit agreement letter with CIBC pursuant to which CIBC agreed to enter into the following credit facilities with GreenPower Motor Company Inc., subject to customary closing conditions and conditions precedent:
- A revolving demand line of credit facility for up to $3 million, bearing interest at CIBC's US Base Rate plus 1.35%;
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
10. Line of credit (continued)
- A non-revolving demand instalment loan of $2 million, bearing interest at CIBC's US Base Rate plus 1.35%. The loan has a term of 36 months, with monthly payments of interest only for the first 12 months, and repayment terms for the loan principal to be determined after the interest only period;
- A standby letter of credit facility of up to $450,000 subject to security requirements;
- A standby letter of credit facility of up to $2,500,000 which is required to be secured by an Account Performance Security Guarantee (APSG) from EDC;
- A credit card facility of up to CDN $100,000.
On January 8, 2026 the Company closed two term loans of $2.5 million each, for $5 million in total, from two family offices that are Related Parties (Note 17). The proceeds from the $5 million loans were used to repay the line of credit with Bank of Montreal. As a bonus for entering into the loan, one of the family offices received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share. The second family office received, as a bonus for entering into the loan, 641,025 common shares of the Company.
The CIBC line of credit and CIBC instalment loan closing occurred on January 12, 2026. As a condition to this closing GreenPower repaid the Bank of Montreal line of credit with proceeds from the $5m term loans from two family offices and the remainder from a portion of the CIBC instalment loan. Two directors of the Company provided joint and several guarantees of up to $5 million in support of the CIBC credit facilities (the "Guarantees"). As a bonus for providing the Guarantees one of the directors received 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share. The second director received, as a bonus for providing the Guarantees, 403,225 common shares of the Company (Note 17).
11. Term loan facility
During February 2024, the Company entered into a $5,000,000 revolving loan facility (the "Loan") with Export Development Canada ("EDC"). The Loan is used to finance working capital investments to deliver all-electric vehicles to customers under purchase orders approved by EDC. The Loan allows advances over a 24-month period, has a term of 36 months, and bears interest at a floating rate of US Prime + 5% per annum. The Company has granted EDC a first and second ranking security interest over property of the Company and certain subsidiaries, and the Company and certain subsidiaries have provided Guarantees to EDC. The Company and Countryman Investments Limited, a company that is beneficially owned by a director of the Company, and Koko Financial Services, FWP Holdings LLC, 0851433 B.C. Ltd., and FWP Acquisition Corp. companies that are beneficially owned and controlled by the CEO and Chairman of the Company, (collectively the "Subordinated Lenders"), entered into a postponement and subordination agreement with the term loan facility lender under which the parties agreed that the loans from the Subordinated Lenders would be subordinate to the lender's security interests and that no payment will be made on the loans from the Subordinated Lenders before the full repayment of the term loan facility (Note 17).
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
11. Term loan facility (continued)
The term loan facility has two financial covenants. The first covenant is reported quarterly, and is to maintain a current ratio, defined as current assets over current liabilities, of greater than 1.2 to 1.0. The Company is in compliance with this covenant as at December 31, 2025. The second covenant commences at the 2026 fiscal year end, will be reported quarterly, and is to maintain a debt service coverage ratio of 1.20 to 1.0. The debt service coverage ratio is defined as EBITDA for the trailing four quarters, divided by the sum of debt payments, capital lease payments, and interest expense, each for the trailing four quarters. The Company anticipates that it will not be in compliance with the minimum debt service coverage ratio at the 2026 fiscal year end as the Company has not generated positive EBITDA in the trailing four quarters ended December 31, 2025. As at December 31, 2025 the balance outstanding on the term loan facility, including fees and accrued interest, was $3,591,507 (March 31, 2025 -$3,591,354). Subsequent to the reporting period, the Company entered into a letter of credit facility of up to $2.5 million with CIBC, backed by an Account Performance Security Guarantee from EDC (Note 21).
12. Share capital
Authorized
The authorized capital of GreenPower Motor Company Inc. consists of an unlimited number of voting common shares; an unlimited number of Series A convertible preferred shares, which are non-voting and are convertible into common shares of the Company. Subsequent to the end of the quarter the Company created a new class of Series B convertible preferred shares, which are non-voting, are convertible into common shares of the Company, and there are an unlimited number of authorized Series B convertible preferred shares.
At the Market Offering
On March 7, 2025 the Company filed a prospectus supplement to its short form base shelf prospectus, pursuant to which the Company may, at its discretion and from time to time, sell common shares of the Company on the NASDAQ stock exchange for aggregate gross proceeds of up to US$850,000 (the "2025 ATM"). The Company did not sell any shares under the 2025 ATM during the year ended March 31, 2025. During the nine months ended December 31, 2025, the Company sold a total of 98,803 common shares under the 2025 ATM for gross proceeds of $455,095. The ATM program with Roth Capital Partners, LLC was cancelled on November 13, 2025.
Series A Convertible Preferred Shares
On November 14, 2025 the Company filed a prospectus supplement to its short form base shelf prospectus under which it offered 754 Series A convertible preferred shares for gross proceeds of $716,300. Concurrent with this public offering, the Company completed a private placement of 425 Series A convertible preferred shares for gross proceeds of $403,750. Net proceeds from the public offering preferred shares and the private placement preferred shares, after taking into account commissions and other direct costs of the offering, was $951,409. The preferred shares have a stated value of $1,000 per share and are convertible into common shares of the Company at 105% of the sum of the stated value plus accrued dividends divided by the lower of a) $1.975 or b) 95% of the lowest daily VWAP from the previous 5 trading days.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
12. Share capital (continued)
Issued Common Shares
During the nine months ended December 31, 2025, the Company issued a total of 418,069 common shares comprised of 98,803 shares through the 2025 ATM for gross proceeds of $455,095, and issued 29,542 common shares as bonus shares associated with $1.75 million in loans issued during the period (Note 17). In addition, the Company issued 289,744 common shares pursuant to the conversion of 330 Series A convertible preferred shares.
During the year ended March 31, 2025, the Company issued a total of 450,000 common shares, including:
- During May 2024, 150,000 common shares in an underwritten Unit offering (the "Unit Offering") comprised of 150,000 common shares and warrants to purchase 157,500 common shares for gross proceeds of $2,372,750 before deducting underwriting discounts and offering expenses;
- During October 2024, 300,000 common shares in an underwritten offering of common shares (the "Share Offering") for gross proceeds of $3,000,000 before deducting underwriting discounts and offering expenses.
On September 8, 2025 the Company completed a consolidation of its common shares on the basis of ten pre-consolidation shares for one post-consolidation common share. All references to share and per share amounts in these consolidated financial statements have been retroactively restated to give effect to this share consolidation unless otherwise stated.
Subsequent to the end of the quarter:
- on January 8, 2026 the Company issued 641,025 common shares as a bonus to a related party lender for providing a loan of $2.5 million to the Company (Note 21);
- Between January 6 and January 9, 2026 a total of 617,814 common shares were issued pursuant to the conversion of 424 Series A convertible preferred shares (Note 21);
- on January 12, 2026 the Company issued 403,225 common shares as a bonus to a related party lender for providing a joint and several guarantee to support the Company's credit facilities with CIBC (Note 21).
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
13. Stock Options
The Company has two incentive stock option plans whereby it grants options to directors, officers, employees, and consultants of the Company, the 2023 Equity Incentive Plan (the "2023 Plan") which was adopted in order to grant awards to people in the United States, and the 2022 Equity Incentive Plan (the "2022 Plan").
2023 Plan
Effective February 21, 2023 GreenPower adopted the 2023 Plan which was approved by shareholders at our AGM on March 28, 2023 in order to grant stock options or non-stock option awards to people in the United States. Under the 2023 Plan GreenPower can issue stock options that are considered incentive stock options, which are stock options that qualify for certain favorable tax treatment under U.S. tax laws. Nonqualified stock options are stock options that are not incentive stock options. The aggregate fair market value on the date of grant of Shares with respect to which incentive stock options are exercisable for the first time by an optionee subject to tax in the United States during any calendar year must not exceed US$100,000, or such other limit as may be prescribed by the Internal Revenue Code. Non-stock option awards mean a right granted to an award recipient under the 2023 Plan, which may include the grant of stock appreciation rights, restricted awards or other equity-based awards. The aggregate number of Shares issuable under the 2023 Plan (and all of the Company's other Security-Based Compensation Arrangements) will not exceed 246,760. The Company received final approval of the 2023 plan on April 18, 2024.
2022 Plan
Effective April 19, 2022 GreenPower adopted the 2022 Equity Incentive Plan (the "2022 Plan"), which was further ratified and re-approved by shareholders at our AGM on May 23, 2025, and which replaced the 2019 Plan. Under the 2022 Plan the Company can grant equity-based incentive awards in the form of stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs"). RSU's, DSU's and PSU's are collectively referred to as "Performance Based Awards". The 2022 Plan is a Rolling Plan for Options and a fixed-plan for Performance-Based Awards such that the aggregate number of Shares that: (i) may be issued upon the exercise or settlement of Options granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements), shall not exceed 10% of the Company's issued and outstanding Shares from time to time, and (ii) may be issued in respect of Performance-Based Awards granted under the 2022 Plan (and all of the Company's other Security-Based Compensation Arrangements) shall not exceed 294,912. No performance-based awards have been issued as at December 31, 2025 or as at March 31, 2025. The 2022 Plan is considered an "evergreen" plan, since Options which have been exercised, cancelled, terminated, surrendered, forfeited or expired without being exercised shall be available for subsequent grants under the 2022 Plan and the number of awards available to grant increases as the number of issued and outstanding Shares increases.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
13. Stock Options (continued)
The Company had the following incentive stock options granted under the 2023 Plan and the 2022 Plan that are issued and outstanding as at December 31, 2025:
| Exercise | Balance | Forfeited | Balance | ||||||||||||||||
| Expiry Date | Price | March 31, 2025 | Granted | Exercised | or Expired | December 31, 2025 | |||||||||||||
| July 3, 2025 | CDN | $ | 49.00 | 643 | - | - | (643 | ) | - | ||||||||||
| November 19, 2025 | US | $ | 200.00 | 30,000 | - | - | (30,000 | ) | - | ||||||||||
| December 4, 2025 | US | $ | 200.00 | 1,500 | - | - | (1,500 | ) | - | ||||||||||
| May 18, 2026 | CDN | $ | 196.20 | 3,245 | - | - | (70 | ) | 3,175 | ||||||||||
| December 10, 2026 | CDN | $ | 164.50 | 42,000 | - | - | (500 | ) | 41,500 | ||||||||||
| February 14, 2028 | CDN | $ | 38.00 | 50,250 | - | - | (6,750 | ) | 43,500 | ||||||||||
| March 27, 2029 | CDN | $ | 27.20 | 49,125 | - | - | (3,625 | ) | 45,500 | ||||||||||
| June 28, 2029 | CDN | $ | 14.00 | 2,000 | - | - | - | 2,000 | |||||||||||
| March 14, 2030 | CDN | $ | 7.80 | 79,500 | - | - | (8,875 | ) | 70,625 | ||||||||||
| Total outstanding | 258,263 | - | - | (51,963 | ) | 206,300 | |||||||||||||
| Total exercisable | 168,138 | 190,800 | |||||||||||||||||
| Weighted Average | |||||||||||||||||||
| Exercise Price (CDN$) | $ | 79.50 | $ | - | $ | - | $ | 176.79 | $ | 52.93 | |||||||||
| Weighted Average Remaining Life | 3.2 years | 2.8 years |
As at December 31, 2025, there were 130,423 stock options available for issuance under the 2023 Plan and 2022 Plan, and 336,723 performance-based awards available for issuance under the 2023 Plan and the 2022 Plan.
During the nine months ended December 31, 2025:
- 51,963 stock options exercisable at a weighted average share price of CDN$176.79 were forfeited.
- The Company incurred share-based compensation expense with a measured fair value of $320,720 (December 31, 2024 - $833,575). The fair value of the options granted and vested were recorded as share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Profit and Loss.
- Subsequent to the end of the quarter, between January 1, 2026 and February 13, 2026, 1,125 stock options were forfeited with a weighted average exercise price of $15.47 (Note 21).
