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Reports › WKHS › 10-K FY2025

SEC filings, compared

What changed in Workhorse Group's 10-K for the fiscal year ended December 31, 2025

Compared with the 10-K for the fiscal year ended December 31, 2024. Items 1A and 7 analysed; every summary checked against the quoted filing text.

Registrant
Workhorse Group Inc. · WKHS
This filing
0001628280-26-022417 ↗ · filed Mar 31, 2026
Compared with
0001425287-25-000024 ↗ · filed Mar 31, 2025
Processed
Sep 14, 2026 UTC · parser-v4 · classify-v4 · select-v1

Research tool. Describes what filings say. Not investment advice. Verify independently. Read the cited paragraph before relying on it.

How a report is made

184 material changes among 241 changed paragraphs

18 shown by default across the three sections below; each section's "Show all" reaches the rest, in filing order.

Numbers from XBRL

Each figure is the one the filing itself tagged, taken from the filing that reported it. Not written by a model.

ConceptFY2025FY2024
Revenueus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax21,211,000USD · Jan 1, 2025 to Dec 31, 20256,616,358USD · Jan 1, 2024 to Dec 31, 2024
Net income or lossus-gaap:NetIncomeLoss(64,086,000)USD · Jan 1, 2025 to Dec 31, 2025(101,790,293)USD · Jan 1, 2024 to Dec 31, 2024
Cash and cash equivalentsus-gaap:CashAndCashEquivalentsAtCarryingValue12,920,000USD · at Dec 31, 20254,119,938USD · at Dec 31, 2024
Net cash from operating activitiesus-gaap:NetCashProvidedByUsedInOperatingActivities(35,553,000)USD · Jan 1, 2025 to Dec 31, 2025(47,590,024)USD · Jan 1, 2024 to Dec 31, 2024

Not compared. A change is shown only when both filings state the prior year identically, which is our check that the two columns describe the same reporting entity. That check did not pass for this pair, so each figure stands on its own filing. How a report is made

Values as tagged in the filing's inline XBRL, resolved by accession rather than by period matching. When a value is not tagged, we show that instead of estimating it. FY2025: 0001628280-26-022417 · FY2024: 0001425287-25-000024

What the company says for the first time

Paragraphs with no counterpart in the prior filing.

95 material additions

Item 1A · Risk Factors

5 of 61 shown · Ordered by the model, quote-checked

01AddedItem 1A › Summary of Risk Factors › Risks Related to our Business and Operations

Summary · quote-checked

Added a risk-factor disclosure stating that substantial doubt exists about the company’s ability to continue as a going concern.

A going-concern statement is a substantive liquidity and viability disclosure, so adding it changes the filing’s stated exposure and obligations rather than merely rephrasing existing text.

Why the model ranked it here

The added going-concern statement changes the filing’s assessment of liquidity and the company’s ability to remain viable.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] • 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.

Cite this change

"• 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."

Workhorse Group, Form 10-K for FY2025, Item 1A, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

02AddedItem 1A › Risks Related to our Financing Arrangements › The Credit Agreements we entered into in connection with the closing of the Merger are secured by substantially all of our and our subsidiaries' assets. If we are unable to meet certain conditions precedent contained in the Credit Agreements, we may not be able to borrow under the agreements, which could materially and adversely affect our business and operations. Additionally, if there is an uncured event of default, MGMH, the lender, could foreclose on our assets, and we could lose ownership of those assets.

Summary · quote-checked

Added a risk disclosure concerning financing conditions, secured assets, potential foreclosure, and resulting effects on operations and bankruptcy risk.

The new paragraph discloses financing dependencies, collateral, default consequences, and possible bankruptcy protection—substantive obligations and risks rather than wording or boilerplate.

Why the model ranked it here

The financing disclosure introduces conditions on accessing funds and exposes secured assets, operations, and the company to foreclosure or bankruptcy-related consequences.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] In connection with the closing of the Merger, we entered into the Customer Order Credit Agreement and the Cash Flow Credit Agreement, to provide for financing to fund vehicle manufacturing and working capital requirements, respectively. There are certain conditions precedent to MGMH's obligation fund loans under the Credit Agreements. For example, under the Customer Order Credit Agreement, any purchase orders for vehicles, the manufacture of which will be funded by borrowings under such agreement, must be acceptable to MGMH and there can be no material adverse change in the collectability of accounts that relate to the purchase orders for vehicles. If we are unable to meet these conditions precedent, we may not be able to draw down funds available under the agreements, which could materially and adversely affect our business and operations. Additionally, the Credit Agreements are secured by substantially all of our and our subsidiaries' assets. In the event of a default of event of default, MGMH could foreclose on our assets, which would materially and adversely affect our business, financial condition and results of operations and would require us to reduce or cease operations and possibly seek bankruptcy protection. See Note 8, Debt, in the notes to the Consolidated Financial Statements accompanying this Annual Report for more information.

Cite this change

"If we are unable to meet these conditions precedent, we may not be able to draw down funds available under the agreements, which could materially and adversely affect our business and operations."

Workhorse Group, Form 10-K for FY2025, Item 1A, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

03AddedItem 1A › Risks 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.

Summary · quote-checked

Adds disclosure that the Credit Agreements impose operating and financial restrictions and covenants requiring MGMH consent for certain actions.

The new paragraph discloses contractual restrictions on the company and its subsidiaries, including consent requirements, adding a financing-related obligation and operating flexibility risk.

Why the model ranked it here

The Credit Agreements now impose operating and financial covenants requiring lender consent for important actions, materially constraining the company’s flexibility.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] The Credit Agreements impose operating and financial restrictions and covenants, which limit or prohibit our and our subsidiaries' ability, without the consent of MGMH, to, among other things:

Cite this change

"The Credit Agreements impose operating and financial restrictions and covenants, which limit or prohibit our and our subsidiaries' ability, without the consent of MGMH, to, among other things:"

Workhorse Group, Form 10-K for FY2025, Item 1A, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

04AddedItem 1A › Risks 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.

Summary · quote-checked

Added disclosure that debt service could consume substantial operating cash flow, reducing funds available for operations, investments and other corporate purposes.

The new paragraph describes a financing obligation and its effects on liquidity and operational flexibility, changing the disclosed risk substance.

Why the model ranked it here

The disclosure indicates that debt service could consume substantial operating cash flow and reduce funds available for operations, investment, and other purposes.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] • requiring the dedication of a substantial portion of any cash flow from operations to the payment of principal of, and interests on, the indebtedness, thereby reducing the availability of such cash flow to fund our operations, working capital, capital expenditures, future business opportunities and other general corporate purposes;

Cite this change

"requiring the dedication of a substantial portion of any cash flow from operations to the payment of principal of, and interests on, the indebtedness, thereby reducing the availability of such cash flow to fund our operations, working capital, capital expenditures, future business opportunities and other general corporate purposes;"

Workhorse Group, Form 10-K for FY2025, Item 1A, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

05AddedItem 1A › Summary of Risk Factors › Risks Related to our Business and Operations

Summary · quote-checked

Adds a risk that insufficient additional capital could impair customer support and operational expansion.

A new paragraph discloses a capital-availability dependency and potential consequences for customers and expansion, changing the substance of the risk disclosure.

Why the model ranked it here

The new capital-availability dependency links insufficient funding to possible failures in customer support and operational expansion.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] • If we cannot generate or obtain additional capital, we may be unable to meet the needs of our current and prospective customers or to expand our operations.

Cite this change

"If we cannot generate or obtain additional capital, we may be unable to meet the needs of our current and prospective customers or to expand our operations."

Workhorse Group, Form 10-K for FY2025, Item 1A, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

Show all 61 in Item 1A (56 more, in filing order)

Item 7 · MD&A

3 of 34 shown · Ordered by the model, quote-checked

01AddedItem 7 › Liquidity and Capital Resources; Going Concern

Summary · quote-checked

Added a going-concern disclosure stating that cash is insufficient for the business plan and will be depleted, raising substantial doubt about continued operations.

