Workhorse Group Inc. Files 8-K with Multiple Material Events

TL;DR

Workhorse filed an 8-K detailing major deals, equity sales, and control changes. Big moves happening.

AI Summary

Workhorse Group Inc. filed an 8-K on December 15, 2025, reporting several material events. These include entering into and terminating definitive agreements, completing asset acquisitions or dispositions, and creating financial obligations. The company also disclosed unregistered sales of equity securities, material modifications to security holder rights, and changes in control. Additionally, there were changes in directors or officers and compensatory arrangements, amendments to governing documents, and Regulation FD disclosures. The filing also included financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential shifts in Workhorse Group's financial structure and control, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing covers a broad range of material events including financial obligations, equity sales, and changes in control, suggesting a period of significant corporate activity and potential volatility.

Key Players & Entities

• Workhorse Group Inc. (company) — Filer of the 8-K report
• AMP Holding Inc. (company) — Former company name
• Title Starts Online, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share WKHS The Nasdaq
• $50 million — w), which provides Workhorse with up to $50 million in debt financing, and (iii) effected a
• $20 million — with MGMH provide Workhorse with up to $20 million in debt financing at the Closing. In sa
• $40 million — Agreement provides Workhorse with up to $40 million to fund vehicle manufacturing in connec
• $10 million — credit with borrowing capacity of up to $10 million to fund its working capital requirement
• $5 million — aggregate original principal amount of $5 million. The Convertible Note was initially a s
• $9.9 million — e deposited an additional approximately $9.9 million into its lockbox account. The amount of
• $18.3 million — ent, the Company released approximately $18.3 million to the 2024 Note Holder (the "Repayment
• $6.6 million — d expenses, the remaining approximately $6.6 million in the account. In addition, in accord

Filing Documents

• ea0269008-8k_workhorse.htm (8-K) — 76KB
• ea026900801ex3-1_workhorse.htm (EX-3.1) — 190KB
• ea026900801ex10-1_workhorse.htm (EX-10.1) — 568KB
• ea026900801ex10-2_workhorse.htm (EX-10.2) — 497KB
• ea026900801ex10-3_workhorse.htm (EX-10.3) — 217KB
• ea026900801ex10-4_workhorse.htm (EX-10.4) — 99KB
• ea026900801ex10-5_workhorse.htm (EX-10.5) — 83KB
• ea026900801ex10-6_workhorse.htm (EX-10.6) — 157KB
• ea026900801ex99-1_workhorse.htm (EX-99.1) — 24KB
• 0001213900-25-121720.txt ( ) — 2506KB
• wkhs-20251215.xsd (EX-101.SCH) — 3KB
• wkhs-20251215_lab.xml (EX-101.LAB) — 33KB
• wkhs-20251215_pre.xml (EX-101.PRE) — 22KB
• ea0269008-8k_workhorse_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. Closing Debt Financing The Merger Agreement included a condition to closing that entities affiliated with MGMH provide Workhorse with up to $20 million in debt financing at the Closing. In satisfaction of this condition precedent, on the Closing Date, Workhorse entered into a (i) Credit Agreement (Customer Orders) (the "Customer Order Credit Agreement") and (ii) Credit Agreement (Cash Flow) (the "Cash Flow Credit Agreement" and together with the Customer Order Credit Agreement, the "Credit Agreements" and such transactions, collectively, the "Closing Debt Financing"), each by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and MGMH as lender. The Customer Order Credit Agreement provides Workhorse with up to $40 million to fund vehicle manufacturing in connection with Qualified Purchase Orders (as defined in the Customer Order Credit Agreement). Under the Customer Order Credit Agreement, a Qualified Purchase Order includes purchase orders entered into between Workhorse and/or one or more of its subsidiaries and a customer made on terms approved by MGMH or substantially similar to terms previously approved by MGMH pursuant to a master purchase agreement or other standard terms and conditions approved by MGMH. The amount of funds advanced by MGMH upon the receipt of an acceptable purchase order will be determined by Workhorse but will not exceed 70% of the purchase price for the ordered vehicles without MGMH's consent. 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, including costs related to the Merger, and its general corporate purposes. Workhorse's outstanding obligations under each Credit Agreement bear interest at a reference

02. Termination of a Material

Item 1.02. Termination of a Material Definitive Agreement. To the extent required by this Item 1.02, the information related to the termination of the Convertible Note Security Agreement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. To the extent required by this Item 1.02, the information related to the termination of the Securities Purchase Agreement set forth in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

