What the changes say
- The Motiv merger adds major integration, retention, litigation, and cost risks while expected synergies may not materialize.
What changed since the prior 10-K
New
- NewRisks Related to the Merger
The combined company may be unable to successfully integrate the businesses of Workhorse and Motiv in the expected time frame or at all
Integrating Workhorse and Motiv may take longer than expected or fail, disrupting systems, personnel, customers, suppliers, and geographically dispersed operations.
- NewRisks Related to the Merger
There can be no assurances that we will be able to successfully integrate Motiv’s business into the combined company within the anticipated time frame, or at all, and the benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected
Employee departures or integration problems could disrupt operations, damage relationships, create inconsistent controls, and increase replacement and integration costs.
- NewRisks Related to the Merger
We have incurred, and expect to continue to incur, substantial costs as a result of the Merger
Merger and integration expenses may exceed expectations or arrive before cost savings, synergies, and additional income offset them.
- NewRisks Related to the Merger
We may be unable to realize the anticipated benefits of the Merger
Workhorse may not achieve projected merger cost savings, synergies, efficiencies, or revenue benefits, while integration diverts management and increases costs.
- NewRisks Related to the Merger
Lawsuits may be filed against us and the members of our Board of Directors arising out of the Merger, which may negatively affect our business and operations
Merger-related stockholder lawsuits could divert management and employees and adversely affect Workhorse’s operations, results, and financial condition.
- NewRisks Related to our Business and Operations
We cannot assure you that we will be successful in executing our business plan, which would have a material adverse effect on our business, financial position, results of operations, cash flows and liquidity
Workhorse may fail to develop, launch, scale, deliver economically, or gain customer acceptance for its new vehicle platforms.
- NewRisks Related to our Business and Operations
We may not be successful in lowering our total bill of material costs for our vehicles to a level where we can be competitive with ICE vehicles
Workhorse may not reduce battery, power-electronics, semiconductor, and other component costs enough to compete with internal-combustion vehicles.
- NewRisks Related to our Financing Arrangements
The Credit Agreements contain various covenants that could place restrictions on our operating and financial flexibility and our level of indebtedness under the Credit Agreements could adversely affect our business, financial condition or results of operations
MGMH credit covenants and repayment obligations may restrict borrowing, investments, acquisitions, dividends, mergers, asset sales, cash use, and business flexibility.
- NewRisks Related to Owning Our Common Stock
could have an adverse impact on the liquidity and market price of our Common Stock, and our plan to regain compliance with these requirements may have an adverse effect on the Company and its stockholders
Workhorse could lose Nasdaq listing if its share price or other requirements remain deficient, with new rules limiting future reverse-split remedies.
- NewRisks Related to Owning Our Common Stock
We are a “controlled company” under the Nasdaq listing standards and, as a result, we qualify for, and may in the future rely on, exemptions from certain governance requirements
MGMH controls a majority of voting power, allowing Workhorse to rely on Nasdaq controlled-company exemptions that reduce independent-director and committee protections.
Dropped
- DroppedRisks Related to our Business and Operations
The current conflicts in Ukraine and the Middle East and any resulting sanctions could have an adverse impact on our current operations
- DroppedRisks Related to our Business and Operations
safety measures. The cost of these compliance activities and the risks, delays, and expenses incurred in connection with such compliance could be substantial
- DroppedRisks Related to our Business and Operations
Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance
- DroppedRisks Related to our Business and Operations
Continued disruption of supply, shortage of materials or increases in costs, in particular for battery packs could harm our business
- DroppedRisks Related to our Financing Arrangements
We did not immediately receive the net proceeds from the Tenth Additional 2024 Note and may never receive certain of such proceeds. Any proceeds received pursuant to the 2024 Notes will be received only upon satisfaction of certain terms and conditions set forth in the Lockbox Letter
Ukraine and Middle East conflicts, sanctions, commodity volatility, market disruption, and equipment supply-chain interruptions.