The new paragraph introduces a liquidity insufficiency, future cash depletion, and substantial doubt about the company’s ability to continue as a going concern.

Why the model ranked it here

This is the clearest new warning about insufficient liquidity and substantial doubt regarding the company’s ability to continue operating.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

We may also rely on other debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our vehicle programs and satisfy our obligations as they become due, we will be materially and adversely affected. This could affect future vehicle program production and sales. Failure to receive additional proceeds will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the additional proceeds needed to achieve our goals on acceptable terms or at all. Additionally, any additional equity or equity-linked financings would likely have a dilutive [added] effect on the holdings of our existing stockholders. Our current level of cash and cash equivalents is not sufficient to execute our business plan. For the foreseeable future, we will incur operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these Consolidated Financial Statements included in this Annual Report on Form 10-K.

Cite this change

"Our current level of cash and cash equivalents is not sufficient to execute our business plan. For the foreseeable future, we will incur operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these Consolidated Financial Statements included in this Annual Report on Form 10-K."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

02AddedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

New disclosure describes secured credit obligations, subsidiary guarantees, collateral, payment subordination, borrowings, and remaining credit availability.

The paragraph introduces obligations, security interests, guarantees, subordination, and current borrowing and availability information, materially changing the disclosed liquidity and financing profile.

Why the model ranked it here

This change shows the company’s secured financing structure and current borrowing position, including that its working-capital facility is fully drawn.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Workhorse's obligations under the Credit Agreements are senior secured obligations of Workhorse, ranking senior to all other indebtedness and, subject to certain limitations, are unconditionally guaranteed by each of Workhorse's subsidiaries, pursuant to the terms of the Credit Agreements and secured by substantially all of the assets of Workhorse and its subsidiaries pursuant to a certain Security Agreement (the "Security Agreement"). Payments under the Cash Flow Credit Agreement are effectively subordinated to payments under the Customer Order Credit Agreement pursuant to the waterfall in the Security Agreement. As of December 31, 2025, the Company had no outstanding borrowings and remaining availability of $40.0 under the Customer Order Credit Agreement, and the Company had $10.0 in outstanding borrowings and no remaining availability under the Cash Flow Credit Agreement.

Cite this change

"As of December 31, 2025, the Company had no outstanding borrowings and remaining availability of $40.0 under the Customer Order Credit Agreement, and the Company had $10.0 in outstanding borrowings and no remaining availability under the Cash Flow Credit Agreement."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

03AddedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Added disclosure describes Workhorse’s credit agreement interest rates, maturity, funding discretion, covenants, defaults, and MGMH remedies.

The new paragraph discloses financing obligations and related terms, including maturity, additional funding dependency, covenants, and default remedies; these are substantive liquidity and obligation disclosures.

Why the model ranked it here

Clients should read this to understand the new interest, maturity, covenant, default, and lender-remedy terms governing the company’s debt.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Workhorse's outstanding obligations under each Credit Agreement bear interest at a reference rate equal to the term Secured Overnight Financing Rate for a three-month tenor ("SOFR") plus an applicable margin of 5.00%. If SOFR is unavailable pursuant to the terms of the Credit Agreements, the reference rate will be the prime rate of interest per annum last quoted by The Wall Street Journal, and the applicable margin will be 2.50% per annum. Workhorse's obligations under the Credit Agreements mature on December 15, 2028. MGMH's obligation to advance additional funds under the Cash Flow Credit Agreement will terminate and thereafter be at the discretion of MGMH upon the consummation of a PIPE (as defined in the Credit Agreements) to the extent such PIPE occurs prior to the maturity date of the Cash Flow Credit Agreement. Both Credit Agreements contain customary representations and warranties, affirmative and negative covenants, and events of default, and provide for customary acceleration and remedy rights for MGMH upon the occurrence of an event of default by Workhorse.

Cite this change

"Workhorse's outstanding obligations under each Credit Agreement bear interest at a reference rate equal to the term Secured Overnight Financing Rate for a three-month tenor ("SOFR") plus an applicable margin of 5.00%."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

04AddedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Added disclosure of Workhorse’s December 15, 2025 debt financing agreements with MGMH and MGMH’s controlling-stockholder and creditor relationships.

The paragraph introduces new credit agreements, guarantors, lender, and controlling-stockholder relationships, changing the disclosure of financing obligations and dependencies.

Why the model ranked it here

This establishes new credit agreements and a significant financing dependency involving the company’s controlling stockholder as lender.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] On December 15, 2025, Workhorse entered into a (i) Credit Agreement (Customer Orders) (the "Customer Order Credit Agreement") and (ii) Credit Agreement (Cash Flow) (the "Cash Flow Credit Agreement" and together with the Customer Order Credit Agreement, the "Credit Agreements" and such transactions, collectively, the "Closing Debt Financing"), each by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and Motive GM Holdings II LLC ("MGMH") as lender. MGMH was Motiv's controlling stockholder and largest creditor prior to the Merger, and is Workhorse's controlling stockholder post-Merger.

Cite this change

"On December 15, 2025, Workhorse entered into a (i) Credit Agreement (Customer Orders) (the "Customer Order Credit Agreement") and (ii) Credit Agreement (Cash Flow) (the "Cash Flow Credit Agreement" and together with the Customer Order Credit Agreement, the "Credit Agreements" and such transactions, collectively, the "Closing Debt Financing"), each by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and Motive GM Holdings II LLC ("MGMH") as lender. MGMH was Motiv's controlling stockholder and largest creditor prior to the Merger, and is Workhorse's controlling stockholder post-Merger."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

05AddedItem 7 › Liquidity and Capital Resources; Going Concern

Summary · quote-checked

Added a liquidity disclosure identifying successful consummation of potential equity or equity-linked financing as a condition.

The new statement introduces a potential financing dependency affecting liquidity or capital resources, constituting substantive disclosure rather than wording or boilerplate.

Why the model ranked it here

The disclosure makes successful equity or equity-linked financing an explicit condition relevant to the company’s liquidity.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] • The successful consummation of a potential equity or equity-linked financing.

Cite this change

"• The successful consummation of a potential equity or equity-linked financing."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

06AddedItem 7 › Recent Trends and Market Conditions

Summary · quote-checked

Added discussion of supplier relationships, supply-chain risks, payment-term restructuring, and litigation with a battery supplier.

The new paragraph discloses supply dependencies, efforts involving past-due payables, and a named supplier litigation matter, substantively changing the company’s reported obligations and risks.

Why the model ranked it here

This reveals past-due supplier obligations and litigation with a battery supplier, adding immediate supply-chain and legal exposure.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] We continue to develop relationships with suppliers of key parts, components and raw materials to be used in the manufacture of our products such as batteries, electronics, and truck chassis that are sourced from suppliers across the world. As we continue to execute on our new truck programs, we will continue to identify supplier relationships and truck program synergies which may allow us to take advantage of pricing efficiencies from economies of scale. Where available, we will utilize multiple supply sources for key parts, and we will work to qualify multiple supply sources to achieve pricing efficiencies and minimize potential production risks related to supply chain. As previously disclosed, we are currently working with certain of our vendors to extend or restructure the payment terms of past due accounts payable balances. We are also currently in litigation with one of our battery suppliers, Coulomb Solutions Inc. For more information concerning this matter, see Note 16, Commitments and Contingencies, in the notes to the accompanying Consolidated Financial Statements.

Cite this change

"As previously disclosed, we are currently working with certain of our vendors to extend or restructure the payment terms of past due accounts payable balances. We are also currently in litigation with one of our battery suppliers, Coulomb Solutions Inc."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

07AddedItem 7 › Results of Operations

Summary · quote-checked

Added disclosure of the Argo Class 6 Cab project, its technological infeasibility, $6.2 million impairment, and accrued purchase commitments.

The new paragraph introduces a project, significant investments, an impairment loss, and purchase-commitment liability, changing disclosed obligations and financial exposure.

