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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 149, 2026

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WORKHORSE GROUP INC.

(Exact name of registrant as specified in its charter)

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Nevada

001-37673

26-1394771

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

48443 Alpha Drive #190, Wixom, Michigan 48393

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (888) 646-5205

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

WKHS

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Explanatory~~Item ~~Note~~7.01. Regulation FD Disclosure.

On ~~December~~March 159, ~~2025~~2026, Workhorse Group Inc. (the “Company” ~~or “Workhorse”~~) ~~completed~~posted ~~its~~a ~~previously~~slide ~~announced~~presentation ~~merger~~and ~~transaction~~letter into ~~accordance~~shareholders ~~with~~on the ~~terms~~Investors ~~and~~page ~~conditions~~ of ~~the~~its ~~Agreement~~website ~~and~~at ~~Plan~~www.workhorse.com ofannouncing ~~Merger,~~updates ~~dated~~regarding ~~as of August 15, 2025 (~~the ~~“Merger~~Company’s ~~Agreement”),~~business by and ~~among~~operations ~~Workhorse,~~since ~~Omaha~~the ~~Intermediate~~closing ~~2, Inc., a wholly owned subsidiary~~ of ~~Workhorse~~the ~~(“Intermediate~~merger ~~Parent”),~~with ~~Omaha Intermediate, Inc., a wholly owned subsidiary of Intermediate Parent (“Intermediate”), Omaha Merger Subsidiary, Inc., a wholly owned subsidiary of Intermediate (“Merger Subsidiary”), and~~ Motiv Power Systems, Inc., ~~a privately-held Delaware corporation~~ (“Motiv”),. ~~pursuant~~Copies toof ~~which~~the ~~Merger~~presentation ~~Subsidiary merged with~~ and ~~into~~shareholder ~~Motiv,~~letter ~~with~~are ~~Motiv~~furnished ~~surviving~~ as aExhibit ~~wholly owned subsidiary of the Company (the “Merger”)~~99.1 ~~For~~and ~~accounting~~Exhibit ~~purposes~~99.2, ~~the Merger was treated as a reverse acquisition and~~respectively, asto ~~such,~~this ~~the~~Current ~~historical~~Report ~~financial~~on ~~statements~~Form ~~of the accounting acquirer~~8-K, ~~Motiv,~~and ~~which~~are ~~were~~incorporated ~~audited~~herein by ~~CBIZ CPAs P~~reference.C. ~~(“CBIZ”), become the historical consolidated financial statements of the Company.~~

The information in Item 47.01 ~~Changes~~ of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 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 ~~Registrant’s~~any ~~Certifying~~filing ~~Accountant~~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.

~~Berkowitz~~Forward-Looking Pollack Brant Advisors + CPAs, LLP (“BPB”) served as the Company’s independent registered public accounting firm prior to completion of the Merger and CBIZ served as Motiv’s independent registered public accounting firm prior to the Merger. The Company has been notified that Carr, Riggs & Ingram, L.L.C. (“CRI”) acquired, effective as of January 1, 2026, certain assets related to the capital markets practice of BPB. Statements

OnThis ~~January~~Current ~~21,~~Report ~~2026,~~on Form 8-K contains “forward-looking statements” within the ~~Audit~~meaning ~~Committee~~of Section 21E of the ~~Board~~Exchange Act, and the Private Securities Litigation Reform Act of ~~Directors~~1995, 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, future events, plans and anticipated results of operations, business strategies, the ~~Company~~anticipated ~~simultaneously~~benefits ~~dismissed~~of ~~BPB~~the asmerger between the Company and Motiv (the “Merger”), the impact of the Merger on Workhorse’s ~~independent~~business ~~registered~~and ~~accounting~~future ~~firm~~financial and ~~approved~~operating results, the ~~appointment~~expected ofsynergies ~~CRI~~from as the ~~Company~~Merger, and other aspects of either company’s ~~new~~operations ~~independent~~or ~~registered~~operating ~~public~~results ~~accounting~~are ~~firm~~forward-looking statements. Some of these statements may be identified by the use of the words “plans”, ~~effective~~“expects” ~~immediately~~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.

~~BPB’s~~Forward-looking ~~audit~~statements ~~report~~are based on the ~~Company’s~~opinions ~~consolidated~~and ~~financial~~estimates ~~statements~~of ~~for~~management of Workhorse as of the ~~fiscal~~date ~~year~~such ~~ended~~statements ~~December~~are 31made, ~~2024~~and ~~(the~~they ~~only~~are ~~year~~subject ~~for~~to ~~which~~known ~~BPB~~and ~~issued~~unknown arisks, ~~report~~uncertainties, onassumptions ~~the~~and ~~Company’s~~other ~~consolidated~~factors ~~financial~~that ~~statements)~~may ~~contained~~cause nothe ~~adverse~~actual ~~opinion~~results, level of activity, performance or ~~disclaimer~~achievements ofto ~~opinion~~be ~~and~~materially ~~was~~different ~~not~~from ~~qualified~~those expressed or ~~modified~~implied asby such forward-looking statements. Some factors that could cause actual results to ~~uncertainty,~~differ ~~audit~~include ~~scope,~~Workhorse’s ability to achieve the expected synergies and/or ~~accounting~~efficiencies; ~~principles,~~the ~~except~~possibility that the ~~report~~integration onof Workhorse and Motiv may be more difficult, time-consuming or costly than expected or that operating costs and business disruptions may be greater than expected; the ~~financial~~risk ~~statements~~that the price of the Company’s ~~for~~securities ~~the~~may ~~fiscal~~be ~~year~~volatile ~~ended~~due ~~December~~to 31a variety of factors; changes in laws, ~~2024~~regulations, ~~included~~technologies, anthe ~~explanatory~~global ~~paragraph~~supply ~~indicating~~chain, ~~that~~and ~~there~~macro-economic ~~was~~and ~~substantial~~social ~~doubt~~environments asaffecting toWorkhorse’s ~~the~~business; ~~Company~~and Workhorse’s ability to ~~continue~~maintain ascompliance awith ~~going~~Nasdaq ~~concern.~~rules and otherwise maintain Workhorse’s listing of securities on Nasdaq.

