Form 4: Workhorse Director Sells Shares Post-Merger RSU Vesting

Workhorse Group Inc. Director Jacqueline A. Dedo reported the vesting and subsequent sale of 5,051 shares of common stock following a merger and multiple reverse stock splits.

Summary

• Jacqueline A. Dedo, a Director of Workhorse Group Inc., reported transactions on December 15, 2025.
• She acquired 5,051 shares of common stock upon the vesting of Restricted Stock Units (RSUs) at a price of $0.
• Concurrently, she disposed of 5,051 shares of common stock at a price of $6.51 per share.
• Following these transactions, her direct beneficial ownership stands at 156 shares of common stock.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.
• 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 RSUs, granted on August 18, 2025, vested and settled in cash immediately prior to the effective time of a merger, as per an Agreement and Plan of Merger dated August 15, 2025, involving Workhorse Group Inc. and Motiv Power Systems, Inc.

Sentiment

Score: 4

Explanation: The filing reports a director's stock sale following RSU vesting, which is a neutral event in itself. However, the context of three recent reverse stock splits and a merger suggests underlying operational or financial challenges for the company, leading to a slightly negative sentiment. The vesting of awards at target is a positive for the individual, but the overall company context is concerning.

Positives

• The vesting of RSUs indicates a successful achievement of performance targets, as performance was deemed achieved at target prior to the merger.
• The merger agreement led to the immediate vesting of all outstanding equity awards, providing liquidity to award holders.

Negatives

• The sale of shares by a director, even if pre-planned, could be perceived negatively by some investors, especially given the multiple reverse stock splits which often indicate financial distress or efforts to maintain listing compliance.
• The company has undergone three significant reverse stock splits within a short period (June 2024 to December 2025), which typically signals a declining stock price and can be a negative indicator for investor confidence.

Risks

• Frequent reverse stock splits (three within 18 months) suggest significant challenges in maintaining the company's stock price and potentially its listing requirements, indicating underlying business difficulties.
• The merger with Motiv Power Systems, Inc. introduces integration risks and potential changes to the company's strategic direction and operational focus.

Future Outlook

The filing indicates the completion of a merger with Motiv Power Systems, Inc., which triggered the immediate vesting of equity awards. This suggests a significant strategic shift for Workhorse Group Inc. and its future operations will likely be integrated with or influenced by Motiv Power Systems.

Management Comments

• Performance for outstanding equity awards was deemed achieved at target immediately prior to the effective time of the merger.

Industry Context

The merger with Motiv Power Systems, Inc. suggests Workhorse Group Inc. is either expanding its capabilities in electric vehicle technology, particularly in the commercial vehicle sector where Motiv operates, or undergoing a restructuring. The frequent reverse stock splits, however, indicate the company has faced significant challenges in its core business or market valuation, potentially lagging behind competitors in the rapidly evolving EV industry.

Comparison to Industry Standards

• NA

Corporate Governance

Stakeholder Impact

• Shareholders: The multiple reverse stock splits indicate significant dilution or value erosion over time, potentially impacting shareholder confidence. The merger could bring new strategic direction but also integration risks.
• Equity Award Holders: Benefited from immediate vesting and cash settlement of RSUs due to the merger.

Next Steps

• Integration of Workhorse Group Inc. with Motiv Power Systems, Inc. following the merger.
• Ongoing operations and strategic direction under the new combined entity.

Key Dates

Recommendation

While the director's sale is a pre-planned event (10b5-1 plan) and related to RSU vesting, the broader context of three reverse stock splits within a short period and a merger with Motiv Power Systems suggests significant strategic shifts and potential underlying challenges for Workhorse Group Inc. Investors should hold to observe the integration of the merger and the impact of the reverse splits on the company's long-term viability and stock performance before making further investment decisions. The sale itself, while not inherently negative due to the 10b5-1 plan, does not provide a strong positive signal for immediate growth.

Keywords

Workhorse Group Inc., WKHS, Form 4, Insider Trading, Director Stock Sale, Restricted Stock Units, RSU Vesting, Reverse Stock Split, Merger Agreement, Motiv Power Systems, Equity Awards, Corporate Governance