Why the model ranked it here

This shows that a major product-development effort became infeasible and created both impairment and purchase-commitment exposure.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] During the year ended December 31, 2024, we made significant investments and purchase commitments to develop and launch the Argo Class 6 Cab, made of composite resin materials on an electrified chassis. The primary purpose of this investment was to pursue the significantly larger markets for Class 6 box trucks, which the then-current Motiv models could not address due to the significantly higher payloads required. The Argo project began in the fourth quarter of 2023 and a prototype was built in early 2024 for a marketing launch. In the second half of 2024, we determined that the project as designed and developed was no longer technologically feasible, and $6.2 million of investments were impaired, as there was no alternative use for the inventory or fixed assets related to the project. Additionally, all non-cancelable purchase commitments were accrued as a liability as they would be of no value upon receipt. There was no such impairment loss recorded for the year December 31, 2025.

Cite this change

"During the year ended December 31, 2024, we made significant investments and purchase commitments to develop and launch the Argo Class 6 Cab, made of composite resin materials on an electrified chassis. The primary purpose of this investment was to pursue the significantly larger markets for Class 6 box trucks, which the then-current Motiv models could not address due to the significantly higher payloads required. The Argo project began in the fourth quarter of 2023 and a prototype was built in early 2024 for a marketing launch. In the second half of 2024, we determined that the project as designed and developed was no longer technologically feasible, and $6.2 million of investments were impaired, as there was no alternative use for the inventory or fixed assets related to the project. Additionally, all non-cancelable purchase commitments were accrued as a liability as they would be of no value upon receipt. There was no such impairment loss recorded for the year December 31, 2025."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

08AddedItem 7

Summary · quote-checked

Added an accounting-acquirer and reverse-acquisition disclosure describing how the Merger affected consolidated financial statements and historical reporting.

The new paragraph discloses a reverse acquisition, the accounting acquirer, fair-value measurement, and which entity’s operations constitute the historical financial statements—substantive reporting matters.

Why the model ranked it here

This changes how clients should interpret the company’s consolidated financial statements by identifying a reverse acquisition and the accounting acquirer.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] While the legal acquirer in the Merger was Workhorse for financial accounting and reporting purposes under U.S. GAAP, Motiv was the accounting acquirer and the Merger was accounted for as a reverse acquisition. Accordingly, the consolidated assets, liabilities and results of operations of Motiv became the historical consolidated financial statements of the consolidated company, and Workhorse's assets, liabilities and results of operations were consolidated with those of Motiv beginning on the Merger (and acquisition date). Operations prior to the Merger are presented as those of Motiv in this and future reports. Workhorse's assets and liabilities were measured and recognized at their fair values as of the Closing Date of the Merger. References to "Workhorse", the "Company", "we", "us", or "our", when used in this Annual Report incorporate the operations of Motiv unless otherwise indicated or the context requires otherwise.

Cite this change

"While the legal acquirer in the Merger was Workhorse for financial accounting and reporting purposes under U.S. GAAP, Motiv was the accounting acquirer and the Merger was accounted for as a reverse acquisition."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

09AddedItem 7 › Overview and 2025 Highlights

Summary · quote-checked

Added disclosure that the legacy Motiv 6th generation electrified chassis will be sunset as customers transition to the W56 platform.

The new paragraph identifies a product discontinuation and customer transition, changing disclosed product availability and business dependencies.

Why the model ranked it here

The planned sunset of the legacy chassis signals a material product transition and dependency on successfully moving customers to the newer platform.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] We currently offer the legacy Motiv 6th generation electrified chassis, "S," which has step van and specialty applications. Work truck or box truck upfits to this platform enhance flexibility to meet customer demands. The legacy Motiv model of the Class 5/6 stripped chassis is going to be sunset over the next 12 months as we transition customers to the W56 platform.

Cite this change

"The legacy Motiv model of the Class 5/6 stripped chassis is going to be sunset over the next 12 months as we transition customers to the W56 platform."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

10AddedItem 7 › Recent Trends and Market Conditions

Summary · quote-checked

Added disclosure that political policies, reduced electric-truck support, subsidy availability, tariffs, and Supreme Court decisions may affect operations and results.

The new paragraph identifies specific policy, subsidy, tariff, and regulatory uncertainties affecting the company and its industry, adding substantive risks and dependencies.

Why the model ranked it here

This adds a direct connection between changing government support, tariffs, regulatory uncertainty, and the company’s electric-truck operations and results.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Our operations and results may be impacted due to uncertainty of the political environment and the current presidential administration. The administration's policies have negatively affected support for the adoption of electric trucks, as well as the availability of government subsidies to fund the adoption of electric trucks and has implemented additional tariffs on imports that affect us and our industry. In addition, recent U.S. Supreme Court decisions that purport to limit the authority of federal executive agencies, including the EPA, may affect our industry in ways we cannot yet predict.

Cite this change

"Our operations and results may be impacted due to uncertainty of the political environment and the current presidential administration. The administration's policies have negatively affected support for the adoption of electric trucks, as well as the availability of government subsidies to fund the adoption of electric trucks and has implemented additional tariffs on imports that affect us and our industry. In addition, recent U.S. Supreme Court decisions that purport to limit the authority of federal executive agencies, including the EPA, may affect our industry in ways we cannot yet predict."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

11AddedItem 7

Summary · quote-checked

Added disclosure that the company completed its merger with Motiv Power Systems, Inc., making Motiv an indirect, wholly owned subsidiary.

The new paragraph discloses a completed merger and resulting subsidiary ownership, an event and corporate relationship absent from the prior report.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] On December 15, 2025 (the "Closing Date"), we completed our merger with Motiv Power Systems, Inc. ("Motiv"), pursuant to which Motiv became our indirect, wholly owned subsidiary (the "Merger").

Cite this change

"On December 15, 2025 (the "Closing Date"), we completed our merger with Motiv Power Systems, Inc. ("Motiv"), pursuant to which Motiv became our indirect, wholly owned subsidiary (the "Merger")."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

12AddedItem 7 › Overview and 2025 Highlights

Summary · quote-checked

Added an overview describing the Company’s electric vehicle manufacturing business, product focus, technologies, and target applications.

The new paragraph introduces substantive business and product information not present in the prior paragraph; it is not merely a date, formatting, or wording update.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Workhorse Group Inc. ("Workhorse", the "Company", "we", "us", or "our") is a North American manufacturer of medium-duty electric trucks and buses. Our primary focus is to provide sustainable and cost-effective solutions to the commercial transportation sector. We design and manufacture all-electric vehicles, including the technology that optimizes the way that these vehicles operate. The Company's best-in-class vehicles are designed for last-mile delivery, medium-duty operations, and a growing range of specialized applications.

Cite this change

"Workhorse Group Inc. ("Workhorse", the "Company", "we", "us", or "our") is a North American manufacturer of medium-duty electric trucks and buses."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

13AddedItem 7 › Overview and 2025 Highlights

Summary · quote-checked

Added disclosure describing the W56 platform, its chassis foundation, configurations, and intended delivery and work-truck applications.

The new paragraph introduces a product platform and describes its configurations and applications, adding substantive product and operational information to MD&A.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] The W56 versatile platform is based on long-standing Company know-how in the Class 5/6 truck chassis market, a robust medium-duty chassis, designed for last-mile delivery and high payload work-truck applications. Initially the W56 is delivered in either a stripped chassis or complete step van configuration. The W56 platform provides a robust foundation for custom body builds, from delivery vans and utility vehicles to specialized vehicles. With its strong, configurable frame, the W56 is designed for safety and efficiency, and tailored to meet customer demands.

Cite this change

"The W56 versatile platform is based on long-standing Company know-how in the Class 5/6 truck chassis market, a robust medium-duty chassis, designed for last-mile delivery and high payload work-truck applications. Initially the W56 is delivered in either a stripped chassis or complete step van configuration. The W56 platform provides a robust foundation for custom body"

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

14AddedItem 7 › Overview and 2025 Highlights

Summary · quote-checked

Added disclosure describing the Epic 4 cab chassis and shuttle and school bus upfitting capacities and applications.

