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.

Concept	FY2025	FY2024
Revenueus-gaap:RevenueFromContractWithCustomerExcludingAssessedTax	21,211,000USD · Jan 1, 2025 to Dec 31, 2025	6,616,358USD · 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:CashAndCashEquivalentsAtCarryingValue	12,920,000USD · at Dec 31, 2025	4,119,938USD · 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

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

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

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

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

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

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

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

Show all 34 in Item 7 (31 more, in filing order)

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

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

03RemovedItem 1A › Risks Related to our Business and Operations › Continued disruption of supply, shortage of materials or increases in costs, in particular for battery packs could harm our business.

Summary · quote-checked

Removed disclosure that vehicle manufacturing depends on battery-pack supply and has experienced supplier capacity constraints.

The removed paragraph disclosed a material supply dependency and prior disruption, changing the stated operational risk.

Why the model ranked it here

This removes a stated dependence on battery-pack supply and disclosure of supplier capacity constraints affecting vehicle manufacturing.

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

[removed] Our ability to manufacture our vehicles depends on the continued supply of battery packs, including the competent battery cells, used in our products. We have in the past experienced a battery pack supply chain constraint as a result of our existing supplier's inability to keep up with volume requirements. We continue to work with our current supplier to overcome these supply constraints and have also begun collaborating with an additional supplier, subject to appropriate testing, to further expand our battery pack options.

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

No corresponding language in the FY2025 10-K.

Cite this change

"Our ability to manufacture our vehicles depends on the continued supply of battery packs, including the competent battery cells, used in our products."

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

04RemovedItem 1A › Risks Related to our Business and Operations › Continued disruption of supply, shortage of materials or increases in costs, in particular for battery packs could harm our business.

Summary · quote-checked

Removed disclosure of supply constraints and collaboration with an additional battery-pack supplier.

The removed text describes a supply constraint and an additional supplier dependency, changing the disclosed operational risk and sourcing arrangements.

Why the model ranked it here

This removes disclosure of battery supply constraints and efforts to add a supplier, obscuring a material sourcing dependency.

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

Our ability to manufacture our vehicles depends on the continued supply of battery packs, including the competent battery cells, used in our products. We have in the past experienced a battery pack supply chain constraint as a result of our existing supplier's inability to keep up with volume requirements. We continue to work with our current supplier to overcome these ~~[removed] supply constraints and have also begun collaborating with an additional supplier, subject to appropriate testing, to further expand our battery pack options.~~

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

No corresponding language in the FY2025 10-K.

Cite this change

"supply constraints and have also begun collaborating with an additional supplier, subject to appropriate testing, to further expand our battery pack options."

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

05RemovedItem 1A › Risks Related to Owning Our Common Stock › We are currently out of compliance with the Nasdaq's continuing listing requirements and if we fail to satisfy all such applicable Nasdaq continued listing requirements, our Common Stock may be delisted from Nasdaq, which could have an adverse impact on the liquidity and market price of our Common Stock, and our plan to regain compliance with these requirements may have an adverse effect on the Company and its stockholders.

Summary · quote-checked

Removed disclosure of the Nasdaq compliance period, March 31, 2025 deadline, and potential additional grace period.

The removed paragraph described a specific listing-compliance obligation and possible delisting-related timeline, changing the disclosed risk and compliance status.

Why the model ranked it here

This removes disclosure of the company’s Nasdaq compliance obligation and the consequences of failing to regain compliance.

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

[removed] The Company has been provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the minimum bid price. If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional grace period subject to certain conditions.

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

No corresponding language in the FY2025 10-K.

Cite this change

"The Company has been provided with a compliance period of 180 calendar days, or until March 31, 2025, to regain compliance with the minimum bid price. If the Company does not regain compliance by March 31, 2025, the Company may be eligible for an additional grace period subject to certain conditions."

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

06RemovedItem 1A › Risks Related to Owning Our Common Stock › We are currently out of compliance with the Nasdaq's continuing listing requirements and if we fail to satisfy all such applicable Nasdaq continued listing requirements, our Common Stock may be delisted from Nasdaq, which could have an adverse impact on the liquidity and market price of our Common Stock, and our plan to regain compliance with these requirements may have an adverse effect on the Company and its stockholders.

Summary · quote-checked

Removed disclosure that the 2025 Reverse Stock Split might not restore or maintain Nasdaq listing compliance.

The deleted paragraph disclosed a specific compliance effort, deadline, uncertainty, and potential failure to satisfy Nasdaq listing requirements, changing the disclosed regulatory and delisting risk.

Why the model ranked it here

This removes uncertainty about whether the reverse split would restore or maintain Nasdaq listing compliance.