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
14. Warrants
The Company had the following warrants outstanding as at December 31, 2025:
| Exercise | Balance | Forfeited | Balance | ||||
| Issue date | Expiry date | price (US$) | 31-Mar-25 | Issued | Exercised | or expired | 31-Dec-25 |
| May 9, 2024 | May 9, 2027 | 18.20 | 157,500 | - | - | - | 157,500 |
| Oct 30, 2024 | Oct 30, 2027 | 12.50 | 15,000 | - | - | - | 15,000 |
| May 14, 2025 | May 14, 2027 | 4.60 | - | 108,696 | - | - | 108,696 |
| May 28, 2025 | May 28, 2027 | 4.40 | - | 56,819 | - | - | 56,819 |
| June 6, 2025 | June 6, 2027 | 4.40 | - | 34,091 | - | - | 34,091 |
| June 27, 2025 | June 27, 2027 | 3.80 | - | 26,316 | - | - | 26,316 |
| July 4, 2025 | July 4, 2027 | 4.10 | - | 30,488 | - | - | 30,488 |
| Total | 172,500 | 256,410 | - | - | 428,910 |
Subsequent to the end of the quarter:
- on January 8, 2026 the Company granted 3,205,128 share purchase warrants to a related party which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share as a bonus to a related party lender for providing a loan of $2.5 million to the Company (Note 21);
- on January 12, 2026 the Company granted 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share as a bonus to a related party lender for providing a joint and several guarantee to support the Company's credit facilities with CIBC (Note 21).
15. Deferred Revenue
The Company recorded deferred revenue of $5,172,187 for deposits received from customers for the sale of all-electric vehicles and parts which were not delivered as at December 31, 2025 (March 31, 2025 - $10,138,356).
On November 14, 2025, the Company entered into a settlement agreement and general release (the "Settlement Agreement") with a customer, Workhorse Group, Inc. ("Workhorse"). Under the terms of the Settlement Agreement, among other things, Workhorse agreed that GreenPower shall retain all deposits and other funds previously paid by Workhorse to GreenPower and waives any right to refund or repayment of these funds, and in accordance with IFRS 15,GreenPower recognized in revenue a total of $6,858,820 that was previously recorded as deferred revenue for deposits received from Workhorse.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
15. Deferred Revenue (continued)
| Nine months ended, | Twelve months ended, | |||||
| December 31, 2025 | March 31, 2025 | |||||
| Deferred Revenue, beginning of period | 10,138,356 | 9,942,385 | ||||
| Additions to deferred revenue during the period | 4,952,613 | 1,077,193 | ||||
| Deposits returned | (101,351 | ) | (22,534 | ) | ||
| Revenue recognized from deferred revenue during the period | (9,817,431 | ) | (858,688 | ) | ||
| Deferred Revenue, end of period | $ | 5,172,187 | $ | 10,138,356 | ||
| Current portion | $ | 5,172,187 | $ | 3,279,536 | ||
| Long term portion | - | 6,858,820 | ||||
| $ | 5,172,187 | $ | 10,138,356 |
16. Financial Instruments
The Company's financial instruments consist of cash, accounts receivable, finance lease receivables, restricted deposit, line of credit, loans payable to related parties, term loan, accounts payable and accrued liabilities, other liabilities and lease liabilities.
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities;
Level 2: Inputs other than quoted prices that are observable for the asset or liabilities either directly or indirectly; and
Level 3: Inputs that are not based on observable market data
The fair value of the Company's financial instruments approximates their carrying value, unless otherwise noted.
The Company has exposure to the following financial instrument-related risks.
Credit risk
The Company's exposure to credit risk is on its cash, accounts receivable, finance lease receivable and restricted deposit. The maximum exposure to credit risk is their carrying amounts in the consolidated statement of Financial Position.
The Company's cash is comprised of cash bank balances. The Company's restricted deposit is an interest-bearing term deposit. Both cash and the restricted deposit are held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal credit risk on these assets. The Company assesses the credit risk of its accounts receivable and finance lease receivables at each reporting period end and on an annual basis. As at December 31, 2025, the Company recorded an allowance for doubtful accounts of $346,445 against its accounts receivable (March 31, 2025 - $563,152).
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
16. Financial Instruments (continued)
Liquidity risk
The Company tries to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's cash balances and available liquidity on the Company's operating line of credit and on the Company's term loan facility. The Company's cash is invested in bank accounts at major financial institutions in Canada and the United States and is available on demand. The continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern (Note 1). The Company will continue to rely on additional financings to further its operations and meet its capital requirements.
Market risks
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange. The Company is exposed to interest rate risk with respect to its Line of Credit (Note 10) and its term loan facility (Note 11). The Company is exposed to foreign exchange risk as it conducts business in both the United States and Canada. Management monitors its foreign currency balances, but the Company does not engage in any hedging activities to reduce its foreign currency risk.
At December 31, 2025, the Company was exposed to currency risk through the following financial assets and liabilities in Canadian Dollars:
| CAD | |||
| Cash | $ | 10,939 | |
| Accounts Receivable | $ | - | |
| Prepaids and deposits | $ | 10,988 | |
| Finance Lease Receivable | $ | 32,000 | |
| Accounts Payable and Accrued Liabilities | $ | (1,042,103 | ) |
| Related Party Loan | $ | (5,867,146 | ) |
The CDN/USD exchange rate as at December 31, 2025 was $0.7296 (March 31, 2025 - $0.6956). Based on the net exposure and assuming all other variables remain constant, a 10% change in the appreciation or depreciation of the Canadian dollar relative to the US dollar would result in a change of approximately $500,164 to net income/(loss).
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
17. Related Party Transactions
A summary of compensation and other amounts paid to directors, officers and key management personnel is as follows:
| For the Three Months Ended | ||||||
| 31-Dec-25 | 31-Dec-24 | |||||
| Salaries and Benefits (1) | $ | 141,975 | $ | 137,571 | ||
| Consulting fees (2) | 118,750 | 141,250 | ||||
| Non-cash Options Vested (3) | 29,849 | 79,283 | ||||
| Total | $ | 290,574 | $ | 358,104 | ||
| For the Nine Months Ended | ||||||
| 31-Dec-25 | 31-Dec-24 | |||||
| Salaries and Benefits (1) | $ | 419,230 | $ | 415,219 | ||
| Consulting fees (2) | 363,750 | 423,750 | ||||
| Non-cash Options Vested (3) | 196,794 | 576,751 | ||||
| Total | $ | 979,774 | $ | 1,415,720 | ||
1) Salaries and benefits incurred with directors and officers are included in Salaries and administration on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.
2) Consulting fees included in Salaries and administration on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss are paid to the Chairman and CEO for management consulting services, as well as Director's Fees paid to GreenPower's four independent directors.
3) Amounts recognized for related party stock-based compensation are included in Share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.
Accounts payable and accrued liabilities at December 31, 2025 includes $224,656 (March 31, 2025 - $263,538) owed to officers, directors, and companies controlled by officers and directors, and shareholders, which is non-interest bearing, unsecured and has no fixed terms of repayment.
During the year ended March 31, 2025, the Company received loans totaling CAD $475,000 from FWP Holdings LLC ("FWP Holdings"), USD$250,000 from Koko Financial Services Inc. ("Koko"), and CAD$675,000 from 0851433 BC Ltd. FWP Holdings, Koko, and 08551433 BC Ltd. are all beneficially owned by the CEO and Chairman of the Company. The loans bear interest at 12.0% per annum plus such additional bonus interest, if any, as may be agreed to and approved by GreenPower's Board of Directors at a later date. Loans from FWP Holdings with a principal balance of CAD $3,670,000 matured on March 31, 2023 however the principal balance remains outstanding as at December 31, 2025. The Company has agreed to grant FWP Holdings a general security assignment on the assets of GreenPower Motor Company Inc., which will be subordinated to any security assignment of senior lenders. The Company and Countryman Investments Limited, a company that is beneficially owned by a director of the Company, and Koko Financial Services, FWP Holdings LLC, 0851433 B.C. Ltd., and FWP Acquisition Corp. companies that are beneficially owned and controlled by the CEO and Chairman of the Company, (collectively the "Subordinated Lenders"), entered into a postponement and subordination agreement with the term loan facility lender under which the parties agreed that the loans from the Subordinated Lenders would be subordinate to the lender's security interests and that no payment will be made on the loans from the Subordinated Lenders before the full repayment of the term loan facility (Note 11). As a result, loans from related parties that are covered under the postponement and subordination agreement are considered non-current liabilities.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
17. Related Party Transactions (continued)
On May 13, 2025, the Company announced a term loan offering of up to $2,000,000 from several related party lenders. The loan will be advanced in tranches, have a term of 2-years, will bear interest at 12% per annum and as an inducement for entering into the loan the lenders will receive either loan bonus warrants or loan bonus shares. Proceeds from the loan have been allocated to the fair value of loans from related parties, to reserves for the loan bonus warrants issued, and to share capital for loan bonus shares issued. The Company has entered into five tranches of the loan for gross proceeds of $1.75 million as at December 31, 2025.
As an incentive to enter into the loans, the lenders were granted either bonus shares or bonus warrants. A total of 29,542 bonus shares were issued (Note 12) and 256,410 bonus warrants (Note 14) were issued to the related party lenders. At inception, the fair value of the loans issued during the nine months ended December 31, 2025 was recorded at $1.4 million, which resulted in an effective interest rate of approximately 24% over the term of the loans. The loans will be accreted using the effective interest rate method to $1.75 million plus accrued interest at the maturity date of the loans, and as at December 31, 2025 the carrying value of the loans was $1,588,914. At inception, the bonus shares and bonus warrants issued were recorded based on the residual value after determining the fair value of the host debt and valued at $125,000 and $225,002 respectively.
During the quarter ended December 31, 2025 the Company received loan advances of $350,000 each from FWP Acquisition Corp., a company that is beneficially owned CEO and Chairman of the Company, and Countryman Investments Limited, a company that is beneficially by a Directory of the Company. These advances made up part of the $2,500,000 received from each related party, for which the funds were used to settle the $6 million BMO Line of Credit.
During the quarter ended March 31, 2025 the Company received advances of $150,000 from Koko and CAD$50,000 from FWP Acquisition Corp. that were unsecured and non-interest bearing and were repaid during the quarter ended June 30, 2025. In addition, the Company received a further advance of $100,000 from President of the Company, that is unsecured and non-interest bearing. These amounts are included in loans payable to related parties on the Company's Consolidated Statements of Financial Position.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
17. Related Party Transactions (continued)
A director of the Company, and the Company's CEO and Chairman, have each provided personal guarantees of $2,510,000, or $5,020,000 in total to support the Company's operating line of credit with Bank of Montreal (Note 10).
On January 8, 2026 the Company closed two term loans of $2.5 million each, for $5 million in total, from two family offices which are related parties. The proceeds from the $5 million loans were used to repay the line of credit with Bank of Montreal (Note 10). As a bonus for entering into the loan, one of the family offices received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share. The second family office received, as a bonus for entering into the loan, 641,025 common shares of the Company.
The CIBC line of credit and CIBC instalment loan closing occurred on January 12, 2026. As a condition to this closing GreenPower repaid the Bank of Montreal line of credit with proceeds from the $5m term loans from two family offices and the remainder from a portion of the CIBC instalment loan. Two directors of the Company provided joint and several guarantees of up to $5 million in support of the CIBC credit facilities (the "Guarantees"). As a bonus for providing the Guarantees one of the directors received 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share. The second director received, as a bonus for providing the Guarantees, 403,225 common shares of the Company.
On January 22, 2026 the Company converted $7 million of principal and accrued interest of loans with certain related parties of the Company into convertible debentures. The convertible debentures have a maturity date of January 22, 2029, and bear interest at 12% per annum. The principal amount of the convertible debentures are convertible at the option of the holders into common shares of the company at $0.99 per share.
The Company created a new series of non-voting Series B convertible preferred shares that are convertible into common shares of the Company and an unlimited number of Series B convertible preferred shares are authorized to be issued. On January 28, 2026 the Company announced that it had converted $2.85 million of loans with certain related parties of the Company into 3,000 Series B convertible preferred shares with a stated value of $3 million. The Series B Convertible Preferred Shares have a dividend rate of 9% per annum and each Series B Convertible Preferred Share is eligible to be converted into common shares of the Company at 105% of the stated amount of the Series B Convertible Preferred Share and are convertible at US$1.975 per Share, subject to adjustment as provided for in the rights and restrictions of the Series B Convertible Preferred Shares.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
18. Segmented information and supplemental cash flow disclosure
The Company operates in one reportable operating segment, being the manufacture and distribution of all-electric medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector.