The new paragraph discloses a product and specific passenger capacities and applications, adding substantive operational information rather than merely updating wording or dates.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Our Class 4 cab chassis called "Epic 4" can be used for shuttle, school, box, refrigeration, work truck, flat bed and specialty applications. Our shuttle bus upfitting can accommodate shuttle buses for 12+2 passengers and school bus upfitting can accommodate school buses for up to 20 passengers.

Cite this change

"Our Class 4 cab chassis called "Epic 4" can be used for shuttle, school, box, refrigeration, work truck, flat bed and specialty applications."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

15AddedItem 7 › Overview and 2025 Highlights

Summary · quote-checked

Added plans to develop a proprietary Class 5/6 cab chassis for multiple commercial applications.

The new paragraph discloses a planned product and expected uses, introducing substantive product-development information not present previously.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] We have plans to continue to reduce the total cost of and enhance the design and performance of our current product lineup, as well design new vehicles as the market evolves. We intend to develop a proprietary Class 5/6 cab chassis and expect that this product will be able to be used for dry box, refrigeration, stake bed, utility and shuttle purposes.

Cite this change

"We intend to develop a proprietary Class 5/6 cab chassis and expect that this product will be able to be used for dry box, refrigeration, stake bed, utility and shuttle purposes."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

16AddedItem 7 › Overview and 2025 Highlights

Summary · quote-checked

Added disclosure of the Company’s April 2025 launch of the Motiv Premier Partner Network and its fleet-support offerings.

The new paragraph introduces a previously undisclosed commercial fleet resource, its provider network, and services related to charging costs, operational efficiency, incentives and financing.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] In April 2025, the Company launched the Motiv Premier Partner Network (MPPN), a carefully vetted commercial fleet resource consisting of some of the industry-leading solution providers available to support fleets at any stage of their journey to net-zero emissions. MPPN offerings and expertise focus on helping fleets minimize charging infrastructure costs, improve operational efficiencies and take advantage of incentive and financing programs.

Cite this change

"In April 2025, the Company launched the Motiv Premier Partner Network (MPPN), a carefully vetted commercial fleet resource consisting of some of the industry-leading solution providers available to support fleets at any stage of their journey to net-zero emissions."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

17AddedItem 7 › Recent Trends and Market Conditions

Summary · quote-checked

Added disclosure linking revenue and margin growth to product development, substantial additional capital, scaling, and securing vehicle orders.

The new paragraph introduces substantive dependencies and a capital requirement affecting commercialization, growth, margins, and orders; it is not merely a presentation or period update.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Our ability to grow revenues and expand margins will depend on our ability to continue development of our products and services. Many of our products are in development, and we will require substantial additional capital to bring them to full commercialization. Our success also will depend on growing the scale of our products and services, including securing additional orders for vehicles from businesses and fleet operators.

Cite this change

"Our ability to grow revenues and expand margins will depend on our ability to continue development of our products and services. Many of our products are in development, and we will require substantial additional capital to bring them to full commercialization. Our success also will depend on growing the scale of our products and services, including securing additional orders for vehicles from businesses and fleet operators."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

18AddedItem 7 › Recent Trends and Market Conditions

Summary · quote-checked

Added disclosure that adverse macroeconomic and geopolitical conditions may harm the business and prospects and cause customers to defer or cancel purchases and orders.

The new paragraph adds risks tied to recession, tariffs, export controls, interest rates, liquidity concerns and customer purchasing delays, substantively expanding the disclosed exposure.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Further, a global economic recession, downturn or other adverse economic conditions, whether due to changes or uncertainties in trade policies, the imposition or proposed imposition of tariffs, export controls, threat of trade war, persistent inflation, political instability, global or regional conflicts or other geopolitical events, public health crises, interest rate increases or other central bank policy actions, government closures of banks and liquidity concerns at financial institutions, and other macroeconomic or geopolitical factors, may have an adverse impact on our business and prospects. The uncertainties surrounding trade policies, tariffs and export controls, and their effect on economic conditions generally, have caused certain customers to delay purchasing decisions. Higher interest rates, lower cash reserves, fluctuations in foreign currency exchange rates, and weakened consumer confidence may cause additional deferrals or cancellations of purchasing decisions and orders, respectively.

Cite this change

"Further, a global economic recession, downturn or other adverse economic conditions, whether due to changes or uncertainties in trade policies, the imposition or proposed imposition of tariffs, export controls, threat of trade war, persistent inflation, political instability, global or regional conflicts or other geopolitical events, public health crises, interest rate increases or other central bank policy actions, government closures of banks and liquidity concerns at financial institutions, and other macroeconomic or geopolitical factors, may have an adverse impact on our business and prospects."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

19AddedItem 7 › Recent Trends and Market Conditions

Summary · quote-checked

Added disclosure addressing supplier and partner disruption risks and potential limits on external financing for operations and capital expenditures.

The new paragraph introduces substantive supplier, operational, financial-market and financing dependencies that were absent from the prior report.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] If any of our suppliers, sub-suppliers or partners experience financial distress, insolvency or disruptions in operations, they may be unable to fulfill their obligations or meet our production and quality requirements. Additionally, any deterioration of conditions in the financial markets may limit our ability to obtain external financing to fund our operations and capital expenditures on terms favorable to us, if at all.

Cite this change

"If any of our suppliers, sub-suppliers or partners experience financial distress, insolvency or disruptions in operations, they may be unable to fulfill their obligations or meet our production and quality requirements."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

20AddedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Added disclosure of a Customer Order Credit Agreement providing up to $40.0 million for vehicle manufacturing tied to Qualified Purchase Orders.

The new paragraph discloses a financing arrangement, funding capacity, and conditions tied to customer purchase orders, changing disclosed liquidity and dependency information.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] The Customer Order Credit Agreement provides Workhorse with up to $40.0 million to fund vehicle manufacturing in connection with Qualified Purchase Orders (as defined in the Customer Order Credit Agreement). Under the Customer Order Credit Agreement, a Qualified Purchase Order includes purchase orders entered into between Workhorse and/or one or more of its subsidiaries and a customer made on terms approved by MGMH or substantially similar to terms previously approved by MGMH pursuant to a master purchase agreement or other standard terms and conditions approved by MGMH. The amount of funds advanced by MGMH upon the receipt of an acceptable purchase order will be determined by MGMH but will not exceed 70% of the purchase price for the ordered vehicles without MGMH's consent. The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10.0 million to fund its working capital requirements, including costs related to the Merger, and its general corporate purposes.

Cite this change

"The Customer Order Credit Agreement provides Workhorse with up to $40.0 million to fund vehicle manufacturing in connection with Qualified Purchase Orders (as defined in the Customer Order Credit Agreement). Under the Customer Order Credit Agreement, a Qualified Purchase Order includes purchase orders entered into between Workhorse and/or one or more of"

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

21AddedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Added disclosure of MGMH-approved vehicle purchase-order advances and Workhorse’s $10.0 million working-capital credit line.

The paragraph introduces financing arrangements, an advance limit, and borrowing capacity tied to working capital, merger costs, and corporate purposes.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

The Customer Order Credit Agreement provides Workhorse with up to $40.0 million to fund vehicle manufacturing in connection with Qualified Purchase Orders (as defined in the Customer Order Credit Agreement). Under the Customer Order Credit Agreement, a Qualified Purchase Order includes purchase orders entered into between Workhorse and/or one or more of [added] its subsidiaries and a customer made on terms approved by MGMH or substantially similar to terms previously approved by MGMH pursuant to a master purchase agreement or other standard terms and conditions approved by MGMH. The amount of funds advanced by MGMH upon the receipt of an acceptable purchase order will be determined by MGMH but will not exceed 70% of the purchase price for the ordered vehicles without MGMH's consent. The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10.0 million to fund its working capital requirements, including costs related to the Merger, and its general corporate purposes.