01. Completion of Acquisition

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Merger As previously reported, on November 25, 2025, Workhorse held its 2025 annual meeting of stockholders (the "Meeting") at which Workhorse stockholders considered and approved, among other matters, (i) the issuance of Common Stock, which represented more than 20% of the shares of Common Stock outstanding immediately prior to the Merger, to MGMH, pursuant to the terms of the Merger Agreement and (ii) the change of control of Workhorse resulting from the Merger pursuant to Nasdaq Listing Rule 5635(b). In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (i) Workhorse issued an aggregate of 6,629,800 shares of Common Stock to MGMH, (ii) the financial indebtedness of Motiv was cancelled, with MGMH, as the holders of such indebtedness, receiving shares of Common Stock as Merger consideration, (iii) each share of Motiv's common stock and preferred stock outstanding immediately prior to the Effective Time was cancelled and (iv) Motiv became an indirect, wholly owned subsidiary of Workhorse. 2 In addition, at the Effective Time, all unexercised and outstanding Workhorse stock options issued under Workhorse's equity incentive plans were cancelled for no consideration. All other unvested and outstanding awards under Workhorse's equity incentive plans accelerated in full as of the Effective Time, with performance deemed achieved at target level for performance share units. The Common Stock will continue to be listed on The Nasdaq Stock Market LLC ("Nasdaq") and traded under the ticker symbol "WKHS." The Definitive Proxy Statement on Schedule 14A filed with the SEC on October 8, 2025 contains additional information about the Merger and the other transactions contem

03. Creation of a Direct

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by this Item 2.03, the information related to the Closing Debt Financing set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered Sales of Equity

Item 3.02. Unregistered Sales of Equity Securities. Merger To the extent required by this Item 3.02, the information related to the Merger Agreement set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of Common Stock issued by Workhorse as consideration in the Merger were issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") under Section 4(a)(2) thereunder because the offer and sale of such securities did not involve a public offering. Repayment and Exchange As previously disclosed, on August 15, 2025, Workhorse entered into a Waiver, Repayment and Exchange Agreement (the "Repayment Agreement") by and among Workhorse and the investors party thereto (collectively, the "2024 Note Holder") to (i) redeem all of Workhorse's outstanding obligations under the notes issued to the 2024 Note Holder (the "2024 Notes") and (ii) cancel the warrants issued to the 2024 Note Holder (the "2024 Warrants") on the Closing Date. Upon entry into the Repayment Agreement, Workhorse deposited an additional approximately $9.9 million into its lockbox account. The amount of cash in the lockbox account was reduced by the aggregate principal amount of notes issued to the 2024 Note Holder (the "2024 Notes") that were converted between entry into the Repayment Agreement and the Closing and increased by interest accrued on the deposited amount before Closing (the "Cash Collateral"). After making such adjustments, pursuant to the terms of the Repayment Agreement, the Company released approximately $18.3 million to the 2024 Note Holder (the "Repayment"), and Workhorse retained, after fees and expenses, the remaining approximately $6.6 million in the account. In addition, in accordance with the terms of the Repayment Agreement, Workhorse issued to the 2024 Note Holder rights (the "Rights") to acquire 1,193,364 shares of Common Stock in exchange for t

03. Material Modification to

Item 3.03. Material Modification to Rights of Security Holders. Bylaws In connection with the Closing, Workhorse's Board of Directors (the "Board") 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. The Control Share Act provides that persons who acquire a "controlling interest" in a company may only be given full voting rights in their shares if such rights are conferred by the disinterested stockholders of the company at an annual or special meeting. However, any disinterested stockholder that does not vote in favor of granting such voting rights is entitled to demand that the company pay fair value for their shares, if the acquiring person has acquired at least a majority of all of the voting power of the company. Pursuant to the A&R Bylaws, the Control Share Act will not apply to Workhorse, and persons who acquire a "controlling interest" in Workhorse will have full voting rights in their shares without the approval of the disinterested stockholders. In addition, unless Workhorse consents to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall be the sole and exclusive forum for any derivative action or proceeding brought on Workhorse's behalf, any action asserting a claim of breach of fiduciary duty owed by any of Workhorses stockholders, directors, officers, or other employees to Workhorse or to its stockholders, and any civil action to interpret, apply, or enforce any provision of the Nevada Revised Statutes, any civil action to interpret, apply, enforce, or determine the validity of the provisions of the A&R Bylaws or Workhorse's Articles of Incorporation. The foregoing description of the A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy

