Workhorse Group (WKHS) director reports RSU exercise and share sale details

Rhea-AI Filing Summary

Workhorse Group Inc. director Austin S. Miller reported equity award activity related to the company’s merger with Motiv Power Systems.

On December 15, 2025, 5,051 restricted stock units converted into 5,051 shares of common stock at an exercise price of $0, and 5,051 common shares were sold at $6.51 each. After these transactions, Miller beneficially owned 130 shares of common stock directly.

The disclosure explains that all share amounts were adjusted for prior reverse stock splits completed in 2024 and 2025, and that under the Merger Agreement all outstanding equity awards vested with performance deemed achieved at target, with each RSU vesting and 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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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^*

Miller Austin Scott

(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	5,181	D
Common Stock, $0.001 par value per share	12/15/2025		S		5,051(1)(2)(3)	D	$6.51	130	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, III, attorney-in-fact for Austin S. Miller	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Workhorse Group (WKHS) disclose?

The company disclosed that director Austin S. Miller had 5,051 restricted stock units convert into common stock at an exercise price of $0 and then sold 5,051 common shares.

How many Workhorse Group (WKHS) shares did Austin S. Miller sell and at what price?

Austin S. Miller sold 5,051 shares of Workhorse Group common stock at a price of $6.51 per share on December 15, 2025.

How many Workhorse Group (WKHS) shares does Austin S. Miller own after the transaction?

Following the reported transactions, Austin S. Miller beneficially owned 130 shares of Workhorse Group common stock directly.

What reverse stock splits has Workhorse Group (WKHS) completed?

Workhorse Group 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 amounts are adjusted for these actions.

How were Workhorse Group (WKHS) RSUs treated in the Motiv Power Systems merger?

Under the Merger Agreement with Motiv Power Systems, all of the company’s outstanding equity awards vested immediately before the merger’s effective time, with performance deemed achieved at target, and each RSU vested and settled in cash based on the fair market value of the company’s common stock.

What is Austin S. Miller’s relationship to Workhorse Group (WKHS)?

Austin S. Miller is reported as a director of Workhorse Group Inc. and filed as a single reporting person.