Cite this change

"The Cash Flow Credit Agreement provides Workhorse with a line of credit with borrowing capacity of up to $10.0 million to fund its working capital requirements, including costs related to the Merger, and its general corporate purposes."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

22AddedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Added disclosure of a $5.0 million secured convertible financing, including its proceeds, interest, seniority, guarantees and collateral.

The new paragraph discloses a financing transaction and related debt obligations, guarantees, security interests and repayment priority, creating substantive liquidity and commitment information.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] On August 15, 2025, Workhorse issued to MGMH a Subordinated Secured Convertible Note (the "Convertible Note") with an aggregate original principal amount of $5.0 million (the "Convertible Financing"). The Convertible Note was issued without original issue discount, and Workhorse received $5.0 million in proceeds, which Workhorse plans to use for general corporate purposes. The Convertible Note bears interest at a rate of 8.0% per annum, subject to adjustment as set forth in the Convertible Note, compounded quarterly and increasing the principal outstanding under the Convertible Note. The Convertible Note is a secured obligation of Workhorse, ranking senior to all other indebtedness and, subject to certain limitations, is unconditionally guaranteed by each of Workhorse's subsidiaries, pursuant to the terms of a certain Subsidiary Guarantee and secured by substantially all of the assets of Workhorse and its subsidiaries pursuant to a certain Security Agreement.

Cite this change

"On August 15, 2025, Workhorse issued to MGMH a Subordinated Secured Convertible Note (the "Convertible Note") with an aggregate original principal amount of $5.0 million (the "Convertible Financing")."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

23AddedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Added disclosure of the Convertible Note’s maturity and automatic conversion terms, including conversion based on a discounted PIPE transaction price.

The paragraph introduces a financing obligation and conversion mechanism, revealing a new maturity and potential stock issuance dependency rather than merely rephrasing existing disclosure.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Workhorse's obligations under the Convertible Note mature 24 months after the date of issuance. The Convertible Note is automatically convertible into a number shares of Workhorse stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in a PIPE transaction (as defined above under Credit Facilities).

Cite this change

"Workhorse's obligations under the Convertible Note mature 24 months after the date of issuance. The Convertible Note is automatically convertible into a number shares of Workhorse stock equal to the principal amount then outstanding divided by 90% of the price per share paid by investors in a PIPE transaction (as defined above under Credit Facilities)."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

24AddedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Added disclosure that the Convertible Note became unsecured and its related security agreement was terminated.

The paragraph discloses a changed obligation structure, including unsecured status, termination of collateral security, and amendment of a subsidiary guaranty.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] On December 15, 2025, the parties to the Convertible Note entered into an Amended and Restated Convertible Note to make the obligations under the Convertible Note, as amended, unsecured obligations of Workhorse and each guarantor party thereto. As a result, the Convertible Note Security Agreement was terminated on the Closing Date. The Convertible Note Subsidiary Guaranty was amended and restated (the "A&R Convertible Note Subsidiary Guaranty") to incorporate the termination of the Convertible Note Security Agreement.

Cite this change

"On December 15, 2025, the parties to the Convertible Note entered into an Amended and Restated Convertible Note to make the obligations under the Convertible Note, as amended, unsecured obligations of Workhorse and each guarantor party thereto. As a result, the Convertible Note Security Agreement was terminated on the Closing Date. The Convertible Note Subsidiary Guaranty was amended and restated (the "A&R Convertible Note Subsidiary Guaranty") to incorporate the termination of the Convertible Note Security Agreement."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

25AddedItem 7 › Results of Operations

Summary · quote-checked

Added a heading identifying impairment loss on an investment in a discontinued product line.

The new paragraph indicates a newly disclosed impairment-related item, but the text provides no further details about the investment, obligation, or amount.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Impairment Loss on Discontinued Product Line Investment

Cite this change

"Impairment Loss on Discontinued Product Line Investment"

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

26AddedItem 7 › Results of Operations

Summary · quote-checked

Added disclosure of an assumed liability for rights to acquire Workhorse shares and related mark-to-market income recorded after the Merger.

The paragraph introduces a specific outstanding liability, its origin, valuation method, and associated income, changing the disclosed obligations and financial results.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] In connection with the Merger, we assumed an outstanding liability for rights to acquire 1,193,364 shares of Workhorse Common Stock (the "Rights"). The Rights were issued pre-Merger in exchange for the cancellation of some of Workhorse's pre-Merger debt. The Rights are periodically marked-to-market using the closing price of Workhorse Common Stock. During the year ended December 31, 2025, subsequent to the Merger date, we recorded $1.0 million of income related to changes in the value of the Rights.

Cite this change

"In connection with the Merger, we assumed an outstanding liability for rights to acquire 1,193,364 shares of Workhorse Common Stock (the "Rights"). The Rights were issued pre-Merger in exchange for the cancellation of some of Workhorse's pre-Merger debt. The Rights are periodically marked-to-market using the closing price of Workhorse Common Stock. During the year ended December 31, 2025, subsequent to the Merger date, we recorded $1.0 million of income related to changes in the value of the Rights."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

27AddedItem 7 › Liquidity and Capital Resources; Going Concern

Summary · quote-checked

Added disclosure of planned merger synergies involving reduced contract manufacturing and production of Motiv products at the Workhorse facility.

The new paragraph introduces a specific merger-related manufacturing change and production dependency, rather than merely rephrasing recurring disclosure.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] • Realizing synergies from the Merger, including savings from reducing contract manufacturers for Motiv products by manufacturing them in the Workhorse production facility.

Cite this change

"• Realizing synergies from the Merger, including savings from reducing contract manufacturers for Motiv products by manufacturing them in the Workhorse production facility."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

28AddedItem 7 › Liquidity and Capital Resources; Going Concern

Summary · quote-checked

Added a statement about efforts to reduce vehicle bill-of-material costs toward parity with internal combustion engine vehicles.

The new paragraph discloses an ongoing cost-reduction effort and a stated cost target, introducing substantive operational information rather than wording or boilerplate.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] • Continuing efforts to lower the total bill of material cost of our vehicles to be in line with Internal Combustion Engine ("ICE") vehicles.

Cite this change

"Continuing efforts to lower the total bill of material cost of our vehicles to be in line with Internal Combustion Engine ("ICE") vehicles."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

29AddedItem 7 › Liquidity and Capital Resources; Going Concern

Summary · quote-checked

Added disclosure that the Credit Agreements permit equity or equity-linked financing, subject to conditions, although such a transaction is not probable.

The new paragraph discloses a financing permission and management’s assessment that consummation is not probable, introducing an obligation or liquidity-related dependency not present previously.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Subject to certain conditions, the Credit Agreements permit the Company to raise funds through an equity or equity-linked financing; however, the consummation of such a transaction is not probable as of the issuance date of the accompanying Consolidated Financial Statements.

Cite this change

"Subject to certain conditions, the Credit Agreements permit the Company to raise funds through an equity or equity-linked financing; however, the consummation of such a transaction is not probable as of the issuance date of the accompanying Consolidated Financial Statements."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

30AddedItem 7 › Critical Accounting Estimates

Summary · quote-checked

Added disclosure describing fair-value measurement of property, equipment and inventory acquired in business combinations and the assumptions used.

The new paragraph introduces a substantive accounting-estimate disclosure concerning valuation assumptions, rather than merely changing presentation or calculation wording.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Property and equipment and inventory acquired in a business combination are recorded at estimated fair value, determined using cost and market-based valuation techniques. These valuations require assumptions regarding replacement cost, physical deterioration, economic obsolescence, and remaining useful lives.

Cite this change

"Property and equipment and inventory acquired in a business combination are recorded at estimated fair value, determined using cost and market-based valuation techniques."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

31AddedItem 7 › Critical Accounting Estimates

Summary · quote-checked

Added disclosure that fair value of acquisition consideration involving non-cash equity components requires significant judgment and uses the Company’s stock value at acquisition.

The new paragraph discloses a judgment area and measurement basis for equity consideration in an acquisition, introducing substantive accounting information rather than boilerplate.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] The fair value of consideration transferred may also require significant judgment when it includes non-cash components, such as equity instruments. The equity consideration was measured based on the fair value of the Company's stock at the acquisition date.

Cite this change

"The fair value of consideration transferred may also require significant judgment when it includes non-cash components, such as equity instruments. The equity consideration was measured based on the fair value of the Company's stock at the acquisition date."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

32AddedItem 7 › Critical Accounting Estimates

Summary · quote-checked

Added disclosure about acquisition valuation estimates, assumptions, contingent consideration, and potential measurement-period adjustments.

The new paragraph discloses acquisition-related valuation uncertainties and the possibility of adjusting provisional amounts, introducing substantive information about assets, liabilities, and contingent consideration.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] The valuation of assets acquired, liabilities assumed, and consideration transferred required the use of significant assumptions and estimates, which are inherently uncertain. Changes in these assumptions could materially affect the amounts recognized for identifiable intangible assets, property and equipment, goodwill, and contingent consideration. During the measurement period, we may record adjustments to the provisional amounts recognized if new information becomes available about facts and circumstances that existed as of the acquisition date.

Cite this change

"The valuation of assets acquired, liabilities assumed, and consideration transferred required the use of significant assumptions and estimates, which are inherently uncertain. Changes in these assumptions could materially affect the amounts recognized for identifiable intangible assets, property and equipment, goodwill, and contingent consideration. During the measurement period, we may record adjustments to the provisional amounts recognized if new information becomes available about facts and circumstances that existed as of the acquisition date."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

33AddedItem 7 › Critical Accounting Estimates

Summary · quote-checked

Adds disclosure that the company provides manufacturer warranties and records a liability for estimated warranty and recall costs.

The paragraph introduces a warranty obligation and related liability, including estimated repair or replacement costs, changing disclosed obligations.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Nature of Valuation: We generally provide a manufacturer's warranty on all new vehicles we sell. We record a warranty liability for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified.

Cite this change

"Nature of Valuation: We generally provide a manufacturer's warranty on all new vehicles we sell. We record a warranty liability for the products sold by us, which includes our best estimate of the projected costs to repair or replace items under warranties and recalls if identified."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

34AddedItem 7 › Critical Accounting Estimates

Summary · quote-checked

Added disclosure describing the warranty liability estimate, expected claims, fulfillment costs, and assumptions underlying the estimate.

The new paragraph identifies a warranty-related liability and associated future claims and costs, adding substantive information about an obligation and estimation exposure.

Filing text · FY2024 10-K · filed Mar 31, 2025

No corresponding language in the FY2024 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

[added] Assumptions and Approach Used: The amount of warranty liability accrued reflects management's best estimate of the nature, frequency, and costs of future claims. Historically, the cost of fulfilling the warranty obligations has principally involved replacement parts, towing and transportation costs, labor and sometimes travel for any field retrofit campaigns. Our estimates are based on historical experience, the extent of pre-production testing, the number of units involved and the extent of features/components included in product models.

Cite this change

"The amount of warranty liability accrued reflects management's best estimate of the nature, frequency, and costs of future claims."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

Show fewer in Item 7

What the company no longer says

Paragraphs of the prior filing that this filing dropped. Only last year's text can show these.

37 material removals

Item 1A · Risk Factors

2 of 12 shown · Ordered by the model, quote-checked

01RemovedItem 1A › Risks Related to our Financing Arrangements › Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our obligations under the 2024 Notes.

Summary · quote-checked

Removed disclosure of outstanding 2024 Notes, refinancing dependence, potential cash shortfalls, and possible default consequences.

The removed paragraph described debt-servicing obligations, refinancing dependence, liquidity alternatives, and default risk, so its deletion changes disclosed financing risks.

Why the model ranked it here

This removes disclosure about debt-servicing capacity, refinancing dependence, potential cash shortfalls, and default consequences that directly bears on liquidity risk.

Filing text · FY2024 10-K · filed Mar 31, 2025

[removed] As of December 31, 2024, $10.5 million fair value aggregate principal amount remained outstanding under the 2024 Notes, with an outstanding aggregate principal of $7.6 million. Our ability to make payments of principal or to pay interest on or to refinance the 2024 Notes depends on our future performance, which is subject to economic, financial, competitive and other factors, some of which are beyond our control. Our business may not generate cash flow from operations in the future sufficient to satisfy our obligations under the 2024 Notes. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance the 2024 Notes will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on the 2024 Notes.

Filing text · FY2025 10-K · filed Mar 31, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"Our business may not generate cash flow from operations in the future sufficient to satisfy our obligations under the 2024 Notes."

Workhorse Group, Form 10-K for FY2024, Item 1A, accession 0001425287-25-000024, filed 31 March 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000142528725000024/wkhs-20241231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

02RemovedItem 1A › Risks 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.

Summary · quote-checked

Removed disclosure that proceeds from the Tenth Additional 2024 Note were restricted in a lockbox and might never be received.

The removed paragraph disclosed a financing dependency, release conditions, and uncertainty regarding receipt of additional proceeds, changing the stated financing risk.

Why the model ranked it here

This removes disclosure that financing proceeds were restricted and might not be received, changing the reader’s understanding of available funding.

Filing text · FY2024 10-K · filed Mar 31, 2025

[removed] The 2024 Note issued on February 12, 2025 in the aggregate principal amount of $35.0 million (the "Tenth Additional 2024 Note") is governed by the Lockbox Letter. Pursuant to the Lockbox Letter, the net proceeds of $30.6 million after 12.5% original issue discount and related fees and expenses, were deposited into a lockbox account under the control of the collateral agent under the 2024 Securities Purchase Agreement. Funds may be released from the lockbox from time to time (i) in an amount corresponding to the principal amount converted, if the investor converts any portion of the Notes issued hereunder; (ii) in the amount of $2.6 million each calendar month, if we satisfy the conditions of a Market Release Event (as defined in the Lockbox Letter), including minimum Common Stock price and trading volume conditions; or (iii) otherwise, with the consent of the Investor. There is no guarantee that we will receive additional proceeds from the issuance of the 2024 Notes.

Filing text · FY2025 10-K · filed Mar 31, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"The 2024 Note issued on February 12, 2025 in the aggregate principal amount of $35.0 million (the "Tenth Additional 2024 Note") is governed by the Lockbox Letter. Pursuant to the Lockbox Letter, the net proceeds of $30.6 million after 12.5% original issue discount and related fees and expenses, were deposited into a lockbox account under the control of the collateral agent under the 2024 Securities Purchase Agreement. Funds may be released from the lockbox from time to time (i) in an amount corresponding to the principal amount converted, if the investor converts any portion of the Notes issued hereunder; (ii) in the amount of $2.6 million each calendar month, if we satisfy the conditions of a Market Release Event (as defined in the Lockbox Letter), including minimum Common Stock price and trading volume conditions; or (iii) otherwise, with the consent of the Investor. There is no guarantee that we will receive additional proceeds from the issuance of the 2024 Notes."

Workhorse Group, Form 10-K for FY2024, Item 1A, accession 0001425287-25-000024, filed 31 March 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000142528725000024/wkhs-20241231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

Show all 12 in Item 1A (10 more, in filing order)

Item 7 · MD&A

3 of 25 shown · Ordered by the model, quote-checked

01RemovedItem 7 › Liquidity and Capital Resources; Going Concern

Summary · quote-checked

Removed disclosure that limited financing could force operational adjustments and a voluntary bankruptcy filing, with uncertain stakeholder recoveries and securities trading values.

The removed paragraph disclosed financing constraints and a potential bankruptcy proceeding, materially changing the company’s stated liquidity and going-concern risks.

Why the model ranked it here

The removed disclosure described extremely limited financing access and the possibility of operational changes or a voluntary bankruptcy filing, directly affecting the company’s stated liquidity and going-concern risk.

