[Form 4] Workhorse Group Inc. Insider Trading Activity

Rhea-AI Filing Summary

Workhorse Group Inc. director Raymond J. Chess reported insider equity transactions. On December 15, 2025, he acquired 6,314 shares of common stock at $0 per share in connection with equity awards and then disposed of 6,314 shares at a price of $6.51 per share, leaving him with 215 shares of Workhorse common stock held directly.

The filing also notes that Workhorse completed multiple reverse stock splits on June 17, 2024 (1-for-20), March 17, 2025 (1-for-12.5), and December 8, 2025 (1-for-12), and that all outstanding equity awards vested immediately prior to the effective time of a merger involving Motiv Power Systems, Inc. Restricted stock units granted on August 18, 2025 vested and settled in cash based on the fair market value of the company’s common stock under the merger agreement.

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^*

Chess Raymond 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)

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		6,314(1)(2)(3)	A	$0	6,529	D
Common Stock, $0.001 par value per share	12/15/2025		S		6,314(1)(2)(3)	D	$6.51	215	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			6,314(1)(2)(3)	02/18/2026	02/18/2026	Common Stock, $0.001 par value per share	6,314	$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 Raymond J. Chess	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Workhorse Group Inc. (WKHS) director Raymond J. Chess report?

Director Raymond J. Chess reported that on December 15, 2025 he acquired 6,314 shares of Workhorse Group Inc. common stock at $0 per share and disposed of 6,314 shares at $6.51 per share, resulting in 215 shares of common stock beneficially owned directly after the transactions.

How many Workhorse Group Inc. (WKHS) shares does the director own after the reported transactions?

After the reported transactions on December 15, 2025, director Raymond J. Chess beneficially owns 215 shares of Workhorse Group Inc. common stock in direct ownership.

What reverse stock splits did Workhorse Group Inc. (WKHS) complete that affected the reported amounts?

Workhorse Group Inc. effected three reverse stock splits: 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. All amounts of securities reported for the director have been adjusted to reflect these reverse stock splits.

What merger-related provisions affected equity awards at Workhorse Group Inc. (WKHS)?

Under 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., all of the company’s outstanding equity awards vested immediately prior to the effective time of the merger, with performance-based awards deemed achieved at target.

What are the key details of the restricted stock units (RSUs) reported for Workhorse Group Inc. (WKHS)?

The filing notes RSUs granted to the director by Workhorse Group Inc. on August 18, 2025 covering 6,314 shares of common stock. 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.

What derivative security is reported for the Workhorse Group Inc. (WKHS) director and what is its status?

The derivative security reported is restricted stock units with an exercise price of $0, tied to 6,314 underlying shares of Workhorse common stock. Following the December 15, 2025 transaction, the number of derivative securities beneficially owned is shown as 0.