Workhorse Group Files Amended 10-K/A: Key Investor Insights and Price-Sensitive Disclosures

Overview

Workhorse Group Inc. (“Workhorse” or “the Company”) has filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This filing was made to provide important updates and disclosures that were not available at the time of the original 10-K filing, primarily due to the delay in the Company’s 2026 Proxy Statement. This amendment incorporates critical information that investors and shareholders should review carefully, as it contains both company governance changes and compensation-related details that may influence the Company’s share value.

Key Highlights of the 10-K/A Filing

• Amendment Purpose: The amendment was filed because Workhorse will not file its 2026 Proxy Statement within 120 days after the end of the 2025 fiscal year. As a result, Part III of the 10-K, including Items 10-14 (covering directors, executive officers, executive compensation, security ownership, and accounting fees), is now included in the 10-K/A.
• Market Value and Capital Structure:
  • As of June 30, 2025, Workhorse’s public float (market value of common stock held by non-affiliates) was \$11,644,380.
  • As of April 24, 2026, the number of shares outstanding was 10,893,223.
• Listed Security: Common stock, \$0.001 par value, trading under the symbol WKHS on the NASDAQ Capital Market.
• Filer Status: The Company is a Non-Accelerated Filer and a Smaller Reporting Company. It is not an Emerging Growth Company.
• Reporting Compliance: Workhorse affirms it has filed all required reports for the past 12 months and is in compliance with electronic data submissions.
• Internal Controls: The Company’s 10-K/A does not include an auditor attestation report on internal controls under Section 404(b) of Sarbanes-Oxley, reflecting their smaller reporting company status.

Governance and Insider Issues

• Section 16(a) Delinquent Filings: There were administrative delays in the filing of Form 3s for certain executives, but all other reports appear timely. This may be seen as a minor governance lapse, but not a material weakness.
• Insider Trading Policy: The Company has a detailed policy (filed as Exhibit 19.1) that prohibits trading on material nonpublic information, disclosure of such information, speculative trading, and trading during blackout periods unless under approved 10b5-1 plans. Violations may lead to termination.

Executive Compensation and Leadership Changes

• Named Executive Officer Compensation:
  • CEO compensation (2024): \$780,000 in salary, with additional components in stock awards and other compensation, details of which are provided in the summary table.
  • CFO compensation (2024): \$400,000 in salary, plus \$1,001,396 in stock awards, totaling \$1,884,396.
• Incentive Plans: The Company operates a 2023 Long-Term Incentive Plan and a Short-Term Incentive Plan. As of December 31, 2025, there were 17,353 shares available for future issuance under the LTIP, indicating potential future equity dilution.
• Director Compensation: Director and executive officer compensation is disclosed in detail, with the highest-paid director receiving \$171,740 in total compensation for 2025.

Security Ownership

• Concentration of Ownership: All directors and executive officers as a group held 627 shares as of April 24, 2026, representing a very small percentage of the total outstanding stock, potentially indicating limited executive alignment with shareholders.
• Major Shareholders: Motive GM Holdings II, LLC, is listed as a principal (5%+) shareholder, a fact that may be of interest to investors tracking strategic influence or potential changes in control.

Related Party Transactions

• No New Major Related Party Transactions: The Company details the threshold for disclosure (\$120,000 or 1% of assets) and lists all transactions since January 1, 2024, but no new material related party transactions are highlighted in the amendment.

Accounting and Audit

• Auditor Appointment: The Audit Committee has appointed Carr, Riggs & Ingram, L.L.C. (CRI) as the independent registered public accounting firm for fiscal 2026.
• Audit Fees: Audit fees for 2025 and 2024 were \$345,000 each. There were no audit-related, tax, or other fees paid, indicating a straightforward audit engagement.
• No Financial Restatements: The amendment does not contain corrections of errors or restated financial statements, which reduces risk for investors.

Corporate Documentation and Exhibits

• A large number of exhibits are filed or incorporated by reference, including the Certificate of Incorporation, Bylaws, equity and incentive plans, executive employment agreements, and the Insider Trading Policy. These documents are available for investor review and provide transparency on governance and contractual obligations.

Potential Price-Sensitive and Shareholder-Relevant Issues

• Delay in Proxy Statement: The delay in filing the 2026 Proxy Statement and the need to file this amendment may raise governance or operational timing questions among institutional investors.
• Equity Incentive Plan Dilution: The presence of available shares for future issuance under the LTIP could lead to future dilution, which investors should monitor.
• Executive and Director Ownership: The low ownership by current directors and executive officers may raise concerns about management’s alignment with shareholder interests.
• Continued Audit Engagement: The reappointment of CRI as auditors provides continuity but audit fees remain substantial relative to market capitalization, which may prompt questions about cost structure.

Conclusion

While this 10-K/A does not reveal any financial restatements or major related party concerns, the delay in proxy statement filing, the structure and scale of executive compensation, potential for further equity dilution, and governance details are all important for shareholders. These factors, especially the proxy statement delay and low insider ownership, may be viewed as price-sensitive and warrant investor attention as they could influence market sentiment and share valuation.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The author and publisher are not responsible for any losses incurred as a result of reliance on this information.

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