8-K: Workhorse Group Announces 1-for-12 Reverse Stock Split

Workhorse Group Inc. will implement a 1-for-12 reverse stock split effective December 8, 2025, to meet Nasdaq listing requirements for its proposed merger.

Summary

• Workhorse Group Inc. (WKHS) will effect a 1-for-12 reverse stock split of its common stock, par value $0.001 per share.
• The reverse stock split was approved by stockholders on November 25, 2025, and subsequently by the Board of Directors.
• The reverse split will be effective as of December 8, 2025, with split-adjusted trading expected to begin on the Nasdaq Capital Market at market open on the same date.
• The primary purpose of the reverse split is to comply with Nasdaq Listing Rules, specifically the Minimum Share Price Requirements, applicable to the company's proposed merger with Motiv Power Systems, Inc.
• Every 12 shares of pre-Reverse Split Common Stock will be combined into one share of post-Reverse Split Common Stock, without any change in par value per share.
• The authorized number of shares of Common Stock will not be affected.
• Fractional shares resulting from the reverse split will be rounded up to the nearest whole share.
• As of November 19, 2025, there were 26,037,208 shares of Common Stock outstanding; post-split, approximately 2,169,768 shares are expected to be outstanding.
• The trading symbol will remain WKHS, and the new CUSIP number will be 98138J503.
• Outstanding stock options, warrants, restricted stock, and restricted stock units will be adjusted to reflect the effects of the reverse split.

Sentiment

Score: 4

Explanation: While a necessary step for Nasdaq compliance and the proposed merger, reverse stock splits often indicate a company's stock price has fallen significantly, which is generally a negative signal to the market. The uncertainty regarding compliance and merger completion adds to the cautious sentiment.

Positives

• The reverse stock split is a necessary step to comply with Nasdaq Listing Rules, which is crucial for maintaining the company's listing and facilitating the proposed merger with Motiv Power Systems, Inc.
• Rounding up of fractional shares benefits shareholders by preventing the issuance of cash in lieu of shares for small fractional amounts.

Negatives

• Reverse stock splits often indicate a company's stock price has fallen significantly, which can be perceived negatively by the market and may not fundamentally improve the company's underlying business performance.
• There is no assurance that the reverse split will successfully enable the company to comply with Nasdaq's Minimum Share Price Requirements.
• Failure to meet Nasdaq requirements could lead to the proposed merger not being consummated, which would adversely affect the company's financial condition and business.

Risks

• Inability to comply with Nasdaq Listing Rules, specifically the Minimum Share Price Requirements, even after the reverse split.
• The proposed merger with Motiv Power Systems, Inc. may not be consummated if Nasdaq compliance is not achieved.
• Failure of the proposed merger could adversely affect the company's financial condition and business.
• Substantial costs and diversion of personnel's attention and resources due to these matters.

Future Outlook

The company intends for the reverse stock split to enable compliance with Nasdaq Listing Rules, specifically the Minimum Share Price Requirements, which is a prerequisite for its proposed merger with Motiv Power Systems, Inc. However, there is no guarantee that this action will ensure compliance or that the merger will be consummated.

Management Comments

• The filing was signed by James D. Harrington, General Counsel, Chief Compliance Officer and Secretary of Workhorse Group Inc., indicating the company's official communication regarding the corporate action.

Industry Context

Reverse stock splits are a common corporate action, particularly for companies in emerging or volatile sectors like electric vehicles, that experience significant share price declines and need to meet exchange listing requirements. This action by Workhorse Group Inc. aligns with a broader trend where smaller players in the EV market face challenges in maintaining market capitalization and liquidity, often necessitating strategic maneuvers like mergers and corporate actions to ensure viability and attract investment.

Comparison to Industry Standards

• Reverse stock splits are a standard mechanism used by publicly traded companies to increase their per-share stock price, primarily to meet minimum bid price requirements of stock exchanges like Nasdaq. This action by Workhorse Group Inc. is consistent with such practices across various industries when faced with delisting risks.
• The 1-for-12 ratio is within the typical range for reverse splits aimed at significantly boosting share price to achieve compliance, similar to actions taken by other companies struggling with low stock valuations.

Stakeholder Impact

• Shareholders: Will own fewer shares at a proportionally higher price per share, with fractional shares rounded up. The success of the reverse split in facilitating the merger could impact future share value.
• Employees: Indirectly impacted by the success of the proposed merger and the company's ability to maintain its Nasdaq listing, which affects stability and future growth prospects.
• Customers and Suppliers: Potential for increased stability and strategic direction if the merger is successful, but no direct immediate impact from the reverse split itself.
• Creditors: The company's ability to maintain its listing and complete the merger could influence its financial health and ability to meet obligations.

Next Steps

• Common Stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market at market open on December 8, 2025.
• The company will continue efforts to comply with Nasdaq Listing Rules.
• Progress towards the proposed merger with Motiv Power Systems, Inc. will be contingent on meeting Nasdaq requirements.

Key Dates

Recommendation

The reverse stock split is a technical maneuver to maintain Nasdaq listing compliance and facilitate a proposed merger. While it addresses a critical listing requirement, it does not inherently improve the company's operational fundamentals. Investors should hold to assess the successful completion of the merger with Motiv Power Systems and the combined entity's future performance and strategic execution, as the outcome of these events will be more indicative of long-term value.

Keywords

Workhorse Group, WKHS, Reverse Stock Split, Nasdaq Compliance, Motiv Power Systems, Merger, Corporate Action, Share Consolidation, Electric Vehicles