UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _________
to _________

 Commission file number: 001-37673

 WORKHORSE GROUP INC.

 (Exact name of registrant as specified in its charter)

 Nevada

 26-1394771

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 3600 Park 42 Drive, Suite 160E

 Sharonville, Ohio 45241

 ( 1-888) 646-5205

 (Address of principal executive offices)

 (Registrant's telephone number, including area code)

 Securities Registered Pursuant to Section 12(b) of the Exchange Act:

 Title of each Class:

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, $0.001 par value per share

 WKHS

 The NASDAQ Capital Market

 Securities Registered Pursuant to Section 12(g) of the Exchange Act:
 None.

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes No

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2024, the last business day of
the Registrant's most recently completed second fiscal quarter, the market value of our common stock held by non-affiliates was
$ 32,087,790.

 The number of shares of the Registrant's
common stock, $0.001 par value per share, outstanding as of March 21, 2025 was 5,125,592.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 Workhorse Group Inc. (the "Company,"
"we," "our" or "us") filed its Annual Report on Form 10-K for the year ended December 31, 2024 (the
"Original 10-K Filing") with the Securities and Exchange Commission (the "Commission") on March 31, 2025. Pursuant
to General Instruction G(3) to Form 10-K, the Company incorporated by reference the information required by Part III of Form 10-K from
its Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders (the "2025 Proxy Statement") that it expected to
file with the Commission no later than 120 days after the end of the fiscal year covered by the Original 10-K Filing. Because the Company
now expects to file its 2025 Definitive Proxy Statement later than the 120th day after the end of the fiscal year ended December 31, 2024,
the Company is filing this Amendment No. 1 to the Original 10-K Filing (this "Form 10-K/A") to ensure that the Part III information
is appropriately included in its Form 10-K.

 Except for the addition of the Part III Information
and the filing of an updated exhibit table, including new certifications by our principal executive officer and principal financial officer,
this Form 10-K/A does not amend or otherwise update any other information in the Original 10-K Filing, and the Original 10-K Filing, as
amended by this Form 10-K/A, continues to speak as of the date of the Original 10-K Filing. Accordingly, this Form 10-K/A should be read
in conjunction with the Original 10-K Filing and with our filings with the Commission subsequent to the Original 10-K Filing.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits

 Item 16.

 Form 10-K Summary

 Signatures

 i

 Forward-Looking Statements

 The discussions in this Annual Report on Form
10-K, as amended (this "Report"), contain forward-looking statements reflecting our current expectations that involve risks
and uncertainties. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation
Reform Act of 1995. When used in this Report, the words "anticipate," "expect," "plan," "believe,"
"seek," "estimate" and similar expressions are intended to identify forward-looking statements. These are statements
that relate to future periods and include, but are not limited to, statements about the features, benefits and performance of our products,
our ability to introduce new product offerings and increase revenue from existing products, expected expenses including those related
to selling and marketing, product development and general and administrative, our beliefs regarding the health and growth of the market
for our products, anticipated increase in our customer base, expansion of our products functionalities, expected revenue levels and sources
of revenue, expected impact, if any, of legal proceedings, the adequacy of our liquidity and capital resources, including our ability
to receive sufficient funding from our existing financing arrangements or from future financings and the expected terms of such financing,
and expected growth in business. Forward-looking statements are statements that are not historical facts. Such forward-looking statements
are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained
in this Report.

 Factors that could cause actual results to
differ materially include, but are not limited to: our ability to develop and manufacture our product portfolio, including the W4 CC,
W750, and W56 and other programs; our ability to attract and retain customers for our existing and new products; ongoing and anticipated
changes in the U.S. political environment, including those resulting from the new Presidential Administration, control of Congress, and
changes to regulatory agencies; the implementation of changes to the existing tariff regime by the new Presidential Administration and
measures taken in response to such tariffs by foreign governments; risks associated with obtaining orders and executing upon such orders;
the unavailability, reduction, elimination or adverse application of government subsidies and incentives or any challenge to or failure
by the federal government, states or other governmental entities to adopt or enforce regulations such as the California Air Resource Board's
Advanced Clean Fleet regulation; changes in attitude toward environmental, social, and governance matters among regulators, investors,
and parties with which we do business; supply chain disruptions, including constraints on steel, semiconductors and other material inputs
and resulting cost increases impacting our Company, our customers, our suppliers or the industry; our ability to capitalize on opportunities
to deliver products to meet customer requirements; our limited operations and need to expand and enhance elements of our production process
to fulfill product orders; our general inability to raise additional capital to fund our operations and business plan; our ability to
receive sufficient proceeds from our current and any future financing arrangements to meet our immediate liquidity needs and the potential
costs, dilution and restrictions resulting from any such financing; our ability to regain compliance with the listing requirements of
the Nasdaq Capital Market and otherwise maintain the listing of our securities thereon and the impact of any steps we have taken, including
reverse splits of our Common Stock, or any future steps we may take to regain such compliance, on our operations, stock price and future
access to liquidity; our ability to protect our intellectual property; market acceptance of our products; our ability to obtain sufficient
liquidity from operations and financing activities to continue as a going concern and, our ability to control our expenses; the effectiveness
of our cost control measures and impact such measures could have on our operations, including the effects of furloughing employees; potential
competition, including without limitation shifts in technology; volatility in and deterioration of national and international capital
markets and economic conditions; global and local business conditions; acts of war (including without limitation the conflicts in Ukraine
and the Middle East) and/or terrorism; the prices being charged by our competitors; our inability to retain key members of our management
team; our inability to satisfy our customer warranty claims; the outcome of any regulatory or legal proceedings, including with Coulomb
Solutions Inc.; our ability to consummate and realize the benefits of a potential sale and leaseback transaction of our Union City Facility;
and other risks and uncertainties and other factors discussed from time to time in our filings with the Securities and Exchange Commission
("SEC"), including under the "Risk Factors" section of this Report.

