Workhorse Group Inc. (WKHS) officer details equity award cash settlements

Rhea-AI Filing Summary

Workhorse Group Inc. officer Stanley R. March, VP of Corporate Development, reported activity in equity awards and common stock on 12/15/2025. He exercised 106 restricted stock units, 20 performance share units, and 158 additional performance share units into common stock at an exercise price of $0 and sold the resulting shares at $6.51 per share. After these transactions he beneficially owned 98 common shares directly and 23 shares indirectly through an IRA.

The disclosure notes that these awards were affected by several reverse stock splits, including 1-for-20, 1-for-12.5 and 1-for-12 splits completed between June 2024 and December 2025, which reduced share counts and adjusted outstanding equity awards. Under an August 15, 2025 Merger Agreement involving Motiv Power Systems, Inc., all outstanding Company equity awards vested immediately before the merger’s effective time, with performance-based awards deemed achieved at target 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^*

March Stanley Raymond

(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)
	VP, Corporate Development

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		106(1)(2)(3)	A	$0	204	D
Common Stock, $0.001 par value per share	12/15/2025		S		106(1)(2)(3)	D	$6.51	98	D
Common Stock, $0.001 par value per share	12/15/2025		M		20(1)(2)(4)	A	$0	118	D
Common Stock, $0.001 par value per share	12/15/2025		S		20(1)(2)(4)	D	$6.51	98	D
Common Stock, $0.001 par value per share	12/15/2025		M		158(1)(2)(5)	A	$0	256	D
Common Stock, $0.001 par value per share	12/15/2025		S		158(1)(2)(5)	D	$6.51	98	D
Common Stock, $0.001 par value per share								23	I	By IRA

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			106(1)(2)(3)	02/21/2027	02/21/2027	Common Stock, $0.001 par value per share	106	$0	0	D
Performance Share Units	(4)	12/15/2025		M			20(1)(2)(4)	12/31/2025	12/31/2025	Common Stock, $0.001 par value per share	20	$0	0	D
Performance Share Units	(5)	12/15/2025		M			158(1)(2)(5)	12/23/2026	12/23/2026	Common Stock, $0.001 par value per share	158	$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 Stanley R. March	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Workhorse Group Inc. (WKHS) report on 12/15/2025?

The filing reports that officer Stanley R. March, VP of Corporate Development, exercised 106 restricted stock units, 20 performance share units, and 158 additional performance share units into common stock at an exercise price of $0 and sold the resulting shares at $6.51 per share on 12/15/2025.

How many Workhorse Group Inc. (WKHS) shares does the insider hold after these transactions?

Following the reported transactions, the insider beneficially owns 98 shares of Workhorse Group Inc. common stock directly and 23 shares indirectly through an IRA.

What reverse stock splits affected the Workhorse Group Inc. (WKHS) share amounts in this Form 4?

The share amounts reflect 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, which reduced share counts and proportionally adjusted outstanding equity awards.

How were Workhorse Group Inc. (WKHS) RSUs described in this insider report?

The Form 4 notes that 106 restricted stock units (RSUs) granted on February 21, 2024 vested in accordance with the Merger Agreement and settled in cash at the effective time of the merger based on the fair market value of the Company’s common stock.

What happened to the performance share units (PSUs) reported for Workhorse Group Inc. (WKHS)?

The filing explains that performance share units granted on May 2, 2023 (20 units) and February 21, 2024 (158 units) vested under the Merger Agreement, with performance deemed achieved at target, and each PSU settled in cash at the merger’s effective time based on the fair market value of the common stock.

What merger-related terms affected the Workhorse Group Inc. (WKHS) equity awards in this filing?

Under 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., all of the Company’s outstanding equity awards vested immediately prior to the effective time of the merger, with performance awards treated as achieved at target.