Form 4: Workhorse CEO Sells Shares Post-Merger & Reverse Splits

Workhorse Group CEO Richard F. Dauch sold common stock for $6.51 per share following the vesting of equity awards due to a merger agreement and multiple reverse stock splits.

Summary

• Richard F. Dauch, CEO and Director of Workhorse Group Inc. (WKHS), engaged in multiple stock transactions on December 15, 2025.
• Transactions included the acquisition of common stock (totaling 8,564 shares) at a $0 price, representing the vesting of Restricted Stock Units (RSUs) and Performance Share Units (PSUs).
• Concurrently, Dauch disposed of an equal number of common stock shares (totaling 8,564 shares) at a price of $6.51 per share.
• These transactions were executed pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities, intended to satisfy Rule 10b5-1(c).
• The equity awards vested immediately prior to the effective time of a merger agreement dated August 15, 2025, between Workhorse Group Inc. and Motiv Power Systems, Inc., among others.
• All reported amounts of securities have been adjusted to reflect three reverse stock splits: 1-for-20 on June 17, 2024, 1-for-12.5 on March 17, 2025, and 1-for-12 on December 8, 2025.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the multiple reverse stock splits, which often signal underlying company struggles. While the merger and executive's equity vesting are neutral to positive events for the executive, the broader context for the company's stock performance is concerning.

Positives

• The vesting of Restricted Stock Units (RSUs) and Performance Share Units (PSUs) for the CEO indicates the fulfillment of compensation agreements.
• The completion of the merger agreement with Motiv Power Systems, Inc. suggests a strategic move for Workhorse Group Inc.

Negatives

• The company has undergone three significant reverse stock splits (1-for-20, 1-for-12.5, 1-for-12) within a short period, which often signals a struggling stock price or underlying financial challenges.
• The CEO's sale of shares, even if tied to a merger and vesting, could be perceived negatively by some investors.

Risks

• The multiple reverse stock splits indicate potential ongoing challenges with the company's stock valuation and could suggest a risk of delisting or continued share price depreciation.
• While not detailed in this filing, mergers inherently carry integration risks, including operational, financial, and cultural challenges.

Future Outlook

The merger with Motiv Power Systems, Inc. suggests a strategic realignment or expansion for Workhorse Group Inc., though specific forward-looking guidance is not provided in this Form 4 filing.

Industry Context

The merger with Motiv Power Systems, Inc. indicates consolidation or strategic growth within the electric vehicle or commercial vehicle technology sector. The multiple reverse stock splits suggest that Workhorse Group Inc. has faced significant challenges in maintaining its share price, a common issue in highly competitive or nascent industries.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Richard F. Dauch, as CEO and Director, engaged in transactions involving the company's common stock, which are considered related-party transactions.

Stakeholder Impact

• Shareholders: The multiple reverse stock splits could dilute shareholder value or indicate a lack of confidence in the company's stock performance. The merger could bring strategic benefits or integration risks.
• Employees: The merger with Motiv Power Systems, Inc. may lead to organizational changes or new opportunities.
• Management: The CEO's equity awards vested and settled in cash, indicating a financial benefit from the merger.

Next Steps

• Integration of Motiv Power Systems, Inc. into Workhorse Group Inc. operations (implied by the merger).

Key Dates

Recommendation

This Form 4 filing primarily details an executive's stock transactions following a merger and multiple reverse stock splits. While the merger could be a strategic positive, the frequent reverse splits (three within a year and a half) are a strong negative signal regarding the company's underlying financial health and stock performance. Without a comprehensive view of the company's financials post-merger and the rationale behind the reverse splits, a 'hold' recommendation is prudent. Investors should await further financial disclosures to assess the long-term implications of these events before making a definitive investment decision.

Keywords

Workhorse Group, WKHS, Richard F. Dauch, SEC Form 4, Insider Trading, Stock Sale, CEO, Merger, Reverse Stock Split, Equity Awards, RSU, PSU, Motiv Power Systems