Form 4: Workhorse CFO Sells Shares Post-Merger Vesting

Workhorse Group Inc.'s CFO, Robert M. Ginnan, reported the acquisition and immediate sale of common stock resulting from the cash settlement of vested equity awards following a merger.

Summary

• Robert M. Ginnan, Chief Financial Officer of Workhorse Group Inc. (WKHS), reported transactions on December 15, 2025, involving the acquisition and disposition of common stock.
• The transactions were a result of the vesting and cash settlement of Restricted Stock Units (RSUs) and Performance Share Units (PSUs) immediately prior to the effective time of a merger.
• A total of 211 RSUs, granted on February 21, 2024, vested and settled in cash, resulting in the acquisition of 211 shares at $0 and the disposition of 211 shares at $6.51.
• A total of 40 PSUs, granted on May 2, 2023, vested and settled in cash, resulting in the acquisition of 40 shares at $0 and the disposition of 40 shares at $6.51.
• A total of 316 PSUs, granted on February 21, 2024, vested and settled in cash, resulting in the acquisition of 316 shares at $0 and the disposition of 316 shares at $6.51.
• Following these transactions, Mr. Ginnan beneficially owns 168 shares of Workhorse Group Inc. common stock directly.
• The reported share amounts reflect adjustments due to 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.
• The vesting and settlement were pursuant to an Agreement and Plan of Merger dated August 15, 2025, involving Workhorse Group Inc., Omaha Intermediate 2, Inc., Omaha Intermediate, Inc., Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the context of multiple severe reverse stock splits (1-for-20, 1-for-12.5, 1-for-12) within a short timeframe, which are strong indicators of significant share price decline and potential underlying financial distress. While the insider transaction itself is a procedural cash settlement of vested equity awards following a merger, the broader corporate actions overshadow any positive interpretation of the insider's payout.

Positives

• The Chief Financial Officer's equity awards (RSUs and PSUs) vested and settled in cash, indicating a payout for the executive.
• The merger agreement facilitated the immediate vesting of equity awards, with performance deemed achieved at target, providing clarity and liquidity for award holders.

Negatives

• Workhorse Group Inc. executed three significant reverse stock splits (1-for-20, 1-for-12.5, 1-for-12) between June 2024 and December 2025, which often signals substantial share price depreciation and potential financial distress.
• The disposition of shares by the CFO, even if due to vesting and cash settlement, could be perceived negatively by some investors, especially in the context of multiple reverse stock splits.

Risks

• The multiple reverse stock splits (1-for-20, 1-for-12.5, 1-for-12) within a short period (June 2024 to December 2025) indicate significant challenges in maintaining share price and potentially listing compliance.
• The merger with Motiv Power Systems, Inc. introduces integration risks, potential changes in strategic direction, and operational complexities for the combined entity.

Future Outlook

This Form 4 primarily reports past transactions and corporate actions (merger, reverse splits) and does not contain explicit forward-looking statements or guidance regarding future performance or strategic direction beyond the immediate impact of the merger on equity awards.

Industry Context

The merger with Motiv Power Systems, Inc. suggests a strategic move by Workhorse Group Inc. to consolidate or expand its position within the electric vehicle (EV) and commercial vehicle sectors. The multiple reverse stock splits, however, indicate that Workhorse has faced significant challenges in maintaining its stock valuation, a common issue for some companies in the highly competitive and capital-intensive EV industry, particularly those in early stages of commercialization or facing production hurdles.

Comparison to Industry Standards

• The filing does not provide specific financial or operational data to allow for a direct comparison to industry benchmarks or specific comparable companies' projects and results. However, multiple reverse stock splits within a short period are generally considered an extreme measure, often seen in companies struggling to maintain stock exchange listing requirements, which is not typical for financially robust industry leaders.

Corporate Governance

Related Party Transactions

• The reported transactions involve the Chief Financial Officer, Robert M. Ginnan, acquiring and disposing of company common stock, which constitutes a related party transaction. These transactions are specifically related to the vesting and cash settlement of equity awards granted by Workhorse Group Inc. to Mr. Ginnan.

Stakeholder Impact

• Shareholders: Experienced significant dilution and reduction in the number of shares held due to three reverse stock splits, potentially impacting their investment value and perception of company stability. The merger also impacts the ownership structure and future prospects of the combined entity.
• Employees (equity holders): Those with similar equity awards would have seen their awards vest and settle in cash due to the merger, providing liquidity and a payout.

Key Dates

Keywords

Workhorse Group Inc., WKHS, Robert M. Ginnan, CFO, Insider Trading, Form 4, SEC Filing, Restricted Stock Units, Performance Share Units, Equity Awards, Merger, Motiv Power Systems, Reverse Stock Split, Stock Transaction, Corporate Governance