The Company's revenues allocated by geography for the three and nine months ended December 31, 2025 and 2024 are as follows:
| For the Three Months Ended | ||||||
| December 31, 2025 | December 31, 2024 | |||||
| United States of America | $ | 8,494,716 | $ | 7,217,959 | ||
| Canada | 607 | 938 | ||||
| Total | $ | 8,495,323 | $ | 7,218,897 | ||
| For the Nine Months Ended | ||||||
| December 31, 2025 | December 31, 2024 | |||||
| United States of America | $ | 12,047,825 | $ | 14,835,703 | ||
| Canada | $ | 486,785 | $ | 727,442 | ||
| Total | $ | 12,534,610 | $ | 15,563,145 | ||
As at December 31, 2025 and March 31, 2025, over 90% of the Company's property and equipment are located in the United States.
The Company's cash payments of interest and income taxes during the nine months ended December 31, 2025 and 2024 are as follows:
| For the Nine Months Ended | ||||||
| December 31, 2025 | December 31, 2024 | |||||
| Interest paid | $ | 917,649 | $ | 950,274 | ||
| Taxes paid | $ | - | $ | - | ||
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
19. Warranty Liability
The Company generally provides its customers with a base warranty on its vehicles including those covering brake systems, lower-level components, fleet defect provisions and battery-related components. The majority of warranties cover periods of five years, with some variation depending on the contract. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest past cost information may differ from future claims. This assessment relies on estimates and assumptions about expenditures on future warranty claims.
Actual warranty disbursements are inherently uncertain, and differences may impact cash expenditures on these claims. It is expected that the Company will incur approximately $819,090 in warranty costs within the next twelve months, with disbursements for the remaining warranty liability incurred after this date. An accrual for expected future warranty expenditures is recognized in the period when the revenue is recognized from the associated vehicle sale and is expensed in Product Development Costs in the Company's Sales, general and administrative costs.
The following table summarizes changes in the warranty liability over the nine months ended December 31, 2025 and the year ended March 31, 2025:
| 9 months ended | Year ended | |||||
| December 31, 2025 | March 31, 2025 | |||||
| Opening balance | $ | 2,565,429 | $ | 2,499,890 | ||
| Warranty additions | 336,408 | 714,956 | ||||
| Warranty disbursements | (312,828 | ) | (649,092 | ) | ||
| Warranty expiry | - | - | ||||
| Foreign exchange translation | 261 | (325 | ) | |||
| Total | $ | 2,589,270 | $ | 2,565,429 | ||
| Current portion | $ | 819,090 | $ | 816,326 | ||
| Long term portion | 1,770,180 | 1,749,103 | ||||
| Total | $ | 2,589,270 | $ | 2,565,429 |
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
20. Litigation and Legal Proceedings
The Company filed a civil claim against the prior CEO and Director of the Company in the Province of British Columbia in 2019, and the prior CEO and Director of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at December 31, 2025.
In addition, a company owned and controlled by a former employee who provided services to a subsidiary company of GreenPower until August 2013 filed a claim for breach of confidence against GreenPower in July 2020, and this claim has not been resolved as at December 31, 2025.
During April 2023 the Company repossessed 28 EV Stars and 10 EV Star CC's after a lease termination due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary. The Company has been advised that the state of California has provided in a decision that GreenPower owes Green Commuter damages totaling $123,775 and that GreenPower may file for a motion to recover its legal fees from Green Commuter. GreenPower intends to file a motion for recovery of its legal fees from Green Commuter, and the legal fees are in excess of the damages awarded to Green Commuter. Since the Court's decision related to GreenPower's claim for recovery of its legal fees from Green Commuter is unknown, the Company continues to record a $110,000 contingent liability for this matter (March 31, 2025 $310,000).
21. Subsequent Events
On January 8, 2026, the Company signed a credit agreement letter with CIBC pursuant to which CIBC agreed to enter into the following credit facilities with GreenPower Motor Company Inc., subject to customary closing conditions and conditions precedent:
- A revolving demand line of credit facility for up to $3 million, bearing interest at CIBC's US Base Rate plus 1.35%;
- A non-revolving demand instalment loan of $2 million, bearing interest at CIBC's US Base Rate plus 1.35%. The loan has a term of 36 months, with monthly payments of interest only for the first 12 months, and repayment terms for the loan principal to be determined after the interest only period;
- A standby letter of credit facility of up to $450,000 subject to security requirements;
- A standby letter of credit facility of up to $2,500,000 which is required to be secured by an Account Performance Security Guarantee (APSG) from EDC;
- A credit card facility of up to CDN $100,000.
On January 8, 2026 the Company closed two term loans of $2.5 million each, for $5 million in total, from two family offices. The proceeds from the $5 million loans were used to repay the line of credit with Bank of Montreal. As a bonus for entering into the loan, one of the family offices received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share. The second family office received, as a bonus for entering into the loan, 641,025 common shares of the Company.
| GREENPOWER MOTOR COMPANY INC. Notes to the Unaudited Consolidated Condensed Interim Financial Statements for the Three and Nine Months Ended December 31, 2025 and 2024 (Expressed in US Dollars) (Unaudited – Prepared by Management) |
21. Subsequent Events (continued)
The CIBC line of credit and CIBC instalment loan closing occurred on January 12, 2026. As a condition to this closing GreenPower repaid the Bank of Montreal line of credit with proceeds from the $5m term loans from two family offices and the remainder from a portion of the CIBC instalment loan. Two directors of the Company provided joint and several guarantees of up to $5 million in support of the CIBC credit facilities (the "Guarantees"). As a bonus for providing the Guarantees one of the directors received 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share. The second family office received, as a bonus for providing the Guarantees, 403,225 common shares of the Company.
On January 22, 2026 the Company converted $7 million of principal and accrued interest of loans with certain related parties of the Company into convertible debentures. The convertible debentures have a maturity date of January 22, 2029, and bear interest at 12% per annum. The principal amount of the convertible debentures are convertible at the option of the holders into common shares of the company at $0.99 per share.
On January 28, 2026 the Company announced that it had converted $2.85 million of loans with certain related parties of the Company into 3,000 Series B convertible preferred shares with a stated value of $3 million. The Series B Convertible Preferred Shares have a dividend rate of 9% per annum and each Series B Convertible Preferred Share is eligible to be converted into common shares of the Company at 105% of the stated amount of the Series B Convertible Preferred Share and are convertible at US$1.975 per Share, subject to adjustment as provided for in the rights and restrictions of the Series B Convertible Preferred Shares.
Between January 6 and January 9, 2026 a total of 617,814 common shares were issued pursuant to the conversion of 424 Series A convertible preferred shares.
Between January 1 and February 13, 2026, 1,125 stock options were forfeited with a weighted average exercise price of $15.47.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Introduction
This Management's Discussion and Analysis ("MD&A") is dated as of February 12, 2026 unless otherwise indicated and should be read in conjunction with the unaudited consolidated condensed interim financial statements of GreenPower Motor Company Inc. ("GreenPower", "the Company", "we", "our" or "us") for the three and nine months ended December 31, 2025 and the related notes. This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations. Results are reported in US dollars, unless otherwise noted. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented for the three and nine months ended December 31, 2025 are not necessarily indicative of the results that may be expected for any future period. The consolidated condensed interim financial statements are prepared in compliance with IAS 34 Interim Financial Reporting as issued by the IASB.
For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.
Further information about the Company and its operations can be obtained from the offices of the Company or from www.sedar.com.
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in the following MD&A may contain forward-looking statements within the meaning of certain securities laws, including the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements in this MD&A may include, but are not limited to statements involving estimates, assumptions or judgements, and these statements may be identified by words such as "believe", "expect", "expectation", "aim", "achieve", "intend", "commit", "goal", "plan", "strive" and "objective", and similar expressions of future or conditional verbs such as "will", "may", "might", "should", "could" or "would". By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that our expectations or conclusions will not prove to be accurate, that our assumptions may not be correct, and that our plans, goals, expectations and objectives will not be achieved. We caution readers not to place undue reliance on these statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements.
Non-IFRS Measures and Other Supplementary Performance Metrics
This MD&A includes certain non-IFRS measures and other supplementary performance metrics, which are defined below. These measures do not have any standardized meaning prescribed by International Financial Reporting Standards ("IFRS") and are therefore unlikely to be comparable to similar measures presented by other companies. Investors are cautioned that non-IFRS financial measures should not be construed as an alternative to IFRS measures. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company's results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under IFRS. Readers should not rely on any single financial measure to evaluate GreenPower's business.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
This MD&A refers to Adjusted EBITDA "Adjusted EBITDA", a non-IFRS measure, which is defined as loss for the year (for annual periods) or loss for the period (for quarterly periods), plus depreciation, plus interest and accretion, plus share-based payments, plus / (less) the allowance / (recovery) for credit losses, plus / (less) the increase / (decrease) in the warranty liability, plus taxes, plus impairment of assets. Adjusted EBITDA is a measure used by management as an indicator of profitability since it excludes the impact of movements in working capital items, certain non-cash charges, and financing costs. Therefore, Adjusted EBITDA gives the investor information as to the profitability of the business. However, Adjusted EBITDA is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Adjusted EBITDA as calculated by GreenPower may not be comparable to Adjusted EBITDA as calculated and reported by other companies. The most comparable IFRS measure to Adjusted EBITDA is net income.
This MD&A also makes reference to "Total Cash Expenses", a non-IFRS measure, which is defined as sales, general and administrative costs plus interest and accretion, plus/(less) foreign exchange loss/(gain), less depreciation, less share-based payments, less amortization of deferred financing fees, plus/(less) the decrease/(increase) in warranty liability, plus / (less) the (allowance) / recovery for credit losses, less impairment of assets. Total Cash Expenses is a measure used by management as an indicator of sales, general and administrative, interest and accretion, and foreign exchange costs that excludes the impact of certain non-cash charges. Management believes that Total Cash Expenses provides a measure of cash expenses from the operations of the business. However, Total Cash Expenses is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Total Cash Expenses as calculated by GreenPower may not be comparable to Total Cash Expenses as calculated and reported by other companies.
This MD&A also makes reference to "Vehicle Deliveries", a supplementary performance metric, that management believes provides useful information regarding the business activity of the Company during a quarter or year. Vehicle Deliveries is vehicles that have been sold or leased to a customer during a quarter or a year, as determined by management. The models of vehicles included in Vehicle Deliveries will vary over time, such that Vehicle Deliveries in one period may not be comparable to Vehicle Deliveries in another period. Vehicle Deliveries is not a financial metric, and vehicle deliveries is not an indication of the Company's financial performance in a given period. While management considers Vehicle Deliveries to be a useful supplementary performance metric, users are cautioned to consider other factors to evaluate GreenPower's business.
Description of Business
GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo vans and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric buses that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, British Columbia, Canada with primary operational facilities in southern California, and a manufacturing facility in West Virginia. Listed on the TSX Venture Exchange from November 2015 until the Company's voluntary de-listing from the TSX in November 2025, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to www.greenpowermotor.com. This website does not constitute part of this MD&A and is not incorporated by reference.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Operations
The following is a description of GreenPower's business activities during the three months ended December 31, 2025. During the quarter, GreenPower generated revenue from the production and delivery of two EV Stars, three Nano BEAST Type A school buses, and one BEAST Type D school bus. The three Nano BEASTs were delivered to a dealer in the state of California for use by a school district in the state. The EV Star deliveries included one EV Star Mobility Plus delivery to a healthcare provider in the State of Massachusetts, and a delivery of one pre-owned EV Star to a school in California. One BEAST vehicle was delivered to a dealer in the state of Arizona for use by a school district in the state.
During the quarter the Company continued to oversee the management of the New Mexico Pilot program to implement an all electric school bus pilot project. The contract with the state of New Mexico provides funding for more than $5 million for the purchase of Nano BEAST, BEAST and Mega BEAST school buses, charging infrastructure, and management of a pilot project in the state. During the quarter, the Company completed the installation of charging infrastructure and is actively engaged in discussion to lease a physical location in the state for vehicle maintenance and support.
During the quarter the Company raised gross proceeds of $1,120,050 from the issuance of Series A convertible preferred shares (the "Series A shares") with a stated value of $1,179,000. The initial tranche was comprised of 754 Series A shares issued pursuant to an effective shelf registration statement and 425 Series A Shares issued in a concurrent private placement. The Company and investor agreed that a follow-on tranche of 926 Series A Shares with a stated value of $926,000 and purchase price of $879,700 will be issued at a later date. The institutional investor has the right to acquire and the Company has the right to issue additional Series A Shares in tranches of up to $2 million, subject to certain terms and conditions, to a total of up to US$16 million. The Series A Shares have a dividend rate of 9% per annum and each Series A Share is eligible to be converted into common shares of the Company at 105% of the stated amount of the Series A Share and are convertible at US$1.975 per Share, subject to adjustment as provided for in the rights and restrictions of the Series A Convertible Preferred Shares.
