Workhorse Group Inc. (WKHS) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on December 3, 2025, by Workhorse Group Inc. The filing addresses a material modification to the rights of security holders regarding a reverse stock split approved by stockholders on November 25, 2025.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate actions related to capital structure.
Material Changes
- Reverse Stock Split: The Board approved a 1-for-12 reverse stock split of outstanding common stock.
- Effective Date: The split is effective as of December 8, 2025, with trading on a split-adjusted basis expected to begin at market open on that date.
- Share Count Adjustment: Based on 26,037,208 shares outstanding as of November 19, 2025, the post-split share count is expected to be approximately 2,169,768 shares.
- Fractional Shares: No fractional shares will be issued; fractional interests will be rounded up to the nearest whole share.
- Securities Adjustment: Outstanding stock options, warrants, restricted stock, and RSUs will be adjusted to reflect the split.
- Identification: The trading symbol remains "WKHS," but the CUSIP number will change to 98138J503.
Outlook, Risks, and Management Commentary
Purpose: The reverse split is intended to help the Company comply with Nasdaq Minimum Share Price Requirements, which is a condition for the proposed merger with Motiv Power Systems, Inc.
Risks and Contingencies:
- There is no assurance that the reverse split will successfully allow the Company to meet Nasdaq listing requirements.
- Failure to meet these requirements could prevent the consummation of the proposed merger with Motiv Power Systems, Inc., potentially adversely affecting the Company's financial condition and business.
- Forward-looking statements are subject to risks regarding the ability to maintain compliance with Nasdaq rules and the diversion of resources due to these matters.
Key Facts for Investor Verification
- Verify the effective date of the reverse split (December 8, 2025) and the start of split-adjusted trading.
- Confirm the new CUSIP number (98138J503) for post-split shares.
- Monitor the Company's stock price to determine if the split successfully achieves compliance with Nasdaq Minimum Share Price Requirements.
- Track the status of the proposed merger with Motiv Power Systems, Inc., as it is contingent on maintaining Nasdaq listing standards.
- Review the adjustment terms for any held options, warrants, or restricted stock units.