UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Nikola Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 25, 2023

Dear Fellow Stockholders:

On behalf of the board of directors, it is my pleasure to invite you to attend the 2023 Annual Meeting of Stockholders of Nikola Corporation, which is to be held at 1:00 p.m., Pacific Time (PT), on Wednesday, June 7, 2023 via live audio webcast. In order to attend the Annual Meeting of Stockholders you must register in advance at http://www.viewproxy.com/nkla/2023 by 11:59 PT on June 6, 2023.

The Board of Directors works with management to review and approve business strategy, exploring opportunities and risks. We oversee the allocation of resources to execute the strategy and create value for the owners and the various stakeholders and communities that we serve. This process addresses investments in the company’s internal capabilities and opportunities in external investments.

The Board’s principal focus in 2022 was to support management to advance the company operationally as well as strategically, despite an exceptionally challenging environment.

As Chairman of the board of directors, I am pleased report that 2022 was a year of significant progress at Nikola. Major operational milestones include the start of serial production of the Nikola Tre battery-electric vehicle (BEV) at our Coolidge, AZ manufacturing facility, and the truck is now available at dealers nationwide. For the Tre hydrogen-fuel cell vehicle (FCEV), final validation is ongoing and we are on schedule for an on-sale date for the second half of 2023.

The regulatory environment has been favorable for our product and technology rollouts. The passage of the Inflation Reduction Act (IRA) this past August is anticipated to reduce costs of hydrogen production and dispensing, as well as the trucks themselves. Additionally, there are a number of states providing incentives that complement Nikola’s business model. In California, the Nikola Tre FCEV was deemed eligible for the Hybrid and Zero Emissions Truck and Bus Voucher Incentive Program (HVIP), meaning purchasers can qualify to receive up to $288,000 voucher incentive per truck, markedly reducing the cost of ownership. For Nikola Tre BEV trucks, purchasers can receive up to $150,000 per truck. Similar incentives are being put forth throughout the U.S., including in the Northeast, Colorado and Arkansas.

Progress on our corporate strategy was achieved, such as the introduction of our HYLA hydrogen energy brand. From mobile fuelers available now to a target of 60 refueling stations by 2026 – four we plan to complete in California much sooner - to expected hydrogen production with our partners, HYLA will be a one-stop solution for Nikola Tre FCEV trucks as well as other users. Additionally, we brought BEV battery production in-house




	and reached an agreement with Bosch to insource the fuel cell power module assembly, with the goal of lowering costs through vertical integration. The Board of Directors supported a number of changes in leadership throughout the year including:

	-	Hiring Michael Lohscheller as President of Nikola Motor division in March 2022 and promoting him to President in August 2022 and Chief Executive Officer effective November 2022.

	-	Naming Carey Mendes, who joined Nikola in 2021, President of Nikola’s Energy division in August 2022.

	-	Hiring Bruce Kurtt as Sr. Vice President of Sales and Commercial Operations in November 2022.

	Nikola’s Board of Directors continued to evolve and add relevant experience as well. Last year we welcomed Andrew Vesey, an expert in the energy field. Currently President and CEO North America at Fortescue Future Industries, Andrew has more than 40 years of diverse utility industry experience. He was also the co-founder of Earthrise Energy Inc. and held chief executive positions at Pacific Gas and Electric Company, AGL Energy and AES Corporation. Nikola has a solid team, poised for solid results, and I remain very excited about your company’s leadership position in the zero-emission trucking and hydrogen worlds. Please read the attached proxy statement and we ask for your vote for the proposals to elect the directors, increase the number of authorized shares under our charter, approve the issuance of certain shares and related change of control, approve an amendment to our stock incentive plan, approve the compensation paid to our named executive officers and ratify the appointment of our independent registered public accounting firm. Thank you as always for your continued support of Nikola.

	Sincerely, /s/ Stephen J. Girsky

	Stephen J. Girsky Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on WEDNESDAY, June 7, 2023

To Our Stockholders:

Nikola Corporation will hold its 2023 Annual Meeting of Stockholders at 1:00 p.m., Pacific Time (PT), on Wednesday, June 7, 2023 (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast.

You will be able to attend the Annual Meeting online and submit your questions during the meeting. In order to attend, you must register at www.viewproxy.com/nkla/2023 and join using the unique join link and password in your confirmation.

We are holding this Annual Meeting:

•

to elect seven directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified;

•

to approve an amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 800,000,000 to 1,600,000,000;

•

to approve the issuance of our common stock upon the conversion of 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 and related change of control, for purposes of complying with Nasdaq listing rule 5635;

•

to approve an amendment to the Nikola Corporation 2020 Stock Incentive Plan to increase the number of shares of common stock available for issuance thereunder by 30,000,000 shares from 20,000,000 to 50,000,000;

•

to approve, on a non-binding advisory basis, the compensation paid by us to our named executive officers as disclosed in the attached Proxy Statement;

•

to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023; and

•

to transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Stockholders of record at the close of business on April 10, 2023 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting.