Subsequent to the end of the quarter GreenPower completed several transactions to recapitalize the Company. On January 8, 2026 the Company closed two term loans of $2.5 million each, for $5 million in total, from two family offices. The proceeds from the $5 million loans were used to repay the line of credit with Bank of Montreal. As a bonus for entering into the loan, one of the family offices received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share. The second family office received, as a bonus for entering into the loan, 641,025 common shares of the Company.
The CIBC line of credit and CIBC instalment loan closing occurred on January 12, 2026. As a condition to this closing GreenPower repaid the Bank of Montreal line of credit with proceeds from the $5m term loans from two family offices and the remainder from a portion of the CIBC instalment loan. Two directors of the Company provided joint and several guarantees of up to $5 million in support of the CIBC credit facilities (the "Guarantees"). As a bonus for providing the Guarantees one of the directors received 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share. The second family office received, as a bonus for providing the Guarantees, 403,225 common shares of the Company.
On January 22, 2026 the Company converted $7 million of principal and accrued interest of loans with certain related parties of the Company into convertible debentures. The convertible debentures have a maturity date of January 22, 2029, and bear interest at 12% per annum. The principal amount of the convertible debentures are convertible at the option of the holders into common shares of the company at $0.99 per share.
On January 28, 2026 the Company announced that it had converted $2.85 million of loans with certain related parties of the Company into 3,000 Series B convertible preferred shares with a stated value of $3 million. The Series B Convertible Preferred Shares have a dividend rate of 9% per annum and each Series B Convertible Preferred Share is eligible to be converted into common shares of the Company at 105% of the stated amount of the Series B Convertible Preferred Share and are convertible at US$1.975 per Share, subject to adjustment as provided for in the rights and restrictions of the Series B Convertible Preferred Shares.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Inventory, Property and Equipment
As at December 31, 2025 the Company had:
- Property and equipment on the statement of financial position totaling $854,860, comprised of several models of GreenPower vehicles used for demonstration and other purposes, company vehicles used for sales, service and operations, tools and equipment, and other business property and equipment;
- Work in process and parts inventory totaling approximately $14.5 million representing EV Star's, BEAST Type D school buses, Nano BEAST Type A school buses and parts inventory; and
- Finished goods inventory totaling approximately $9.1 million, comprised of EV Star cab and chassis and other EV Star models, BEAST Type D and Nano BEAST Type A models.
Trends
The Company does not know of any trends, commitments, events, or uncertainty that are expected to have a material effect on the Company's business, financial condition, or results of operations other than as disclosed herein under "Risk Factors".
Results of Operations
For the three-month period ended December 31, 2025
Revenues, Gross Profit, and Gross Profit Margin
For the three-month period ended December 31, 2025, the Company recorded revenues of $8,495,323 and cost of sales of $1,176,572, generating a gross profit of $7,318,751, or 86.2% of revenues. Revenues for the quarter included $6,858,820 related to deposits received from Workhorse Group Inc. ("Workhorse"), which were recognized as revenue during the quarter due to a settlement agreement in which the parties agreed that GreenPower could retain the deposits received from Workhorse with no further obligations from GreenPower, and Workhorse had no further obligation to purchase vehicles ordered from GreenPower. Excluding this revenue, the Company generated revenue of $1,636,503, gross profit of $459,931 and a gross profit margin of 28.1%. Cost of Sales included a $90,000 inventory write-down. For the three-month period ended December 31, 2024, the Company recorded revenues of $7,218,897 and cost of sales of $6,164,860, generating a gross profit of $1,054,037, or 14.6% of revenues. Revenues for the three-month period ended December 31, 2025 increased by $1,276,426, or 17.7%, compared to the same period in 2024, and this increase was primarily attributable to the recognition of the Workhorse deposits into revenue. Excluding this non-recurring item, revenues for the quarter decreased by 77.3% compared to the same period in the prior year, primarily due to lower vehicle sales volumes, with vehicle deliveries totaling 6 vehicles during the three-month period ended December 31, 2025 compared to 28 vehicles in the same period in 2024. Gross profit for the three-month period ended December 31, 2025 increased compared to the same period in 2024, and gross profit margin increased to 86.2% from 14.6%; however, excluding the effect of the Workhorse deposits, gross profit decreased by approximately $594,106, or 56.4%, and gross profit margin increased to approximately 28.1% for the three-month period ended December 31, 2025, compared to gross profit of $1,054,037 and a gross profit margin of 14.6% in the prior year period, primarily due to the reduction in vehicle costs, and by higher margins on parts sales and other operational revenues.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Operating Costs
For the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024, operating costs declined by $2,841,043, or 54.3%. The decline in operating costs was primarily the result of reductions in salaries and administrative costs and share-based compensation costs due to staff reductions in California and West Virginia, a reduction in sales and marketing expenses, lower travel, accommodation, meals and entertainment costs as management reduced marketing and travel activities, lower product developments costs, and a reduction in office expenses associated with the decreased number of locations leased by the Company. The reduction in these expenses was partially offset by increases in professional fees, primarily related to higher legal costs and audit fees. Other comprehensive loss for the three-month period ended December 31, 2025 was $40,057, compared to other comprehensive income of $71,015 for the same period in the prior year, primarily resulting from foreign currency translation adjustments.
For the nine-month period ended December 31, 2025
Revenues, Gross Profit, and Gross Profit Margin
For the nine-month period ended December 31, 2025, the Company recorded revenues of $12,534,610 and cost of sales of $4,490,459, generating a gross profit of $7,954,151, or 63.5% of revenues. For the same nine-month period ended December 31, 2024, the Company recorded revenues of $15,563,145 and cost of sales of $13,827,609, generating a gross profit of $1,735,536, or 11.2% of revenues. The decrease in revenues for the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024 was $3,028,535, or 19.5%, and was due to sales of 22 vehicles during the nine-month period compared to sales of 62 vehicles in the same nine-month in the prior year, a decline of 62.9%. For the nine-month period ended December 31, 2025, revenue was generated from the sale of 9 Nano BEAST, 3 BEAST Type A all-electric school buses, and 9 EV Stars, as well as from finance and operating leases and the sale of parts, and ad hoc revenues associated with the New Mexico Pilot Project. Revenues for the period also included amounts related to deposits received from Workhorse, which was recognized as revenue pursuant to the Settlement and Mutual Release Agreement. For the nine-month period ended December 31, 2024, revenue was generated from the sale of 27 BEAST Type D all-electric school buses, 1 Nano Beast-Type A School Bus, 11 EV Star Cargo and Cargo Plus, and 23 EV Stars, and recognized revenue from the sale of parts, from finance and operating leases and from the operations of GP Truck Body. Gross profit for the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024 increased by $6,218,615, or 358.3%. This resulted in a gross profit margin of 63.5% for the nine-month period ended December 31, 2025 compared to a gross profit margin of 11.2% for the nine-month period ended December 31, 2024. The increase in gross profit margin was primarily due to the recognition of $6,858,820 in revenue from deposits received from Workhorse. Excluding this revenue, the Company generated gross profit of $1,095,331 and a gross profit margin of 19.3% for the 9 months ended December 31, 2025.
Operating Costs
For the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024, operating costs declined by $5,404,748, or 36.2%. The decline in operating costs was primarily the result of reductions in salaries and administration costs and share-based compensation costs due to staff reductions in California and West Virginia, reductions in sales and marketing expenses, and lower travel, accommodation, meals and entertainment costs as management reduced marketing and travel activities, as well as lower office expenses associated with the reduced number of locations leased by the Company. The reduction in these expenses was partially offset by increases in professional fees, primarily related to higher legal costs and audit fees.
The consolidated total comprehensive income for the nine-month period was impacted by $27,446 of other comprehensive income as a result of the translation of the entities with a different functional currency than presentation currency.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Comparison of Quarterly Results
The following table compares the results of the quarter ended December 31, 2025 with the quarter ended December 31, 2024:
| For the quarters ended | Quarter over quarter change | |||||||||||
| December 31, | December 31, | 2025 to | 2025 to | |||||||||
| 2025 | 2024 | 2024 | 2024 | |||||||||
| Revenue | $ | 8,495,323 | $ | 7,218,897 | 17.7% | $ | 1,276,426 | |||||
| Cost of sales | 1,176,572 | 6,164,860 | -80.9% | (4,988,288 | ) | |||||||
| Gross Profit | 7,318,751 | 1,054,037 | 594.4% | 6,264,714 | ||||||||
| Gross profit margin¹ | 86.2% | 14.6% | 71.5% | |||||||||
| Sales, general and administrative costs | ||||||||||||
| Salaries and administration | 1,075,364 | 2,920,418 | -63.2% | (1,845,054 | ) | |||||||
| Depreciation | 339,219 | 399,440 | -15.1% | (60,221 | ) | |||||||
| Product development costs | 151,381 | 380,293 | -60.2% | (228,912 | ) | |||||||
| Office expense | 88,346 | 264,012 | -66.5% | (175,666 | ) | |||||||
| Insurance | 302,682 | 397,936 | -23.9% | (95,254 | ) | |||||||
| Professional fees | 344,587 | 253,269 | 36.1% | 91,318 | ||||||||
| Sales and marketing | 10,770 | 129,721 | -91.7% | (118,951 | ) | |||||||
| Share-based payments | 50,875 | 135,677 | -62.5% | (84,802 | ) | |||||||
| Transportation costs | 50,299 | 57,802 | -13.0% | (7,503 | ) | |||||||
| Travel, accommodation, meals and entertainment | 17,082 | 55,680 | -69.3% | (38,598 | ) | |||||||
| Allowance for credit losses | (37,004 | ) | 240,396 | -115.4% | (277,400 | ) | ||||||
| Total sales, general and administrative costs | 2,393,601 | 5,234,644 | -54.3% | (2,841,043 | ) | |||||||
| Income / (loss) from operations before interest, accretion and foreign exchange | 4,925,150 | (4,180,607 | ) | 217.8% | 9,105,757 | |||||||
| Interest and accretion | (710,483 | ) | (562,360 | ) | 26.3% | (148,123 | ) | |||||
| Foreign exchange gain / (loss) | (982 | ) | 3,945 | -124.9% | (4,927 | ) | ||||||
| (Loss) / gain on sale of fixed assets | - | - | NM | - | ||||||||
| Income / (loss) for the period | 4,213,685 | (4,739,022 | ) | 188.9% | 8,952,707 | |||||||
| Other comprehensive income / (loss) | ||||||||||||
| Cumulative translation reserve | (40,057 | ) | 71,015 | NM | (111,072 | ) | ||||||
| Total comprehensive loss for the year | $ | 4,173,628 | $ | (4,668,007 | ) | 189.4% | $ | 8,841,635 | ||||
| Earnings / (loss) per common share, basic and diluted | $ | 1.32 | $ | (1.66 | ) | 179.4% | $ | 2.98 | ||||
| Weighted average number of common shares outstanding, basic and diluted | 3,192,199 | 2,851,290 | 12.0% | 340,909 | ||||||||
| Adjusted EBITDA (Note 2) | $ | 5,246,413 | $ | (3,228,153 | ) | 262.5% | $ | 8,474,566 | ||||
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
(1) - Gross profit margin, a supplementary financial metric, is calculated as gross profit divided by revenue. Gross profit margin is not a defined term under IFRS.
(2) - "Adjusted EBITDA", as reflected above, is a non-IFRS measure, which is defined as loss for the period (for quarterly periods), or loss for the year (for annual periods) plus depreciation, plus interest and accretion, plus share-based payments, plus / (less) the allowance / (recovery) for credit losses, plus / (less) the increase / (decrease) in the warranty liability, plus taxes, plus impairment of assets. Adjusted EBITDA is a measure used by management as an indicator of profitability since it excludes the impact of movements in working capital items, certain non-cash charges, and financing costs. Therefore, Adjusted EBITDA gives the investor information as to the cash generated from the operations of a business. However, Adjusted EBITDA is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Adjusted EBITDA as calculated by GreenPower may not be comparable to Adjusted EBITDA as calculated and reported by other companies. The most comparable IFRS measure to Adjusted EBITDA is net income. See page 11 for the calculation of Adjusted EBITDA for the quarters ended December 31, 2025, and December 31, 2024.
