Workhorse Group Inc. (WKHS) CTO details RSU and PSU payouts in merger

Rhea-AI Filing Summary

Workhorse Group Inc. chief technology officer Joshua J. Anderson reported multiple equity award transactions dated December 15, 2025. The Form 4 shows the exercise of 110 restricted stock units and 21 and 165 performance share units into common stock at a $0 exercise price, followed by same-day sales of the related common shares at $6.51 per share. After these trades, he directly owns 104 shares of Workhorse common stock.

The filing notes several reverse stock splits: 1-for-20 on June 17, 2024, 1-for-12.5 on March 17, 2025, and 1-for-12 on December 8, 2025, and states that all reported security amounts are adjusted for these actions. It also describes an Agreement and Plan of Merger dated August 15, 2025 among Workhorse, Omaha Intermediate 2, Inc., Omaha Intermediate, Inc., Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc., under which all outstanding equity awards vested immediately before the merger effective time, with RSUs and PSUs settling in cash based on the fair market value of Workhorse 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^*

Anderson Joshua Joseph

(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)
	Chief Technology Officer

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		110(1)(2)(3)	A	$0	214	D
Common Stock, $0.001 par value per share	12/15/2025		S		110(1)(2)(3)	D	$6.51	104	D
Common Stock, $0.001 par value per share	12/15/2025		M		21(1)(2)(4)	A	$0	125	D
Common Stock, $0.001 par value per share	12/15/2025		S		21(1)(2)(4)	D	$6.51	104	D
Common Stock, $0.001 par value per share	12/15/2025		M		165(1)(2)(5)	A	$0	269	D
Common Stock, $0.001 par value per share	12/15/2025		S		165(1)(2)(5)	D	$6.51	104	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			110(1)(2)(3)	02/21/2027	02/21/2027	Common Stock, $0.001 par value per share	110	$0	0	D
Performance Share Units	(4)	12/15/2025		M			21(1)(2)(4)	12/31/2025	12/31/2025	Common Stock, $0.001 par value per share	21	$0	0	D
Performance Share Units	(5)	12/15/2025		M			165(1)(2)(5)	12/31/2026	12/31/2026	Common Stock, $0.001 par value per share	165	$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 Joshua J. Anderson	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Workhorse Group (WKHS) report for its CTO?

The chief technology officer, Joshua J. Anderson, reported that on December 15, 2025 he exercised 110 restricted stock units and 21 and 165 performance share units into Workhorse common stock at a $0 exercise price, then sold the related common shares at $6.51 per share.

How many Workhorse Group (WKHS) shares does the CTO own after these Form 4 transactions?

Following the reported transactions, the Form 4 shows that Joshua J. Anderson directly owns 104 shares of Workhorse Group Inc. common stock.

How are RSUs and PSUs treated in this Workhorse Group (WKHS) filing?

The filing explains that RSUs granted on February 21, 2024 and PSUs granted on May 2, 2023 and February 21, 2024 vested in connection with a merger and each award vested and settled in cash based on the fair market value of Workhorse common stock.

What reverse stock splits does Workhorse Group (WKHS) reference in this Form 4?

Workhorse Group Inc. discloses three reverse stock splits: a 1-for-20 split on June 17, 2024, a 1-for-12.5 split on March 17, 2025, and a 1-for-12 split on December 8, 2025, and notes that all reported amounts are adjusted for these splits.

What merger-related terms affect equity awards in this Workhorse Group (WKHS) insider filing?

The document describes 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., under which all of the company's outstanding equity awards vested immediately before the merger effective time, with performance deemed achieved at target.

Are any derivative securities left for the Workhorse Group (WKHS) CTO after these transactions?

In Table II, restricted stock units and performance share units with underlying amounts of 110, 21, and 165 are shown with a $0 exercise price and 0 derivative securities beneficially owned after the reported transactions.