[Form 4] Workhorse Group, Inc Insider Trading Activity

Rhea-AI Filing Summary

Richard F. Dauch, who serves as Chief Executive Officer and a director of Workhorse Group Inc. (WKHS), was granted 60,607 restricted stock units (RSUs) on 08/18/2025. Each RSU represents the contingent right to one share of common stock that vests on 02/18/2026. The company’s board may elect to settle vested RSUs in cash instead of shares. Following the grant, the reporting person beneficially owns 60,607 RSUs (direct).

Positive

• Alignment of interests: RSUs tie the CEO’s compensation to company equity performance through vesting.
• Retention incentive: A one-year vesting schedule supports short-term retention of the CEO through 02/18/2026.

Negative

• Potential dilution or cash cost: Board discretion to settle in cash or shares could either dilute existing shareholders or create cash outflows.
• Limited disclosure of valuation or performance criteria: Filing does not state grant value or performance conditions, making impact assessment incomplete.

Insights

Corporate Governance Expert

TL;DR: A routine executive equity grant to align CEO incentives with shareholder outcomes; settlement flexibility could affect dilution.

The RSU award to the CEO is a standard retention and incentive tool that ties compensation to future share performance through a fixed vesting date of 02/18/2026. The board’s discretion to settle in cash introduces an alternative cost profile for the company: cash settlement avoids share dilution but can create near-term cash obligations. The disclosure shows direct beneficial ownership of 60,607 RSUs but does not provide prior holdings, grant valuation, or vesting conditions beyond the single vesting date, limiting assessment of total compensation impact.

Executive Compensation Analyst

TL;DR: Material for compensation monitoring but not a definitive signal on performance expectations or governance changes.

This grant size (60,607 RSUs) is disclosed as a single, time-based tranche vesting on 02/18/2026, indicating a one-year retention horizon. The form states each RSU equals one share upon vesting and may be cash-settled at the board’s option, which affects whether dilution or cash expense will ultimately occur. The filing lacks fair-value, grant-date valuation, prior grant comparison, or payout triggers tied to performance, so the award appears time-based rather than performance-contingent.

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^*

DAUCH RICHARD F

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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:

	Arthur McMahon, attorney-in-fact for Richard F. Dauch	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 Richard F. Dauch report on Form 4 for WKHS?

He reported a grant of 60,607 RSUs to be issued to him, vesting on 02/18/2026 and generally convertible into one share per RSU.

When do the RSUs granted to the CEO vest?

The RSUs vest on 02/18/2026.

Can the RSUs be settled in cash for WKHS insiders?

Yes. The company’s board may elect to settle vested RSUs in cash instead of issuing shares.

How many shares will Richard F. Dauch beneficially own after the reported transaction?

60,607 RSUs are reported as beneficially owned following the transaction.

Is this RSU grant performance-based or time-based?

The filing describes a time-based RSU vesting date only; no performance conditions are disclosed.