Change in income for the period, earnings per common share, and Adjusted EBITDA
The Company generated income of $4,213,685for the quarter ended December 31, 2025 compared to a loss of $4,739,022 for the quarter ended December 31, 2024, an increase of 188.9%. The improved operating results were driven by significantly lower operating expenses and $6,858,820 in revenue recognized during the current quarter from the Workhorse settlement agreement.
The Company generated earnings of $1.32 per common share for the quarter ended December 31, 2025 compared to a loss of $1.66 per share in the quarter ended December 31, 2024. Earnings per share increased by $2.98 per share, or 179.4%, due to the income generated during the quarter ended December 31, 2025, primarily due to the $6,858,820 in revenue recognized during the quarter from the Workhorse settlement agreement, as well as significantly lower operating expenses.
Adjusted EBITDA for the quarter ended December 31, 2025 increased by $8,446,256, or 261.6%, compared to the same quarter in the prior year. The improvement was primarily driven by improved operating results, including significantly lower operating expenses and favorable changes related to the Workhorse deposit.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Summary of Quarterly Results
A summary of selected information for each of the last eight quarters is presented below:
| Three Months Ended | |||||||||||||
| December 31, | September 30, | June 30, | March 31, | ||||||||||
| 2025 | 2025 | 2025 | 2025 | ||||||||||
| Financial results | |||||||||||||
| Revenues | $ | 8,495,323 | $ | 2,489,820 | $ | 1,549,467 | $ | 4,284,134 | |||||
| (Loss) / income for the period | 4,213,685 | (3,593,359 | ) | (4,163,851 | ) | (3,833,914 | ) | ||||||
| Basic and diluted earnings / (loss) per share | $ | 1.32 | $ | (1.18 | ) | $ | (1.40 | ) | $ | (1.30 | ) | ||
| Balance sheet data | |||||||||||||
| Working capital (Note 1) | 5,762,176 | 6,352,309 | 5,955,259 | 8,106,809 | |||||||||
| Total assets | 30,764,000 | 32,010,466 | 33,334,460 | 35,071,725 | |||||||||
| Shareholders' (deficiency) | (3,158,207 | ) | (8,334,120 | ) | (5,177,496 | ) | (1,605,966 | ) | |||||
| Three Months Ended | |||||||||||||
| December 31, | September 30, | June 30, | March 31, | ||||||||||
| 2024 | 2024 | 2024 | 2024 | ||||||||||
| Financial results | |||||||||||||
| Revenues | $ | 7,218,897 | $ | 5,347,190 | $ | 2,997,058 | $ | 5,092,890 | |||||
| Loss for the period | (4,739,022 | ) | (4,701,864 | ) | (5,388,648 | ) | (6,631,577 | ) | |||||
| Basic and diluted earnings/(loss) per share | $ | (1.66 | ) | $ | (1.77 | ) | $ | (2.08 | ) | $ | (2.65 | ) | |
| Balance sheet data | |||||||||||||
| Working capital (Note 1) | 12,835,583 | 10,090,572 | 13,919,050 | 15,561,765 | |||||||||
| Total assets | 37,367,033 | 39,374,461 | 43,464,519 | 45,203,284 | |||||||||
| Shareholders' equity | 2,138,161 | 4,153,826 | 8,600,047 | 11,566,819 | |||||||||
1) - Working capital defined as Total Current Assets minus Total Current Liabilities
Changes in Quarterly Results
GreenPower's revenue of $8.5 million in the quarter ended December 31, 2025 represented a significant increase compared to the prior three quarters of calendar year 2025 and was the highest quarterly revenue recorded during the calendar year. The increase was primarily driven by revenue recognized during the quarter, including $6,858,820 deposits related to Workhorse, which is not considered representative of the Company's ongoing revenues. Excluding the impact of this deposit, revenue for the quarter would have been $1,636,503, which was a decline of 34.3% from the prior quarter and a decline of 77.3% from the same quarter in the prior year.
During the eight quarters ended December 31, 2025, GreenPower's income/(loss) for the period ranged from ($6,631,577) to $4,213,685. The income for the quarter ended December 31, 2025 of $4,213,685 was significantly influenced by non-recurring items recognized during the quarter. Basic and diluted income/(loss) per share over the same eight-quarter period ranged from ($2.65) to $1.32 in the quarter ended December 31, 2025. Improvements in income/(loss) per share were largely driven by reductions in sales, general and administrative expenses over this period, as well as $6,858,820 in revenue recognized during the current quarter from the Workhorse settlement agreement.
GreenPower's total assets have declined steadily from a peak of $45.2 million at March 31, 2024 to a low of $30.8 million at December 31, 2025. Similarly, GreenPower's working capital has declined steadily from a peak of $15.6 million at March 31, 2024 to a low of $5.8 million at December 31, 2025. The decline in total assets and in working capital over the period was primarily attributable to the Company's focus on selling inventory on hand and limiting investments in new work in process inventory to existing customer orders.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
The following table summarizes vehicle deliveries pursuant to vehicle sales for the last eight quarters:
| For the three months ended | ||||||||||||
| December 31, | September 30, | June 30, | March 31, | |||||||||
| 2025 | 2025 | 2025 | 2025 | |||||||||
| Vehicle Sales | ||||||||||||
| EV Star (Note 1) | 2 | 5 | 2 | 14 | ||||||||
| EV Star CC's Sold to Workhorse | 0 | 0 | 0 | 0 | ||||||||
| Nano BEAST and BEAST school bus | 4 | 6 | 3 | 8 | ||||||||
| EV 250 | 0 | 0 | 0 | 0 | ||||||||
| Vehicle Deliveries (Note 3) | 6 | 11 | 5 | 22 | ||||||||
| For the three months ended | ||||||||||||
| December 31, | September 30, | June 30, | March 31, | |||||||||
| 2024 | 2024 | 2024 | 2024 | |||||||||
| Vehicle Sales | ||||||||||||
| EV Star (Note 1, 2) | 14 | 11 | 9 | 12 | ||||||||
| EV Star CC's Sold to Workhorse | 0 | 0 | 0 | 10 | ||||||||
| Nano BEAST and BEAST school bus | 14 | 11 | 3 | 4 | ||||||||
| EV 250 | 0 | 0 | 0 | 0 | ||||||||
| Vehicle Deliveries (Note 3) | 28 | 22 | 12 | 26 | ||||||||
1) Includes various models of EV Stars
2) EV Stars delivered in the quarter ended December 31, 2023 include 2 EV Stars accounted for as finance leases, and 3 EV Stars accounted for as operating leases.
3) "Vehicle Deliveries", as reflected above, is a supplementary performance metric, that management believes provides useful information regarding the business activity of the Company during a quarter or year. Vehicle Deliveries is vehicles that have been sold or leased to a customer during a quarter or a year, as determined by management. The models of vehicles included in Vehicle Deliveries will vary over time, such that Vehicle Deliveries in one period may not be comparable to Vehicle Deliveries in another period. Vehicle Deliveries is not a financial metric, and vehicle deliveries is not an indication of the Company's financial performance in a given period. While management considers Vehicle Deliveries to be a useful supplementary performance metric, users are cautioned to consider other factors to evaluate GreenPower's business.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
The following tables summarize cash expenses for the last eight quarters:
| For the three months ended | |||||||||||||
| December 31, | September 30, | June 30, | March 31, | ||||||||||
| 2025 | 2025 | 2025 | 2025 | ||||||||||
| Total sales, general and administrative costs | $ | 2,393,601 | $ | 3,201,298 | $ | 3,946,659 | $ | 5,169,826 | |||||
| Plus: | |||||||||||||
| Interest and accretion | 710,483 | 612,360 | 571,898 | 518,752 | |||||||||
| Foreign exchange loss/(gain) | 982 | 28,458 | 6,976 | (1,836 | ) | ||||||||
| (Loss) / gain on sale of fixed assets | - | 24,961 | - | - | |||||||||
| Less: | |||||||||||||
| Depreciation | (339,219 | ) | (350,080 | ) | (412,166 | ) | (376,937 | ) | |||||
| Share-based payments | (50,875 | ) | (85,701 | ) | (184,144 | ) | (63,893 | ) | |||||
| (Increase)/decrease in warranty liability | (30,845 | ) | (14,321 | ) | 21,325 | (28,507 | ) | ||||||
| (Allowance) / recovery for credit losses | 37,004 | (25,061 | ) | (7,467 | ) | 134,295 | |||||||
| Total Cash Expenses (Note 1) | $ | 2,721,131 | $ | 3,391,914 | $ | 3,943,081 | $ | 5,351,700 | |||||
| For the three months ended | |||||||||||||
| December 31, | September 30, | June 30, | March 31, | ||||||||||
| 2024 | 2024 | 2024 | 2024 | ||||||||||
| Total sales, general and administrative costs | $ | 5,234,644 | $ | 4,584,730 | $ | 5,126,932 | $ | 6,371,346 | |||||
| Plus: | |||||||||||||
| Interest and accretion | 562,360 | 572,472 | 522,753 | 668,282 | |||||||||
| Foreign exchange loss/(gain) | (3,945 | ) | 4,297 | (39,173 | ) | (119,272 | ) | ||||||
| (Loss) / gain on sale of fixed assets | - | ||||||||||||
| Less: | |||||||||||||
| Depreciation | (399,440 | ) | (427,978 | ) | (457,758 | ) | (504,225 | ) | |||||
| Share-based payments | (135,677 | ) | (289,893 | ) | (408,005 | ) | (124,227 | ) | |||||
| (Increase)/decrease in warranty liability | (172,996 | ) | (84,307 | ) | 220,271 | (93,361 | ) | ||||||
| (Allowance) / recovery for credit losses | (240,396 | ) | 126,348 | (7,970 | ) | (1,136,852 | ) | ||||||
| Total Cash Expenses (Note 1) | $ | 4,844,550 | $ | 4,485,669 | $ | 4,957,050 | $ | 5,061,691 | |||||
1) "Total Cash Expenses", as reflected above, is a non-IFRS measure which is defined as sales, general and administrative costs plus interest and accretion, plus/(less) foreign exchange loss/(gain), less depreciation, less share-based payments less amortization of deferred financing fees, plus/(less) the decrease/(increase) in warranty liability, plus / (less) the (allowance) / recovery for credit losses, less impairment of assets. Total Cash Expenses is a measure used by management as an indicator of sales, general and administrative, interest and accretion, and foreign exchange costs that excludes the impact of certain non-cash charges. Management believes that Total Cash Expenses provides a measure of cash expenses from the operations of the business. However, Total Cash Expenses is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Total Cash Expenses as calculated by GreenPower may not be comparable to Total Cash Expenses as calculated and reported by other companies.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
The following table summarizes Adjusted EBITDA for the last eight quarters:
| For the three months ended | |||||||||||||
| December 31, | September 30, | June 30, | March 31, | ||||||||||
| 2025 | 2025 | 2025 | 2025 | ||||||||||
| Income / (loss) for the period | $ | 4,213,685 | $ | (3,593,359 | ) | $ | (4,163,851 | ) | $ | (3,833,914 | ) | ||
| Plus: | |||||||||||||
| Depreciation | 339,219 | 350,080 | 412,166 | 376,937 | |||||||||
| Interest and accretion | 710,483 | 612,360 | 571,898 | 518,752 | |||||||||
| Share-based payments | 50,875 | 85,701 | 184,144 | 63,893 | |||||||||
| Allowance / (recovery) for credit losses | (37,004 | ) | 25,061 | 7,467 | (134,295 | ) | |||||||
| Increase/(decrease) in warranty liability | (30,845 | ) | 14,321 | (21,325 | ) | 28,507 | |||||||
| Adjusted EBITDA (Note 1) | $ | 5,246,413 | $ | (2,505,836 | ) | $ | (3,009,501 | ) | $ | (2,980,120 | ) | ||
| For the three months ended | |||||||||||||
| December 31, | September 30, | June 30, | March 31, | ||||||||||
| 2024 | 2024 | 2024 | 2024 | ||||||||||
| Loss for the period | $ | (4,739,022 | ) | $ | (4,701,864 | ) | $ | (5,388,648 | ) | $ | (6,631,577 | ) | |
| Plus: | |||||||||||||
| Depreciation | 399,440 | 427,978 | 457,758 | 504,225 | |||||||||
| Interest and accretion | 562,360 | 572,472 | 522,753 | 668,282 | |||||||||
| Share-based payments | 135,677 | 289,893 | 408,005 | 124,227 | |||||||||
| Allowance / (recovery) for credit losses | 240,396 | (126,348 | ) | 7,970 | 1,136,852 | ||||||||
| Increase/(decrease) in warranty liability | 172,996 | 84,307 | (220,271 | ) | 93,361 | ||||||||
| Adjusted EBITDA (Note 1) | $ | (3,228,153 | ) | $ | (3,453,562 | ) | $ | (4,212,433 | ) | $ | (4,104,630 | ) | |
1) "Adjusted EBITDA", as reflected above, is a non-IFRS measure, which is defined as loss for the period (for quarterly periods), or loss for the year (for annual periods) plus depreciation, plus interest and accretion, plus share-based payments, plus / (less) the allowance / (recovery) for credit losses, plus / (less) the increase / (decrease) in the warranty liability, plus taxes, plus impairment of assets. Adjusted EBITDA is a measure used by management as an indicator of profitability since it excludes the impact of movements in working capital items, certain non-cash charges, and financing costs. Therefore, Adjusted EBITDA gives the investor information as to the cash generated from the operations of a business. However, Adjusted EBITDA is not a measure of financial performance under IFRS and should not be considered a substitute for other financial measures of performance. Adjusted EBITDA as calculated by GreenPower may not be comparable to Adjusted EBITDA as calculated and reported by other companies. The most comparable IFRS measure to Adjusted EBITDA is net income.
