8-K filed December 15, 2025, 6:59 PM ET ticker WKHS CIK 0001425287

M&A confidence high sentiment neutral materiality 0.85

Workhorse closes Motiv merger; new CEO, $50M debt, and 1-for-12 reverse split take effect Dec 15

Workhorse Group Inc.

Merger consummated: Motiv becomes indirect wholly-owned subsidiary; 6,629,800 shares issued to MGMH, which gains control of Workhorse.
Scott Griffith appointed CEO; former CEO Richard Dauch and four other directors resign; board reduced to seven members.
Entered up to $50M in debt financing: $40M customer order credit and $10M cash flow line, both maturing Dec 15, 2028, at SOFR+5.00%.
Redeemed 2024 Notes: paid ~$18.3M to note holders; 2024 Warrants exchanged for rights to acquire 1,193,364 shares of common stock.
1-for-12 reverse stock split of common stock effected; Nasdaq listing and ticker 'WKHS' unchanged.

item 1.01 item 1.02 item 3.02 item 2.01 item 5.02 item 2.03 item 3.03 item 5.01 item 5.03 item 7.01 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001213900-25-121720
form_type: 8-K
ticker: WKHS
cik: 0001425287
company_name: Workhorse Group Inc.
filed_at: 2025-12-15T23:59:59+00:00
discovered_at: 2026-05-14T18:02:39.382672+00:00
generated_at: 2026-05-16T13:11:44.936786+00:00
sec_items: ["1.01", "1.02", "3.02", "2.01", "5.02", "2.03", "3.03", "5.01", "5.03", "7.01", "9.01"]
event_type: m_and_a
sentiment: neutral
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: high
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edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1425287/000121390025121720/ea0269008-8k_workhorse.htm
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Source-grounded claims

479cb057220577df69ee96b3526844637b5f206e

Workhorse Group Inc. incurred credit facility of up to $10 million with MGMH at term SOFR plus an applicable margin of 5.00% maturing December 15, 2028.

The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10 million to fund its working capital requirements

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

50bf1e536b3cf108d390bd5db5d34e69b24ba60b

Workhorse Group Inc. incurred credit facility of up to $40 million with MGMH at term SOFR plus an applicable margin of 5.00% maturing December 15, 2028.

The Customer Order Credit Agreement provides Workhorse with up to $40 million to fund vehicle manufacturing in connection with Qualified Purchase Orders

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

e1ad0934763a77040a9cdd99cb5568d658a778b2

Workhorse Group Inc.: Board adopted Third Amended and Restated Bylaws to opt out of Control Share Act and add exclusive forum provision.

adopted the Third Amended and Restated Bylaws of Workhorse (the “A&R Bylaws”) to (i) opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes (the “Control Share Act”), and (ii) add an exclusive forum provision.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

116e9d8e2e370c8768867d1866529c7c9b105877

Workhorse Group Inc. completed an acquisition involving Motiv Power Systems, Inc. (closed 2025-12-15).

On December 15, 2025 (the “Closing Date”), Workhorse Group Inc., a Nevada corporation (“Workhorse” or the “Company”), consummated the previously announced merger pursuant to the Agreement and Plan of Merger

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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same fact type: debt_financing, governance_change, ma_transaction same SEC item: 1.01, 2.03, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10 million to fund its working capital requirements

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The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

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adopted the Third Amended and Restated Bylaws of Workhorse (the “A&R Bylaws”) to (i) opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes (the “Control Share Act”), and (ii) add an exclusive forum provision.

Comparable filing

On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.

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same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 3.02, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10 million to fund its working capital requirements

Comparable filing

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The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10 million to fund its working capital requirements

Comparable filing

The Credit Agreement provides for (i) a senior secured first lien term loan facility in an aggregate principal amount of $500.0 million (the “Term Loan Facility”) and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of $100.0 million

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same fact type: debt_financing, ma_transaction same SEC item: 1.01, 1.02, 2.01, 2.03, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

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The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10 million to fund its working capital requirements

Comparable filing

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same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.02, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

adopted the Third Amended and Restated Bylaws of Workhorse (the “A&R Bylaws”) to (i) opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes (the “Control Share Act”), and (ii) add an exclusive forum provision.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

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same fact type: debt_financing, ma_transaction same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01 same event type: m_and_a similar materiality

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The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10 million to fund its working capital requirements

Comparable filing

(ii) an upsize to the Company's existing senior secured revolving credit facility from $400.0 million to $500.0 million

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same fact type: governance_change, ma_transaction same SEC item: 2.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

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adopted the Third Amended and Restated Bylaws of Workhorse (the “A&R Bylaws”) to (i) opt out of Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes (the “Control Share Act”), and (ii) add an exclusive forum provision.

Comparable filing

On May 7, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Authorized Share Charter Amendment ”), effective as of such date, increasing the number of authorized shares of Company Common Stock from 1,000,000,000 to 2,000,000,000.

Filing page SEC filing

Source: SEC EDGAR

accession 0001213900-25-121720

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