Workhorse Group Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 15. Exhibits
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of this report)
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.
The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this report.
| Exhibit No. | Description | Form Incorporated From | Report Date |
| 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. | 8-K | 8/15/2025 |
| 3.1 | Certificate of Designation for Series A Preferred Stock | 8-K | 1/4/2010 |
| 3.2 | Certificate of Change | 8-K | 5/25/2010 |
| 3.3 | Certificate of Correction | 8-K | 5/25/2010 |
| 3.4 | Articles of Merger | 8-K | 5/25/2010 |
| 3.5 | Certificate of Correction (Articles of Merger) | 8-K | 5/25/2010 |
| 3.6 | Certificate of Amendment to the Certificate of Incorporation | 8-K | 9/10/2010 |
| 3.7 | Certificate of Incorporation | SB-2 | 2/4/2008 |
| 3.8 | Articles of Merger between AMP Holding Inc. and Workhorse Group Inc. | 8-K | 4/16/2015 |
| 3.9 | Certificate of Change filed December 9, 2015 | 8-K | 12/10/2015 |
| 3.10 | Certificate of Amendment to the Certificate of Incorporation dated August 8, 2017 | 10-Q | 8/9/2017 |
| 3.11 | Certificate of Amendment to the Certificate of Incorporation dated May 3, 2019 | 10-Q | 5/7/2019 |
| 3.12 | Certificate of Designation of Series B Preferred Stock | 8-K | 6/6/2019 |
| 3.13 | First Amended and Restated Bylaws of Workhorse Group Inc. | 8-K | 4/4/2022 |
| 3.14 | Certificate of Amendment to the Company’s Articles of Incorporation | 8-K | 9/6/2023 |
| 3.15 | Third Amended and Restated Bylaws | 8-K | 12/15/2025 |
| 4.1 | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 | † | |
| 4.2 | Indenture, dated December 27, 2023, by and between Workhorse Group Inc. and U.S. Bank, National Association | 8-K | 12/28/2023 |
| 10.1 | Director Agreement by and between Workhorse Group Inc. and Raymond Chess dated October 24, 2013 | 8-K | 10/30/2013 |
| 10.2 | Form of Indemnification Agreement | 10-K | 3/1/2021 |
| 10.3 | Amended and Restated Subordinated Convertible Note, dated December 15, 2025 | 8-K | 12/15/2025 |
| 10.4 | Amended and Restated Subsidiary Guarantee, dated December 15, 2025 | 8-K | 12/15/2025 |
| 10.5 | Credit Agreement (Customer Orders), dated December 15, 2025, by and among Workhorse Group Inc., certain subsidiaries of Workhorse Group Inc., and Motive GM Holdings II LLC | 8-K | 12/15/2025 |
| 10.6 | Credit Agreement (Cash Flow), dated December 15, 2025, by and among Workhorse Group Inc., certain subsidiaries of Workhorse Group Inc., and Motive GM Holdings II LLC | 8-K | 12/15/2025 |
| 10.8 | Security Agreement, dated December 15, 2025 | 8-K | 12/15/2025 |
| 10.9 | Registration Rights Agreement, dated December 15, 2025 | 8-K | 12/15/2025 |
| 10.1 | Purchase and Sale Agreement, dated August 15, 2025, by and between Workhorse Motor Works Inc. and Mango Workhorse, LLC | 8-K | 8/15/2025 |
| 10.11 | Form of Waiver, Repayment and Exchange Agreement, dated August 15, 2025 | 8-K | 8/15/2025 |
| + 10.6 | Employment Agreement between Workhorse Group Inc. and Joshua Anderson, dated September 21, 2021 | 10-K | 3/1/2022 |
| + 10.7 | Employment Agreement between Robert Ginnan and Workhorse Group Inc. dated January 4, 2022 | 8-K | 1/4/2022 |
| 10.15 | At-the-Market-Sales Agreement, dated March 10, 2022, between the Company and BTIG, LLC. | 8-K | 3/10/2022 |
| + 10.16 | Short-Term Incentive Plan | 10-K | 3/1/2022 |
| + 10.17 | Workhorse Group Inc. Amended and Restated 2023 Long-Term Incentive Plan | DEF 14A | 10/8/2025 |
| + 10.20 | Form of Executive Restricted Stock Unit Award Agreement under 2023 Long-Term Incentive Plan | 10-K | 3/12/2024 |
| + 10.30 | Form of Director Restricted Stock Unit Award Agreement under 2023 Long-Term Incentive Plan | 10-K | 3/12/2024 |
| + 10.32 | Amendment to Employment Agreement and Salary Deferral Agreement, dated as of March 11, 2024, by and between the Company and Robert Ginnan. | 10-Q | 5/20/2024 |
| 16.1 | Letter re Change in Certifying Accountant | 8-K | 1/21/2025 |
| 16.2 | Letter re Change in Certifying Accountant | 8-K | 12/9/2024 |
| 19.1 | Insider Trading Policy | 10-K | 3/31/2025 |
| 21.1 | List of Subsidiaries | † | |
| 23.1 | Consent of CBIZ CPAs P.C. | † | |
| 23.2 | Consent of Carr, Riggs & Ingram, L.L.C. | † | |
| 31.1 | Certification 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. | † | |
| 31.2 | Certification 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. | † | |
| 32.1 | Certification 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 | † | |
| 32.2 | Certification 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 | † | |
| 97.1 | Clawback Policy, effective October 2, 2023 | 10-K | 3/31/2025 |
| 101.INS | Inline XBRL INSTANCE DOCUMENT | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | Inline 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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