Liquidity and Capital Resources
As at December 31, 2025, the Company had a cash balance of $675,950 and working capital, defined as current assets minus current liabilities, of $5,762,176. The Company's line of credit has a maximum credit limit of up to $6,000,000 and amounts available in excess of $5,000,000 are subject to margining requirements. As at December 31, 2025, the line of credit had a drawn balance of $5,954,017. In addition, the Company had a revolving term loan facility of up to $5 million, which can be used to fund payments to suppliers to build inventory pursuant to customer orders.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
During the quarter the Company raised gross proceeds of $1,120,050 from the issuance of Series A convertible preferred shares (the "Series A shares") with a stated value of $1,120,050. The initial tranche was comprised of 754 Series A shares issued pursuant to an effective shelf registration statement and 425 Series A Shares issued in a concurrent private placement. The Company and investor agreed that a follow-on tranche of 926 Series A Shares with a stated value of $926,000 and purchase price of $879,700 will be issued at a later date. The institutional investor has the right to acquire and the Company has the right to issue additional Series A Shares in tranches of up to $2 million, subject to certain terms and conditions, to a total of up to US$16 million.
Subsequent to the end of the quarter GreenPower completed several transactions to recapitalize the Company. On January 8, 2026 the Company closed two term loans of $2.5 million each, for $5 million in total, from two family offices. The proceeds from the $5 million loans were used to repay the line of credit with Bank of Montreal. As a bonus for entering into the loan, one of the family offices received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share. The second family office received, as a bonus for entering into the loan, 641,025 common shares of the Company.
The CIBC line of credit and CIBC instalment loan closing occurred on January 12, 2026. As a condition to this closing GreenPower repaid the Bank of Montreal line of credit with proceeds from the $5m term loans from two family offices and the remainder from a portion of the CIBC instalment loan. Two directors of the Company provided joint and several guarantees of up to $5 million in support of the CIBC credit facilities (the "Guarantees"). As a bonus for providing the Guarantees one of the directors received 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share. The second family office received, as a bonus for providing the Guarantees, 403,225 common shares of the Company.
On January 22, 2026 the Company converted $7 million of principal and accrued interest of loans with certain related parties of the Company into convertible debentures. The convertible debentures have a maturity date of January 22, 2029, and bear interest at 12% per annum. The principal amount of the convertible debentures are convertible at the option of the holders into common shares of the company at $0.99 per share.
On January 28, 2026 the Company announced that it had converted $2.85 million of loans with certain related parties of the Company into 3,000 Series B convertible preferred shares with a stated value of $3 million. The Series B Convertible Preferred Shares have a dividend rate of 9% per annum and each Series B Convertible Preferred Share is eligible to be converted into common shares of the Company at 105% of the stated amount of the Series B Convertible Preferred Share and are convertible at US$1.975 per Share, subject to adjustment as provided for in the rights and restrictions of the Series B Convertible Preferred Shares.
The Company manages its capital structure and makes adjustments to it based on available funds. The Company may continue to rely on additional financings and the sale of its inventory to further its operations and meet its capital requirements to manufacture EV vehicles, expand its production capacity, and further develop its sales, marketing, engineering, and technical resources. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon its ability to continue as a going concern. The Company will continue to rely on additional financings to support its operations and fulfill its capital requirements.
Off-Balance Sheet Arrangements
As of the date of this filing, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources that have not previously been discussed.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Related Party Transactions
A summary of compensation and other amounts paid to directors, officers and key management personnel is as follows:
| For the Three Months Ended | ||||||
| 31-Dec-25 | 31-Dec-24 | |||||
| Salaries and Benefits (1) | $ | 141,975 | $ | 137,571 | ||
| Consulting fees (2) | 118,750 | 141,250 | ||||
| Non-cash Options Vested (3) | 29,849 | 79,283 | ||||
| Total | $ | 290,574 | $ | 358,104 | ||
| For the Nine Months Ended | ||||||
| 31-Dec-25 | 31-Dec-24 | |||||
| Salaries and Benefits (1) | $ | 419,230 | $ | 415,219 | ||
| Consulting fees (2) | 363,750 | 423,750 | ||||
| Non-cash Options Vested (3) | 196,794 | 576,751 | ||||
| Total | $ | 979,774 | $ | 1,415,720 | ||
1) Salaries and benefits incurred with directors and officers are included in Salaries and administration on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.
2) Consulting fees included in Salaries and administration on the Consolidated Condensed
Interim Statements of Operations and Comprehensive Loss are paid to the Chairman and CEO for management consulting services, as well as Director's Fees paid to GreenPower's four independent directors.
3) Amounts recognized for related party stock-based compensation are included in Share-based payments on the Consolidated Condensed Interim Statements of Operations and Comprehensive Loss.
Accounts payable and accrued liabilities at December 31, 2025 included $224,656 (March 31, 2025 - $263,538) owed to officers, directors, and companies controlled by officers and directors, and shareholders, which is non-interest bearing, unsecured and has no fixed terms of repayment.
During the year ended March 31, 2025, the Company received loans totaling CAD $475,000 from FWP Holdings LLC ("FWP Holdings"), USD$250,000 from Koko Financial Services Inc. ("Koko"), and CAD$675,000 from 0851433 BC Ltd. FWP Holdings, Koko, and 08551433 BC Ltd. are all beneficially owned by the CEO and Chairman of the Company. The loans bear interest at 12.0% per annum plus such additional bonus interest, if any, as may be agreed to and approved by GreenPower's Board of Directors at a later date. Loans from FWP Holdings with a principal balance of CAD $3,670,000 matured on March 31, 2023 however the principal balance remains outstanding as at December 31, 2025. The Company has agreed to grant FWP Holdings a general security assignment on the assets of GreenPower Motor Company Inc., which will be subordinated to any security assignment of senior lenders. The Company and Countryman Investments Limited, a company that is beneficially owned by a director of the Company, and Koko Financial Services, FWP Holdings LLC, 0851433 B.C. Ltd., and FWP Acquisition Corp. companies that are beneficially owned and controlled by the CEO and Chairman of the Company, (collectively the "Subordinated Lenders"), entered into a postponement and subordination agreement with the term loan facility lender under which the parties agreed that the loans from the Subordinated Lenders would be subordinate to the lender's security interests and that no payment will be made on the loans from the Subordinated Lenders before the full repayment of the term loan facility. As a result, loans from related parties that are covered under the postponement and subordination agreement are considered non-current liabilities.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
On May 13, 2025, the Company announced a term loan offering of up to $2,000,000 from several related party lenders. The loan will be advanced in tranches, have a term of 2-years, will bear interest at 12% per annum and as an inducement for entering into the loan the lenders will receive either loan bonus warrants or loan bonus shares. Proceeds from the loan have been allocated to the fair value of loans from related parties, to reserves for the loan bonus warrants issued, and to share capital for loan bonus shares issued. The Company has entered into five tranches of the loan for gross proceeds of $1.75 million as at December 31, 2025.
As an incentive to enter into the loans, the lenders were granted either bonus shares or bonus warrants. A total of 29,542 bonus shares were issued and 256,410 bonus warrants were issued to the related party lenders. At inception, the fair value of the loans issued during the nine months ended December 31, 2025 was recorded at $1.4 million, which resulted in an effective interest rate of approximately 24% over the term of the loans. The loans will be accreted using the effective interest rate method to $1.75 million plus accrued interest at the maturity date of the loans, and as at December 31, 2025 the carrying value of the loans was $1,588,914. At inception, the bonus shares and bonus warrants issued were recorded based on the residual value after determining the fair value of the host debt and valued at $125,000 and $225,002 respectively.
During the quarter ended December 31, 2025 the Company received loan advances of $350,000 each from FWP Acquisition Corp., a company that is beneficially owned CEO and Chairman of the Company, and Countryman Investments Limited, a company that is beneficially by a Directory of the Company. These advances made up part of the $2,500,000 received from each related party, for which the funds were used to settle the $6 million BMO Line of Credit.
During the quarter ended March 31, 2025 the Company received advances of $150,000 from Koko and CAD$50,000 from FWP Acquisition Corp. that were unsecured and non-interest bearing and were repaid during the quarter ended June 30, 2025. In addition, the Company received a further advance of $100,000 from Brendan Riley, President of the Company, that is unsecured and non-interest bearing. These amounts are included in loans payable to related parties on the Company's Consolidated Statements of Financial Position.
A director of the Company, David Richardson, and the Company's CEO and Chairman Fraser Atkinson, have each provided personal guarantees of $2,510,000, or $5,020,000 in total to support the Company's operating line of credit.
On January 8, 2026 the Company closed two term loans of $2.5 million each, for $5 million in total, from two family offices which are related parties. The proceeds from the $5 million loans were used to repay the line of credit with Bank of Montreal (Note 10). As a bonus for entering into the loan, one of the family offices received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share. The second family office received, as a bonus for entering into the loan, 641,025 common shares of the Company.
The CIBC line of credit and CIBC instalment loan closing occurred on January 12, 2026. As a condition to this closing GreenPower repaid the Bank of Montreal line of credit with proceeds from the $5m term loans from two family offices and the remainder from a portion of the CIBC instalment loan. Two directors of the Company provided joint and several guarantees of up to $5 million in support of the CIBC credit facilities (the "Guarantees"). As a bonus for providing the Guarantees one of the directors received 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share. The second director received, as a bonus for providing the Guarantees, 403,225 common shares of the Company.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
On January 22, 2026 the Company converted $7 million of principal and accrued interest of loans with certain related parties of the Company into convertible debentures. The convertible debentures have a maturity date of January 22, 2029, and bear interest at 12% per annum. The principal amount of the convertible debentures are convertible at the option of the holders into common shares of the company at $0.99 per share.
On January 28, 2026 the Company announced that it had converted $2.85 million of loans with certain related parties of the Company into 3,000 Series B convertible preferred shares with a stated value of $3 million. The Series B Convertible Preferred Shares have a dividend rate of 9% per annum and each Series B Convertible Preferred Share is eligible to be converted into common shares of the Company at 105% of the stated amount of the Series B Convertible Preferred Share and are convertible at US$1.975 per Share, subject to adjustment as provided for in the rights and restrictions of the Series B Convertible Preferred Shares.
New and Amended Standards
Basis of presentation
GreenPower has applied the same accounting policies and methods of computation in its Consolidated Condensed Interim Financial Statements as in the annual audited financial statements for the year ended March 31, 2025, except for the following which either did not apply to the prior year or are amendments which apply for the current fiscal year.
Adoption of accounting standards
Certain new accounting standards have been published by the IASB that are effective for annual reporting
periods beginning on or after January 1, 2025, as follows:
- IAS 21 - the effect of changes in Foreign Exchange rates (effective January 1, 2025)
Amendments to this standard did not cause a change to the Company's financial statements.
Future accounting pronouncements
Certain new accounting standards and interpretations have been published by the IASB that are mandatory
for the annual period beginning April 1, 2026. The Company has reviewed new and revised accounting pronouncements that have been issued but are not yet effective.
The Company has not early adopted any of these standards and is currently evaluating the impact, if any, that these standards might have on its consolidated condensed interim financial statements.
