[Form 4] Workhorse Group, Inc Insider Trading Activity

Rhea-AI Filing Summary

Workhorse Group Inc. director Pamela S. Mader was granted 60,607 restricted stock units (RSUs) on 08/18/2025, each representing a contingent right to one share of common stock (ticker: WKHS). The RSUs vest on February 18, 2026, and upon vesting the company’s board may settle them in cash instead of shares. Following the grant, the reporting person beneficially owns 60,607 shares attributable to these RSUs, held in a direct ownership form. The Form 4 was filed by a single reporting person and signed by an attorney-in-fact on 08/20/2025.

Positive

• Alignment with shareholders: Granting RSUs ties director compensation to company equity performance.
• Retention incentive: Vesting date provides a short-term retention mechanism for the director.

Negative

• Potential cash impact: Board discretion to settle RSUs in cash could create near-term cash obligations.
• Uncertainty on dilution: Settlement in shares would increase outstanding share count by 60,607 upon vesting.

Insights

Corporate Governance Expert

TL;DR: A routine director equity grant aligns compensation with shareholder interests but includes cash settlement flexibility.

The award of 60,607 RSUs to a director is a standard governance practice to retain and incentivize board members by aligning pay with company performance and share value. The vesting date roughly six months after grant suggests a short-term retention or alignment objective. The board’s discretion to settle in cash introduces potential dilution mitigation but could also increase near-term cash outflows if exercised as cash, depending on the board’s choice.

Securities Analyst

TL;DR: Non-derivative RSU grant is material for insider holdings disclosure but not immediately dilutive until settlement.

This Form 4 discloses a non-derivative grant of RSUs that convert to common shares upon vesting. The grant increases the reporting person’s potential share count by 60,607, which is relevant for insider ownership metrics. Because settlement may be cash, the immediate impact on share count and market capitalization is uncertain until the board elects settlement method at vesting.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Mader Pamela S.

(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)
08/18/2025

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

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	(1)	08/18/2025		A		60,607		02/18/2026(1)	02/18/2026(1)	Common Stock, $0.001 par value per share	60,607	$0	60,607	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of common stock of Workhorse Group Inc. (the "Company"), vesting on February 18, 2026. Upon vesting, the RSUs may be settled in cash at the discretion of the Company's Board of Directors.

Remarks:

	/s/ Arthur McMahon, attorney-in-fact for Pamela S. Mader	08/20/2025
	** 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).
** 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 did Pamela S. Mader report on Form 4 for WKHS?

The Form 4 reports a grant of 60,607 RSUs to Pamela S. Mader on 08/18/2025, vesting on 02/18/2026.

Do the RSUs reported on the Form 4 immediately increase WKHS share count?

No. The RSUs are contingent rights that convert to shares upon vesting; the company may instead settle them in cash, so immediate dilution is not certain.

What ownership does Pamela Mader have after the reported transaction?

Following the reported grant, the reporting person beneficially owns 60,607 RSUs in direct form attributable to the grant.

When do the RSUs vest according to the filing?

The RSUs vest on February 18, 2026 as stated in the Form 4.

Who signed the Form 4 filing for Pamela Mader?

The Form 4 was signed by Arthur McMahon, attorney-in-fact for Pamela S. Mader on 08/20/2025.