Workhorse Group Inc. (WKHS) director reports RSU-related share sale

Rhea-AI Filing Summary

Workhorse Group Inc. director reports share transactions tied to equity awards. On 12/15/2025, the director reported acquiring 5,051 shares of common stock for $0 and selling 5,051 shares at $6.51 per share, resulting in 140 shares beneficially owned directly after the transactions.

The 5,051 restricted stock units were granted on 08/18/2025 and, under an 08/15/2025 merger agreement 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 before the merger’s effective time, with performance deemed achieved at target, and these RSUs vested and settled in cash based on the fair market value of the common stock. The disclosure also notes 1-for-20, 1-for-12.5, and 1-for-12 reverse stock splits completed in 2024 and 2025, and all reported amounts have been adjusted for these splits.

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^*

Mader Pamela S.

(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	5,191	D
Common Stock, $0.001 par value per share	12/15/2025		S		5,051(1)(2)(3)	D	$6.51	140	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, attorney-in-fact for Pamela S. Mader	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) report in this filing?

A Workhorse Group Inc. director reported acquiring 5,051 shares of common stock for $0 and selling 5,051 shares at $6.51 per share on 12/15/2025, ending with 140 shares beneficially owned directly.

How many Workhorse Group (WKHS) shares and RSUs were involved in the director’s transaction?

The transaction involved 5,051 restricted stock units (RSUs) and the corresponding 5,051 shares of common stock. After the sale of those shares, the director reported owning 140 shares of Workhorse Group Inc. common stock directly.

What are the key terms of the restricted stock units reported for Workhorse Group (WKHS)?

The filing explains that the 5,051 RSUs were granted on 08/18/2025. Under the merger agreement, each RSU vested and settled in cash at the effective time of the merger based on the fair market value of Workhorse Group Inc.’s common stock.

Which merger affected Workhorse Group (WKHS) equity awards in this filing?

An Agreement and Plan of Merger dated 08/15/2025 among Workhorse Group Inc., Omaha Intermediate 2, Inc., Omaha Intermediate, Inc., Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc. caused all of the company’s outstanding equity awards to vest immediately before the merger’s effective time, with performance deemed achieved at target.

What reverse stock splits of Workhorse Group (WKHS) are referenced in this insider report?

The report notes three reverse stock splits of Workhorse Group Inc. common stock: a 1-for-20 split on 06/17/2024, a 1-for-12.5 split on 03/17/2025, and a 1-for-12 split on 12/08/2025. All amounts of securities in the report have been adjusted to reflect these splits.

What is the reporting person’s relationship to Workhorse Group Inc. (WKHS)?

The reporting person is identified as a director of Workhorse Group Inc. and the filing is made as a Form filed by one reporting person, indicating the transactions relate to that individual only.