Loans with attached bonus warrants or bonus shares
Accounting policy
The Company has issued loans that included either (i) bonus warrants or (ii) bonus shares to the lender. The loan component is a financial liability initially recognized at fair value within the scope of IFRS 9 Financial Instruments with the remaining consideration applied to the residual equity components.
Loans with attached bonus warrants
Attached warrants are evaluated separately under IAS 32 Financial Instruments: Presentation to determine whether they meet the definition of an equity instrument or a financial liability. Where the warrants meet the definition of an equity instrument (i.e., they will be settled by the exchange of a fixed number of the Company's own equity instruments for a fixed amount of cash), the proceeds from the financing are allocated first to the host debt with the residual being applied to the equity component.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
The amount allocated to the warrants is recorded in equity under "warrants reserve".
Loans with attached bonus shares
The amount allocated to the bonus shares is recorded in equity under "share capital" or "share-based payments reserve" (as applicable).
Subsequent measurement
The loan liability is subsequently measured at amortized cost using the effective interest method, with interest expense recognized in profit or loss over the term of the loan. Warrants classified as equity remain in equity until exercised or expire unexercised. Bonus shares are not subsequently remeasured.
Significant judgements
Management exercises judgement in the following areas related to the loans with attached bonus warrants or bonus shares:
- Determining the fair value of the host debt;
- Selecting the appropriate valuation model and key assumptions for inputs to the Black-Scholes model used to value the warrants;
- Determining whether the warrants meet the "fixed-for-fixed" criterion in IAS 32 to be classified as equity;
- Determining the appropriate classification for the fair value of bonus shares in equity.
Critical Accounting Estimates
Management has made certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the end of the reporting period. Actual outcomes could differ from these estimates. The impacts of such estimates may require accounting adjustments based on future occurrences. Revisions to critical accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting judgements and estimates
i. The determination of the functional currency of the Company and of each entity within the consolidated Company.
ii. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern.
iii. The determination that a portion of loans payable to related parties outstanding as at December 31, 2025 and March 31, 2025 is a non-current liability.
iv. The determination of the fair value of related party loans and the allocation of residual values to bonus shares and bonus warrants.
Critical accounting estimates and assumptions
i. The determination of the discount rates used to discount finance lease receivables and lease liabilities.
ii. The estimated accrual rate for the warranty provision on the sale of all-electric vehicles.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
iii. The classification of leases as either financial leases or operating leases.
iv. The determination that the Company should record of $310,000 for potential judgements for legal matters.
v. The determination of an allowance for doubtful accounts on the Company's trade receivables.
vi. The estimate of the useful life of equipment.
vii. The estimate of the net realizable value of inventory.
viii. Estimates underlying the recognition of proceeds from government vouchers and grants.
ix. Estimates underlying the determination of the carrying value of the West Virginia lease liability and right of use asset.
x. Estimates underlying the calculation of deferred income tax assets and deferred income tax recovery.
xi. The determination of overheads to be allocated to inventory and charged to cost of sales.
Financial Instruments
The Company's financial instruments consist of cash, accounts receivable, finance lease receivables, restricted deposit, line of credit, loans payable to related parties, term loan, accounts payable and accrued liabilities, other liabilities and lease liabilities.
The Company has exposure to the following financial instrument related risks.
Credit risk
The Company's exposure to credit risk is on its cash, accounts receivable, finance lease receivable and restricted deposit. The maximum exposure to credit risk is their carrying amounts in the consolidated statement of Financial Position.
The Company's cash is comprised of cash bank balances, and the Company's restricted deposit is an interest-bearing term deposit. Both cash and the restricted deposit are held in major financial institutions in Canada and the United States with a high credit quality and therefore the Company is exposed to minimal credit risk on these assets. The Company assesses the credit risk of its account receivable and finance lease receivables at each reporting period end and on an annual basis. As at December 31, 2025 the Company recorded an allowance for doubtful accounts of $346,445 against its accounts receivable (March 31, 2025 - $563,152).
Liquidity risk
The Company tries to ensure that there is sufficient capital in order to meet short-term business requirements, after taking into account the Company's cash balances and available liquidity on the Company's operating line of credit. The Company's cash is invested in bank accounts at major financial institutions in Canada and the United States and is available on demand. The continuation of the Company as a going concern is dependent on future cash flows from operations including the successful sale and manufacture of electric vehicles to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. The Company's ability to achieve its business objectives is subject to material uncertainty which casts substantial doubt upon the Company's ability to continue as a going concern. The Company will continue to rely on additional financings to further its operations and meet its capital requirements.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Market risks
Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange. The Company is exposed to interest rate risk with respect to its Line of Credit and its term loan facility. The Company is exposed to foreign exchange risk as it conducts business in both the United States and Canada. Management monitors its foreign currency balances, but the Company does not engage in any hedging activities to reduce its foreign currency risk.
At December 31, 2025, the Company was exposed to currency risk through the following financial assets and liabilities in Canadian Dollars:
| CAD | |||
| Cash | $ | 10,939 | |
| Accounts Receivable | $ | - | |
| Prepaids and deposits | $ | 10,988 | |
| Finance Lease Receivable | $ | 32,000 | |
| Accounts Payable and Accrued Liabilities | $ | (1,042,103 | ) |
| Related Party Loan | $ | (5,867,146 | ) |
The CDN/USD exchange rate as at December 31, 2025 was $0.7296 (March 31, 2025 - $0.6956). Based on the net exposure and assuming all other variables remain constant, a 10% change in the appreciation or depreciation of the Canadian dollar relative to the US dollar would result in a change of approximately $500,164 to net income/loss.
Outlook
For the immediate future, the Company plans to:
-
Move the company's base for North American operations and US corporate headquarters to the State of New Mexico. The Company will receive a $5 million award from the state and $4.6 million in job training incentive funds.
-
Continue to deliver on the various components of the Pilot Program with the state of New Mexico
-
Continue to focus its sales efforts on states and regions with mandates to support the adoption of all-electric medium and heavy duty vehicles;
-
Complete production and delivery of several models of EV Stars and BEAST school buses currently in various stages of production;
-
Deliver the remaining vehicles in finished goods inventory;
-
Evaluate and consider entering into new sources of financing to fund the business;
-
Search for ways to reduce costs in the Company's operations;
-
Evaluate the impact of tariffs on the Company's business and product lines and develop a strategy to mitigate these impacts, wherever possible.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Capitalization and Outstanding Security Data
On September 8, 2025 the Company completed a 10 for 1 consolidation of its common shares. All references to common shares outstanding have been retrospectively adjusted for the share consolidation. In addition, the number of warrants and options convertible into the Company's shares, and the exercise price of these warrants and options, has been retrospectively adjusted for the 10 for 1 share consolidation due to the terms of the Company's warrants and options.
As of December 31, 2025 the Company had 3,367,227 common shares issued and outstanding and 849 Series A convertible preferred shares issued and outstanding.
An incentive stock option plan was established for the benefit of directors, officers, employees and consultants of the Company. As of December 31, 2025, there are 206,300 options outstanding, and 428,910 common share warrants outstanding.
As at February 11, 2025 the Company had 5,029,291 common shares issued and outstanding, 425 Series A convertible preferred shares issued and outstanding, 3,000 Series B convertible preferred shares issued and outstanding, 205,175 options outstanding, and 5,650,167 warrants outstanding.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Disclosure of Internal Controls
Management is responsible for establishing and maintaining disclosure controls and procedures in order to provide reasonable assurance that material information relating to the Company is made known to them in a timely manner and that information required to be disclosed is reported within time periods prescribed by applicable securities legislation. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
As previously reported in our annual MD&A, in preparing our consolidated financial statements as of March 31, 2025 and 2024 and for the fiscal years ended March 31, 2025, 2024 and 2023 we determined that the ineffectiveness of the Company's internal control over financial reporting was due to the following material weaknesses in internal control over financial reporting:
• We did not design and maintain effective controls to account for transactions related to inventory including providing documented evidence of costing, existence and verification of inventories;
• We did not design and maintain effective controls relating to revenue recognition, including consistent and complete maintenance of supporting documentation for revenue transactions;
• We did not design and maintain effective controls to ensure complex and/or unusual transactions are appropriately accounted for and disclosed; and
• We did not design and maintain effective controls to prevent and/or detect errors in the accounting for and/or the disclosure of transactions.
During the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Risk Factors
Investing in the common shares of the Company involves risk. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A before making an investment decision. If any of the following risks actually occurs, the business, financial condition or results of operations of the Company could be harmed. In such an event, the trading price of the common shares could decline and prospective investors may lose part or all of their investment.
Operational Risk
The Company is exposed to many types of operational risks that affect all companies. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and/or systems. Operational risk is present in all of the Company's business activities, and incorporates exposure relating to fiduciary breaches, product liability claims, product recalls, regulatory compliance failures, legal disputes, business disruption, technology failures, business integration, damage to physical assets, employee safety, dependence on suppliers, foreign exchange fluctuations, insurance coverage and rising insurance costs. Such risks also include the risk of misconduct, theft or fraud by employees or others, unauthorized transactions by employees, operational or human error or not having sufficient levels or quality of staffing resources to successfully achieve the Company's strategic or operational objectives. The occurrence of an event caused by an operational risk that is material could have a material adverse effect on the Company's business, financial condition, liquidity and operating results.
Reliance on Management
The Company is relying solely on the past business success of its directors and officers. The success of the Company is dependent upon the efforts and abilities of its directors, officers and employees. The loss of any of its directors, officers or employees could have a material adverse effect upon the business and prospects of the Company.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Competition in the Industry
The Company faces competition from existing manufacturers of all-electric medium and heavy-duty vehicles and buses, as well as manufacturers of traditional medium and heavy-duty vehicles. The Company competes in the zero-emission, or alternative fuel segment of this market. Over the past two years several firms that were previously direct competitors of GreenPower have gone bankrupt or otherwise ceased operating in the markets that GreenPower serves. As a result, competition in the markets that GreenPower serves has declined, and in certain markets GreenPower faces limited competition. Despite the reduction in competition, there is the potential for future competitors to enter the market and for competition to increase.
Reliance on Key Suppliers
Our products contain numerous purchased parts which we source globally directly from suppliers, some of which are single-source suppliers, although we attempt to qualify and obtain components from multiple sources whenever feasible. Any significant increases in our production may require us to procure additional components in a short amount of time, and in the past, we have also replaced certain suppliers because of their failure to provide components that met our quality control standards or our timing requirements. There is no assurance that we will be able to secure additional or alternate sources of supply for our components or develop our own replacements in a timely manner, if at all. If we encounter unexpected difficulties with key suppliers, and if we are unable to fill these needs from other suppliers, we could experience production delays and potential loss of access to important technology and parts for producing, servicing and supporting our products.
No Dividend Payment History
The Company has not paid any dividends and may not produce earnings or pay dividends in the immediate or foreseeable future.
Tariffs on Imported Goods
GreenPower sources components and parts to build its all-electric vehicles from suppliers globally, utilizes contract manufacturers located outside of North America for a portion of its all-electric vehicle production, and the importation of these parts, components and vehicles to North America are subject to tariffs which have recently increased and may increase further. The current US administration has significantly increased tariffs on US imports from virtually every country in the world. These tariffs have been in many cases amended, postponed, or changed in other ways since their initial announcements, and this has resulted in uncertainty over the quantum and duration of tariffs, and this lack of clarity has made it difficult to manage and mitigate the impacts of tariffs. The increase in and lack of clarity regarding tariffs on electric vehicles and certain parts and components used in the manufacture of electric vehicles that are imported to the United States from suppliers globally has increased costs for GreenPower, and led to delays on the processing and inspection of imported goods to the United States. The increased tariffs and importation delays has increased GreenPower's costs and has negatively impacted the financial results of the Company. While GreenPower's management is taking steps to mitigate the impact of planned tariff increases, including sourcing new manufacturers and contract manufacturers for certain products, this transition will take time, is subject to a number of risks, and GreenPower may not be able to mitigate the impact of any change in tariffs due to these risks.
