Form SCHEDULE 13D/A Workhorse Group Inc. Filed by: Motive GM Holdings II LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Workhorse Group Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
(CUSIP Number) |
Gary Magness 4643 South Ulster Street, Suite 1400 Denver, CO, 80237 303.572.6400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/25/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Motive GM Holdings II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,129,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
65.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All percentages are based on an aggregate of 10,928,585 shares of Common Stock (as defined below) as of August 10, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed by the Issuer on August 13, 2026, plus, for each Reporting Person, the 1,500,000 shares of Common Stock issuable upon exercise of the Warrants, which are treated as outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MAGNESS GARY D | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,129,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
65.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
All percentages are based on an aggregate of 10,928,585 shares of Common Stock (as defined below) as of August 10, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed by the Issuer on August 13, 2026, plus, for each Reporting Person, the 1,500,000 shares of Common Stock issuable upon exercise of the Warrants, which are treated as outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
GMIT Lending Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
COLORADO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,129,800.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
65.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All percentages are based on an aggregate of 10,928,585 shares of Common Stock (as defined below) as of August 10, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed by the Issuer on August 13, 2026, plus, for each Reporting Person, the 1,500,000 shares of Common Stock issuable upon exercise of the Warrants, which are treated as outstanding pursuant to Rule 13d-3(d)(1)(i).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
Workhorse Group Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
48443 ALPHA DRIVE #190, WIXOM,
MICHIGAN
, 48393. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment") to Schedule 13D is filed jointly by Motive GM Holdings II LLC, a Delaware limited liability company ("MGMH II"), Gary Magness and GMIT Lending Company, LLC, a Colorado limited liability company ("GMIT Lending" and collectively with Mr. Magness and MGMH II, the "Reporting Persons"). MGMH II is the record holder of the shares of Common Stock of the Issuer. GMIT Lending is the majority member of MGMH II and Mr. Magness holds the remaining membership interest in MGMH II directly and Mr. Magness is the manager of MGMH II. The Schedule 13D was originally filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "SEC") on December 16, 2025 (the "Original Schedule 13D"). This Amendment is being filed to report changes in beneficial ownership of the Reporting Persons as a result of the acquisition by MGMH II of warrants to purchase an aggregate of 1,500,000 shares of the Company's Common Stock, with an exercise price equal to $10.00 per share (the "Warrants"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The response to Item 3 in the Original Schedule 13D is hereby amended to add the following after the last paragraph: The Reporting Persons acquired the Warrants reported herein as consideration pursuant to the Credit Agreement Amendments (as defined below). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended to add the following after the last paragraph: On August 25, 2026, pursuant to Section 2.2 of each of Omnibus Amendment No.2 and the Cash Flow Amendment (each as defined below), the Issuer issued to MGMH II the Warrants, consisting of (i) a warrant to purchase 750,000 shares of Common Stock issued in connection with the additional borrowing of $10,000,000 made pursuant to that certain Omnibus Amendment No. 2, dated as of June 16, 2026, by and among the Issuer, as borrower, MGMH II, as lender, and the other parties thereto ("Omnibus Amendment No. 2"), and (ii) a warrant to purchase 750,000 shares of Common Stock issued in connection with the additional borrowing of $10,000,000 made pursuant to that certain Amendment No. 3 to Credit Agreement (Cash Flow), dated as of August 11, 2026, by and among the Issuer, as borrower, MGMH II, as lender, and the other parties thereto (the "Cash Flow Amendment", and together with Omnibus Amendment No. 2, the "Credit Agreement Amendments"). Each Warrant has an initial exercise price per share of $10.00, subject to certain customary adjustments for stock dividends, stock splits and similar actions. The Warrants are exercisable immediately and expire five years from the date of issuance. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The information relating to the number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is set forth in rows 11 - 13 of the cover pages of this Schedule 13D (including, but not limited to, footnotes to such information) and is incorporated herein by reference.
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| (b) | Item 5(b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The information relating to the number of shares of Common Stock as to which each Reporting Person has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or direct the disposition of is set forth in rows 7-10 of the cover pages of this Schedule 13D (including, but not limited to, footnotes to such information) and is incorporated herein by reference.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The response to Item 6 in the Original Schedule 13D is hereby amended by deleting the penultimate sentence thereto and replacing it with the following: The Debt Financing Agreements originally provided for a $10 million revolving cash flow credit facility and a $40 million revolving customer order facility. The Debt Financing Agreements were subsequently amended by (i) that certain Omnibus Amendment No. 1, dated as of April 25, 2026, (ii) Omnibus Amendment No. 2 and (iii) the Cash Flow Amendment (each by and among Workhorse, as borrower, certain subsidiaries of Workhorse, as guarantors, and MGMH II, as lender), which amendments, among other things, (a) increased availability under the revolving cash flow credit facility from $10 million to $40 million and decreased availability under the revolving customer order facility from $40 million to $20 million; (b) deferred interest payments on certain borrowings; and (c) provided for the issuance of the Warrants pursuant to Omnibus Amendment No. 2 and the Cash Flow Amendment. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement dated as of December 15, 2025 (incorporated by reference to Exhibit 99.1 to the Reporting Persons' Schedule 13D filed with the SEC on December 16, 2025).
99.2 Omnibus Amendment No. 1 dated as of April 25, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 27, 2026).
99.3 Omnibus Amendment No. 2 dated as of June 16, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on June 17, 2026).
99.4 Amendment No. 3 dated as of August 11, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 12, 2026).
99.5 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the SEC on August 12, 2026).
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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