Workhorse Group SEC Filings

Workhorse Group is asking stockholders to vote at its virtual 2026 annual meeting on June 29 on four items: electing seven directors, approving executive pay on an advisory basis, ratifying Carr, Riggs & Ingram as auditor for 2026, and approving an amended 2023 long‑term incentive plan.

In his letter, the CEO highlights the December 2025 merger with Motiv Electric Trucks, combining a Union City, Indiana plant capable of producing over 5,000 vehicles per year with Motiv’s EV powertrain expertise and customer relationships. Management targets a $20 million annualized cost‑synergy run rate by the end of 2026 and emphasizes that total cost of ownership for electric trucks is already favorable versus internal combustion engines.

The proxy describes recent 100‑vehicle orders from Purolator and Gateway Fleets, a plan to cut product costs via a next‑generation powertrain and modular chassis, and a new OEM‑scale customer support program with InCharge Energy. It also details governance structures, director and executive compensation, and change‑in‑control arrangements following the Motiv merger, under which Motive GM Holdings II LLC now owns about 60.9% of outstanding shares.

Workhorse Group Inc. ownership update: a group of affiliated reporting persons led by Horsepower Opportunities LLC and ATW Partners Opportunities Management, LLC report shared voting and dispositive power over specific blocks of Common Stock. The filing cites 10,449,858 Shares outstanding as of March 24, 2026 and lists reported positions including 545,863 shares (5.0%) and 251,175 shares (2.4%).

The report states these amounts include Shares held by the Holding Company, affiliated entities and rights to receive shares (Rights Shares), and explains the percent of class is calculated under Rule 13d-3(d)(1)(i). Each Reporting Person disclaims beneficial ownership except for any pecuniary interest.

Workhorse Group Inc. reported a sharply loss-making and cash‑constrained first quarter of 2026 while integrating its reverse merger with Motiv Power Systems. Revenue rose to $4.3 million, but cost of sales of $11.8 million drove a gross loss of $7.5 million and a net loss of $19.9 million, or $1.99 per share, compared with a $12.7 million loss a year earlier.

As of March 31 2026, cash and cash equivalents were only $0.6 million (plus $0.7 million restricted), against total liabilities of $76.5 million and total stockholders’ equity of $26.2 million. Management concluded that recurring losses, limited cash, dependence on external funding and lower‑than‑expected demand raise substantial doubt about the company’s ability to continue as a going concern for at least one year.

The quarter reflected the December 2025 reverse acquisition of Workhorse by Motiv, extensive related‑party financing from Motive GM Holdings II LLC, and restructuring of prior debt via stock rights. Workhorse relies on a $40 million customer order credit facility and a $10 million cash‑flow line, both from this related party, and a $5 million convertible note. Subsequent events include amendments increasing cash‑flow borrowing capacity, a planned $4.3 million litigation settlement with a battery supplier, rent deferrals on its Union City plant lease, and a new purchase order for 100 fully electric W56 step vans.

Workhorse Group Inc. reported first quarter 2026 results showing rapid revenue growth but continued heavy losses and tight liquidity. Revenue rose to $4.3 million for the quarter, up from $1.1 million a year earlier on a comparable GAAP basis, with 21 vehicles delivered versus 5 in 2025.

Cost of sales increased to $11.8 million, producing a gross loss of $7.5 million. Operating expenses reached $13.6 million, leading to an operating loss of $21.1 million and a net loss of $19.9 million, or $1.99 per share, compared with a $12.7 million net loss, or $1.36 per share, in the prior-year quarter.

Cash and cash equivalents fell to $0.6 million as of March 31, 2026, from $12.2 million at December 31, 2025, while a $5.0 million customer order credit agreement with a related party was added to current liabilities. Management highlighted progress integrating the Motiv merger, facility consolidation to Union City, Indiana, targeted $20 million annualized cost synergies by the end of 2026, and a contracted backlog of more than 200 vehicles driven by 100-unit orders from Gateway Fleets and Purolator.

Workhorse Group Inc. filed an amendment to its annual report to add detailed governance, compensation, ownership and related‑party information after deciding to file its 2026 proxy beyond the 120‑day window. The filing updates Board and executive biographies, committee assignments and independence determinations.