It is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail. Please review the instructions on pages 2 and 3 of the attached Proxy Statement regarding your voting options.

By Order of the Board of Directors,

/s/ Britton M. Worthen

Britton M. Worthen

Chief Legal Officer and Secretary

Phoenix, Arizona

April 25, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 7, 2023.

The Proxy Statement and Annual Report on Form 10-K are available at www.viewproxy.com/nkla/2023

TABLE OF CONTENTS

PROXY STATEMENT	1
Information Concerning Voting and Solicitation	1
Questions and Answers About the Proxy Materials and the Annual Meeting	1
PROPOSAL 1 — ELECTION OF DIRECTORS	6
Director Nominees	6
Director Nominations	13
Director Independence	14
Compensation Committee Interlocks and Insider Participation	14
Board Meetings	14
Board Committees	15
CORPORATE GOVERNANCE	18
Board Leadership Structure: Separation of the Roles of Chairman and CEO	18
Certain Relationships and Transactions with Related Persons	21
Director Compensation	24
Executive Compensation	26
Compensation Discussion and Analysis	27
Compensation Committee Report	37
Summary Compensation Table	38
Grants of Plan-Based Awards Table	39
Outstanding Equity Awards at Fiscal Year-End Table	40
Option Exercises and Stock Vested Table	42
Potential Payments Upon Termination or Change-in-Control	42
Employment Agreements with Named Executive Officers	44
Equity Compensation Plan Information	47
Pay Ratio	47
Pay Versus Performance	48
Security Ownership of Certain Beneficial Owners and Management	50
REPORT OF THE AUDIT COMMITTEE	52
PROPOSAL 2 — amendment to our restated certificate to increase the authorized number of shares of common stock	53
Background	53
Proposed Amendment	53
Reasons for the Amendment	53
Rights of Additional Authorized Shares	54
Potential Effects of the Amendment	54
Effectiveness of the Amendment and Required Vote	55
PROPOSAL 3 — THE NASDAQ PROPOSAL	56
Background; Terms of the Notes	56
Reasons for Proposal	58
Potential Consequences if Proposal 2 and Proposal 3 are Not Approved	58
PROPOSAL 4 — AMENDMENT TO THE NIKOLA CORPORATION 2020 STOCK INCENTIVE PLAN	60
2020 Plan – Key Facts and Features	60
2020 Plan – Potential Equity Dilution and Historical Share Usage	61
New Plan Benefits	62
Summary of the 2020 Plan	63
Amendments Requiring Stockholder Approval	64
Federal Income Tax Consequences for Awards	64
PROPOSAL 5 — NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION	66
PROPOSAL 6 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	68
Principal Accountant Fees and Services	68
Pre-approval Policies and Procedures	68
Delinquent Section 16(a) Reports	69
Stockholder Proposals for the 2024 Annual Meeting	69
OTHER MATTERS	70
NOTE REGARDING FORWARD-LOOKING STATEMENTS	71
APPENDIX A — AMENDMENT TO CERTIFICATE OF INCORPORATION	A-1
APPENDIX B — AMENDED AND RESTATED NIKOLA CORPORATION 2020 STOCK INCENTIVE PLAN	B-1

INFORMATION CONCERNING VOTING AND SOLICITATION

PROXY STATEMENT

Information Concerning Voting and Solicitation

This Proxy Statement is being furnished to you in connection with the solicitation by the board of directors of Nikola Corporation, a Delaware corporation (“we,” “us,” “our,” “Nikola” or the “Company”), of proxies in the accompanying form to be used at the Annual Meeting of Stockholders of the Company to be held virtually on Wednesday, June 7, 2023 at 1:00 p.m., Pacific Time (PT), and any adjournments or postponements thereof (the “Annual Meeting”).

The Notice of Internet Availability of Proxy Materials (the “Notice”), this Proxy Statement and the other proxy materials are being mailed to stockholders on or about April 25, 2023.

Questions and Answers About the Proxy Materials and the Annual Meeting

Why am I receiving these materials?

Our board of directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year’s Annual Meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by Internet or telephone. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have opted to furnish proxy materials, including this Proxy Statement and our Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Accordingly, we are sending the Notice to our stockholders of record and beneficial owners at the close of business on April 10, 2023, which is the Record Date for the Annual Meeting (the “Record Date”). Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by Internet or telephone as early as possible to avoid processing delays and ensure their votes are counted.

What proposals will be voted on at the Annual Meeting?

Six proposals will be voted on at the Annual Meeting:

•

The election of seven directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified;

•

The approval of an amendment to the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to increase the number of authorized shares of our common stock from 800,000,000 to 1,600,000,000;

•

The approval of the issuance of our common stock upon the conversion of 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 (the “New Notes”) and related change of control, for purposes of complying with Nasdaq listing rule 5635;

•

The approval of an amendment to the Nikola Corporation 2020 Stock Incentive Plan (the “2020 Plan”) to increase the number of shares of common stock available for issuance thereunder by 30,000,000 shares;

•

The approval, on a non-binding advisory basis, of the compensation paid by us to our named executive officers as disclosed in this Proxy Statement; and

•

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023.