01. Changes

Item 5.01. Changes in Control of Registrant. To the extent required by this Item 5.01, the information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. Resignations Pursuant to the terms of the Merger Agreement, effective immediately prior to the Effective Time, the following individuals resigned as directors of Workhorse and from each committee of the Board on which they served (collectively, the "Departing Directors"): (i) Richard Dauch, (ii) Jacqueline Dedo, (iii) Austin Scott Miller, (iv) Jean Botti, and (v) William Quigley. In addition, pursuant to the terms of the Merger Agreement, effective immediately prior to the Effective Time, the following individuals resigned as officers of Workhorse: (i) Richard Dauch, former Chief Executive Officer and (ii) James Harrington, former General Counsel, Chief Compliance Officer and Secretary. 4 Director Appointments Pursuant to the terms of the Merger Agreement, effective immediately after the Effective Time, the Board reduced the number of directors serving on the Board from eight to seven, and, immediately following the resignation of the Departing Directors the following individuals (collectively, the "Appointed Directors") were appointed to serve as directors on the Board to fill the resulting vacancies and to serve on the committees of the Board set forth beside their names: Name Committee Service Scott Griffith None Matthew O'Leary Nominating and Corporate Governance Committee; Human Resource Management and Compensation Committee Paul Savoie Human Resource Management and Compensation Committee Desi Ujkashevic Nominating and Corporate Gover

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Bylaws To the extent required by this Item 5.03, the information set forth under the heading "Bylaws" in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference. 5

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 15, 2025, Workhorse and Motiv issued a joint press release announcing the Closing of the Merger. A copy of that press release is furnished as Exhibit 99.1 and incorporated herein by reference. The information in Item 7.01 and Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking as amended. All statements other than statements of historical fact included or incorporated by reference in this Current Report on Form 8-K, including, among other things, statements regarding the Merger and other transactions described herein, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the Merger, the anticipated impact of the Merger on Workhorse's business and future financial and operating results, the expected amount and timing of synergies from the Merger, and other aspects of either company's operations or operating results are forward-looking statements. Some of these statements may be identified by the use of the words "plans", "expects" or "does not expect", "estimated", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "targets", "projects", "contemplates", "predicts", "potential", "continue", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might", "will" or "will be taken", "occur" or "be achieved". The absence of such words does not mean the statement is not a forward-looking statement.

Forward-looking statements are based on the opinions

Forward-looking statements are based on the opinions and estimates of management of Workhorse as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Some factors that could cause actual results to differ include Workhorse's ability to achieve the expected synergies and/or efficiencies; the industry and market reaction to the Closing; the possibility that the integration of the parties may be more difficult, time-consuming or costly than expected or that operating costs and business disruptions may be greater than expected; the risk that the price of the Company's securities may be volatile due to a variety of factors; changes in laws, regulations, technologies, the global supply chain, and macro-economic and social environments affecting Workhorse's business; and Workhorse's ability to maintain compliance with Nasdaq rules and otherwise maintain Workhorse's listing of securities on Nasdaq. Additional information on these and other factors that may cause actual results and Workhorse's performance to differ materially is included in Workhorse's reports filed with the SEC, including, but not limited to, Workhorse's Annual Report on Form 10-K for the year ended December 31, 2024, including those factors described under the heading " Risk Factors " therein, Workhorse's subsequent Quarterly Reports on Form 10-Q and the risk factors contained in the Definitive Proxy Statement on Schedule 14A filed with the SEC on October 8, 2025. Copies of Workhorse's filings with the SEC are available publicly on the SEC's website at www.sec.gov or may be obtained by contacting Workhorse. Should one or more of these risks or uncertainties materialize, or should any of Workhorse's assumptions prove incorrect, actual results may vary in

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses or Funds Acquired. The financial information required by this Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed. (b) Pro Forma Financial Information. The pro forma financial information required by this Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed. (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger dated August 15, 2025, by and among Workhorse Group Inc., Omaha Intermediate 2, Inc., Omaha Intermediate, Inc., Omaha Merger Subsidiary, Inc., and Motiv Power Systems, Inc. (incorporated by reference to th

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