Filing text · FY2024 10-K · filed Mar 31, 2025

[removed] Our ability to obtain additional proceeds from financings is extremely limited under current conditions and if we are unable to identify other sources of funding, we may need to further adjust our operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any.

Filing text · FY2025 10-K · filed Mar 31, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"Our ability to obtain additional proceeds from financings is extremely limited under current conditions and if we are unable to identify other sources of funding, we may need to further adjust our operations and seek protection by filing a voluntary petition for relief under the Bankruptcy Code. If this were to occur, the value available to our various stakeholders, including our creditors and stockholders, is uncertain and trading prices for our securities may bear little or no relationship to the actual recovery, if any, by holders of our securities in bankruptcy proceedings, if any."

Workhorse Group, Form 10-K for FY2024, Item 7, accession 0001425287-25-000024, filed 31 March 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000142528725000024/wkhs-20241231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

02RemovedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Removed disclosure of a securities financing arrangement involving convertible notes and warrants used to fund operations.

The removed paragraph disclosed a financing arrangement, potential capital raise, debt, conversion into common stock, and warrants—substantive liquidity and obligation information.

Why the model ranked it here

The removed disclosure described a securities financing arrangement involving convertible debt and warrants intended to fund operations, materially changing the stated capital and liquidity resources.

Filing text · FY2024 10-K · filed Mar 31, 2025

[removed] As part of management's plan to raise capital to fund operations, we entered into a financing arrangement that makes liquidity available in both the short term and over time. On March 15, 2024, we entered into a securities purchase agreement (the "2024 Securities Purchase Agreement") with an institutional investor (the "Investor") under which we agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor in multiple tranches over a period beginning on March 15, 2024, (i) senior secured convertible notes for up to an aggregate principal amount of $139.0 million (the "2024 Notes") that are convertible into shares of the Company's Common Stock, and (ii) warrants (the " 2024 Warrants") to purchase shares of Common Stock.

Filing text · FY2025 10-K · filed Mar 31, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"As part of management's plan to raise capital to fund operations, we entered into a financing arrangement that makes liquidity available in both the short term and over time. On March 15, 2024, we entered into a securities purchase agreement (the "2024 Securities Purchase Agreement") with an institutional investor (the "Investor") under which we agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor in multiple tranches over a period beginning on March 15, 2024, (i) senior secured convertible notes for up to an aggregate principal amount of $139.0 million (the "2024 Notes") that are convertible into shares of the Company's Common Stock, and (ii) warrants (the " 2024 Warrants") to purchase shares of Common Stock."

Workhorse Group, Form 10-K for FY2024, Item 7, accession 0001425287-25-000024, filed 31 March 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000142528725000024/wkhs-20241231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

03RemovedItem 7 › Liquidity and Capital Resources

Summary · quote-checked

Removed disclosure that public-float limits restrict issuance of 2024 Notes and other securities, substantially limiting liquidity from public sales.

The removed paragraph described a financing constraint, securities issuance limitation, and liquidity dependency; its removal changes disclosure of a material liquidity risk.

Why the model ranked it here

The removed disclosure explained that public-float limits substantially constrained the company’s ability to raise liquidity through public securities offerings.

Filing text · FY2024 10-K · filed Mar 31, 2025

[removed] Although the 2024 Securities Purchase Agreement contemplates the issuance of up to $61.5 million in aggregate principal amount of additional 2024 Notes and corresponding 2024 Warrants, we can issue such 2024 Notes only to the extent we can offer and sell them pursuant to a Registration Statement on Form S-3. Because the "public float" of our Common Stock is currently less than $75 million, the SEC's "baby shelf" rules will limit the amount of securities we can offer and sell on Form S-3, including the 2024 Notes, Common Stock and all other securities, to one-third of our public float in any twelve month period. Accordingly, our ability to obtain liquidity though public sales of securities, including pursuant to our ATM program and the 2024 Securities Purchase Agreement, is substantially limited.

Filing text · FY2025 10-K · filed Mar 31, 2026

No corresponding language in the FY2025 10-K.

Cite this change

"Although the 2024 Securities Purchase Agreement contemplates the issuance of up to $61.5 million in aggregate principal amount of additional 2024 Notes and corresponding 2024 Warrants, we can issue such 2024 Notes only to the extent we can offer and sell them pursuant to a Registration Statement on Form S-3. Because the "public float" of our Common Stock is currently less than $75 million, the SEC's "baby shelf" rules will limit the amount of securities we can offer and sell on Form S-3, including the 2024 Notes, Common Stock and all other securities, to one-third of our public float in any twelve month period. Accordingly, our ability to obtain liquidity though public sales of securities, including pursuant to our ATM program and the 2024 Securities Purchase Agreement, is substantially limited."

Workhorse Group, Form 10-K for FY2024, Item 7, accession 0001425287-25-000024, filed 31 March 2025.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000142528725000024/wkhs-20241231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

Show all 25 in Item 7 (22 more, in filing order)

What the company says differently

Paragraphs that changed between the two filings, shown as a word diff.

52 material changes

Item 1A · Risk Factors

2 of 19 shown · Ordered by the model, quote-checked

01ChangedItem 1A › Risks 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.

Summary · quote-checked

Going-concern disclosure changes the financing dependency from specific 2024 Notes lockbox proceeds to obtaining new financing arrangements.

The financing sources and stated limitation changed substantively, altering the disclosed liquidity dependency; the loss figures and periods are annual roll-forwards.

Why the model ranked it here

The going-concern disclosure now depends on obtaining new financing arrangements rather than relying on a specifically identified financing source, changing the company’s stated liquidity dependency.

Filing text · FY2024 10-K · filed Mar 31, 2025

We have incurred net losses of [removed] $101.8 million and [removed] $123.9 million for the fiscal years ended December 31, [removed] 2024 and December 31, [removed] 2023, respectively. As a result of our recurring losses from operations, accumulated deficit, projected working capital needs and delays in bringing our vehicles to market, and, accordingly, slower market demand than previously expected, substantial doubt exists as to our ability to continue as a going concern over the twelve months from the date of the issuance of the audited financial statements accompanying this Form 10-K. Our ability to continue as a going concern depends on our ability to receive additional proceeds from our financing [removed] relationships, including the release of funds from the lockbox account in which proceeds of our most recent issuance of 2024 Notes under our 2024 Securities Purchase Agreement are held. In addition, our ability to enter into new financing arrangements [removed] is significantly limited by the terms of our existing financing arrangements, [removed] including our 2024 Securities Purchase Agreement, as well as other factors, such as the so-called "baby shelf" rules under Form S-3. To the extent we are unable to satisfy these capital needs, we will need to significantly modify or terminate our operations and our planned business activities. The failure to obtain sufficient financing could adversely affect our ability to achieve our business objectives and continue as a going concern.

Filing text · FY2025 10-K · filed Mar 31, 2026

We have incurred net losses of [added] $64.1 million and [added] $51.6 million for the fiscal years ended December 31, [added] 2025 and December 31, [added] 2024, respectively. As a result of our recurring losses from operations, accumulated deficit, projected working capital needs and delays in bringing our vehicles to market, and, accordingly, slower market demand than previously expected, substantial doubt exists as to our ability to continue as a going concern over the twelve months from the date of the issuance of the audited financial statements accompanying this Form 10-K. Our ability to continue as a going concern depends on our ability to receive additional proceeds from our financing [added] relationships or obtain new financing arrangements. In addition, our ability to enter into new financing arrangements [added] can be limited by the terms of our existing financing arrangements, as well as other factors, such as the so-called "baby shelf" rules under Form S-3. To the extent we are unable to satisfy these capital needs, we will need to significantly modify or terminate our operations and our planned business activities. The failure to obtain sufficient financing could adversely affect our ability to achieve our business objectives and continue as a going concern.

Cite this change

"Our ability to continue as a going concern depends on our ability to receive additional proceeds from our financing relationships or obtain new financing arrangements."