It discloses 2025 pay for named executives, including total compensation of $1,884,396 for former CEO Richard Dauch and $338,542 for new CEO Scott Griffith, whose annual base salary was retroactively set at $600,000. The amendment describes change‑in‑control and severance protections, cancellation and vesting of prior equity awards at the Motiv merger closing, and current incentive eligibility.

Workhorse reports a $20.0 million sale‑leaseback of its Union City facility with an affiliate of Motive GM Holdings II, LLC, base annual rent of $2.1 million with 3% annual increases, and related‑party credit facilities of up to $40.0 million and $10.0 million. As of March 31, 2026, $5.0 million was drawn on the customer order facility and $10.0 million on the cash‑flow facility, plus a $5.0 million subordinated convertible note, all with disclosed interest terms.

The filing also shows Motive GM Holdings II, LLC owning 6,629,800 shares, or 60.9% of common stock as of April 24, 2026, director and officer holdings totaling 627 shares, and 17,353 shares available under the 2023 Long‑Term Incentive Plan. Audit fees to Carr, Riggs & Ingram were $425,000 for 2025 versus $345,000 in 2024.

Workhorse Group Inc. updated its financing, executive pay and lease terms. The company amended its credit agreements with Motive GM Holdings II LLC, doubling the Cash Flow Credit Agreement commitment from $10,000,000 to $20,000,000 and reducing the Customer Order Credit Agreement commitment from $40,000,000 to $30,000,000. Interest on the additional $10,000,000 loan is deferred until the first interest payment date after September 30, 2026.

Workhorse also formalized CEO Scott Griffith’s compensation retroactive to December 15, 2025, including a $600,000 base salary, a target bonus of 50% of salary, long-term incentive eligibility and severance equal to 100% of base salary and 100% of his annual bonus target if terminated without cause or for good reason. Separately, the landlord for its Union City, Indiana manufacturing facility agreed to defer five months of rent from May through September 2026, with all deferred rent due by September 30, 2026.

Workhorse Group Inc. has agreed to resolve a legal dispute with Coulomb Solutions, Inc. by entering into a binding settlement term sheet. The company will pay a $4.3 million settlement amount in exchange for final dismissal of the litigation with prejudice, subject to a definitive settlement agreement by April 30, 2026. Workhorse plans to fund the settlement through borrowing under its existing credit facilities, with payment due no later than May 28, 2026.

Workhorse Group Inc. reports a reverse merger with Motiv Power Systems, making Motiv the accounting acquirer and giving MGMH 6,629,800 shares, or 68.3% of common stock. The company executed a $20.0 million sale‑leaseback and a $5.0 million subordinated convertible note to fund operations.

New senior secured credit lines provide up to $40.0 million for customer orders and $10.0 million for working capital, but as of December 31, 2025 the full $10.0 million cash‑flow facility was drawn. Management discloses substantial doubt about the company’s ability to continue as a going concern and warns that failure to secure additional financing could lead to bankruptcy protection.

Workhorse Group Inc. reported sharp revenue growth but continued losses for the fourth quarter and full year 2025, its first results after the Motiv Electric Trucks merger. Revenue reached $9.7 million in Q4 2025, up 64% from the prior-year quarter, and $21.2 million for full year 2025, a 201% increase driven by higher vehicle deliveries and the expanded combined business.

The company delivered 65 vehicles in Q4 and 112 in 2025, up from 46 in 2024, yet gross profit remained negative, with a Q4 gross loss of $5.7 million. Total operating expenses were $14.4 million in Q4, including $4.9 million of merger-related costs, leading to a Q4 net loss of $23.7 million and a full-year net loss of $64.1 million. Cash and cash equivalents were $12.9 million as of December 31, 2025, and total stockholders’ equity improved to $43.0 million, reflecting the reverse acquisition accounting and new capital structure. Management highlighted targeted $20 million in annualized cost synergies as it integrates operations, consolidates manufacturing in Indiana, and rolls out new products like a 140 kWh W56 step van configuration.