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BCS

Current Report · Items 5.02, 5.07, 7.01, 9.01 · 8-K

Workhorse Group, Inc.

WKHSNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 25, 2025, at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Workhorse Group Inc. (the “Company”), the Company’s stockholders approved the Workhorse Group Inc.…

Filed Nov 25, 2025Accepted Nov 25, 2025, 4:05 PM ESTCIK 1425287Accession 0001213900-25-114739
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Company context

Headquartered in the Detroit area with manufacturing in Indiana, Workhorse (Nasdaq: WKHS) is redefining what a medium-duty truck should be. Workhorse builds software-first, electric trucks that are powerful, cost-efficient, reliable, safe, and comfortable - all with zero tailpipe emissions. Our deep experience building electric vehicles at scale drives intentional innovations designed to help customers lower operating costs, improve performance of their fleets, enhance the driver experience, and maximize uptime without compromise. By electrifying their fleets, our customers can make a positive impact on our world while meeting their financial, sustainability and compliance goals.

Current securities

Recent company filings

  1. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementNov 2, 2026
  2. Entry into a Material Definitive Agreement · Regulation FD Disclosure · Other EventsOct 29, 2026
  3. 144 filingOct 9, 2026
  4. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 28, 2026
  5. SCHEDULE 13D/A - filed by Motive GM Holdings II LLC regarding Workhorse Group Inc.Aug 25, 2026

Disclosure sections

Items 5.02, 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 25, 2025, at the 2025 annual meeting of stockholders (the “Annual Meeting”) of Workhorse Group Inc. (the “Company”), the Company’s stockholders approved the Workhorse Group Inc. Amended and Restated 2023 Long-Term Incentive Plan (the “Plan”), which among other things, increased the number of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), available for issuance under the Plan by an additional 1,500,000 Shares. The Company’s Board of Directors (the “Board”) previously adopted the Plan on September 21, 2025, subject to stockholder approval. For a description of the Plan, see the section entitled “Proposal No. 3: The Incentive Plan Proposal” of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October 8, 2025 (the “Proxy Statement”). The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. On November 25, 2025, the Company held its Annual Meeting. As of September 18, 2025, the record date for holders of Shares entitled to vote at the Annual Meeting, there were 19,059,954 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 9,824,102, or approximately 51.54% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. Immediately prior to the Annual Meeting, the Board of Directors determined to withdraw Proposal No. 4 and Proposal No. 5 from consideration. Accordingly, there were seven matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter. Proposal No. 1 - The Stock Issuance Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────── Votes Cast 4,810,096 605,258 651,239 3,757,509 The Company’s stockholders approved, for the purposes of complying with Nasdaq Listing Rules, the issuance of Shares issuable pursuant to the Merger Agreement, the Repayment Agreement, and the Convertible Note (each, as defined in the Proxy Statement). Proposal No. 2 - The Reverse Stock Split Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────── Votes Cast 7,068,893 2,016,417 738,792 0 The Company’s stockholders approved, pursuant to Nevada Revised Statute 78.2055, a reverse stock split of the outstanding Shares by a ratio of any whole number between 1-for-8 and 1-for-12, at any time prior to June 30, 2026, to be determined by the Board. Proposal No. 3. - The Incentive Plan Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────── Votes Cast 4,138,176 1,279,851 648,566 3,757,509 The Company’s stockholders approved the Plan to, among other things, increase the number of Shares available for issuance thereunder by an additional 1,500,000 Shares. Proposal No. 6 - The Director Election Proposal Nominee Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────────────────── Raymond J. Chess 4,676,697 614,284 775,612 3,757,509 Richard F. Dauch 4,626,197 696,675 743,721 3,757,509 Jacqueline A. Dedo 4,657,438 624,218 784,937 3,757,509 Alan S. Henricks 4,638,917 606,030 821,646 3,757,509 Pamela S. Mader 4,682,069 602,016 782,508 3,757,509 William G. Quigley III 4,629,017 619,486 818,090 3,757,509 Austin S. Miller 4,644,458 605,127 817,008 3,757,509 Dr. Jean Botti 4,668,131 606,777 791,685 3,757,509 The Company’s stockholders elected all eight nominees to serve as directors until the 2026 annual meeting of the stockholders of the Company, or until such directors’ successors have been duly elected or qualified, or until such directors’ earlier death, resignation, retirement, or removal. Proposal No. 7 - The Say-on-Pay Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────── Votes Cast 4,130,922 1,168,201 767,470 3,757,509 The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. Proposal No. 8 - The Auditor Ratification Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────── Votes Cast 8,337,782 610,507 875,813 0 The Company’s stockholders ratified the appointment of Berkowitz Pollack Brant Advisors + CPAs as the Company’s independent auditors for the fiscal year ended December 31, 2025. Proposal No. 9 - The Adjournment Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────────────────────── Votes Cast 7,899,893 1,049,004 875,205 0 The Company’s stockholders approved the proposal to allow the adjournment of the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for certain proposals or if Workhorse determines that one or more closing conditions to the Merger Agreement (as defined in the Proxy Statement) is not satisfied or waived.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On November 25, 2025, the Company issued a press release relating to the results of the Annual Meeting. A copy of that press release is furnished as Exhibit 99.1 and incorporated herein by reference. The information in Item 7.01 and Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ea026707001ex99-1_workhorse.htm

EX-99.1 2 ea026707001ex99-1_workhorse.htm PRESS RELEASE, DATED NOVEMBER 25, 2025 Exhibit 99.1 Workhorse Shareholders Approve Merger with Motiv Electric Trucks CINCINNATI, November 25, 2025 - Workhorse Group, Inc. (Nasdaq: WKHS) (“Workhorse” or “the Company”), an American technology company focused on pioneering the transition to zero-emission commercial vehicles, today announced that at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) held earlier today, Workhorse shareholders voted to approve the merger with Motiv Electric Trucks (“Motiv”). “We appreciate the support of our shareholders as we reach this important milestone in our pending merger with Motiv to create a leader in the medium-duty EV commercial vehicle market,” said Rick Dauch, CEO of Workhorse. “We are now poised to complete the transaction and officially bring together two innovators in the medium-duty electric vehicle space and better serve our blue-chip customer base. We look forward to enabling our shareholders to benefit from the upside potential of our combined company.” The transaction is expected to close in the coming weeks, subject to the satisfaction or waiver of customary closing cond…

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