Workhorse Group Inc. (WKHS) director sells 5,051 shares after RSU move

Rhea-AI Filing Summary

Workhorse Group Inc. director Jean Botti reported insider transactions in the company’s common stock dated 12/15/2025. Botti acquired 5,051 shares at a price of $0 through the conversion of previously granted restricted stock units, then sold 5,051 shares at $6.51 per share, and now directly owns 143 shares.

The disclosure explains that all share amounts have been adjusted for three reverse stock splits completed on June 17, 2024, March 17, 2025, and December 8, 2025. It also notes that under an Agreement and Plan of Merger dated August 15, 2025, involving Motiv Power Systems, all of the company’s outstanding equity awards vested immediately before the merger’s effective time, and the reported restricted stock units vested and settled 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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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^*

Botti Jean

(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	5,194	D
Common Stock, $0.001 par value per share	12/15/2025		S		5,051(1)(2)(3)	D	$6.51	143	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			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 Jean Botti	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

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

A Workhorse Group Inc. director, Jean Botti, reported acquiring 5,051 shares of common stock at a price of $0 through restricted stock units and then selling 5,051 shares at $6.51 per share on 12/15/2025.

How many Workhorse Group (WKHS) shares does the director own after the transaction?

After the reported transactions, director Jean Botti directly owns 143 shares of Workhorse Group Inc. common stock.

What role did restricted stock units (RSUs) play in this Workhorse (WKHS) insider trade?

The reported transaction involved restricted stock units that converted into 5,051 shares of common stock at an exercise price of $0, which were then sold on the same date. The RSUs had been granted on 08/18/2025.

How did reverse stock splits affect the share counts in this Workhorse (WKHS) report?

The share amounts in the report were adjusted for three reverse stock splits: a 1-for-20 split on 06/17/2024, a 1-for-12.5 split on 03/17/2025, and a 1-for-12 split on 12/08/2025, which reduced the number of shares and proportionally adjusted equity awards.

What does the merger agreement mentioned in the Workhorse (WKHS) filing say about equity awards?

Under the Agreement and Plan of Merger dated 08/15/2025, all of Workhorse’s outstanding equity awards vested immediately before the merger’s effective time, with performance (if applicable) deemed achieved at target. The reported RSUs vested and settled in cash at the effective time based on the fair market value of the common stock.

Which companies are involved in the merger referenced in the Workhorse (WKHS) insider report?

The merger agreement dated 08/15/2025 is among Workhorse Group Inc., Omaha Intermediate 2, Inc., Omaha Intermediate, Inc., Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc..