Workhorse Group SEC Filings

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.

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.

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.

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.

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.

Workhorse Group Inc. completed its merger with Motiv Power Systems, making Motiv a wholly owned subsidiary and issuing 6,629,800 shares of common stock to Motive GM Holdings II LLC (MGMH), which had been approved as a change of control. Workhorse also fully redeemed its 2024 Notes and cancelled related warrants by releasing approximately $18.3 million to the 2024 noteholder, retaining approximately $6.6 million, and granting rights to acquire 1,193,364 shares of common stock.

To support operations after the merger, Workhorse entered into senior secured credit agreements with MGMH providing up to $40 million tied to qualified customer orders and a $10 million working-capital line, both maturing on December 15, 2028 at SOFR plus 5.00%. A prior $5 million subordinated secured convertible note held by MGMH was amended to become unsecured and subordinated to the new credit facilities.

The transaction brings major governance changes: several directors and senior officers resigned, four new directors joined the board, and former Motiv CEO Scott Griffith became Workhorse’s Chief Executive Officer. Workhorse adopted amended and restated bylaws opting out of Nevada’s Control Share Act and designating a Nevada court as the exclusive forum for key corporate disputes. The company’s common stock continues to trade on Nasdaq under the symbol WKHS.

Workhorse Group Inc. reported the outcomes of its 2025 annual stockholders meeting. Stockholders approved a stock issuance proposal tied to a merger agreement, a reverse stock split of outstanding common shares at a ratio between 1-for-8 and 1-for-12 that may be implemented by the board any time prior to June 30, 2026, and an amended and restated 2023 long-term incentive plan that increases the shares available for equity awards by 1,500,000. They also elected eight directors to serve until the 2026 annual meeting, approved on an advisory basis executive compensation, ratified Berkowitz Pollack Brant Advisors + CPAs as independent auditors for the fiscal year ended December 31, 2025, and approved an adjournment proposal for potential future proxy solicitations related to certain proposals.

Workhorse Group Inc. (WKHS) adjourned its 2025 Annual Meeting after quorum was not present, despite votes received being strongly in favor of each of the nine proposals, including proposals related to the company’s proposed merger with Motiv Power Systems, Inc.

The meeting is rescheduled to November 25, 2025 at 10:00 a.m. ET and will be held virtually at www.virtualshareholdermeeting.com/WKHS2025. Workhorse furnished a related press release as Exhibit 99.1.

The company reminded stockholders that its definitive proxy statement on Schedule 14A contains important information about the matters to be voted on and is available through the SEC and Workhorse’s investor relations site.

Workhorse Group (WKHS)Exhibit 99.1 to this Form 8-K under Item 2.02. The information is furnished, not filed, under the Exchange Act.

The company also highlighted its definitive proxy statement for the 2025 Annual Meeting of Stockholders, available via the SEC and the company’s investor website, and noted directors and officers may be deemed participants in the proxy solicitation as described in prior SEC filings.

The filing includes a forward-looking statements disclaimer referencing the proposed merger transaction between Workhorse and Motiv and related risks. Exhibits listed are the press release (99.1) and the Inline XBRL cover page (104).