 Forward-looking statements speak only as of
the date hereof. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based, except as required by law.

 All references in this Report that refer to the
"Company", "Workhorse Group", "Workhorse", "we," "us" or "our"
are to Workhorse Group Inc.

 ii

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Board of Directors

 Listed below are the directors serving on our
Board with information showing the principal occupation or employment of each director, the principal business of the corporation or other
organization in which such occupation or employment is carried on, and each director's business experience during the past five years.
Such information has been furnished to the Company by the directors.

 NAME

 AGE

 POSITION

 Raymond J. Chess

 Director, Chairman

 Director, Chief Executive Officer

 Jacqueline A. Dedo

 Pamela S. Mader

 William G. Quigley, III

 Austin Scott Miller

 Dr. Jean Botti

 CURRENT DIRECTORS

 Raymond J.

 Chess

 Chairman of the Board of Directors

 Mr. Chess has more than 40 years of experience in
 the automotive industry. Mr. Chess joined General Motors in 1980, and during his 37 years with General Motors, he held ever
 increasing roles and responsibilities in both manufacturing and product development. While in manufacturing, Mr. Chess held key positions
 in both plant floor operations and manufacturing engineering such as Chief Manufacturing Engineer and Executive Director of Stamping and
 Assembly. While in product development, Mr. Chess was a Vehicle Line Executive, where he led global cross functional responsibilities
 for GM's commercial truck line from 2001 to 2009 and GM's cross over segment from 2009 through 2012. Upon retirement from
 General Motors, he formed his own engineering consulting company. Mr. Chess serves on the Board of Directors of Rush Enterprises,
 Inc. (NASDAQ: RUSHA). Mr. Chess holds a Bachelor of Science degree in Mechanical Engineering from Kettering University and a
 Master of Business Administration degree from Indiana University. He started working with Workhorse in 2013 on our advisory board, was
 then elected to our Board of Directors and subsequently became our Chairman.

 Mr. Chess's extensive industry
 knowledge and executive experience in the automotive industry, together with his experience on other public company boards, position
 him well to serve as our Chairman and a member of our committees.

 Richard F.

 Dauch

 Chief Executive Officer and Director

 Mr. Dauch has more than 30 years of experience in
 the automotive and manufacturing industries. Mr. Dauch served as the Chief Executive Officer of Delphi Technologies (NYSE: DLPH)
 from January 2020 to October 2021. Previously, Mr. Dauch served as the President and CEO of Accuride Corporation from 2011 to 2019
 and of Acument Global Technologies from 2008 to 2011. He also served in various executive roles at American Axle & Manufacturing
 from 1995 to 2008 and United Technologies from 1992 to 1995. Mr. Dauch was an officer in the United States Army from 1983 to 1990.
 Mr. Dauch attended the United States Military Academy at West Point, where he graduated with a Bachelor of Science degree in
 engineering, and the Massachusetts Institute of Technology, where he graduated with a dual Master of Science degree in Engineering and
 Management.

 Mr. Dauch's extensive knowledge of the automotive industry gained through more than a
 decade as a CEO of both public and private companies, together with his proven talents and leadership, positions him well to serve
 as our Chief Executive Officer and as a member of our Board.

 Jacqueline A.

