Workhorse Group, Inc.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Adoption of Value Creation Incentive Plan On September 22, 2026, the Board of Directors (the “Board”) of Workhorse Group Inc. (the “Company”), upon the recommendation of the Human Resource Management and Compensation Committee (the “Committee”), adopted the Workhorse Group Inc. Value Creation Incentive Plan (the “VCIP”). The Company’s executive officers, as well as other employees of the Company, are eligible to participate in the VCIP. The VCIP provides for the grants of performance awards to eligible employees, which awards may be earned based on the achievement of one or more performance goals over a designated performance period, which will generally consist of three (3) to five (5) year periods, as determined by the Committee. Actual award amounts payable to participants based on the achievement of the performance goals will be paid in cash, or alternatively at the Committee’s election, in the form of shares of the Company’s common stock. The foregoing description of the VCIP does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the VCIP, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference. Grants of VCIP Performance Awards Also on September 22, 2026, the Board approved, upon the recommendation of the Committee, grants of performance awards under the VCIP to Scott Griffith, the Company’s Chief Executive Officer, and Jody Davis, the Company’s Chief Financial Officer (the “Performance Awards”). The terms and conditions of the Performance Awards are set forth in an Award Notice, approved by the Board upon recommendation of the Committee. The target award amount for Mr. Griffith is $15 million and the target award amount for Mr. Davis is $6.5 million. The performance period of the Performance Awards begins October 1, 2026, and ends September 30, 2031. A brief description of the performance goals, and the targets that must be achieved in order for amounts to be earned under the Performance Awards, is shown below: Performance Goal Performance Target Annualized GAAP Revenue Milestone (15% of Target Award) ≥$75 million in annualized GAAP revenue for at least two (2) consecutive fiscal quarterly periods, determined as GAAP sales, net of returns and allowances for the fiscal quarter multiplied by four (4) Positive Gross Margin Milestone Positive GAAP gross margin for at least two (2) consecutive fiscal quarterly periods, determined as GAAP gross profit divided by GAAP sales, net of returns and allowances for the fiscal quarter (20% of Target Award) Positive Operating Cash Flow Milestone (25% of Target Award) Positive operating cash flow for at least two (2) consecutive fiscal quarterly periods, determined as GAAP net cash provided by operating activities Enterprise Equity Value Milestone Average of ≥$500 million market capitalization over any consecutive 45-trading day period (40% of Target Award) The applicable level of achievement of each of the performance goals, and the corresponding percentage of the target award that is allocated to such performance goal and may be earned with respect to an individual performance goal, will be determined independent of each other. Achievement of any individual performance goal above the applicable performance goal level will not result in any “above target” payment with respect to such performance goal or impact the ability to earn any portion of the target award allocated to a separate performance goal. The foregoing description of the Performance Awards does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Award Notice applicable to such awards, a copy of which is filed as Exhibit 10.2 hereto and the terms of which are incorporated herein by reference. The performance targets included herein are not predictions or projections of how the Company will perform in the future and the Company is not providing any guidance of its future performance with the disclosure of these performance targets. You are cautioned not to rely on these performance targets as a prediction of the Company’s future performance.