- DroppedRisks Related to our Financing Arrangements
Provisions in our 2024 Notes and 2024 Warrants may deter or prevent a business combination that may be favorable to you
- DroppedRisks Related to our Financing Arrangements
our obligations under the 2024 Notes
- DroppedRisks Related to Owning Our Common Stock
The Company has been provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the minimum bid price. If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional grace period subject to certain conditions
- DroppedRisks Related to Owning Our Common Stock
price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into Common Stock, in future transactions may be higher or lower than the price per share paid by our historical investors
Reworded
- 80% rewrittenRisks Related to our Business and Operations
Regulatory requirements may have a negative impact upon our business
The risk now expressly covers NHTSA safety-measure requests and potentially substantial compliance costs, delays, and related expenses.
- 66% rewrittenRisks Related to Owning Our Common Stock
Stockholders may experience future dilution as a result of our existing and future financings
The disclosure removes specific ATM and 2024 Securities Purchase Agreement references and identifies Rights issued to the 2024 Note Holder as dilutive.
- 59% rewrittenRisks Related to our Business and Operations
Our business could be adversely affected by trade tariffs or other trade barriers
The tariff discussion now states the current administration imposed tariffs on China, Mexico, Canada, and Europe, rather than the prior administration.
- 38% rewrittenRisks Related to our Business and Operations
We face risks associated with security breaches through cyber-attacks, cyber intrusions, or otherwise, which could pose a risk to our systems, networks and services
Workhorse now reports experiencing cyber-attacks, including access attempts, denial-of-service attacks, malware attempts, account takeovers, scanning, and phishing, with minimal consequences so far.
- 37% rewrittenRisks Related to our Business and Operations
Substantial doubt exists regarding our ability to continue as a going concern through the twelve months following the date of the issuance of the Consolidated Financial Statements accompanying this Annual Report on Form 10-K
Annual losses changed to $64.1 million in 2025 and $51.6 million in 2024, and funding now depends on existing or new financing.
- 33% rewrittenRisks Related to our Business and Operations
Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition
The macroeconomic risk now specifically names the ongoing war in Ukraine, war in Iran, and Middle East tensions.
- 22% rewrittenRisks Related to our Business and Operations
Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward
The disclosure updates the accumulated deficit to $319.0 million, removes the 2020 exception, and expects continued losses in 2026.
All 43 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Merger
- 01The combined company may be unable to successfully integrate the businesses of Workhorse and Motiv in the expected time frame or at allNew
- 02There can be no assurances that we will be able to successfully integrate Motiv’s business into the combined company within the anticipated time frame, or at all, and the benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expectedNew
- 03We have incurred, and expect to continue to incur, substantial costs as a result of the MergerNew
- 04We may be unable to realize the anticipated benefits of the MergerNew
- 05Lawsuits may be filed against us and the members of our Board of Directors arising out of the Merger, which may negatively affect our business and operationsNew
Risks Related to our Business and Operations
- 06Substantial doubt exists regarding our ability to continue as a going concern through the twelve months following the date of the issuance of the Consolidated Financial Statements accompanying this Annual Report on Form 10-K37% rewritten
- 07customers or to expand our operations
- 08The unavailability, reduction, elimination or adverse application of government subsidies and, incentives and, or any failure by states or other governmental entities to adopt or enforce regulations, could have an adverse effect on our business, prospects, financial condition and operating results
- 09Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition33% rewritten
- 10Our business could be adversely affected by trade tariffs or other trade barriers59% rewritten
- 11We cannot assure you that we will be successful in executing our business plan, which would have a material adverse effect on our business, financial position, results of operations, cash flows and liquidityNew
- 12We may not be successful in lowering our total bill of material costs for our vehicles to a level where we can be competitive with ICE vehiclesNew
- 13We may experience delays in launching and ramping up production or we may be unable to control our manufacturing costs
- 14Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward22% rewritten
