SCHEDULE: Workhorse Group Inc. - Ownership Update

Workhorse Group Inc. reports an amendment to Schedule 13D detailing an increase in beneficial ownership by reporting persons due to the acquisition of warrants.

Summary

• This filing is an amendment to a previous Schedule 13D, reporting changes in beneficial ownership for Workhorse Group Inc.
• The reporting persons, Motive GM Holdings II LLC, Gary Magness, and GMIT Lending Company, LLC, have acquired warrants to purchase 1,500,000 shares of common stock.
• These warrants have an exercise price of $10.00 per share and expire five years from issuance.
• The acquisition of these warrants increases the reporting persons' beneficial ownership to 65.4% of the company's common stock.
• The warrants were issued as consideration for additional borrowings under credit agreements.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development, as it reflects continued financial support and a potential increase in beneficial ownership through warrants, but also highlights ongoing financial arrangements.

Positives

• Increased beneficial ownership by key parties, indicating continued confidence or strategic involvement.
• Acquisition of warrants provides potential for increased equity stake at a fixed price.
• The company has secured additional borrowings through credit agreement amendments, totaling $20 million.
• The reporting persons' combined beneficial ownership now stands at 65.4%.

Negatives

• The issuance of warrants and increased borrowing suggests the company may still be reliant on debt financing.
• The exercise price of $10.00 per share for the warrants may be above the current market price, depending on the stock's trading performance.

Risks

• The company's financial health may continue to depend on debt financing and credit agreements.
• The exercise of warrants is contingent on the stock price reaching or exceeding the $10.00 exercise price.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company regarding future performance. However, the acquisition of warrants implies a potential future increase in equity for the reporting persons if exercised.

Management Comments

• The Reporting Persons acquired the Warrants reported herein as consideration pursuant to the Credit Agreement Amendments.
• On August 25, 2026, pursuant to Section 2.2 of each of Omnibus Amendment No.2 and the Cash Flow Amendment, the Issuer issued to MGMH II the Warrants, consisting of (i) a warrant to purchase 750,000 shares of Common Stock issued in connection with the additional borrowing of $10,000,000 made pursuant to that certain Omnibus Amendment No. 2, dated as of June 16, 2026, by and among the Issuer, as borrower, MGMH II, as lender, and the other parties thereto ("Omnibus Amendment No. 2"), and (ii) a warrant to purchase 750,000 shares of Common Stock issued in connection with the additional borrowing of $10,000,000 made pursuant to that certain Amendment No. 3 to Credit Agreement (Cash Flow), dated as of August 11, 2026, by and among the Issuer, as borrower, MGMH II, as lender, and the other parties thereto (the "Cash Flow Amendment", and together with Omnibus Amendment No. 2, the "Credit Agreement Amendments").
• Each Warrant has an initial exercise price per share of $10.00, subject to certain customary adjustments for stock dividends, stock splits and similar actions.
• The Warrants are exercisable immediately and expire five years from the date of issuance.

Industry Context

StockSavvy.ai notes that the issuance of warrants as part of debt financing is a common practice, especially for companies in capital-intensive industries like electric vehicles, where Workhorse Group operates. This indicates ongoing efforts to manage liquidity and secure operational funding.

Related Party Transactions

• Motive GM Holdings II LLC, Gary Magness, and GMIT Lending Company, LLC are identified as reporting persons with shared beneficial ownership.
• MGMH II is the record holder of shares, GMIT Lending is the majority member of MGMH II, and Gary Magness holds the remaining interest and is the manager of MGMH II.
• Warrants were issued to MGMH II as consideration for additional borrowings from MGMH II by Workhorse Group Inc.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by reporting persons could signal their commitment or influence, but the issuance of warrants may lead to future dilution if exercised.
• Creditors: The company has secured additional debt financing, which may impact its leverage ratios and debt servicing obligations.
• Management: The reporting persons, particularly Gary Magness, appear to have significant influence over the company's equity and debt structure.

Next Steps

• Reporting persons may exercise their warrants if the stock price is favorable.
• Continued monitoring of Workhorse Group Inc.'s financial health and operational progress.

Key Dates

Keywords

Workhorse Group Inc., Schedule 13D, Warrants, Beneficial Ownership, Credit Agreement, Motive GM Holdings II LLC, Gary Magness, GMIT Lending Company, LLC