0001463530-25-000003.txt : 20251215 0001463530-25-000003.hdr.sgml : 20251215 20251215165311 ACCESSION NUMBER: 0001463530-25-000003 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20251215 FILED AS OF DATE: 20251215 DATE AS OF CHANGE: 20251215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harrington James D. CENTRAL INDEX KEY: 0001463530 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37673 FILM NUMBER: 251572276 MAIL ADDRESS: STREET 1: 500 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Workhorse Group Inc. CENTRAL INDEX KEY: 0001425287 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] ORGANIZATION NAME: 04 Manufacturing EIN: 261394771 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 COMMERCE DRIVE CITY: LOVELAND STATE: OH ZIP: 45140 BUSINESS PHONE: 513-360-4704 MAIL ADDRESS: STREET 1: 100 COMMERCE DRIVE CITY: LOVELAND STATE: OH ZIP: 45140 FORMER COMPANY: FORMER CONFORMED NAME: AMP Holding Inc. DATE OF NAME CHANGE: 20100525 FORMER COMPANY: FORMER CONFORMED NAME: Title Starts Online, Inc. DATE OF NAME CHANGE: 20080128 4 1 wk-form4_1765835588.xml FORM 4 X0508 4 2025-12-15 1 0001425287 Workhorse Group Inc. WKHS 0001463530 Harrington James D. C/O WORKHORSE GROUP INC. 3600 PARK 42 DRIVE, SUITE 160E SHARONVILLE OH 45241 0 1 0 0 General Counsel 0 Common Stock, $0.001 par value per share 2025-12-15 4 M 0 198 0 A 366 D Common Stock, $0.001 par value per share 2025-12-15 4 S 0 198 6.51 D 168 D Common Stock, $0.001 par value per share 2025-12-15 4 M 0 38 0 A 206 D Common Stock, $0.001 par value per share 2025-12-15 4 S 0 38 6.51 D 168 D Common Stock, $0.001 par value per share 2025-12-15 4 M 0 296 0 A 464 D Common Stock, $0.001 par value per share 2025-12-15 4 S 0 296 6.51 D 168 D Restricted Stock Units 2025-12-15 4 M 0 198 0 D 2027-02-21 2027-02-21 Common Stock, $0.001 par value per share 198 0 D Performance Share Units 2025-12-15 4 M 0 38 0 D 2025-12-31 2025-12-31 Common Stock, $0.001 par value per share 38 0 D Performance Share Units 2025-12-15 4 M 0 296 0 D 2026-12-31 2026-12-31 Common Stock, $0.001 par value per share 296 0 D On June 17, 2024, Workhorse Group Inc. (the "Company") effected a 1-for-20 reverse split of the Company's common stock. On March 17, 2025, the Company effected a 1-for-12.5 reverse split of the Company's common stock. On December 8, 2025, the Company effected a 1-for-12 reverse split of the Company's common stock. The reverse stock splits resulted in a reduction in the number of shares held by the reporting person and proportional adjustments to the Company's outstanding equity awards. Accordingly, 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 (the "Merger Agreement"), dated August 15, 2025, by and among the Company, Omaha Intermediate 2, Inc., Omaha Intermediate, Inc., Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc., all of the Company's outstanding equity awards vested immediately prior to the effective time of the merger, with (to the extent applicable) performance deemed achieved at target. Represents Restricted Stock Units ("RSUs") granted by the Company to the reporting person on February 21, 2024. In accordance with the Merger Agreement, 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. Represents Performance Share Units ("PSUs") granted by the Company to the reporting person on May 2, 2023. In accordance with the Merger Agreement, 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. Represents Performance Share Units ("PSUs") granted by the Company to the reporting person on February 21, 2024. In accordance with the Merger Agreement, 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. /s/ Arthur McMahon III, attorney-in-fact for James D. Harrington 2025-12-15