Workhorse Group, Form 10-K for FY2025, Item 1A, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

02ChangedItem 1A › Risks Related to Owning Our Common Stock › A material weakness exists in our internal control over financial reporting. If we are unable to remediate the material weakness, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

Summary · quote-checked

The disclosure changes from multiple potentially unresolved control weaknesses to one definitively unresolved material weakness, with the reporting date rolled forward.

The shift from “may still be” to “is still” changes certainty, while the singular weakness changes the stated scope of the internal-control deficiency.

Why the model ranked it here

The filing now states that the material weakness remains unresolved, making the internal-control deficiency definitive rather than potentially unresolved.

Filing text · FY2024 10-K · filed Mar 31, 2025

While management has taken steps to remediate [removed] these control weaknesses, the material [removed] weaknesses may still be unresolved. Consequently, our internal control over financial reporting was not effective as of December 31, [removed] 2024.

Filing text · FY2025 10-K · filed Mar 31, 2026

While management has taken steps to remediate [added] the control weakness, the material [added] weakness is still unresolved. Consequently, our internal control over financial reporting was not effective as of December 31, [added] 2025.

Cite this change

"While 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."

Workhorse Group, Form 10-K for FY2025, Item 1A, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

Show all 19 in Item 1A (17 more, in filing order)

Item 7 · MD&A

3 of 33 shown · Ordered by the model, quote-checked

01MergedItem 7 › Liquidity and Capital Resources; Going Concern

Summary · quote-checked

The current paragraph removes statements about insufficient cash, future cash depletion, and substantial doubt regarding going-concern continuity.

The removed text substantively changes disclosed liquidity and going-concern conditions, not merely paragraph structure or wording.

Why the model ranked it here

Removing an explicit substantial-doubt going-concern statement materially changes the disclosed assessment of the company’s ability to continue operating.

Filing text · FY2024 10-K · filed Mar 31, 2025

We may also rely on other debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our[removed] business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our vehicle programs and satisfy our obligations as they become due, we will be materially and adversely affected. This could affect future vehicle program production and sales. Failure to receive additional proceeds will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the additional proceeds needed to achieve our goals on acceptable terms or at all. Additionally, any additional equity or equity-linked financings would likely have a dilutive[removed] effect on the holdings of our existing stockholders. Our current level of cash and cash equivalents are not sufficient to execute our business plan. For the foreseeable future, we will incur operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these Consolidated Financial Statements included in this Annual Report on Form 10-K.

Filing text · FY2025 10-K · filed Mar 31, 2026

We may also rely on other debt financing or other sources of capital funding such as through the sale of assets to obtain sufficient financial resources to fund our operating activities. If we are unable to maintain sufficient financial resources, our[added] business, financial condition and results of operations, as well as our ability to continue to develop, produce and market our vehicle programs and satisfy our obligations as they become due, we will be materially and adversely affected. This could affect future vehicle program production and sales. Failure to receive additional proceeds will have a material, adverse impact on our business operations. There can be no assurance that we will be able to obtain the additional proceeds needed to achieve our goals on acceptable terms or at all. Additionally, any additional equity or equity-linked financings would likely have a dilutive effect on the holdings of our existing stockholders. Our current level of cash and cash equivalents is not sufficient to execute our business plan. For the foreseeable future, we will incur operating expenses, capital expenditures and working capital funding that will deplete our cash on hand. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these Consolidated Financial Statements included in this Annual Report on Form 10-K.

Cite this change

"Additionally, any additional equity or equity-linked financings would likely have a dilutive"

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

02ChangedItem 7 › Liquidity and Capital Resources; Going Concern

Summary · quote-checked

The expected financing sources changed from proceeds of a specific note, subject to lockbox conditions, to Credit Agreements and potential equity or equity-linked financing.

The paragraph changes the identified financing dependency and removes the disclosed uncertainty regarding access to approximately $27.4 million of note proceeds, altering the stated liquidity and going-concern exposure.

Why the model ranked it here

The primary funding source shifts from uncertain locked-up note proceeds to credit agreements and possible equity-linked financing, changing the company’s disclosed liquidity dependency.

Filing text · FY2024 10-K · filed Mar 31, 2025

Our revenues from operations are unlikely to be sufficient to meet our liquidity requirements for the twelve months following the date of the issuance of our Consolidated Financial Statements, and, accordingly, our ability to continue as a going concern depends on our ability to obtain and receive proceeds from [removed] third-party financing. We currently expect that our primary source of [removed] third-party financing will be the [removed] proceeds of the Tenth Additional 2024 Note, which we issued under our 2024 Securities Purchase Agreement. As discussed more fully above, as of March 21, 2025, approximately $27.4 million of such proceeds remain in a lockbox account and will be available to us only upon satisfaction or waiver of the conditions described above. Accordingly, there can be no assurance that any or all of such proceeds will be available to us on a timely basis or ever.

Filing text · FY2025 10-K · filed Mar 31, 2026

Our revenues from operations are unlikely to be sufficient to meet our liquidity requirements for the twelve months following the date of the issuance of our Consolidated Financial Statements, and, accordingly, our ability to continue as a going concern depends on our ability to obtain and receive proceeds from [added] external financing. We currently expect that our primary source of financing will be the [added] Credit Agreements and a potential equity or equity-linked financing.

Cite this change

"We currently expect that our primary source of financing will be the Credit Agreements and a potential equity or equity-linked financing."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

03ChangedItem 7 › Results of Operations

Summary · quote-checked

Interest expense declined, while the explanation shifted to Senior Secured Promissory Note advances and forgiveness in the Merger transaction.

Beyond annual roll-forward and changed figures, the paragraph adds a financing dependency, loan advances, a 20% interest rate, substantial outstanding amounts, and lender forgiveness.

Why the model ranked it here

The disclosure introduces substantial senior-note borrowing and its lender forgiveness in the merger, materially changing the financing and obligation picture.

Filing text · FY2024 10-K · filed Mar 31, 2025

For the year ended December 31, [removed] 2024, Interest expense, net was [removed] $22.2 million, compared to [removed] $8.7 million for the year ended December 31, [removed] 2023. The increase was primarily [removed] driven by an $11.9 million loss on the fair value of the 2024 Notes, and an increase of $2.0 million of interest expense compared to $1.5 million of interest income in the prior year. due to higher cash balances in the previous periods.

Filing text · FY2025 10-K · filed Mar 31, 2026

For the year ended December 31, [added] 2025, Interest expense, net was [added] $17.4 million, compared to [added] $10.3 million for the year ended December 31, [added] 2024. The higher interest in 2025 was primarily [added] due to higher aggregated principal and compounded interest outstanding under the Senior Secured Promissory Note ("A&R Senior Note"). Pre-Merger, we received loan advances under the A&R Senior Note totaling $22.0 million in 2025 and $45.0 million in 2024, at an interest rate of 20% interest per annum. The total aggregate outstanding principal and accrued compounded interest related to the A&R Senior Note of $107.7 million was fully forgiven by the lender, MGMH, as part of the Merger transaction.

Cite this change

"The higher interest in 2025 was primarily due to higher aggregated principal and compounded interest outstanding under the Senior Secured Promissory Note ("A&R Senior Note"). Pre-Merger, we received loan advances under the A&R Senior Note totaling $22.0 million in 2025 and $45.0 million in 2024, at an interest rate of 20% interest per annum. The total aggregate outstanding principal and accrued compounded interest related to the A&R Senior Note of $107.7 million was fully forgiven by the lender, MGMH, as part of the Merger transaction."

Workhorse Group, Form 10-K for FY2025, Item 7, accession 0001628280-26-022417, filed 31 March 2026.

Filing: https://www.sec.gov/Archives/edgar/data/1425287/000162828026022417/wkhs-20251231.htm

Comparison: https://yearover.com/reports/wkhs/0001628280-26-022417?ref=quote

Summaries are written by a model and checked against the quoted text. The quotes are the record.

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