~~During~~Additional ~~the~~information ~~fiscal~~on ~~years~~these ~~ended December 31, 2024~~ and ~~2025~~other ~~and~~factors ~~the~~that ~~subsequent~~may ~~interim~~cause ~~period~~actual ~~through~~results ~~the~~and ~~date~~Workhorse’s ofperformance ~~this~~to ~~Current~~differ ~~Report~~materially onis ~~Form~~included ~~8-K,~~in ~~there~~Workhorse’s ~~were~~reports ~~(i)~~filed nowith ~~disagreements~~the ~~with~~SEC, ~~BPB~~including, onbut ~~any~~not ~~matter~~limited ofto, ~~accounting~~Workhorse’s ~~principles~~Annual orReport ~~practices,~~on ~~financial~~Form ~~statement~~10-K ~~disclosure~~for orthe ~~auditing~~year ~~scope~~ended orDecember ~~procedure~~31, ~~which~~2024, ~~disagreements~~including ifthose ~~not~~factors ~~resolved~~described tounder the ~~satisfaction~~heading of“Risk ~~BPB~~Factors” ~~would~~therein, ~~have~~Workhorse’s ~~caused~~subsequent ~~them~~Quarterly toReports ~~make~~on ~~reference~~Form ~~thereto~~10-Q inand ~~connection with their report on~~ the ~~consolidated~~risk ~~financial~~factors ~~statements~~contained ~~for~~in the ~~year~~Definitive ~~ended~~Proxy ~~December~~Statement ~~31,~~on ~~2024~~Schedule ~~and~~14A ~~(ii)~~filed nowith ~~reportable~~the ~~events~~SEC ~~(as~~on ~~defined~~October in8, ~~Item~~2025. ~~304(a)(1)(v)~~Copies of ~~Regulation~~Workhorse’s ~~S-K),~~filings ~~except~~with ~~that,~~the asSEC ~~originally~~are ~~reported~~available inpublicly on the ~~Company~~SEC’s ~~Quarterly~~website ~~Report~~at onwww.sec.gov ~~Form~~or ~~10-Q~~may ~~for~~be ~~the~~obtained ~~quarter~~by ~~ended~~contacting ~~March~~Workhorse. ~~31,~~Should ~~2024~~one ~~and~~or ~~Quarterly~~more ~~Report~~of onthese ~~Form~~risks ~~10-Q~~or ~~for~~uncertainties ~~the~~materialize, ~~quarter~~or ~~and~~should ~~interim~~any ~~period~~of ~~ended~~Workhorse’s ~~September~~assumptions ~~30,~~prove ~~2024~~incorrect, ~~there~~actual ~~were~~results ~~material~~may ~~weaknesses~~vary in ~~the~~material ~~Company’s~~respects ~~internal~~from ~~control~~those ~~over~~projected ~~financial~~in ~~reporting~~these ~~relating~~forward-looking tostatements. ~~the~~Readers ~~Company’s~~are ~~(i)~~cautioned ~~review~~not ofto ~~third-party~~place ~~valuation~~undue ~~deliverables~~reliance ~~regarding~~upon ~~its~~any ~~convertible~~forward-looking ~~debt~~statements, ~~and~~which ~~warrant~~speak ~~liability~~only ~~and~~as ~~(ii)~~of ~~failure~~the todate ~~timely~~made. ~~issue~~These ~~finalized~~forward-looking ~~quarterly~~statements ~~reports~~are ~~for~~made ~~two~~only ~~consecutive~~as ~~quarters~~of ~~due to~~ the ~~turnover~~date ofhereof, ~~key~~and ~~accounting~~Workhorse ~~positions~~undertakes ~~within~~no ~~the~~obligations ~~Company’s~~to ~~finance~~update ~~organization~~or ~~and~~revise the ~~ability~~forward-looking ofstatements, ~~Company~~whether ~~accounting~~as ~~personnel~~a toresult ~~identify,~~of ~~evaluate~~new ~~and~~information, ~~address~~future ~~technical~~events ~~accounting~~or ~~and~~otherwise, ~~disclosure~~except ~~issues~~as onrequired aby ~~timely basis, respectively~~law.

The material weaknesses did not result in any material misstatements to the Company’s condensed interim consolidated financial statements. The material weaknesses remain unremediated. The Audit

Committee has discussed these matters with BPB and has authorized BPB to respond fully to any inquiries of the Company’s successor independent registered public accounting firm concerning these material weaknesses.

During the fiscal years ended December 31, 2024 and 2025 and the subsequent interim period through the date of this Current Report on Form 8-K, the Company did not consult with CRI with regard to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report was provided to the Company or oral advice provided to the Company by CRI that CRI concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was subject to any disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has requested that BPB furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated January 21, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number			Description
16.1			Letter from Berkowitz Pollack Brant Advisors + CPAs, LLP, dated as of January 21, 2026, addressed to the Securities and Exchange Commission
99.1			Investor Presentation, dated March 9, 2026.
99.2			Shareholder Letter, dated March 9, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WORKHORSE GROUP INC.
Date: January 21, 2026			By: /s/ Robert M. Ginnan
Date: March 9, 2026			By: /s/ Robert M. Ginnan
			Name: Robert M. Ginnan
			Title: Chief Financial Officer

Filing Compare · Workhorse Group Inc.