What are the board of directors’ recommendations?

Our board of directors recommends that you vote:

•

The election “FOR ALL” of the director nominees;

•

“FOR” the approval of an amendment to the Restated Certificate to increase the number of authorized shares of our common stock from 800,000,000 to 1,600,000,000;

•

“FOR” the approval of the issuance of our common stock upon the conversion of the New Notes and related change of control, for purposes of complying with Nasdaq listing rule 5635;

•

“FOR” the approval of an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder by 30,000,000 shares;

•

“FOR” the approval, on a non-binding advisory basis, of the compensation paid by us to our named executive officers as disclosed in this Proxy Statement; and

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Q&A ABOUT PROXY MATERIALS AND ANNUAL MEETING

•

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023.

Will there be any other items of business on the agenda?

We do not expect any other items of business because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be properly brought before the meeting. Those persons intend to vote the proxy in accordance with their best judgment.

Who is entitled to vote?

Stockholders of record at the close of business on the Record Date, April 10, 2023, may vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of the Company’s common stock held as of the Record Date.

A list of stockholders of record entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose related to the Annual Meeting, for ten days prior to the Annual Meeting at our offices located at 4141 E Broadway Road, Phoenix, Arizona 85040. Please contact our Secretary by telephone at (559) 464-5652 if you wish to inspect the list of stockholders prior to the Annual Meeting. A list of stockholders of record will also be available during the Annual Meeting for inspection, upon request, by stockholders of record for any legally valid purpose related to the meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the stockholder of record.

The Notice has been sent directly to you on our behalf by Alliance Advisors.

Beneficial Owner. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name. The Notice has been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record.

How do I vote?

You may vote using any of the following methods:

By Internet — Stockholders of record may submit proxies by following the Internet voting instructions on their proxy materials prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their broker, bank or nominee. Please check the voting instruction form for Internet voting availability. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible. The Internet voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By Telephone — Stockholders of record may submit proxies by following the telephone voting instructions on their proxy materials prior to the Annual Meeting. Most stockholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their broker, bank or nominee. Please check the voting instruction form for telephone voting availability. Please be aware that if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. The telephone voting facilities will close at 11:59 p.m., Eastern Time, the day before the meeting date.

By Mail — If you would like to receive a paper copy of the proxy card, you must request one. Stockholders of record may submit paper proxies

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Q&A ABOUT PROXY MATERIALS AND ANNUAL MEETING

by completing, signing and dating the proxy card and returning it in the prepaid envelope enclosed with the proxy card. Sign your name exactly as it appears on the proxy. If you return your signed proxy but do not indicate your voting preferences, your shares will be voted on your behalf “FOR ALL” nominees in Proposal 1, “FOR” Proposal 2, “FOR” Proposal 3”, “FOR” in Proposal 4, “FOR” Proposal 5 and “FOR” Proposal 6, and in the discretion of the proxyholders in any other matters that properly come before the meeting. Stockholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their broker, bank or other nominee.

At the Virtual Meeting — Shares held in your name as the stockholder of record may be voted electronically at the Annual Meeting by visiting www.AALvote.com/NKLA and using the control number included on your proxy materials. If you have already voted previously by Internet or telephone, there is no need to vote again at the Annual Meeting unless you wish to revoke and change your vote. Shares held beneficially in street name may be voted electronically at the Annual Meeting only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares.

Even if you plan to attend the Annual Meeting via live audio webcast, we recommend that you also submit your proxy or voting instructions or vote by Internet, telephone or mail prior to the meeting so that your vote will be counted if you later decide not to attend or vote at the meeting.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by Internet or telephone, you may change your vote or revoke your proxy with a later Internet or telephone proxy, as the case may be. If you are a stockholder of record and submitted your proxy by mail, you must file with the Secretary of the

Company a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote at the Annual Meeting.

If you are a beneficial owner of shares held in street name and you wish to change or revoke your vote, you must obtain a legal proxy through your broker, bank or nominee and present it to Alliance Advisors at least two weeks in advance of the Annual Meeting. Please consult the voting instructions or contact your broker, bank or nominee.

How are votes counted?

For Proposal 1, the election of directors, you may vote “FOR” the nominees or your vote may be “WITHHELD” with respect to any or all of the nominees. “WITHHELD” votes will not affect the outcome. Broker non-votes will have no effect.

For Proposal 2, the approval of an amendment to the Restated Certificate to increase the number of authorized shares of our common stock from 800,000,000 to 1,600,000,000, Proposal 3, the approval of the issuance of our common stock upon the conversion of the New Notes and related change of control, for purposes of complying with Nasdaq listing rule 5635, Proposal 4, the approval of an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder by 30,000,000 shares, Proposal 5, the approval, on a non-binding advisory basis, of the compensation of our named executive officers, and Proposal 6, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023, you may vote “FOR,” vote “AGAINST” or “ABSTAIN.” An abstention has the same effect as a vote “AGAINST” these proposals.

