Workhorse Group Inc. (WKHS) director sells 1,894 shares after RSU vesting

Rhea-AI Filing Summary

Workhorse Group Inc. director Alan S. Henricks reported a stock transaction involving restricted stock units and common shares. On December 15, 2025, 1,894 restricted stock units converted into 1,894 shares of common stock at a price of $0 per share, and the same 1,894 shares were then sold at $6.51 per share, leaving 0 shares of common stock beneficially owned directly after the transaction.

The filing explains that Workhorse completed three reverse stock splits on June 17, 2024, March 17, 2025, and December 8, 2025, which reduced share counts and adjusted equity awards. It also notes an Agreement and Plan of Merger dated August 15, 2025 with Omaha entities and Motiv Power Systems, under which all outstanding equity awards vest immediately before the merger’s effective time, with these August 18, 2025 RSUs vesting and settling in cash based on the fair market value of the 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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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^*

Henricks Alan S.

(Last) (First) (Middle)

C/O WORKHORSE GROUP INC.

3600 PARK 42, 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		1,894(1)(2)(3)	A	$0	1,894	D
Common Stock, $0.001 par value per share	12/15/2025		S		1,894(1)(2)(3)	D	$6.51	0	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			1,894(1)(2)(3)	02/18/2026	02/18/2026	Common Stock, $0.001 par value per share	1,894	$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/ Alan S. Henricks	12/15/2025
	** 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 stock transaction did Workhorse Group (WKHS) report in this Form 4?

The Form 4 reports that director Alan S. Henricks had 1,894 restricted stock units convert into 1,894 shares of Workhorse Group common stock at $0 per share on December 15, 2025, and then sold those 1,894 shares at $6.51 per share, resulting in 0 shares of common stock beneficially owned directly afterward.

How is the reporting person related to Workhorse Group (WKHS)?

The reporting person, Alan S. Henricks, is identified in the filing as a Director of Workhorse Group Inc.

What do the 1,894 restricted stock units (RSUs) for Workhorse Group (WKHS) represent?

The 1,894 RSUs represent restricted stock units granted on August 18, 2025. Under the described merger arrangements, each RSU vests and settles in cash at the effective time of the merger based on the fair market value of Workhorse Group’s common stock, and this Form 4 shows the related conversion and sale activity.

What stock splits affecting Workhorse Group (WKHS) are mentioned?

The filing notes three reverse stock splits of Workhorse Group common stock: 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. All share and award amounts reported have been adjusted for these reverse splits.

How did the merger agreement affect Workhorse Group (WKHS) equity awards in this filing?

An Agreement and Plan of Merger dated August 15, 2025 among Workhorse Group, Omaha Intermediate entities, Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc. provides that all of the company’s outstanding equity awards vest immediately prior to the merger’s effective time, with performance-based awards deemed earned at target. The RSUs reported here vest and settle in cash based on the common stock’s fair market value under that agreement.

What is the ownership status of the director’s derivative securities after this Workhorse (WKHS) transaction?

After the reported activity, the number of derivative securities (the 1,894 RSUs) beneficially owned is listed as 0 in the derivative securities table, and ownership is shown as direct before being reduced to zero.