Workhorse Group Inc. — Director's Dealing 2023

Jan 6, 2023

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Workhorse Group Inc. (WKHS)
CIK: 0001425287
Period of Report: 2022-12-31

Reporting Person: Roraff Kerry (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-21	Common Stock, $0.001 par value per share	A	50000	$3.15	Acquired	50000	Direct
2022-02-23	Common Stock, $0.001 par value per share	A	66997	$3.03	Acquired	116997	Direct
2022-08-21	Common Stock, $0.001 par value per share	F	2340	$3.43	Disposed	114657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-23	Performance Share Units	$	A	14356.50	Acquired	2024-12-31	Common Stock, $0.001 par value per share (14356.5)	Direct

Footnotes

F1: Represents shares of common stock granted by Workhorse Group Inc. (the "Company") under an Employment Agreement vesting in equal amounts over a three year period in six month intervals beginning on August 21, 2022, 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 the grant date.

F2: Represents shares of common stock granted by Workhorse Group Inc. (the "Company") under a Restricted Stock Award Agreement vesting in equal amounts over a three year period in one year intervals beginning on February 23, 2023, 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 22, 2022.

F3: Represents shares of common stock 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 of the closing trading price of the Company's common stock on the vesting date.

F4: Each Performance Share Unit represents a contingent right to receive 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.