If you provide specific instructions, your shares will be voted as you instruct. If you sign your proxy card or voting instruction form with no further instructions, your shares will be voted in accordance with the recommendations of the board of directors (the election “FOR ALL” of the nominees to the board of directors for Proposal 1, and “FOR” each of Proposals 2, 3, 4, 5 and 6,

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Q&A ABOUT PROXY MATERIALS AND ANNUAL MEETING

and on any other matters that may properly come before the meeting, in the discretion of the proxy holders).

What vote is required to approve each item?

For Proposal 1, the election of directors, the seven nominees receiving the most affirmative “FOR” votes will be elected.

Proposal 2, the approval of an amendment to the Restated Certificate to increase the number of authorized shares of our common stock from 800,000,000 to 1,600,000,000, requires the affirmative “FOR” vote of the holders of a majority of the outstanding shares of our common stock.

Proposal 3, the approval of the issuance of our common stock upon the conversion of the New Notes and related change of control, for purposes of complying with Nasdaq listing rule 5635, Proposal 4, the approval of an amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder by 30,000,000 shares, Proposal 5, the approval, on a non-binding advisory basis, of the compensation of our named executive officers, and Proposal 6, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023, require the affirmative “FOR” vote of the holders of a majority of the voting power present or represented by proxy at the Annual Meeting and entitled to vote on the matter.

If you hold shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker or nominee does not have discretionary authority to vote on that matter without instructions from the beneficial owner and instructions are not given. Discretionary items are proposals considered “routine” under the rules of The New York Stock Exchange, such as the ratification of the appointment of our independent auditors, and therefore, broker non-votes are not expected to

exist with respect to this proposal. Except for Proposal 6, ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023, all other proposals to be voted on at the Annual Meeting are expected to be considered a “non-routine” item for which brokers and nominees do not have discretionary voting power and, therefore, broker non-votes may exist with respect to these “non-routine” proposals. Notwithstanding the foregoing, for proposals where the applicable voting threshold is a proportion of our outstanding shares of common stock entitled to vote on the matter, broker non-votes will have the effect of a vote against the proposal. In tabulating the voting result for Proposal 3, Proposal 4 and Proposal 5, shares of common stock that constitute broker non-votes are not considered entitled to vote on such proposals and will not affect the outcome of such proposals, assuming that a quorum is obtained. The applicable voting threshold for Proposal 2 is a majority of the outstanding common stock entitled to vote on the matter. Accordingly, shares that constitute broker non-votes will have the effect of a vote against Proposal 2.

Is cumulative voting permitted for the election of directors?

Stockholders may not cumulate votes in the election of directors, which means that each stockholder may not vote more than the number of shares he or she owns for a single nominee.

What constitutes a quorum?

The holders of a majority of the voting power of the common stock issued and outstanding and entitled to vote on the Record Date, present or represented by proxy at the Annual Meeting, shall constitute a quorum. As of the close of business on the Record Date, there were 631,388,262 shares of our common stock outstanding. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.

What is “householding” and how does it affect me?

We have adopted a process for mailing our proxy materials called “householding” which has been approved by the SEC. Householding means that stockholders who share the same last name and address will receive only one copy of our proxy

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Q&A ABOUT PROXY MATERIALS AND ANNUAL MEETING

materials, unless we receive contrary instructions from any stockholder at that address.

If you prefer to receive multiple copies of our proxy materials at the same address, additional copies will be provided to you upon request. If you are a stockholder of record, you may contact us by writing to Secretary, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040, or call (559) 464-5652. Eligible stockholders of record receiving multiple copies of our proxy materials can request householding by contacting us in the same manner. We have undertaken householding to reduce paper waste, printing costs and postage fees, and we encourage you to participate.

If you are a beneficial owner, you may request additional copies of our proxy materials or you may request householding by notifying your broker, bank or other nominee.

How are proxies solicited?

Our employees, officers and directors may solicit proxies. We will pay the cost of printing and mailing proxy materials, and will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy material to the owners of our common stock. In addition, we have engaged Alliance Advisors, LLC as our proxy solicitor, for a fee estimated to be approximately $18,000.

Why are we holding a virtual Annual Meeting?

We believe that the virtual meeting format will expand stockholder access and participation. You will not be able to attend the Annual Meeting in person.

How can I attend the virtual Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders conducted exclusively via live audio webcast. In order to attend, you must register at www.viewproxy.com/nkla/2023 and join using the unique join link and password in your confirmation. You will be able to participate in, vote or ask questions at the Annual Meeting. The Annual Meeting will begin promptly at 1:00 p.m., Pacific Time, on Wednesday, June 7, 2023. We encourage you to access the virtual meeting website prior to the start time. You may begin to log into the virtual meeting platform beginning at approximately 12:45 p.m., Pacific Time, on Wednesday, June 7, 2023.

