Workhorse Group Inc. (WKHS) insider reports RSU and PSU vesting, share sales

Rhea-AI Filing Summary

Workhorse Group Inc.’s General Counsel reported insider transactions involving equity awards and common stock on December 15, 2025. The filing shows acquisitions of 198, 38, and 296 shares of common stock at $0 linked to vested RSUs and PSUs, followed by sales of the same share amounts at $6.51 per share. After these transactions, the reporting person directly holds 168 shares of Workhorse common stock.

The notes explain that Workhorse 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, reducing share counts and proportionally adjusting equity awards; all reported amounts reflect these splits. Under an Agreement and Plan of Merger dated August 15, 2025 among Workhorse, Omaha Intermediate entities, Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc., all outstanding equity awards vested immediately before the merger with performance deemed achieved at target, and the RSUs and PSUs described here vested and settled in cash based on the fair market value of Workhorse’s common stock.

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^*

Harrington James D.

(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)

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

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		198(1)(2)(3)	A	$0	366	D
Common Stock, $0.001 par value per share	12/15/2025		S		198(1)(2)(3)	D	$6.51	168	D
Common Stock, $0.001 par value per share	12/15/2025		M		38(1)(2)(4)	A	$0	206	D
Common Stock, $0.001 par value per share	12/15/2025		S		38(1)(2)(4)	D	$6.51	168	D
Common Stock, $0.001 par value per share	12/15/2025		M		296(1)(2)(5)	A	$0	464	D
Common Stock, $0.001 par value per share	12/15/2025		S		296(1)(2)(5)	D	$6.51	168	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	(2)	12/15/2025		M			198(1)(2)(3)	02/21/2027	02/21/2027	Common Stock, $0.001 par value per share	198	$0	0	D
Performance Share Units	(4)	12/15/2025		M			38(1)(2)(4)	12/31/2025	12/31/2025	Common Stock, $0.001 par value per share	38	$0	0	D
Performance Share Units	(5)	12/15/2025		M			296(1)(2)(5)	12/31/2026	12/31/2026	Common Stock, $0.001 par value per share	296	$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 February 21, 2024. 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.

4. Represents Performance Share Units ("PSUs") granted by the Company to the reporting person on May 2, 2023. In accordance with the Merger Agreement, each PSU vested and settled in cash at the effective time of the merger based on the fair market value of the Company's common stock.

5. Represents Performance Share Units ("PSUs") granted by the Company to the reporting person on February 21, 2024. In accordance with the Merger Agreement, each PSU 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 III, attorney-in-fact for James D. Harrington	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Workhorse Group (WKHS) report in this Form 4?

The Form 4 reports that Workhorse Group Inc.’s General Counsel acquired 198, 38, and 296 shares of common stock at $0 in connection with vested RSUs and PSUs and then sold those same amounts at $6.51 per share on December 15, 2025.

How many Workhorse Group (WKHS) shares does the reporting person own after the transactions?

Following the reported transactions, the General Counsel beneficially owns 168 shares of Workhorse Group Inc. common stock in direct ownership.

How were the RSUs and PSUs treated in connection with the Workhorse Group (WKHS) merger?

Under the August 15, 2025 Merger Agreement, all of Workhorse’s outstanding equity awards, including the RSUs and PSUs in this report, vested immediately prior to the effective time of the merger, with performance deemed achieved at target, and each such award vested and settled in cash based on the fair market value of the common stock.

What recent reverse stock splits has Workhorse Group (WKHS) completed?

Workhorse Group Inc. effected a 1‑for‑20 reverse split on June 17, 2024, a 1‑for‑12.5 reverse split on March 17, 2025, and a 1‑for‑12 reverse split on December 8, 2025, and all amounts in this Form 4 are adjusted for these splits.

What price was reported for the Workhorse Group (WKHS) shares sold in this filing?

The common stock sales reported in this Form 4 were executed at a price of $6.51 per share.

What is the earliest transaction date reported for this Workhorse Group (WKHS) insider activity?

The earliest transaction date reported for the General Counsel’s insider transactions in this Form 4 is December 15, 2025.

Which merger is referenced in this Workhorse Group (WKHS) insider filing?

The filing references an Agreement and Plan of Merger dated August 15, 2025 among Workhorse Group Inc., Omaha Intermediate 2, Inc., Omaha Intermediate, Inc., Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc.