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  4. [8-K] Workhorse Group Inc. Reports Material Event

Workhorse (NASDAQ: WKHS) reshapes credit mix and will issue warrants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Workhorse Group Inc. entered into Omnibus Amendment No. 2 to its existing credit agreements with Motive GM Holdings II LLC. The amendment increases the Cash Flow Credit Agreement commitment from $20,000,000 to $30,000,000 and defers interest payments on the additional $10,000,000 until the first Interest Payment Date after September 30, 2026. At the same time, the Customer Order Credit Agreement commitment is reduced from $30,000,000 to $20,000,000. As consideration for these changes, Workhorse is obligated to issue warrants to purchase equity interests in the company within 45 days of the amendment, or a later date if agreed with the lender.

Positive

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Negative

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Insights

Workhorse reshapes existing credit lines and adds warrant consideration.

Workhorse Group adjusts its financing mix by raising the commitment on the Cash Flow Credit Agreement to $30,000,000 while lowering the Customer Order Credit Agreement commitment to $20,000,000. This keeps overall committed capacity similar while shifting emphasis toward general cash flow support.

Interest on the additional $10,000,000 under the Cash Flow facility is deferred until the first Interest Payment Date after September 30, 2026, which may ease near-term cash interest outlays. In return, Workhorse must issue warrants for equity interests, introducing potential future dilution whose size and terms will be determined by mutual agreement.

The filing highlights continued reliance on Motive GM Holdings II LLC as lender, with both amended agreements dated originally on December 15, 2025 and previously modified on April 25, 2026. Subsequent disclosures about the warrant terms will clarify the longer-term balance between liquidity benefits and equity dilution.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash Flow Credit commitment $30,000,000 Commitment increased from $20,000,000 under Cash Flow Credit Agreement
Customer Order Credit commitment $20,000,000 Commitment reduced from $30,000,000 under Customer Order Credit Agreement
Incremental Cash Flow commitment $10,000,000 Additional commitment with deferred interest payments
Interest deferral date after September 30, 2026 First Interest Payment Date when interest on extra $10,000,000 begins
Warrant issuance window 45 days Period after execution of Omnibus Amendment No. 2 to issue warrants
Omnibus Amendment No. 2 date June 16, 2026 Date of the amendment to the Credit Agreements
Omnibus Amendment No. 2 to Credit Agreements financial
"entered into an Omnibus Amendment No. 2 to Credit Agreements (the “Omnibus Amendment No. 2”)"
Commitment financial
"increase the Commitment thereunder from $20,000,000 to $30,000,000"
Interest Payment Date financial
"until the first Interest Payment Date (as defined in the Cash Flow Credit Agreement) occurring after September 30, 2026"
The interest payment date is the scheduled day when a borrower pays the agreed interest on a bond, loan, or other debt instrument to investors who hold that debt. It matters because it determines when investors receive income, affects cash-flow planning and yield calculations, and signals whether payments are being made on time—missing a payment can reduce income and raise concerns about credit risk, much like a missed paycheck raises red flags for an employee.
warrants to purchase equity interests financial
"obligates the Company to issue warrants to purchase equity interests in the Company within 45 days"
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
off-balance sheet arrangement financial
"an Obligation under an Off-Balance Sheet Arrangement of a Registrant."
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

FAQ

What credit agreements did Workhorse Group (WKHS) amend in this 8-K?
Workhorse amended two existing agreements with Motive GM Holdings II LLC: the Cash Flow Credit Agreement and the Customer Order Credit Agreement, both originally dated December 15, 2025 and previously modified on April 25, 2026, to rebalance commitments and adjust related terms.

How did Workhorse change its Cash Flow Credit Agreement commitment?
Workhorse increased the commitment under its Cash Flow Credit Agreement from $20,000,000 to $30,000,000. This larger commitment provides more borrowing capacity tied to cash flow, subject to the agreement’s conditions and the amended terms outlined in Omnibus Amendment No. 2 dated June 16, 2026.