If you wish to submit a question via the internet during the Annual Meeting, you may do so through the questions/chat pane. We will answer questions that comply with our meeting rules of conduct, subject to time constraints.

What if I have technical difficulties accessing or participating in the virtual Annual Meeting?

We will have technicians ready to assist you with technical difficulties you may have accessing the virtual Annual Meeting, voting at the Annual Meeting or submitting questions at the Annual Meeting. For technical support, please call the VSM Stockholder Meeting Support Line at (866) 612-8937, or by emailing VirtualMeeting@viewproxy.com.

What is the mailing address of our principal executive office?

The mailing address of our principal executive office is Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040.

IMPORTANT

Please promptly vote by Internet or telephone, or by following the instructions provided by your broker, bank or nominee, so that your shares can be represented at the Annual Meeting.

5 | 2023 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

Our amended and restated bylaws (“Bylaws”) provide that our board of directors shall consist of such number of directors as the board of directors may from time to time determine. Vacancies on our board of directors can be filled by resolution of our board of directors. Our board of directors currently consists of ten directors. Lynn Forester de Rothschild, Gerrit A. Marx and Mark A. Russell will not stand for re-election as a director at the Annual Meeting, and the size of our board of directors will be reduced to seven directors.

Seven directors will be elected at the Annual Meeting to serve until the next annual meeting of stockholders, or thereafter until their successors are duly elected and qualified. The nominees receiving the highest number of affirmative votes will be elected as directors. The sustainability, nominating and corporate governance committee of the board of directors has recommended, and the board of directors has designated, Michael Lohscheller, Stephen J. Girsky, Michael L. Mansuetti, Mary L. Petrovich, Steven M. Shindler, Bruce L. Smith and Andrew M. Vesey as the nominees to serve until the next annual meeting of stockholders, or until their successors are duly elected and qualified, and each has indicated to us that he or she will be able to serve. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, an event that we do not currently anticipate, proxies will be voted for any nominees designated by the board of directors, taking into account any recommendations of the sustainability, nominating and corporate governance committee, to fill such vacancy.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Board Diversity Matrix (As of April 10, 2023):

Total Number of Directors	10

	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	8	—	—
Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	7	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

7 | 2023 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

Director Nominees

The names of the nominees and certain biographical information as of April 10, 2023 are set forth below:

Director Since:

August 2022

Age: 54

Michael Lohscheller

Biographical Information

Michael Lohscheller has served as our President and as a member of our board of directors since August 2022 and was also appointed as our Chief Executive Officer in November 2022. Prior to that, Mr. Lohscheller served as President of Nikola Motor division from March 2022 to November 2022. Prior to joining us, Mr. Lohscheller served as the Global Chief Executive Officer of VinFast LLC, a private automotive manufacturer, from September 2021 to December 2021. Prior to that, from June 2017 to August 2021, Mr. Lohscheller served as Chief Executive Officer and board member at Group PSA of Opel Automobile GmbH, a German automobile manufacturer, and from September 2012 to June 2017, as Chief Financial Officer of Opel Group, General Motors Europe. Mr. Lohscheller served in various capacities at Volkswagen Group of America, a German automobile company, including as Chief Financial Officer from January 2008 to August 2012, and as Director of Group Marketing from 2004 to 2007. From 2001 to 2004, Mr. Lohscheller served as the Chief Financial Officer of Mitsubishi Motors Europe, a Japanese automotive manufacturer. Mr. Lohscheller holds a master’s degree in marketing management from Brunel University and a bachelor’s degree in business administration from Osnabrück University of Applied Sciences.

Qualifications

We believe Mr. Lohscheller is qualified to serve on our board of directors due to his extensive leadership and management experience at various automotive manufacturing companies, including his experience serving as our President and Chief Executive Officer.

Director Since:

January 2018

Age: 60

Stephen J. Girsky

Biographical Information

Stephen J. Girsky served as President, Chief Executive Officer and a director of VectoIQ, our predecessor company, from January 2018 to June 2020 and continues to serve on our board of directors following the completion of the Business Combination. Mr. Girsky is a Managing Partner of VectoIQ, LLC, an independent advisory and investment firm based in New York. Mr. Girsky served in a number of capacities at General Motors Company (NYSE: GM), a vehicle manufacturer (“General Motors”), from November 2009 until July 2014, including Vice Chairman, having responsibility for global corporate strategy, new business development, global product planning and program management, global connected consumer/OnStar, and GM Ventures LLC, global research & development and global purchasing and supply chain. Mr. Girsky also served on General Motors’ board of directors following its emergence from bankruptcy in June 2009 until June 2016. Mr. Girsky currently serves on the board of directors of Brookfield Business Partners Limited, the general partner of Brookfield Business Partners, L.P. (NYSE: BBU; TSX BBU.UN), a private equity company. Mr. Girsky received a bachelor of science degree in mathematics from the University of California, Los Angeles and an M.B.A. from Harvard University.

