Magness-linked entities list 6.63M Workhorse (NASDAQ: WKHS) shares

Rhea-AI Filing Summary

Workhorse Group Inc. insider filing: Entities associated with investor and director Gary Magness report beneficial ownership of 6,629,800 shares of Workhorse Group Inc. common stock. The holding is shown as directly held, with footnotes explaining that Motive Holdings II LLC and GMIT Lending Company, LLC may be deemed to beneficially own these securities based on their management structure.

Gary Magness is described as managing member or manager of these entities and may be deemed to beneficially own the reported shares through those roles, while each reporting person expressly disclaims beneficial ownership except to the extent of its or his pecuniary interest. The statement is filed as a joint filing under a joint filing agreement.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Motive GM Holdings II, LLC

(Last) (First) (Middle)

4643 SOUTH ULSTER STREET

SUITE 1400

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2025

3. Issuer Name and Ticker or Trading Symbol
Workhorse Group Inc. [ WKHS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/29/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,629,800	D(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Motive GM Holdings II, LLC

(Last) (First) (Middle)

4643 SOUTH ULSTER STREET

SUITE 1400

(Street)

DENVER CO 80237

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MAGNESS GARY D

(Last) (First) (Middle)

4643 SOUTH ULSTER STREET

SUITE 1400

(Street)

DENVER CO 80237

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GMIT Lending Company, LLC

(Last) (First) (Middle)

4643 SOUTH ULSTER STREET

SUITE 1400

(Street)

DENVER CO 80237

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Mr. Magness serves as the managing member (and in such capacity may be deemed to beneficially own the securities reported herein). Voting and dispositive power over the securities owned by Motive GM Holdings II LLC is exercised by in his capacity as manager.

2. GMIT Lending Company, LLC, for which Mr. Magness also serves as manager, may be deemed to beneficially own the securities reported herein by virtue of its management structure. Each Reporting Person disclaims beneficial ownership of the securities reported except to the extent of its or his pecuniary interest therein.

3. The inclusion of the securities reported herein shall not be deemed an admission of beneficial ownership by any Reporting Person for Section 16 or any other purpose.

Remarks:

This Form 3 is filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement filed as Exhibit 99.1.

	By: /s/ Gary Magness, Motive GM Holdings II LLC	01/22/2026
	By: /s/ Gary Magness	01/22/2026
	By: /s/ Gary Magness, Motive GMIT Lending Company, LLC	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the WKHS Form 3/A filing disclose about share ownership?

The filing shows that entities associated with Gary Magness report beneficial ownership of 6,629,800 shares of Workhorse Group Inc. common stock, held in a direct ownership form with detailed footnotes on how that ownership is attributed.

Who are the reporting persons in this Workhorse Group (WKHS) Form 3/A?

The reporting persons include Gary Magness and entities Motive Holdings II LLC and GMIT Lending Company, LLC, which are associated with him through his roles as managing member or manager and are filing jointly under a joint filing agreement.

What role does Gary Magness have at Workhorse Group Inc. (WKHS)?

The filing indicates that Gary Magness is a director of Workhorse Group Inc., and the ownership report is made in that capacity along with his related investment entities.

Do Gary Magness and the related entities claim full beneficial ownership of the WKHS shares?

No. The filing states that each reporting person disclaims beneficial ownership of the securities reported except to the extent of its or his pecuniary interest in those shares.

How are Motive Holdings II LLC and GMIT Lending Company, LLC involved with the WKHS shares?

The filing explains that Motive Holdings II LLC and GMIT Lending Company, LLC may be deemed to beneficially own the reported shares because voting and dispositive power is exercised through their management structure, in which Gary Magness serves as managing member or manager.

Is this Workhorse Group (WKHS) Form 3/A a joint filing?

Yes. The document states that it is filed jointly by the reporting persons pursuant to a Joint Filing Agreement identified as Exhibit 99.1.