What happened to the Customer Order Credit Agreement commitment for WKHS?
The Customer Order Credit Agreement commitment was reduced from $30,000,000 to $20,000,000. This change, made through Omnibus Amendment No. 2, shifts the balance of Workhorse’s available credit away from customer order-based borrowing toward the expanded cash flow-based facility.

When will interest start on Workhorse’s additional $10 million Cash Flow commitment?
Interest payments on the additional $10,000,000 commitment under the Cash Flow Credit Agreement are deferred until the first Interest Payment Date occurring after September 30, 2026. This deferral delays cash interest expense on that incremental portion for several interest periods.

Why is Workhorse issuing warrants in connection with these credit amendments?
As consideration for the amendments, Workhorse must issue warrants to purchase equity interests in the company. The warrants must be issued within 45 days of Omnibus Amendment No. 2, or a later lender-approved date, with the warrant terms and quantity to be mutually agreed.

Does Omnibus Amendment No. 2 create a new off-balance sheet obligation for WKHS?
The filing presents the amendment under items covering material definitive agreements and direct financial obligations. It references potential obligations under an off-balance sheet arrangement framework but centers on modifying existing on-balance sheet credit agreements with Motive GM Holdings II LLC.

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Understanding 8-K Material Events →
0001425287falseNasdaq00014252872026-06-162026-06-16

___________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026
___________________________________
WORKHORSE GROUP INC.
(Exact name of registrant as specified in its charter)
___________________________________
Nevada
001-37673
26-1394771
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification Number)
48443 Alpha Drive #190, Wixom, Michigan 48393
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (888) 646-5205


(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value
WKHS
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01. Entry into a Material Definitive Agreement.

Omnibus Amendment No. 2 to Credit Agreements

On June 16, 2026, Workhorse Group Inc. (“Workhorse” or the “Company”) entered into an Omnibus Amendment No. 2 to Credit Agreements (the “Omnibus Amendment No. 2”), which amends the Company’s (i) Credit Agreement (Customer Orders) (the “Customer Order Credit Agreement”) and (ii) Credit Agreement (Cash Flow) (the “Cash Flow Credit Agreement” and together with the Customer Order Credit Agreement, the “Credit Agreements”), each dated as of December 15, 2025, by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and Motive GM Holdings II LLC (“MGMH”), as lender, each as amended by that certain Omnibus Amendment No. 1, dated as of April 25, 2026, by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and MGMH, as lender.

The Omnibus Amendment No. 2 (i) amends the Cash Flow Credit Agreement to increase the Commitment (as defined in the Omnibus Amendment No. 2) thereunder from $20,000,000 to $30,000,000 in accordance with Section 10.01 of the Cash Flow Credit Agreement, (ii) amends the Cash Flow Credit Agreement to defer interest payments on the additional $10,000,000 Commitment until the first Interest Payment Date (as defined in the Cash Flow Credit Agreement) occurring after September 30, 2026, (iii) amends the Customer Order Credit Agreement to reduce the Commitment thereunder from $30,000,000 to $20,000,000 in accordance with Section 10.01 of the Customer Order Credit Agreement and (iv) obligates the Company to issue warrants to purchase equity interests in the Company within 45 days of the execution of the Omnibus Amendment No. 2 or such later date as the lender agrees, with terms and in number to be mutually agreed, as consideration for the amendments therein.

The foregoing summary and description of the Omnibus Amendment No. 2 are not and do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Omnibus Amendment No. 2, a copy of which is filed as Exhibit 10.1 is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by this Item 2.03, the information related to the Omnibus Amendment No. 2 set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(a) Exhibits.

Exhibit NumberDescription
10.1
Omnibus Amendment No. 2, dated as of June 16, 2026, by and among Workhorse Group Inc., as borrower, the subsidiary guarantors party thereto and Motive GM Holdings II LLC, as lender.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 hereunto duly authorized.

WORKHORSE GROUP INC.
Date: June 17, 2026By: /s/ Robert M. Ginnan
Name: Robert M. Ginnan
Title: Chief Financial Officer


Source: View Original Filing on SEC EDGAR

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