Workhorse Group Inc. (WKHS) director converts RSUs and sells 5,051 shares

Rhea-AI Filing Summary

Workhorse Group Inc. director Jacqueline A. Dedo reported insider transactions dated December 15, 2025. She acquired 5,051 shares of common stock at a price of $0 through the conversion of derivative equity, then sold 5,051 shares at $6.51 per share, and held 156 shares directly afterward.

The transactions relate to restricted stock units granted on August 18, 2025. Under an Agreement and Plan of Merger dated August 15, 2025 involving Workhorse and Motiv Power Systems, Inc., all outstanding equity awards vested immediately before the merger’s effective time, and these units settled in cash based on the fair market value of the common stock. All share amounts reported reflect prior reverse stock splits of 1-for-20, 1-for-12.5, and 1-for-12 completed in 2024 and 2025.

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^*

DEDO JACQUELINE A

(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	5,207	D
Common Stock, $0.001 par value per share	12/15/2025		S		5,051(1)(2)(3)	D	$6.51	156	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	(1)	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 Jacqueline A. Dedo	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Workhorse Group Inc. (WKHS) director Jacqueline A. Dedo report on December 15, 2025?

On December 15, 2025, Jacqueline A. Dedo, a director of Workhorse Group Inc., reported acquiring 5,051 shares of common stock at a price of $0 via conversion of derivative equity and then selling 5,051 shares of common stock at $6.51 per share.

How many Workhorse Group (WKHS) shares did Jacqueline A. Dedo sell and what was the sale price?

Dedo reported selling 5,051 shares of Workhorse Group common stock at a price of $6.51 per share on December 15, 2025, leaving her with 156 shares held directly.

What restricted stock units were involved in this Workhorse Group Inc. (WKHS) insider transaction?

The transaction involved restricted stock units (RSUs) granted on August 18, 2025. Table II shows RSUs covering 5,051 shares of common stock with an exercise price of $0, and following the reported transaction, 0 derivative securities remained beneficially owned.

How did Workhorse Group’s reverse stock splits affect the share amounts reported for this insider activity?

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. The share amounts in this insider report were adjusted to reflect these reverse splits, which reduced the number of shares held and proportionally adjusted outstanding equity awards.

What merger-related provisions affected Workhorse Group Inc. (WKHS) equity awards and RSUs in this report?

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