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

[removed] On March 17, 2025, we effected the 2025 Reverse Stock Split of our authorized shares and issued and outstanding shares of Common Stock at a ratio of 1-for-12.5. The 2025 Reverse Stock Split is intended to allow us to regain compliance with the minimum bid price requirement for continued listing on Nasdaq, but there can be no assurance that we will regain compliance with the bid price requirement during the 180-day compliance period ending March 31, 2025, secure an extension of the compliance period beyond March 31, 2025 or maintain compliance with any other Nasdaq listing requirement.

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

No corresponding language in the FY2025 10-K.

Cite this change

"On March 17, 2025, we effected the 2025 Reverse Stock Split of our authorized shares and issued and outstanding shares of Common Stock at a ratio of 1-for-12.5. The 2025 Reverse Stock Split is intended to allow us to regain compliance with the minimum bid price requirement for continued listing on Nasdaq, but there can be no assurance that we will regain compliance with the bid price requirement during the 180-day compliance period ending March 31, 2025, secure an extension of the compliance period beyond March 31, 2025 or maintain compliance with any other Nasdaq listing requirement."

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

07RemovedItem 1A › Risks Related to Owning Our Common Stock › We are currently out of compliance with the Nasdaq's continuing listing requirements and if we fail to satisfy all such applicable Nasdaq continued listing requirements, our Common Stock may be delisted from Nasdaq, which could have an adverse impact on the liquidity and market price of our Common Stock, and our plan to regain compliance with these requirements may have an adverse effect on the Company and its stockholders.

Summary · quote-checked

Removed disclosure that Nasdaq delisting could harm liquidity, market price, confidence, business opportunities, and financing ability.

The removed text describes substantive consequences of potential delisting, including effects on liquidity, financing, and continuing operations; its removal changes disclosed risk substance.

Why the model ranked it here

This removes disclosure of how potential delisting could impair trading liquidity, stakeholder confidence, business opportunities, and financing.

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

In addition, Nasdaq has recently adopted new rules that could hinder our ability to cure our deficiency and maintain the continued listing of our Common Stock. These new rules, which became effective in January 2025, provide for the immediate delisting with no grace period of any listed company that falls out of compliance after the effective date with the minimum bid price requirement for the second time in a twelve-month period, provide for immediate delisting if a listed company effects a reverse stock split that causes it to fall out of compliance with certain other listing requirements, and limit the ratio of reverse [removed] stock splits to a cumulative ratio of 1-to-250 in any two-year period, which would substantially limit the our ability to engage in a reverse split in the near future. Delisting would likely have an adverse effect on the liquidity of our Common Stock, decrease the market price of our Common Stock, result in the potential loss of confidence by investors, suppliers, customers, and employees, and fewer business development opportunities, and adversely affect our ability to obtain financing for our continuing operations, including our ability to receive additional proceeds from our financing arrangements.

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

No corresponding language in the FY2025 10-K.

Cite this change

"stock splits to a cumulative ratio of 1-to-250 in any two-year period, which would substantially limit the our ability to engage in a reverse split in the near future. Delisting would likely have an adverse effect on the liquidity of our Common Stock, decrease the market price of our Common Stock, result in the potential loss of confidence by investors, suppliers, customers, and employees, and fewer business development opportunities, and adversely affect our ability to obtain financing for our continuing operations, including our ability to receive additional proceeds from our financing arrangements."

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

08RemovedItem 1A › Risks Related to our Financing Arrangements › Provisions in our 2024 Notes and 2024 Warrants may deter or prevent a business combination that may be favorable to you.

Summary · quote-checked

Removed disclosure that financing-arrangement provisions could deter or prevent favorable business combinations and require redemption payments in certain transactions.

The removed paragraph described obligations and acquisition-related restrictions under the 2024 Notes and 2024 Warrants, changing the disclosed financing and takeover risk.

Why the model ranked it here

This removes disclosure of financing restrictions that could constrain business combinations and create redemption obligations.

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

[removed] Under the terms of the 2024 Notes and 2024 Warrants, we are prohibited from engaging in certain mergers or acquisitions unless, among other things, the surviving entity in certain circumstances assumes our obligations under the 2024 Notes and 2024 Warrants. Pursuant to the terms of the 2024 Notes, we may be required to redeem the 2024 Notes for cash at a premium in the event of certain change of control transactions or for the Black-Scholes value of the 2024 Warrants. In addition, in the event of a non-stock takeover of our Company, we may be required to redeem the 2024 Notes for cash at a premium. These and other provisions could prevent or deter a third-party from acquiring us, even where the acquisition could be beneficial to our stockholders.

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

No corresponding language in the FY2025 10-K.

Cite this change

"Under the terms of the 2024 Notes and 2024 Warrants, we are prohibited from engaging in certain mergers or acquisitions unless, among other things, the surviving entity in certain circumstances assumes our obligations under the 2024 Notes and 2024 Warrants."

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

09RemovedItem 1A › Risks Related to our Business and Operations › Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

Summary · quote-checked

Removed a risk disclosure about limited operating history impairing forecasting, budgeting, profitability, and loss avoidance.

