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Workhorse Group Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

WKHS$3.32+7.4%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 15. Exhibits

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  1. Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report)

  2. All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the Consolidated Financial Statements or the accompanying notes.

  3. The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report.

Exhibit No.DescriptionForm Incorporated FromReport Date
2.1Agreement 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.8-K8/15/2025
3.1Certificate of Designation for Series A Preferred Stock8-K1/4/2010
3.2Certificate of Change8-K5/25/2010
3.3Certificate of Correction8-K5/25/2010
3.4Articles of Merger8-K5/25/2010
3.5Certificate of Correction (Articles of Merger)8-K5/25/2010
3.6Certificate of Amendment to the Certificate of Incorporation8-K9/10/2010
3.7Certificate of IncorporationSB-22/4/2008
3.8Articles of Merger between AMP Holding Inc. and Workhorse Group Inc.8-K4/16/2015
3.9Certificate of Change filed December 9, 20158-K12/10/2015
3.10Certificate of Amendment to the Certificate of Incorporation dated August 8, 201710-Q8/9/2017
3.11Certificate of Amendment to the Certificate of Incorporation dated May 3, 201910-Q5/7/2019
3.12Certificate of Designation of Series B Preferred Stock8-K6/6/2019
3.13First Amended and Restated Bylaws of Workhorse Group Inc.8-K4/4/2022
3.14Certificate of Amendment to the Company’s Articles of Incorporation8-K9/6/2023
3.15Third Amended and Restated Bylaws8-K12/15/2025
4.1Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934†
4.2Indenture, dated December 27, 2023, by and between Workhorse Group Inc. and U.S. Bank, National Association8-K12/28/2023
10.1Director Agreement by and between Workhorse Group Inc. and Raymond Chess dated October 24, 20138-K10/30/2013
10.2Form of Indemnification Agreement10-K3/1/2021
10.3Amended and Restated Subordinated Convertible Note, dated December 15, 20258-K12/15/2025
10.4Amended and Restated Subsidiary Guarantee, dated December 15, 20258-K12/15/2025
10.5Credit Agreement (Customer Orders), dated December 15, 2025, by and among Workhorse Group Inc., certain subsidiaries of Workhorse Group Inc., and Motive GM Holdings II LLC8-K12/15/2025
10.6Credit Agreement (Cash Flow), dated December 15, 2025, by and among Workhorse Group Inc., certain subsidiaries of Workhorse Group Inc., and Motive GM Holdings II LLC8-K12/15/2025
10.8Security Agreement, dated December 15, 20258-K12/15/2025
10.9Registration Rights Agreement, dated December 15, 20258-K12/15/2025
10.1Purchase and Sale Agreement, dated August 15, 2025, by and between Workhorse Motor Works Inc. and Mango Workhorse, LLC8-K8/15/2025
10.11Form of Waiver, Repayment and Exchange Agreement, dated August 15, 20258-K8/15/2025
+ 10.6Employment Agreement between Workhorse Group Inc. and Joshua Anderson, dated September 21, 202110-K3/1/2022
+ 10.7Employment Agreement between Robert Ginnan and Workhorse Group Inc. dated January 4, 20228-K1/4/2022
10.15At-the-Market-Sales Agreement, dated March 10, 2022, between the Company and BTIG, LLC.8-K3/10/2022
+ 10.16Short-Term Incentive Plan10-K3/1/2022
+ 10.17Workhorse Group Inc. Amended and Restated 2023 Long-Term Incentive PlanDEF 14A10/8/2025
+ 10.20Form of Executive Restricted Stock Unit Award Agreement under 2023 Long-Term Incentive Plan10-K3/12/2024
+ 10.30Form of Director Restricted Stock Unit Award Agreement under 2023 Long-Term Incentive Plan10-K3/12/2024
+ 10.32Amendment to Employment Agreement and Salary Deferral Agreement, dated as of March 11, 2024, by and between the Company and Robert Ginnan.10-Q5/20/2024
16.1Letter re Change in Certifying Accountant8-K1/21/2025
16.2Letter re Change in Certifying Accountant8-K12/9/2024
19.1Insider Trading Policy10-K3/31/2025
21.1List of Subsidiaries†
23.1Consent of CBIZ CPAs P.C.†
23.2Consent of Carr, Riggs & Ingram, L.L.C.†
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
97.1Clawback Policy, effective October 2, 202310-K3/31/2025
101.INSInline XBRL INSTANCE DOCUMENT
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Labels Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Inline XBRL Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Exhibits that are filed with this report.

  • Indicates a management contract or compensatory arrangement.
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