WKSP · Parts · fbe6eeaf7635d8eb

Worksport Ltd. [[WKSP]] — Proposed One-for-One Option Exchange, Offer Not Yet Launched

Filing Summary Worksport’s board approved a voluntary exchange of eligible outstanding options for replacement options, but the issuer tender offer has not commenced. The filing establishes material terms—including one-for-one exchange and a share-availability constraint—while leaving the number of eligible options and the offer’s aggregate financial and dilution effects undisclosed.

Terms & Mechanics - The board approved the exchange on November 9, 2026; Worksport filed the preliminary Schedule TO-C on November 10, 2026. Eligible options under the 2015, 2021, and 2022 equity plans may be exchanged one-for-one for new options issued under the 2022 Plan. Options issued outside Worksport’s plans, including Terravis Energy Inc. options, are ineligible. - Replacement options would be non-qualified options with a 10-year term and an exercise price equal to Worksport common stock’s closing price on the grant date. One-third would vest on the grant date and one-third on each of the first two anniversaries, subject to continued service; performance-based vesting would become time-based vesting. - The planned grant date is November 13, 2026. The election period must remain open for at least 20 business days and at least 30 calendar days after delivery of the exchange documents. The exact expiration date is not disclosed in filing materials. - Replacement options are subject to available share capacity under the 2022 Plan. Options exceeding available shares cannot be exercised unless shares become available or shareholders approve a plan-reserve increase. If a shortfall remains by the 2027 annual meeting, Worksport says it will submit a reserve increase for shareholder approval; excess replacement options would be forfeited if shareholders reject it. - The filing does not disclose the number of eligible or outstanding options, current exercise prices, expected participation, or aggregate replacement options. No prior offer terms or amendment deltas are provided; the offer has not commenced.

Strategic & Capital Implications This is principally a change to the terms and vesting profile of eligible awards, not a disclosed immediate share issuance. The one-for-one exchange does not itself increase the number of options exchanged, but replacement options could result in future share issuance upon exercise; without eligible-option counts and existing strike prices, the economic value and potential dilution cannot be quantified.

The principal execution constraint is the 2022 Plan’s share reserve. Any shortfall could make some replacement options dependent on added plan capacity and shareholder approval, with forfeiture risk if the proposed increase fails. The filing does not quantify compensation expense or state whether participation is expected to materially affect retention.

Next Catalysts - Worksport’s formal Schedule TO and offer documents, including eligibility, expiration date, conditions, withdrawal rights, and treatment of options not exchanged. - Offer commencement and the number of options ultimately tendered and accepted. - The amount of replacement options exceeding available 2022 Plan shares, and any shareholder vote on a reserve increase at the 2027 annual meeting.