- 15If our vehicles fail to perform as expected, our ability to develop, market and sell our electric vehicles could be harmed
- 16We currently have a limited number of customers and prospective customers, generally with no long-term agreements with existing customers, and we expect that a significant portion of our future sales will be from a limited number of customers. The loss of any of these customers could materially harm our business
- 17Regulatory requirements may have a negative impact upon our business80% rewritten
- 18We may incur costs, expenses and penalties related to regulatory matters, governmental investigations, legal proceedings and other claims, which could have a material adverse effect on the Company's business, financial position, results of operations, cash flows or liquidity
- 19We do not always receive progress payments on orders of our vehicles, and if a purchaser fails to pay upon delivery, we may not be able to recoup the costs we incurred in producing such vehicles
- 20Our business, prospects, financial condition and operating results will be adversely affected if we cannot reduce and adequately control the costs and expenses associated with operating our business, including our material and production costs
- 21If the market for commercial electric vehicles does not develop broadly and quickly than it is currently developing, our business, prospects, financial condition and operating results will be adversely affected
- 22If we are unable to scale our operations at our Union City, IN facility in an expedited manner from our limited low volume production to high volume production, our business, financial position, results of operations, cash flows and liquidity will be adversely affected
- 23We depend upon key personnel and need additional personnel. The loss of key personnel or the inability to attract additional personnel may adversely affect our business and results of operations
- 24Our electric vehicles compete for market share with vehicles powered by other vehicle technologies that may prove to be more attractive than ours
- 25Changes in the market for electric vehicles could cause our products to become obsolete or lose popularity
- 26We may be unable to keep up with changes in electric vehicle technology and, as a result, may suffer a decline in our business and competitive position
- 27The failure of certain key suppliers to provide us with the necessary components of our products according to our schedule and at price, quality levels and volumes acceptable to us could have a severe and negative impact upon our business
- 28Product liability or other claims could have a material adverse effect on our business
- 29Our success may depend on protecting our intellectual property rights
- 30We may be exposed to liability for infringing upon the intellectual property rights of other companies
- 31Our business may be adversely affected by union activities
- 32impose additional costs on us or expose us to new or additional risks
- 33We face risks associated with security breaches through cyber-attacks, cyber intrusions, or otherwise, which could pose a risk to our systems, networks and services38% rewritten
- 34Pandemics, epidemics, disease outbreaks and other public health crises, such as the COVID-19 pandemic, have disrupted our business and operations, and future public health crises could materially adversely impact our business, financial condition, liquidity and results of operations
Risks Related to our Financing Arrangements
- 35The Credit Agreements contain various covenants that could place restrictions on our operating and financial flexibility and our level of indebtedness under the Credit Agreements could adversely affect our business, financial condition or results of operationsNew
Risks Related to Owning Our Common Stock
- 36could have an adverse impact on the liquidity and market price of our Common Stock, and our plan to regain compliance with these requirements may have an adverse effect on the Company and its stockholdersNew
- 37While management has taken steps to remediate the control weakness, the material weakness is still unresolved. Consequently, our internal control over financial reporting was not effective as of December 31, 2025
- 38We are a “controlled company” under the Nasdaq listing standards and, as a result, we qualify for, and may in the future rely on, exemptions from certain governance requirementsNew
- 39Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders
- 40We have not paid cash dividends in the past and have no immediate plans to pay cash dividends
- 41Stockholders may experience future dilution as a result of our existing and future financings66% rewritten
- 42Our charter documents and Nevada law may inhibit a takeover that stockholders consider favorable
- 43There are limitations on director/officer liability
Other Workhorse Group 10-Ks
- FY2024 10-K risk factors42 risks
Substantial doubt exists regarding going concern due to recurring net losses of $101.8 million in 2024 and an accumulated deficit of $853.4 million.
Filed Mar 31, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.