The removed paragraph describes substantive uncertainty and potential financial consequences tied to limited historical operating data, not merely wording or boilerplate.

Why the model ranked it here

This removes disclosure that limited operating history impairs forecasting and budgeting and could contribute to lower profitability or losses.

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

[removed] As we begin to implement and ramp up our manufacturing capabilities, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the uncertainties related to our lack of historical operations in a highly regulated and rapidly evolving industry, we may be hindered in our ability to anticipate and adapt to increases or decreases in revenues or expenses. If we make poor budgetary decisions as a result of limited historical data, we could be less profitable or incur losses.

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

No corresponding language in the FY2025 10-K.

Cite this change

"As we begin to implement and ramp up our manufacturing capabilities, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the uncertainties related to our lack of historical operations in a highly regulated and rapidly evolving industry, we may be hindered in our ability to anticipate and adapt to increases or decreases in revenues or expenses. If we make poor budgetary decisions as a result of limited historical data, we could be less profitable or incur losses."

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

10RemovedItem 1A › Risks Related to our Business and Operations › We cannot assure you that we will be successful in executing our business plan, which includes selling our recently developed W56 vehicle chassis platform and the expansion of offerings on that platform Our failure to execute our business plan would have a material adverse effect on our business, financial position, results of operations, cash flows and liquidity.

Summary · quote-checked

The filing removed disclosure describing the W56-centered electric vehicle product roadmap, current vehicle production, and expected future platform production.

The removed paragraph disclosed specific products, production activities, and an expected production timeline, changing the substance of the company’s business and execution-risk disclosure.

Why the model ranked it here

This removes specific disclosure of the electric vehicle product roadmap, production activity, and planned platform expansion.

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

[removed] During 2023, we launched the W56, a new vehicle chassis platform, which is the foundation of our revised strategic product roadmap. During 2024, we continued executing our strategic product roadmap for our electric vehicle offerings, including the production of the W4 CC, W56 and the development of the W56 208-inch wheelbase vehicle program in both strip chassis and step van variants. In addition, our product roadmap also includes our second generation, low floor, advanced content offering for the vehicle chassis market, expanding our vehicle foundation and is expected to begin production in late 2026 or 2027. To accelerate time-to-market for customers seeking delivery of electric vehicles, we continue to produce and sell Class 4 vehicles either as a cab chassis version (W4 CC) or a step van version (W750) made to haul various cargo and take on both mid and last-mile routes. The W750 was launched into production and sale in 2023, in addition to the W4 CC, which became available for sale in 2022.

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

No corresponding language in the FY2025 10-K.

Cite this change

"During 2023, we launched the W56, a new vehicle chassis platform, which is the foundation of our revised strategic product roadmap. During 2024, we continued executing our strategic product roadmap for our electric vehicle offerings, including the production of the W4 CC, W56 and the development of the W56 208-inch wheelbase vehicle program in both strip chassis and step van variants. In addition, our product roadmap also includes our second generation, low floor, advanced content offering for the vehicle chassis market, expanding our vehicle foundation and is expected to begin production in late 2026 or 2027. To accelerate time-to-market for customers seeking delivery of electric vehicles, we continue to produce and sell Class 4 vehicles either as a cab chassis version (W4 CC) or a step van version (W750) made to haul various cargo and take on both mid and last-mile routes. The W750 was launched into production and sale in 2023, in addition to the W4 CC, which became available for sale in 2022."

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

11RemovedItem 1A › Risks Related to our Business and Operations › Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Summary · quote-checked

Removed disclosure that conflicts in Ukraine and the Middle East and resulting sanctions could adversely affect current operations.

The company no longer states this geopolitical and sanctions-related operational risk, changing the substance of its risk-factor disclosure.

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

~~[removed] The current conflicts in Ukraine and the Middle East and any resulting sanctions could have an adverse impact on our current operations.~~

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

No corresponding language in the FY2025 10-K.

Cite this change

"The current conflicts in Ukraine and the Middle East and any resulting sanctions could have an adverse impact on our current operations."

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

12RemovedItem 1A › Risks Related to our Business and Operations › Uncertain global macro-economic and political conditions could materially adversely affect our results of operations and financial condition.

Summary · quote-checked

Removed disclosure that geopolitical conflicts could disrupt markets and equipment supply chains, adversely affecting operations and financial performance.

The removed sentence describes specific market, commodity-price, credit, capital-market, and supply-chain risks; deleting it changes the disclosed risk substance.

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

[removed] Further, such conflicts are likely to lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance.

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

No corresponding language in the FY2025 10-K.

Cite this change

"Further, such conflicts are likely to lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance."

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

Show fewer in Item 1A

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

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

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

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

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

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

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

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

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

Show all 33 in Item 7 (30 more, in filing order)

Get this when WKHS files next

One email a week with what changed in the filings we cover, in the company's own words. The next report on this company will be in it. You confirm by email first; nothing is sent until you do.