Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 3 to Credit Agreement (Cash Flow)
As previously disclosed, on December 15, 2025, Workhorse Group Inc. (“Workhorse” or the “Company”) entered into (i) that certain Credit Agreement (Customer Orders) (the “Customer Order Credit Agreement”) and (ii) that certain Credit Agreement (Cash Flow) (the “Cash Flow Credit Agreement” and together with the Customer Order Credit Agreement, the “Credit Agreements”), each dated as of December 15, 2025, by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and Motive GM Holdings II LLC (“MGMH”), as lender, each as amended by that certain Omnibus Amendment No. 1, dated as of April 25, 2026, by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and MGMH, as lender (“Amendment No. 1”) and that certain Omnibus Amendment No. 2, dated as of June 16, 2026 by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and MGMH, as lender (“Amendment No. 2”).
On August 11, 2026, the Company entered into an Amendment No. 3 to Credit Agreement (Cash Flow) (“Amendment No. 3”), which amends the Cash Flow Credit Agreement (i) to increase the Commitment (as defined in Amendment No. 3) thereunder from $30,000,000 to $40,000,000 in accordance with Section 10.01 of the Cash Flow Credit Agreement and (ii) to defer interest payments on (x) the additional $10,000,000 loan made pursuant to Amendment No. 2 and (y) the additional $10,000,000 loan made pursuant to Amendment No. 3 until the first Interest Payment Date (as defined in the Cash Flow Credit Agreement) occurring after January 31, 2027.
Amendment No. 3 further included an obligation by the Company to issue to MGMH warrants (the “Warrants”) to purchase an aggregate of 1,500,000 shares of the Company’s Common Stock, par value $0.001 per share, with an exercise price equal to $10.00 per share, consisting of 750,000 warrant shares issued in connection with the additional borrowing of $10,000,000 permitted by Amendment No. 3 and 750,000 warrant shares issued in connection with the additional borrowing of $10,000,000 permitted by Amendment No. 2 (and in satisfaction of the Company’s previously disclosed obligation to issue warrants in connection with such amendment). Upon issuance, which will occur promptly following satisfaction of all notification obligations with the Nasdaq Capital Market, the Warrants are exercisable immediately and for a period of five years.
The foregoing summary and description of Amendment No. 3 and the Warrants are not and do not purport to be complete and are subject to, and qualified in their entirety by, (i) the full text of Amendment No. 3 a copy of which is filed as Exhibit 10.1 and is incorporated by reference, and (ii) the Warrants, a copies of the form of which is filed as Exhibit 10.2 and is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events
Rent Deferral Arrangement
As previously disclosed, on April 25, 2026, the Company and Mango Workhorse, LLC (“Lessor”) entered into an agreement whereby Lessor agreed to a deferral of the Company’s monthly rental payments pursuant to the lease for the Company’s manufacturing facility in Union City, Indiana for the five months beginning May 2026 and ending September 2026, with the entire deferred amount due and payable in a single lump-sum payment on or before September 30, 2026 (the “Prior Deferred Payments”).
On August 12, 2026, the Company and Lessor entered into an agreement whereby Lessor agreed to a deferral of (i) the Prior Deferred Payments and (ii) the Company’s monthly rental payments pursuant to the lease for the Company’s manufacturing facility in Union City, Indiana for the four months beginning October 2026 and ending January 2027, with the entire deferred amounts due and payable in a single lump-sum payment on or before January 31, 2027.