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.
Positive
None.
Negative
None.
Insights
Affiliated funds report shared control over modest stakes in Workhorse.
The filing lists 545,863 shares held or attributable to ATW Partners Opportunities Management, LLC (reported as 5.0% of the class) and 251,175 shares for Horsepower Opportunities LLC (reported as 2.4% of the class), using the issuer's outstanding share count as of March 24, 2026.
Ownership is reported as shared voting and dispositive power due to relationships among the Holding Company, Fund and Adviser. Subsequent filings would show any change; timing and cash‑flow treatment are not included in the excerpt.
What does the Schedule 13G/A for WKHS disclose about holdings?
It discloses that affiliated Reporting Persons report shared voting and dispositive power over specified shares. The filing lists 545,863 shares (5.0%) and 251,175 shares (2.4%), with calculations tied to 10,449,858 Shares outstanding as of March 24, 2026.
Who are the Reporting Persons named in the WKHS 13G/A amendment?
The filing names Horsepower Opportunities LLC, ATW Opportunities Master Fund II, LP, ATW Partners Opportunities Management, LLC, Kerry Propper, and Antonio Ruiz‑Gimenez. Addresses and citizenships are listed, and signatures were provided by Kerry Propper and Antonio Ruiz‑Gimenez.
How was the percent of class calculated in this WKHS filing?
Percentages are based on 10,449,858 Shares outstanding as of March 24, 2026 plus shares the Reporting Persons can acquire upon conversion/exercise of Rights Shares, computed under Rule 13d‑3(d)(1)(i). The filing states this methodology explicitly.
Do the Reporting Persons claim they beneficially own the reported shares?
No. Each Reporting Person expressly disclaims beneficial ownership except to the extent of any pecuniary interest. The filing notes shared voting/dispositive power arises from managerial and fund relationships, not a full admission of beneficial ownership.
Does the filing state whether the shares are held directly or include Rights Shares?
Yes. The filing states the reported amounts include Shares held by the Holding Company, affiliated entities and Rights Shares (rights to receive Common Stock). The Rights Shares are cited as part of the amount attributable under the cited rule.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Workhorse Group Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
98138J503
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
98138J503
1
Names of Reporting Persons
Horsepower Opportunities LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
251,175.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
251,175.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
251,175.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP Number(s):
98138J503
1
Names of Reporting Persons
ATW Opportunities Master Fund II, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
251,175.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
251,175.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
251,175.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP Number(s):
98138J503
1
Names of Reporting Persons
ATW Partners Opportunities Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
545,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
545,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
545,863.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP Number(s):
98138J503
1
Names of Reporting Persons
Kerry Propper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
545,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
545,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
545,863.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
CUSIP Number(s):
98138J503
1
Names of Reporting Persons
Antonio Ruiz-Gimenez
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SPAIN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
545,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
545,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
545,863.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Workhorse Group Inc.
(b)
Address of issuer's principal executive offices:
48443 Alpha Drive #190
Wixom, Michigan 48393
Item 2.
(a)
Name of person filing:
Horsepower Opportunities LLC*
ATW Opportunities Master Fund II, LP*
ATW Partners Opportunities Management, LLC*
Kerry Propper*
Antonio Ruiz-Gimenez*
(b)
Address or principal business office or, if none, residence:
1 Pennsylvania Plaza, Suite 4810
New York, New York 10119
(c)
Citizenship:
Horsepower Opportunities LLC - Delaware
ATW Opportunities Master Fund II, LP - Delaware
ATW Partners Opportunities Management, LLC - Delaware
Kerry Propper - United States
Antonio Ruiz-Gimenez - Spain
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP No.:
98138J503
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Horsepower Opportunities LLC - 251,175*
ATW Opportunities Master Fund II, LP - 251,175*
ATW Partners Opportunities Management, LLC - 545,863*
Kerry Propper - 545,863*
Antonio Ruiz-Gimenez - 545,863*
*The Common Stock (the "Shares") reported herein represents Shares held by Horsepower Opportunities LLC (the "Holding Company") as well as Shares held by an affiliated entity of ATW Partners Opportunities Management, LLC (the "Adviser") and rights to receive shares of Common Stock ("Rights Shares") issued by Workhorse Group Inc. (the "Issuer"). The Holding Company is wholly owned by the private fund, ATW Opportunities Master Fund II, LP (the "Fund"). The Adviser serves as the investment manager to the Fund. Kerry Propper and Antonio Ruiz-Gimenez are control persons of the Adviser (the "Control Persons," and collectively with the Holding Company, the Fund, and the Adviser, the "Reporting Persons"). By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Holding Company and an affiliated entity of the Adviser.
The percent of class reported herein is based upon a statement in the Issuer's Form 10-K filed on March 31, 2026 that there were 10,449,858 Shares outstanding as of March 24, 2026 plus the approximate total number of Shares that the Reporting Persons can acquire upon the conversion and/or exercise of its Rights Shares in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934.
This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest, if any, therein.
(iv) Shared power to dispose or to direct the disposition of:
Horsepower Opportunities LLC - 251,175*
ATW Opportunities Master Fund II, LP - 251,175*
ATW Partners Opportunities Management, LLC - 545,863*
Kerry Propper - 545,863*
Antonio Ruiz-Gimenez - 545,863*
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Horsepower Opportunities LLC
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of its Manager
Date:
05/15/2026
ATW Opportunities Master Fund II, LP
Signature:
/s/ Kerry Propper
Name/Title:
Kerry Propper, a Managing Member of the General Partner
