STOCK TITAN

Workhorse Group (WKHS) CFO details stock sales and equity award vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Workhorse Group Inc.’s chief financial officer reported multiple equity transactions dated December 15, 2025. These include exercises of 211 restricted stock units and 40 and 316 performance share units at an exercise price of $0, followed by related sales of common stock at $6.51 per share, leaving relatively small direct shareholdings after the sales.

The equity activity is tied to an Agreement and Plan of Merger dated August 15, 2025 among Workhorse and entities including Motiv Power Systems, Inc., under which all outstanding company equity awards vested immediately prior to the merger’s effective time, with performance-based awards deemed achieved at target. The RSUs and PSUs reported here vested and settled in cash based on the fair market value of Workhorse’s common stock.

Workhorse previously completed 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 all share amounts in this report are adjusted for these actions.

Positive

  • None.

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Insider GINNAN ROBERT M
Role Chief Financial Officer
Sold 567 shs ($4K)
Type Security Shares Price Value
Exercise Restricted Stock Units 211 $0.00 --
Exercise Performance Share Units 40 $0.00 --
Exercise Performance Share Units 316 $0.00 --
Exercise Common Stock, $0.001 par value per share 211 $0.00 --
Sale Common Stock, $0.001 par value per share 211 $6.51 $1K
Exercise Common Stock, $0.001 par value per share 40 $0.00 --
Sale Common Stock, $0.001 par value per share 40 $6.51 $260.40
Exercise Common Stock, $0.001 par value per share 316 $0.00 --
Sale Common Stock, $0.001 par value per share 316 $6.51 $2K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Performance Share Units — 0 shares (Direct); Common Stock, $0.001 par value per share — 379 shares (Direct)
Footnotes (1)
  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. 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. 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. 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. 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.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
GINNAN ROBERT M

(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 Financial 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 211(1)(2)(3) A $0 379 D
Common Stock, $0.001 par value per share 12/15/2025 S 211(1)(2)(3) D $6.51 168 D
Common Stock, $0.001 par value per share 12/15/2025 M 40(1)(2)(4) A $0 208 D
Common Stock, $0.001 par value per share 12/15/2025 S 40(1)(2)(4) D $6.51 168 D
Common Stock, $0.001 par value per share 12/15/2025 M 316(1)(2)(5) A $0 484 D
Common Stock, $0.001 par value per share 12/15/2025 S 316(1)(2)(5) D $6.51 168 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 211(1)(2)(3) 02/21/2027 02/21/2027 Common Stock, $0.001 par value per share 211 $0 0 D
Performance Share Units (4) 12/15/2025 M 40(1)(2)(4) 12/31/2025 12/31/2025 Common Stock, $0.001 par value per share 40 $0 0 D
Performance Share Units (5) 12/15/2025 M 316(1)(2)(5) 12/31/2026 12/31/2026 Common Stock, $0.001 par value per share 316 $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, attorney-in-fact for Robert M. Ginnan 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 transactions did Workhorse Group (WKHS) report for its CFO on December 15, 2025?

The chief financial officer reported exercises of restricted stock units and performance share units at $0 exercise price, followed by sales of Workhorse Group common stock at $6.51 per share on December 15, 2025.

How many RSUs and PSUs are covered in this Workhorse Group (WKHS) insider report?

The report covers 211 restricted stock units granted February 21, 2024, plus performance share units of 40 granted May 2, 2023 and 316 granted February 21, 2024.

Were the Workhorse Group (WKHS) RSUs and PSUs settled in stock or cash?

The restricted stock units and performance share units reported were vested and settled in cash at the effective time of the merger, based on the fair market value of Workhorses common stock.

What reverse stock splits has Workhorse Group (WKHS) completed that affect these share amounts?

Workhorse completed 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, and all reported share amounts are adjusted for these actions.

What is the reporting persons role at Workhorse Group (WKHS)?

The reporting person is identified as an officer of Workhorse Group Inc., serving in the role of Chief Financial Officer.