Form 4: Workhorse GC Sells Shares Post-Merger Vesting

Workhorse Group's General Counsel, James D. Harrington, sold shares following the cash settlement of equity awards triggered by a merger agreement.

Summary

• James D. Harrington, General Counsel of Workhorse Group Inc., reported transactions on December 15, 2025, involving the vesting and immediate cash settlement of equity awards.
• These transactions were triggered by an Agreement and Plan of Merger, dated August 15, 2025, between Workhorse Group Inc. and entities including Motiv Power Systems, Inc., which caused all outstanding equity awards to vest immediately prior to the merger's effective time, with performance deemed achieved at target.
• Harrington acquired 198 shares from Restricted Stock Units (RSUs), 38 shares from Performance Share Units (PSUs) granted May 2, 2023, and 296 shares from PSUs granted February 21, 2024, all at an exercise price of $0.
• Concurrently, Harrington disposed of 198 shares, 38 shares, and 296 shares, respectively, at a price of $6.51 per share, totaling 532 shares sold.
• All reported security amounts have been adjusted to reflect three prior 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.
• Following these transactions, Harrington's direct beneficial ownership of Workhorse Group Inc. common stock is 168 shares.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While an officer sold shares, it was a pre-planned event tied to a merger and the cash settlement of equity awards, which is a positive outcome for the award holder. However, the multiple reverse stock splits preceding the merger could indicate underlying challenges for the company.

Positives

• The General Counsel's equity awards vested and settled in cash, indicating a successful trigger event (merger) and a positive outcome for the award holder.
• Performance share units were deemed achieved at target, maximizing the payout for those awards.

Negatives

• The General Counsel disposed of all newly vested shares, which could be interpreted as a pre-planned liquidity event rather than a vote of confidence in the company's future stock performance.
• Workhorse Group Inc. underwent three significant reverse stock splits (1-for-20, 1-for-12.5, 1-for-12) within a short period, which often signals underlying financial challenges or efforts to maintain listing requirements.

Risks

• The filing itself is a transaction report and does not explicitly detail risks. However, the context of multiple reverse stock splits and a merger could imply underlying business challenges that led to these corporate actions.

Future Outlook

The filing indicates the completion of a merger agreement dated August 15, 2025, involving Workhorse Group Inc. and Motiv Power Systems, Inc., which triggered the immediate vesting of equity awards. This suggests a significant corporate restructuring or strategic move has occurred or is imminent, impacting the company's future direction.

Management Comments

• All amounts of securities reported in this Form 4 have been adjusted to reflect the foregoing reverse stock splits.
• Pursuant to an Agreement and Plan of Merger, all of the Company's outstanding equity awards vested immediately prior to the effective time of the merger, with performance deemed achieved at target.
• Each RSU vested and settled in cash at the effective time of the merger based on the fair market value of the Company's common stock.
• Each PSU vested and settled in cash at the effective time of the merger based on the fair market value of the Company's common stock.

Industry Context

This Form 4 filing reflects an insider transaction following a merger, a common event in the corporate landscape. The series of reverse stock splits preceding the merger suggests Workhorse Group Inc. may have been undergoing significant strategic adjustments or facing challenges, potentially leading to the merger as a strategic solution or consolidation within the electric vehicle or logistics technology sector.

Stakeholder Impact

• Shareholders: The merger and associated corporate actions (reverse stock splits) could significantly impact the company's stock structure and future valuation. The officer's sale provides liquidity but also reduces insider holdings.
• Employees (specifically James D. Harrington): The vesting and cash settlement of equity awards represent a realization of compensation, providing a financial benefit.

Next Steps

• The effective time of the merger, which triggered these transactions, has occurred or is imminent.
• Further disclosures related to the merger agreement (dated August 15, 2025) would provide more details on the combined entity's future operations and strategic direction.

Key Dates

Keywords

Workhorse Group Inc., WKHS, Form 4, Insider Trading, James D. Harrington, General Counsel, Equity Awards, Restricted Stock Units, Performance Share Units, Merger, Stock Split, Officer Transaction