Sales, Marketing, Government Grants and Subsidies
Presently, the initial price of the Company's products are higher than a traditional diesel bus and certain grants and subsidies are available to offset these higher prices. These grants and subsidies include but are not limited to the Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project ("HVIP") from the California Air Resources Board ("CARB") in partnership with Cal start, the New Jersey Zero Emission Incentive Program ("NJZIP") operated by the New Jersey Economic Development Authority (NJEDA), the Specialty-Use Vehicle Incentive ("SUVI") Program funded by the Province of British Columbia, Canada, the Incentives for Medium and Heavy Duty Zero Emission Vehicles ("iMHZEV") program operated by the Canadian federal government, the clean trucks NYSERDA program and the New York Voucher Incentive Program in the state of New York, the South Coast AQMD funding in California, Federal Transit Authority funding for eligible transit properties across the US, and VW Mitigation Trust Funds allocated to programs throughout the US. The ability for potential purchasers to receive funding from these programs is subject to the risk of the programs being funded by governments, and the risk of the delay in the timing of advancing funds to the specific programs. To the extent that program funding is not approved, or if the funding is approved but timing of advancing of funds is delayed, subject to cancellation, or is otherwise uncertain, this could have a material adverse effect on our business, financial condition, operating results and prospects. GreenPower has made a strategic decision to focus its sales efforts and partnership decisions on states that have mandates to support the adoption of all-electric medium and heavy-duty vehicles. Changes to these mandates and support may lead to changes in the Company's efforts to focus on sales in specific states or regions.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Litigation and Legal Proceedings
The Company filed a civil claim against the prior CEO and Director of the Company in the Province of British Columbia in 2019, and the prior CEO and Director of the Company has filed a response with a counterclaim for wrongful dismissal in the Province of British Columbia. The prior CEO and Director of the Company also filed a similar claim in the state of California in regards to this matter, and this claim has been stayed pending the outcome of the claim in British Columbia. There has not been a resolution on the British Columbia claim or counterclaim, or the California claim as at December 31, 2025. In addition, a company owned and controlled by a former employee who provided services to a subsidiary company of GreenPower until August 2013 filed a claim for breach of confidence against GreenPower in July 2020, and this claim has not been resolved as at December 31, 2025.
During April 2023 the Company repossessed 28 EV Stars and 10 EV Star CC's after a lease termination due to non-payment. During May 2023 this customer filed a claim in the state of California against the Company and a subsidiary. The Company has been advised that the state of California has provided in a decision that GreenPower owes Green Commuter damages totaling $123,775 and that GreenPower may file for a motion to recover its legal fees from Green Commuter. GreenPower intends to file a motion for recovery of its legal fees from Green Commuter, and the legal fees are in excess of the damages awarded to Green Commuter. Since the Court's decision related to GreenPower's claim for recovery of its legal fees from Green Commuter is unknown, the Company continues to record a $110,000 contingent liability for this matter (March 31, 2025 $310,000).
Current requirements and regulations may change or become more onerous
The Company's products must comply with local regulatory and safety requirements in order to be allowed to operate within the relevant jurisdiction or to qualify for funding. These requirements are subject to change and one regulatory environment is not indicative of another.
Cybersecurity risks
Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business. The Company has not experienced a cybersecurity incident and has therefore not been affected by its exposure to cybersecurity risks. However, our business and operations may be materially adversely affected in the event of computer system failures or security or breaches due to cyber-attacks or cyber intrusions, including ransomware, phishing attacks and other malicious intrusions.
Provision for Warranty Costs
The Company offers warranties on the medium and heavy-duty vehicles and buses it sells. Management estimates the related provision for future warranty claims based on historical warranty claim information as well as recent trends that might suggest past cost information may differ from future claims. Factors that could impact future warranty claims include the success of the Company's productivity and quality initiatives as well as parts and labour costs. Actual warranty expense could differ from the provisions which are estimated by management, and these differences could be material and may negatively impact the company's financial results and financial position.
Reliance on Shipping
We rely on global shipping for vehicles that we produce at contract manufacturers, and for certain parts and components sourced from our global network of suppliers. We have experienced an increase in shipping costs and have experienced delays of deliveries of parts and components from our global suppliers, and on vehicles arriving from our contract manufacturers. While these delays and cost increases are not currently at a level that they have caused a material disruption or negative impact to our profitability, these delays and costs may increase to a point that they may negatively impact our financial results and ability to grow our business.
| GreenPower Motor Company Inc. Management’s Discussion and Analysis For the period ended December 31, 2025 Discussion dated: as of February 12, 2026 |
Events after the reporting period
On January 8, 2026, the Company signed a credit agreement letter with CIBC pursuant to which CIBC agreed to enter into the following credit facilities with GreenPower Motor Company Inc., subject to customary closing conditions and conditions precedent:
- A revolving demand line of credit facility for up to $3 million, bearing interest at CIBC's US Base Rate plus 1.35%;
- A non-revolving demand instalment loan of $2 million, bearing interest at CIBC's US Base Rate plus 1.35%. The loan has a term of 36 months, with monthly payments of interest only for the first 12 months, and repayment terms for the loan principal to be determined after the interest only period;
- A standby letter of credit facility of up to $450,000 subject to security requirements;
- A standby letter of credit facility of up to $2,500,000 which is required to be secured by an Account Performance Security Guarantee (APSG) from EDC;
- A credit card facility of up to CDN $100,000.
On January 8, 2026 the Company closed two term loans of $2.5 million each, for $5 million in total, from two family offices. The proceeds from the $5 million loans were used to repay the line of credit with Bank of Montreal. As a bonus for entering into the loan, one of the family offices received 3,205,128 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $0.78 per share. The second family office received, as a bonus for entering into the loan, 641,025 common shares of the Company.
The CIBC line of credit and CIBC instalment loan closing occurred on January 12, 2026. As a condition to this closing GreenPower repaid the Bank of Montreal line of credit with proceeds from the $5m term loans from two family offices and the remainder from a portion of the CIBC instalment loan. Two directors of the Company provided joint and several guarantees of up to $5 million in support of the CIBC credit facilities (the "Guarantees"). As a bonus for providing the Guarantees one of the directors received 2,016,129 share purchase warrants which entitle the holder to purchase one common share of the Company at an exercise price of $1.24 per share. The second family office received, as a bonus for providing the Guarantees, 403,225 common shares of the Company.
On January 22, 2026 the Company converted $7 million of principal and accrued interest of loans with certain related parties of the Company into convertible debentures. The convertible debentures have a maturity date of January 22, 2029, and bear interest at 12% per annum. The principal amount of the convertible debentures are convertible at the option of the holders into common shares of the company at $0.99 per share.
On January 28, 2026 the Company announced that it had converted $2.85 million of loans with certain related parties of the Company into 3,000 Series B convertible preferred shares with a stated value of $3 million. The Series B Convertible Preferred Shares have a dividend rate of 9% per annum and each Series B Convertible Preferred Share is eligible to be converted into common shares of the Company at 105% of the stated amount of the Series B Convertible Preferred Share and are convertible at US$1.975 per Share, subject to adjustment as provided for in the rights and restrictions of the Series B Convertible Preferred Shares.
Between January 6 and January 9, 2026 a total of 617,814 common shares were issued pursuant to the conversion of 424 Series A convertible preferred shares, and between January 1 and February 12, 2026, 1,125 stock options were forfeited with a weighted average exercise price of $15.47.
Form 52-109F2 - Certification of interim filings (full interim certificate)
I, Fraser Atkinson, Chief Executive Officer of GreenPower Motor Company Inc. certify that:
1. Review: I have reviewed the issuer's interim financial statements and interim MD&A (together the interim filings) of GreenPower Motor Company Inc. (the issuer) for the interim period ended December 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR) for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings:
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control - Integrated Framework Issued by the Committee of Sponsoring Organization of the Treadway Commission in 2013.
5.2 ICFR - reportable deficiency relating to design: The issuer has disclosed in its interim MD&A each material weakness relating to design existing at December 31, 2025.
(a) a description of the material weakness;
(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and
(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 Limitation on scope of design: N/A
6. Reporting of changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1, 2025 and ended on December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: February 12, 2026
| /s/Fraser Atkinson |
| Fraser Atkinson Chief Executive Officer |
Form 52-109F2 - Certification of interim filings (full interim certificate)
I, Michael Sieffert, Chief Financial Officer of GreenPower Motor Company Inc. certify that:
1. Review: I have reviewed the issuer's interim financial statements and interim MD&A (together the interim filings) of GreenPower Motor Company Inc. (the issuer) for the interim period ended December 31, 2025.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR) for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings:
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control - Integrated Framework Issued by the Committee of Sponsoring Organization of the Treadway Commission in 2013.
5.2 ICFR - reportable deficiency relating to design: The issuer has disclosed in its interim MD&A each material weakness relating to design existing at December 31, 2025.
(a) a description of the material weakness;
(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and
(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.
5.3 Limitation on scope of design: N/A
6. Reporting of changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on October 1, 2025 and ended on December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: February 12, 2026
/s/ Michael Sieffert
_________________________________
Michael Sieffert
Chief Financial Officer
 |
Press Release |
GreenPower Reports Revenue of $8.5 million and Net Income of
$4.2 million for Third Quarter
Vancouver, Canada, February 12, 2026 - GreenPower Motor Company Inc. (Nasdaq: GP) ("GreenPower" and the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, today reported revenue of $8.5 million and net income of $4.2 million as a part of its financial results for the period ended December 31, 2025.
"Despite significant headwinds in the EV sector in general, GreenPower has made substantial strides with its transition from building EVs on spec., to a production strategy driven by building EVs to customer orders." said Fraser Atkinson, GreenPower Chairman and CEO. "This transition has required recapitalization of the Company, retooling our manufacturing, managing inventory, and obtaining sources of production funding."
"GreenPower is very excited about the excellent progress in the deployment of all-electric, purpose-built school buses during the last quarter in New Mexico; Continuing to perform on the state sponsored, two-year, zero emissions school bus pilot project." said Brendan Riley, President of GreenPower. "This project uses the compelling West Virginia pilot project as its model but is focussed on the specific needs of New Mexico school districts where there will be challenges on deploying in both city and rural settings, challenges with charging infrastructure and operating the school buses in extreme cold weather at high elevations."
Third Quarter 2026 Highlights
- Generated revenues of $8.5 million in the third quarter of the 2026 fiscal year compared to $7.2 million for the third quarter in the previous year. Revenue was generated from the sale of vehicles, parts, leases and deferred income. Gross profit on the sale of vehicles was approximately 28%.
- Total sales, general and administrative costs of $2.4 million in the third quarter compared to $5.2 million for the third quarter in the previous year representing a significant reduction in the Company's recurring expenses. Excluding non-cash items, the sales, general and administrative costs in the current quarter were less than $2 million.
- Working capital of more than $5 million and increased cash from the beginning of the fiscal year.
- During the quarter the Company undertook the management of the New Mexico All-Electric, Purpose-Built, Zero-Emission School Bus Pilot Program. The contract with the state of New Mexico provides funding of more than $5 million for the deployment of GreenPower's all-electric Type A Nano BEAST, Type A Nano BEAST Access, Type D BEAST and Type D Mega BEAST school buses, charging infrastructure and management of a pilot project in the state.
- During the quarter the Company raised gross proceeds of $1,120,050 from the issuance of Series A convertible preferred shares (the "Series A shares") with a stated value of $1,179,000. The initial tranche was comprised of 754 Series A shares issued pursuant to an effective shelf registration statement and 425 Series A Shares issued in a concurrent private placement. The Company and investor agreed that a follow-on tranche of 926 Series A Shares with a stated value of $926,000 and purchase price of $879,700 will be issued at a later date. The institutional investor has the right to acquire and the Company has the right to issue additional Series A Shares in tranches of up to $2 million, subject to certain terms and conditions, to a total of up to US$16 million
Subsequent to the end of the quarter GreenPower completed several transactions to recapitalize the Company. The Company closed on two term loans for a total of $5 million, closed on the new banking relationship with CIBC including a line of credit and Term Loan, paid out the existing bank line of credit, exchanged $7 million of related party loans for convertible debentures and exchanged $3 million of related party loans for Series B Convertible Preferred Shares.
For additional information on the results of operations for the period ended December 31, 2025 with the financial statements and related reports posted on GreenPower's website as well as on SEDAR Plus or on EDGAR.
For further information contact
Fraser Atkinson, CEO
(604) 220-8048
Brendan Riley, President
(510) 910-3377
Michael Sieffert, CFO
(604) 563-4144
About GreenPower Motor Company Inc.
GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. For further information go to www.greenpowermotor.com
Forward-Looking Statements
This document contains forward-looking statements relating to, among other things, GreenPower's business and operations and the environment in which it operates, which are based on GreenPower's operations, estimates, forecasts and projections. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. A number of important factors including those set forth in other public filings (filed under the Company's profile on www.sedar.com) could cause actual outcomes and results to differ materially from those expressed in these forward-looking statements. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they are made. GreenPower disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
All amounts in U.S. dollars. ©2026 GreenPower Motor Company Inc. All rights reserved.