Qualifications

We believe Mr. Girsky is qualified to serve on our board of directors due to his extensive leadership and business experience, including his experience as a director of numerous public companies, together with his background in finance and public company governance.

NIKOLA CORPORATION | 8

PROPOSAL 1 — ELECTION OF DIRECTORS

Michael L. Mansuetti

Biographical Information

Michael L. Mansuetti has served as a member of our board of directors since June 2020, and prior to that, a member of the board of directors of Nikola Corporation, a Delaware corporation (“Legacy Nikola”), prior to the completion of our business combination with VectoIQ Acquisition Corp. (“VectoIQ”) on June 3, 2020 (the “Business Combination”), from September 2019 to June 2020. Since July 2012, Mr. Mansuetti has been the President of Robert Bosch LLC, an automotive component supply company. Mr. Mansuetti received a bachelor of science degree in mechanical engineering from Clemson University.

Qualifications

We believe Mr. Mansuetti is qualified to serve on our board of directors due to his expertise in advanced manufacturing, operations, and management and extensive leadership experience.

Director Since:

June 2020

Age: 57

Mary L. Petrovich

Biographical Information

Mary L. Petrovich has served as a member of our board of directors since December 2020. She has served as an operating executive at the Carlyle Group, a global asset management company, since June 2011, and as an advisor to American Security Partners, a private equity firm, since September 2013. Ms. Petrovich served in various capacities at AxleTech International, a supplier of off-highway and specialty vehicle drive train systems and components, as Executive Chair from December 2014 through July 2019, following its acquisition by General Dynamics, as General Manager from 2008 to 2011, and as Chairman and Chief Executive Officer, from 2001 to 2008. Ms. Petrovich has served on the board of directors of Woodward, Inc. (Nasdaq: WWD), a designer, manufacturer, and service provider of control solutions for the aerospace and industrial markets, since 2002. Ms. Petrovich served as a director of WABCO Holdings Inc. (NYSE: WBC), a global supplier of electronic, mechanical, electro-mechanical and aerodynamic products for manufacturers of commercial trucks, buses and trailers, and passenger cars, from November 2011 to December 2018. Ms. Petrovich also serves as chairman of the board of DealerShop, North America’s largest buying group for car dealers and a private company, and Traxen, a private company focused on developing useful combination of technologies to promote safe driving, efficient fuel use and to provide beneficial and actionable big data to heavy-duty trucking industry. Ms. Petrovich received a bachelor’s degree in engineering from the University of Michigan, and an M.B.A. from Harvard University.

Qualifications

We believe Ms. Petrovich is qualified to serve on our board of directors due to her extensive experience in the automotive industry, and in particular, the trucking industry.

Director Since:

December 2020

Age: 60

9 | 2023 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

Director Since:

September 2020

Age: 60

Steven M. Shindler

Biographical Information

Steven M. Shindler has served as a member of our board of directors since September 2020. He served as Chief Financial Officer of VectoIQ from January 2018 through the completion of the Business Combination. Mr. Shindler is a director of NII Holdings, Inc., a holding company that previously owned providers of wireless communication services under the Nextel brand in Latin America. Mr. Shindler served as Chief Executive Officer of NII from 2012 to August 2017 as well as from 2000 to 2008. Mr. Shindler guided NII through a financial restructuring that included sales of its core businesses in Mexico, Peru, Argentina and Chile, as well as a voluntary petition seeking relief under Chapter 11 of the U.S. Bankruptcy Code in September 2014, where he continued in the Chief Executive Officer role following its emergence from bankruptcy in June 2015. Mr. Shindler served as Executive Vice President and Chief Financial Officer of Nextel Communications, Inc., a wireless service operator, from 1996 to 2000. Prior to joining Nextel, Mr. Shindler was Managing Director of Communications Finance at The Toronto Dominion Bank. Mr. Shindler is also a founding partner of RIME Communications Capital, a firm that has invested in early stage media, tech and telco companies. Mr. Shindler received a bachelor of arts degree in economics from the University of Michigan and an M.B.A. from Cornell University.

Qualifications

We believe Mr. Shindler is qualified to serve on our board of directors due to his corporate financial management and strategic planning experience, including financial and operational knowledge and experience.

Director Since:

November 2020

Age: 60

Bruce L. Smith

Biographical Information

Bruce L. Smith has served as a member of our board of directors since November 2020. He has served as chairman and chief executive officer of Detroit Manufacturing Systems LLC, a Tier 1 component manufacturer for global automotive brands, since August 2018. Prior to joining Detroit Manufacturing Systems LLC, Mr. Smith served as President and Chief Executive Officer of BTM Company, a global leader of precision engineered tooling and production equipment, from July 2015 to July 2018. Mr. Smith also served as President and Chief Executive Officer of Elyria & Hodge Foundries, a company that produces complex gray and ductile iron castings, from April 2009 to July 2015, President and Chief Operating Officer of Guilford Mills, a high-tech performance fabrics supplier, from May 2005 to April 2009, President and Chief Executive Officer of Piston Group, an automotive supplier, from 2003 to 2005, and president and chief operating officer of United Plastics Group, an international plastics manufacturer, from 2001 to 2003. Mr. Smith received a bachelor’s degree in mechanical engineering from Carnegie Mellon University, and an M.B.A. from Harvard University.

