Workhorse Group (NASDAQ: WKHS) CEO details RSU and PSU share sales

Rhea-AI Filing Summary

Workhorse Group Inc.'s chief executive officer and director, Richard F. Dauch, reported multiple insider stock transactions tied to equity award vesting. On December 15, 2025, he acquired blocks of 1,273, 5,051, 331, and 1,909 shares of common stock at $0 per share through the settlement of restricted stock units and performance share units, and then sold equal amounts of common stock at $6.51 per share. After these transactions, he beneficially owned 1,310 shares of Workhorse common stock directly.

The notes explain that Workhorse completed several reverse stock splits in 2024 and 2025, which reduced share counts and proportionally adjusted equity awards. They also describe an Agreement and Plan of Merger dated August 15, 2025 involving Omaha Intermediate entities and Motiv Power Systems, under which all of the company’s outstanding equity awards vested immediately before the merger’s effective time, with performance awards deemed achieved at target and settled 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

OMB APPROVAL

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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^*

DAUCH RICHARD F

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		1,273(1)(2)(3)	A	$0	2,583	D
Common Stock, $0.001 par value per share	12/15/2025		S		1,273(1)(2)(3)	D	$6.51	1,310	D
Common Stock, $0.001 par value per share	12/15/2025		M		5,051(1)(2)(4)	A	$0	6,361	D
Common Stock, $0.001 par value per share	12/15/2025		S		5,051(1)(2)(4)	D	$6.51	1,310	D
Common Stock, $0.001 par value per share	12/15/2025		M		331(1)(2)(5)	A	$0	1,641	D
Common Stock, $0.001 par value per share	12/15/2025		S		331(1)(2)(5)	D	$6.51	1,310	D
Common Stock, $0.001 par value per share	12/15/2025		M		1,909(1)(2)(6)	A	$0	3,219	D
Common Stock, $0.001 par value per share	12/15/2025		S		1,909(1)(2)(6)	D	$6.51	1,310	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			1,273(1)(2)(3)	02/21/2027	02/21/2027	Common Stock, $0.001 par value per share	1,273	$0	0	D
Restricted Stock Units	(4)	12/15/2025		M			5,051(1)(2)(4)	02/18/2026	02/18/2026	Common Stock, $0.001 par value per share	5,051	$0	0	D
Performance Share Units	(5)	12/15/2025		M			331(1)(2)(5)	12/31/2025	12/31/2025	Common Stock, $0.001 par value per share	331	$0	0	D
Performance Share Units	(6)	12/15/2025		M			1,909(1)(2)(6)	12/31/2026	12/31/2026	Common Stock, $0.001 par value per share	1,909	$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 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.

5. 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.

6. 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:

	Arthur McMahon, attorney-in-fact for Richard F. Dauch	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Workhorse Group (WKHS) CEO Richard F. Dauch report?

Richard F. Dauch reported acquiring 1,273, 5,051, 331, and 1,909 shares of Workhorse Group Inc. common stock at $0 per share through equity award settlements on December 15, 2025, and selling the same numbers of shares at $6.51 per share.

How many Workhorse Group (WKHS) shares does the CEO own after these trades?

Following the reported December 15, 2025 transactions, Richard F. Dauch beneficially owned 1,310 shares of Workhorse Group Inc. common stock in direct ownership.

What types of equity awards were involved in the Workhorse (WKHS) CEO transactions?

The transactions involved Restricted Stock Units (RSUs) and Performance Share Units (PSUs). The filing identifies RSU grants from February 21, 2024 and August 18, 2025, and PSU grants from May 2, 2023 and February 21, 2024, all tied to Workhorse common stock.

What reverse stock splits has Workhorse Group (WKHS) completed related to these holdings?

The notes state that Workhorse Group effected reverse stock splits of its common stock on June 17, 2024 (1-for-20), March 17, 2025 (1-for-12.5), and December 8, 2025 (1-for-12). These reverse splits reduced the number of shares held by the reporting person and proportionally adjusted the company’s outstanding equity awards.

How did the Workhorse (WKHS) merger affect the CEO’s RSUs and PSUs?

Under an Agreement and Plan of Merger dated August 15, 2025, all of the company’s outstanding equity awards vested immediately before the merger’s effective time, with performance deemed achieved at target. The filing explains that each of the reported RSUs and PSUs vested and settled in cash based on the fair market value of Workhorse Group Inc. common stock.

What merger is referenced in the Workhorse Group (WKHS) insider filing?

The filing references a merger 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. This merger triggered the vesting of the company’s outstanding equity awards.