Workhorse Group Inc. — Director's Dealing 2023

May 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Workhorse Group Inc. (WKHS)
CIK: 0001425287
Period of Report: 2023-05-02

Reporting Person: DAUCH RICHARD F (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-02	Common Stock, $0.001 par value per share	A	1485149	$2.02	Acquired	3224329	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-02	Performance Share Units	$	A	495050	Acquired	2024-12-31	Common Stock, $0.001 par value per share (495050.0)	Direct

Footnotes

F1: Represents shares of common stock granted to the reporting person on February 22, 2023, subject to stockholder approval of the Company's 2023 Long-Term Incentive Plan, which was obtained on May 2, 2023. The awarded shares vest in three equal amounts on May 2, 2024, February 22, 2025, and February 22, 2026, less shares relinquished to the Company by the reporting person out of, and to cover estimated tax withholding for, restricted shares previously granted subject to vesting. The stock price reflected in Table I Column 4 was determined based on fair market value as the closing trading price of the Company's common stock on February 21, 2023.

F2: Represents Performance Share Units ("PSUs") granted to the reporting person on February 22, 2023, subject to stockholder approval of the Company's 2023 Long-Term Incentive Plan, which was obtained on May 2, 2023. Each PSU represents a contingent right to receive, at the Company's option, either one share of common stock of the Company or an equivalent cash value. Between 0% to 200% of the reported shares will vest based on the Company's performance compared to certain peer issuers, measured by the total return to shareholders over a performance period ending on December 31, 2024.