Qualifications

We believe Mr. Smith is qualified to serve on our board of directors due to his extensive experience in the manufacturing industry.

Director Since:

October 2022

Age: 67

Andrew M. Vesey

Biographical Information

Andrew M. Vesey has served as a member of our board of directors since October 2022. Mr. Vesey has served as President and Chief Executive Officer of Fortescue Industries, a global green energy company with a portfolio of renewable energy and green hydrogen projects, since June 2022. Prior to that, Mr. Vesey served as President of Smart eMobility, a service provider within the sustainable energy ecosystem, from February 2022 to June 2022, as President and Chief Executive Officer of Pacific Gas and Electric Company (NYSE: PCG), an electric and gas utility company, from August 2019 to August 2020 and as Chief Executive Officer and Managing Director of AGL Energy Limited (ASX: AGL), an electric and gas retailer, from February 2015 to December 2022. Mr. Vesey received a bachelor’s degree in economics and a bachelor of science degree in mechanical engineering from Union College and a master of science degree from New York University.

Qualifications

We believe Mr. Vesey is qualified to serve on our board of directors due to his extensive experience in the renewable energy and utility industries.

The Board of Directors Recommends a Vote “FOR ALL” of the Director Nominees Set Forth Above as Directors of the Company.

NIKOLA CORPORATION | 10

PROPOSAL 1 — ELECTION OF DIRECTORS

CURRENT DIRECTORS NOT STANDING FOR RE-ELECTION

Lynn Forester De Rothschild

Biographical Information

Lynn Forester de Rothschild serves as a co-founding and managing partner of Inclusive Capital Partners, an investment manager, since 2000. Ms. de Rothschild also serves as the Chair of E.L. Rothschild LLC, a private investment company with investments in media, information technology, agriculture, financial services, and real estate worldwide, where she served as Chief Executive Officer from June 2003 until August 2020. Since 2000, Ms. de Rothschild also serves as a member of the board of directors and currently serves on the nominating and environmental social governance committee of Estee Lauder Companies Inc. (NYSE: EL), an American multinational manufacturer and marketer of skincare, makeup, fragrance and hair care products. Ms. de Rothschild has also served as a director of The Economist Newspaper Limited, a media company, as well as the board of directors of Gulfstream, General Instrument, Weather Central and Bronfman-Rothschild. Ms. de Rothschild serves on the board and executive committee of The Peterson Institute for International Economics, an American think tank based in Washington, D.C. Ms. de Rothschild also serves as the founder and chair of the Coalition for Inclusive Capitalism, a global non-profit organization that works with leaders to make capitalism inclusive and its benefits more widely and equitably shared, and as the founder and co-chair of the Council for Inclusive Capitalism. Ms. de Rothschild holds a bachelor’s degree from the Pomona College and a J.D. from Columbia University.

Qualifications

We believe Ms. Forester is qualified to serve on our board of directors due to her extensive business experience and experience serving on public company boards, including serving on nominating and environmental and social governance committees.

Director Since:

February 2022

Age: 68

Gerrit A. Marx

Biographical Information

Gerrit A. Marx has served as a member of our board of directors since June 2020, and prior to that, a member of Legacy Nikola’s board of directors from September 2019 to June 2020. Mr. Marx has served as Chief Executive Officer of Iveco Group N.V. since January 2022 and as Chief Executive Officer of Iveco S.p.A. (“Iveco”) since January 2019, a commercial goods manufacturing company, and as President of commercial and specialty vehicles of CNH Industrial N.V. (“CNHI”) (Nasdaq: CNHI), an industrial goods manufacturing company, from January 2019 until December 2021. Prior to joining CNHI, Mr. Marx served as an operating partner at Bain Capital, a global private equity firm, from December 2012 to December 2018. Mr. Marx served as interim Chief Executive Officer of Wittur Holding GmbH, an elevator component manufacturing company, from May 2017 to March 2018 and as interim President of power tools of Apex Tool Group, LLC, a hand and power tool manufacturing company, from November 2014 to April 2015. Mr. Marx received a master of engineering equivalent in mechanical engineering and an M.B.A. equivalent from RWTH Aachen University, Germany, and a doctorate in business administration from Cologne University, Germany.

Qualifications

We believe Mr. Marx is qualified to serve on our board of directors due to his extensive experience in the automobile industry as well as his experience in finance.

