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Workhorse Group (NASDAQ: WKHS) adopts 2026 cash incentive plan for executives

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Workhorse Group Inc. approved a new Short-Term Incentive Plan (STIP) on July 20, 2026, effective January 1, 2026, covering the principal executive officer, principal financial officer and other named executive officers. The plan is designed to make a portion of annual cash compensation dependent on achieving defined performance goals.

For 2026, performance for these officers will be measured 50% on adjusted EBITDA and 50% on revenue. The Chief Executive Officer, Chief Financial Officer and Executive Vice President, Operations each have a 50% of base salary target opportunity, with actual payouts ranging from 0% to 150% of target based on results. The compensation committee may adjust targets, formulas, or cancel bonuses before they are earned. Participants generally must be employed on the payment date, subject to provisions for death, disability, qualifying retirement and change in control, and all awards remain subject to any company forfeiture, recoupment or clawback policies.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CEO target bonus 50% of annual base salary Target payout for fiscal 2026 performance under the STIP for the Chief Executive Officer
CFO target bonus 50% of annual base salary Target payout for fiscal 2026 performance under the STIP for the Chief Financial Officer
EVP Operations target bonus 50% of annual base salary Target payout for fiscal 2026 performance under the STIP for the Executive Vice President, Operations
Payout range 0% to 150% of target Range of potential payouts for 2026 STIP performance for the officers
Short-Term Incentive Plan financial
"approved the Company <b>Short-Term Incentive Plan</b> (the “STIP”)"
adjusted EBITDA financial
"initial metrics chosen by the Committee for 2026 performance include <b>adjusted EBITDA</b>"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
clawback financial
"subject to any then-applicable policy relating to forfeiture, recoupment or <b>clawback</b>"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
change in control regulatory
"subject to provisions relating to termination ... and the <b>change in control</b> provisions"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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FAQ

What compensation plan did WKHS approve for executives in 2026?

Workhorse Group (WKHS) approved a Short-Term Incentive Plan effective January 1, 2026, for key executives. It ties a portion of their cash compensation to specific annual performance goals, replacing purely fixed-pay structures with performance-based bonuses.

Which performance metrics drive the 2026 STIP bonuses at WKHS?

The 2026 STIP for WKHS executives is based 50% on adjusted EBITDA and 50% on revenue. These two metrics determine the annual cash bonus calculation, subject to the compensation committee’s discretion to adjust methodology and targets before bonuses are earned.

What are the 2026 bonus targets for WKHS’s CEO, CFO and EVP Operations?

For 2026, WKHS set each of the CEO, CFO and Executive Vice President, Operations a 50% of base salary target bonus under the STIP. Actual payouts can be higher or lower depending on performance against adjusted EBITDA and revenue goals.

What payout range can WKHS executives earn under the 2026 STIP?

Under the 2026 STIP, WKHS executives may receive from 0% to 150% of target bonus. The actual payout depends on performance versus goals, with the compensation committee retaining authority to adjust or cancel bonuses before they are earned.

Are WKHS STIP bonuses subject to clawback or employment conditions?

Yes. WKHS requires STIP participants generally to be employed on the payment date, with exceptions for death, disability, qualifying retirement and change in control. Awards are also subject to any applicable forfeiture, recoupment or clawback policies in effect.
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___________________________________
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): July 20, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2026 the Human Resource Management and Compensation Committee (the “Committee”) of the Board of Directors of Workhorse Group Inc. (the “Company”) approved the Company Short-Term Incentive Plan (the “STIP”), effective as of January 1, 2026, and established fiscal year 2026 target opportunities thereunder for the Company’s principal executive officer, principal financial officer and applicable named executive officers (the “Officers”). The STIP was adopted for the purpose of motivating and rewarding participants by making a portion of their cash compensation dependent on the achievement of certain performance goals.

The STIP provides for annual award payouts based on performance metrics and targets selected by the Committee in its discretion for each performance year, which may include operational, financial or other metrics. The initial metrics chosen by the Committee for 2026 performance for the Officers include adjusted EBITDA and revenue, each weighted at 50%.

Each Officer will be awarded a target opportunity for each fiscal year, expressed as a percentage of such participant’s base salary. The target payouts for 2026 performance for the Officers under the STIP are as follows:

Name
Target Payout (as a percentage of annual base salary for fiscal 2026)
Scott Griffith, Chief Executive Officer
50%
Jody Davis, Chief Financial Officer
50%
Joshua Anderson, Executive Vice President, Operations
50%

Actual payouts to the Officers will depend on the level of performance achieved, and for 2026 performance, may range from 0% to 150% of target.

The Committee has the authority to change the target payouts and amend or cancel an annual bonus, prior to the date on which the annual bonus is earned and vested, and may also make adjustments to the terms and conditions of, and the performance targets and other criteria included in, the methodology to be used to calculate participants’ annual bonuses.

A participant generally must be employed on the payment date to be eligible to receive a payout under the STIP, subject to provisions relating to termination of employment due to death, disability or a qualifying retirement and the change in control provisions of the STIP.

Annual awards under the STIP are subject to any then-applicable policy of the Company relating to forfeiture, recoupment or clawback of incentive or performance awards to employees.

The above description of the material terms of the STIP is qualified in its entirety by reference to the STIP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.





Item 9.01. Financial Statements and Exhibits.

(a) Exhibits.

Exhibit NumberDescription
10.1
Workhorse Group Inc. Short-Term Incentive Plan
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: July 23, 2026By: /s/ Jody Davis
Name: Jody Davis
Title: Chief Financial Officer


Filing Exhibits & Attachments

4 documents