Workhorse Group Inc. (WKHS) director reports RSU vesting and stock sale

Rhea-AI Filing Summary

Workhorse Group Inc. director reports merger-related stock transaction. On 12/15/2025, a reporting person serving as a director of Workhorse Group Inc. converted 5,051 restricted stock units into common stock at an exercise price of $0, then sold 5,051 shares of common stock at $6.51 per share. After these transactions, the director beneficially owned 133 shares of Workhorse common stock directly.

The disclosure notes that Workhorse completed multiple reverse stock splits on June 17, 2024, March 17, 2025, and December 8, 2025, which reduced the number of shares and adjusted equity awards. It also explains that, under an Agreement and Plan of Merger dated August 15, 2025, all outstanding equity awards vested immediately before the merger, with performance goals deemed met at target, and that the reported restricted stock units were granted on August 18, 2025 and vested in connection with the merger.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

QUIGLEY WILLIAM G III

(Last) (First) (Middle)

C/O WORKHORSE GROUP INC.

3600 PARK 42 DRIVE, SUITE 160E

(Street)

SHARONVILLE OH 45241

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value per share	12/15/2025		M		5,051(1)(2)(3)	A	$0	5,184	D
Common Stock, $0.001 par value per share	12/15/2025		S		5,051(1)(2)(3)	D	$6.51	133	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	12/15/2025		M			5,051(1)(2)(3)	02/18/2026	02/18/2026	Common Stock, $0.001 par value per share	5,051	$0	0	D

Explanation of Responses:

1. On June 17, 2024, Workhorse Group Inc. (the "Company") effected a 1-for-20 reverse split of the Company's common stock. On March 17, 2025, the Company effected a 1-for-12.5 reverse split of the Company's common stock. On December 8, 2025, the Company effected a 1-for-12 reverse split of the Company's common stock. The reverse stock splits resulted in a reduction in the number of shares held by the reporting person and proportional adjustments to the Company's outstanding equity awards. Accordingly, all amounts of securities reported in this Form 4 have been adjusted to reflect the foregoing reverse stock splits.

2. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 15, 2025, by and among the Company, Omaha Intermediate 2, Inc., Omaha Intermediate, Inc., Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc., all of the Company's outstanding equity awards vested immediately prior to the effective time of the merger, with (to the extent applicable) performance deemed achieved at target.

3. Represents Restricted Stock Units ("RSUs") granted by the Company to the reporting person on August 18, 2025. In accordance with the Merger Agreement, each RSU vested and settled in cash at the effective time of the merger based on the fair market value of the Company's common stock.

Remarks:

	/s/ Arthur McMahon, attorney-in-fact for William G. Quigley, III	12/17/2025
	** 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 4 (b)(v).
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FAQ

What insider transaction did Workhorse Group Inc. (WKHS) disclose in this Form 4?

The disclosure shows a Workhorse Group Inc. director converted 5,051 restricted stock units into common stock at an exercise price of $0 on 12/15/2025 and sold 5,051 shares of common stock at $6.51 per share on the same date.

How many Workhorse Group Inc. (WKHS) shares does the reporting person own after the transaction?

Following the reported transactions, the director beneficially owned 133 shares of Workhorse Group Inc. common stock, held directly.

What type of securities were involved in the Workhorse Group Inc. (WKHS) insider transaction?

The transaction involved restricted stock units (RSUs) that converted into common stock, $0.001 par value per share, and a sale of those common shares.

How do the reverse stock splits affect the Workhorse Group Inc. (WKHS) share numbers in this report?

The company completed reverse stock splits of 1-for-20 on June 17, 2024, 1-for-12.5 on March 17, 2025, and 1-for-12 on December 8, 2025. All share and award amounts in the report are adjusted to reflect these reverse splits.

What merger-related provisions affected the equity awards in this Workhorse Group Inc. (WKHS) filing?

Under an Agreement and Plan of Merger dated August 15, 2025, all outstanding equity awards vested immediately before the merger's effective time, with performance deemed achieved at target. The reported RSUs granted on August 18, 2025 vested and settled based on the fair market value of Workhorse common stock.

Was the Workhorse Group Inc. (WKHS) transaction related to a 10b5-1 trading plan?

The form includes a checkbox to indicate if a transaction was made under a Rule 10b5-1(c) trading plan, but the excerpt does not show that box marked for this reporting person.