Director Since:

June 2020

Age: 47

11 | 2023 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

Director Since:

June 2020

Age: 60

Mark A. Russell

Biographical Information

Mark A. Russell has served as a member of our board of directors since June 2020. Mr. Russell served as our Chief Executive Officer from June 2020 to November 2022 and as our President from June 2020 to August 2022, as President of Legacy Nikola, from February 2019 to June 2020, and as a member of Legacy Nikola’s board of directors from July 2019 to June 2020. From August 2018 to February 2019, Mr. Russell explored new opportunities. Prior to that, Mr. Russell served as President and Chief Operating Officer of Worthington Industries (NYSE: WOR), a diversified metals manufacturing company, from August 2012 to August 2018. Mr. Russell received a B.I.S. in integrated studies from Weber State University and a juris doctor from Brigham Young University.

QUALIFICATIONS

We believe Mr. Russell is qualified to serve on our board of directors due to his extensive leadership and management experience at various public and private companies, including his past experience serving as our President and Chief Executive Officer.

NIKOLA CORPORATION | 12

PROPOSAL 1 — ELECTION OF DIRECTORS

DIRECTOR NOMINATIONS

The board of directors nominates directors and elects new directors to fill vacancies when they arise. The sustainability, nominating and corporate governance committee has the responsibility to identify, evaluate, recruit and recommend qualified candidates to the board of directors for nomination or election.

Our board of directors strives to find directors who are experienced and dedicated individuals with diverse backgrounds. In addition, we expect each director to be committed to enhancing stockholder value and to have sufficient time to effectively carry out his or her duties as a director. Our sustainability, nominating and corporate governance committee also seeks to ensure that a majority of our directors are independent under the rules of Nasdaq and that one or more of our directors is an “audit committee financial expert” under the rules of the SEC.

The sustainability, nominating and corporate governance committee believes it appropriate for our President and Chief Executive Officer to participate as a member of the board of directors.

Prior to our annual meeting of stockholders, our sustainability, nominating and corporate governance committee identifies nominees by evaluating the current directors who are willing to serve on our board of directors. The candidates are evaluated based on the criteria described above, the candidate’s prior service as a director, and the needs of the board of directors for any particular talents and experience. If a director no longer wishes to continue in service, if the sustainability, nominating and corporate governance committee decides not to re-nominate a director, or if a vacancy is created on the board of directors because of a resignation or an increase in the size of the board of directors or other event, then the committee will consider whether to replace the director or to decrease the size of the board of directors. If the decision is to replace a director, the sustainability, nominating and corporate governance committee will consider various candidates for board membership, including those suggested by committee members, by other board members, a director search firm engaged by the committee or our stockholders. Prospective nominees are evaluated by the sustainability, nominating and corporate governance committee based on the membership criteria described above and set forth in our Corporate Governance Guidelines. The sustainability, nominating and corporate governance committee will consider candidates recommended by stockholders. A stockholder who wishes to suggest a prospective nominee for our board of directors should notify the Secretary of the Company or any member of the sustainability, nominating and corporate governance committee in writing with any supporting material the stockholder considers appropriate.

13 | 2023 PROXY STATEMENT

PROPOSAL 1 — ELECTION OF DIRECTORS

DIRECTOR INDEPENDENCE

Our board of directors determined that each of our directors, other than Michael Lohscheller and Mark A. Russell, qualify as an independent director, as defined under the Nasdaq listing rules and that our board of directors consists of a majority of “independent directors,” as defined under the rules of the SEC and the Nasdaq listing rules relating to director independence requirements. Our board of directors considered the fact that Messrs. Girsky and Shindler served as President and Chief Executive Officer and Chief Financial Officer, respectively, of VectoIQ, our predecessor company prior to our Business Combination that was completed in June 2020, and in such respective capacities, participated in the preparation of financial statements of VectoIQ, but did not participate in the preparation of Legacy Nikola’s financial statements. Based on input from Nasdaq, our board of directors determined that Messrs. Girsky and Shindler qualify as independent directors. There are no family relationships among any of our directors or executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of our compensation committee in 2022, which included Mary L. Petrovich, Gerrit A. Marx, DeWitt C. Thompson, V and Andrew M. Vesey, was at any time during 2022 or at any other time an officer or employee of ours. Other than disclosed below under the heading “Certain Relationships and Transactions with Related Persons,” no member of our compensation committee had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. None of our executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

BOARD MEETINGS

Our board of directors held 10 meetings during 2022. Each director who served on our board of directors in 2022 attended at least 75% of the aggregate meetings held by the board of directors and the committees on which such director served during the time such director was a director. We do not have a policy that requires the attendance of directors at our annual meeting of stockholders.

Meeting of Non-Management and Independent Directors and Communications with Directors

The independent directors meet in an executive session in connection with each regularly scheduled board meeting, during which the independent directors have the opportunity to discuss management performance. The purpose of these executive sessions is to promote open and candid discussion among the non-management directors. Our board of directors welcomes questions or comments about the Company and our operations. If a stockholder wishes to communicate with our board of directors, including our independent directors, they may send their communication in writing to: Secretary, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040. You must include your name and add

SEC Form DEF 14A filed by Nikola Corporation