Workhorse Group SEC Filings

Workhorse Group, Inc. (WKHS) is asking stockholders to approve a merger that would make Motiv Power Systems a wholly owned subsidiary and create a Combined Company in which Motiv investors would initially hold approximately 62.5%, pre-closing Workhorse stockholders about 26.5%, and Workhorse convertible noteholders rights to ~11% on a fully-diluted basis before additional financings. The proxy discloses that the Merger Consideration is based on assumed equity values of $30,000,000 for Workhorse and $50,000,000 for Motiv.

The transaction contemplates related financings (Equity Financing and Convertible Financing) that are not conditions to closing, a proposed reverse stock split (between 1-for-8 and 1-for-12 at the Board’s discretion through June 30, 2026) to meet Nasdaq listing thresholds (minimum share price likely between $2 and $4), and a proposed Incentive Plan to add 1,500,000 shares for post-closing equity awards. Financial adviser BTIG produced a valuation range for the Combined Company enterprise value of $292M to $354M, using discount rates of 16.0% to 17.0%.

Workhorse Group, Inc. filed a preliminary proxy describing a proposed merger whereby Omaha Merger Sub will merge into Motiv Power Systems and Motiv will become an indirect, wholly owned subsidiary of Workhorse, creating a Combined Company. Motiv investors are expected to own approximately 62.5% on a fully diluted basis, Workhorse pre-closing stockholders about 26.5%, and convertible noteholders rights to ~11%, before certain financings and adjustments. The proxy discloses related transactions including potential Equity and Convertible Financings, a sale-leaseback of real estate, and governance changes in a proposed charter.

The filing details proposals for stock issuances, a board-authorized reverse stock split (ratios up to 1-for-8 or 1-for-12), a 2023 long-term incentive plan to add 1,500,000 shares for awards, and customary risk factors including liquidity, Nasdaq listing requirements, dilution, operational and technology risks, and forward-looking statement cautions. BTIG provided a fairness opinion and pro forma financial analyses are included.

Workhorse Group, Inc. (WKHS) is proposing to merge with Motiv Power Systems, Inc., creating a combined company in which Motiv investors would initially own ~62.5%, pre-closing Workhorse stockholders ~26.5% and Workhorse convertible noteholders rights to ~11% on a fully diluted basis prior to additional financings. The transaction contemplates Merger Sub merging into Motiv, Motiv surviving as a subsidiary of Workhorse, and various financing steps including a Convertible Financing and an Equity Financing that the parties will pursue though the Equity Financing is not a condition to closing. The proxy seeks stockholder approval for several items including issuance approvals, a Reverse Stock Split (authorized ratios 1-for-8 and 1-for-12 prior to June 30, 2026), and a 2023 Incentive Plan expansion by 1,500,000 shares. BTIG provided a fairness opinion and implied Combined Company enterprise values of $292M–$354M based on discounted cash flow assumptions. The filings highlight Nasdaq listing risks, potential controlled-company governance exemptions, material dilution from financings, customary closing conditions and a $1.05M termination fee.

Workhorse Group Inc. (WKHS) reported a Form 4 disclosing a grant of 60,607 restricted stock units (RSUs) to director William G. Quigley III on 08/18/2025. Each RSU represents a contingent right to one share of common stock that vests on 02/18/2026. The company’s board may elect to settle vested RSUs in cash instead of issuing shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/21/2025. The filing shows the reporting person directly beneficially owns 60,607 RSUs following the transaction.

Workhorse Group Inc. director Jacqueline A. Dedo received a grant of 60,607 restricted stock units (RSUs) reported under Section 16. The RSUs were granted on 08/18/2025 and vest on 02/18/2026, and each RSU represents a contingent right to one share of the company’s common stock that may be settled in cash at the discretion of the Board. Following the reported transaction, Ms. Dedo is shown as directly owning 60,607 RSUs (reflecting the granted units).

Richard F. Dauch, who serves as Chief Executive Officer and a director of Workhorse Group Inc. (WKHS), was granted 60,607 restricted stock units (RSUs) on 08/18/2025. Each RSU represents the contingent right to one share of common stock that vests on 02/18/2026. The company’s board may elect to settle vested RSUs in cash instead of shares. Following the grant, the reporting person beneficially owns 60,607 RSUs (direct).

Workhorse Group Inc. (WKHS) reported a Form 4 showing that director Austin S. Miller was granted 60,607 restricted stock units (RSUs) on 08/18/2025. Each RSU represents a contingent right to one share of common stock and vests on February 18, 2026. The RSUs may be settled in cash at the discretion of the company's Board of Directors. Following the grant, the reporting person beneficially owns 60,607 shares on a direct basis. The Form 4 was signed by an attorney-in-fact on behalf of Austin S. Miller on 08/20/2025.

Raymond J. Chess, a director of Workhorse Group Inc. (WKHS), was granted 75,759 restricted stock units (RSUs) on 08/18/2025. Each RSU represents a contingent right to one share of common stock, vesting on 02/18/2026, and upon vesting the Board may settle the RSUs in cash. Following the reported transaction, Mr. Chess is shown as beneficially owning 75,759 shares on a direct basis. The Form 4 was signed on behalf of Mr. Chess by an attorney-in-fact on 08/20/2025. The filing discloses the grant amount, vesting date, and settlement discretion but does not state exercise prices or any change in outstanding share totals.

Workhorse Group Inc. director Pamela S. Mader was granted 60,607 restricted stock units (RSUs) on 08/18/2025, each representing a contingent right to one share of common stock (ticker: WKHS). The RSUs vest on February 18, 2026, and upon vesting the company’s board may settle them in cash instead of shares. Following the grant, the reporting person beneficially owns 60,607 shares attributable to these RSUs, held in a direct ownership form. The Form 4 was filed by a single reporting person and signed by an attorney-in-fact on 08/20/2025.