 Dedo

 Ms. Dedo has over 30 years of global automotive, off
 highway, industrial and aftermarket experience. She has held various leadership positions at Piston Group, Dana Holding Corp., The Timken
 Co., Motorola and Robert Bosch Corporation, among others, and has a proven background in managing full P&L responsibilities for major
 business units and entire companies responsible for up to $2 billion in revenue. In 2015, Ms. Dedo co-founded Aware Mobility
 LLC, which is focused on the development, investing, partnering and application of both electrified propulsion and connectivity tools,
 platforms and applications. Prior to May 2015, Ms. Dedo served as President of Piston Group and held various positions with
 Dana Holding Corp, The Timken Company, Motorola, Covisint LLC, Robert Bosch Corporation and Cadillac Motor Car Company. Ms. Dedo
 received a Bachelor of Science degree in Electrical Engineering from Kettering University. Ms. Dedo serves on the Board of Directors of
 Li-Cycle Holding Corp. (NYSE: LICY), Carbon Revolution Plc. (NASDAQ: CREV) and Ballard Power Systems Inc. (NASDAQ: BLDP; TSX: BLDP). She
 also holds a number of other non-public board positions including Cadillac Products Automotive, Kettering University and Michigan Science
 Center. Ms. Dedo holds 20 patents.

 Ms. Dedo's extensive and varied executive experience at several significant companies, together with her proven leadership skills, qualifies her well to serve as a member of our Board and our committees.

 Pamela S.

 Mader

 Ms. Mader brings over three decades of automotive, manufacturing,
 and consultancy experience, with an accomplished track record in leading Fortune 100 manufacturing organizations and driving growth
 in entrepreneurial companies. Prior to 2020, Ms. Mader served as Vice President of Consulting at Belcan Consulting, Engineering,
 and Technical Services, LLC. From 2012 through 2018, Ms. Mader held various executive positions leading manufacturing advisory
 services with Allegiant International, LLC. As Vice President of Internal Operations, she led purchasing and supplier management,
 sales and marketing, HR and talent acquisition, and customer relations. Ms. Mader drove significant growth in supply chain advisory
 services in the US market, while also expanding the business into Mexico and Europe. From 1986 through 2010, Ms. Mader held positions
 of increasing responsibility within General Motors including Plant Manager of several General Motor's assembly, stamping, and powertrain
 operations. Ms. Mader led plants with more than 4,500 employees, producing award winning, segment leading vehicles. She was recognized
 in Automotive News' 100 Leading Women and is a Distinguished Alumnus of Purdue University. Ms. Mader received a Bachelor of
 Science degree in Organizational Leadership from Purdue University and serves as a Board Member for Purdue University, College of Polytechnic.

 Ms. Mader's extensive automotive industry and manufacturing experience, together with her experience with emerging growth companies, positions her well to serve as a member of our Board and our committees.

 William G.

 Quigley, III

 Mr. Quigley has over three decades of financial and operating
 experience in the automotive and manufacturing industries as well as prior board-level tenure. Mr. Quigley serves as a member of
 the Board of Directors and chair of the Audit Committee at Cadre Holdings, Inc. (NYSE: CDRE), and he also served as a member of the
 Board of Directors of ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) from April 2022 until December 2023. Mr. Quigley previously
 had been Senior Vice President and Chief Financial Officer of Nexteer Automotive Group Limited, a tier one automotive supplier, and he
 held positions as Executive Vice President and Chief Financial Officer at Dana Holding Corporation and Visteon Corporation. Mr. Quigley
 holds a Bachelor of Arts degree in Accounting from Michigan State University and is a Certified Public Accountant in the state of Michigan.

 Mr. Quigley's substantial financial and operating experience in the automotive and manufacturing industries positions him well to serve as a member of our Board and our committees.

 Austin Scott

 Miller

 Mr. Miller is a retired Four-Star General in the United States
 Army. He supported, led and shaped the most challenging national security issues at the highest levels of the U.S. government. He
 was a former Delta Force commander, who served as the final commander of NATO's Resolute Support Mission and as commander of the
 United States Forces in Afghanistan from September 2018 through July 2021. Previously, he served as commander of the Joint
 Special Operations Command. Mr. Miller is the recipient of the Defense Distinguished Service Medal, the Army Distinguished Service
 Medal, the Defense Superior Service Medal and the Legion of Merit. Following his retirement from the Army, he has served on the board
 of advisors of Striveworks, a data analytics software company headquartered in Austin, Texas. He also serves as the Executive Chairman
 for Prairie Fire Nevada, an outdoor experience company. Mr. Miller received a Bachelor of Science degree from the United States
 Military Academy at West Point and a Masters in Strategic Studies from the Marine Corps Senior Service College.

 Mr. Miller's tremendous government and leadership experience, together with his experience with global logistics planning and execution, positions him well to serve as a member of our Board and our committees.

 Dr. Jean
 Botti

 Dr. Botti brings more than three decades of global aviation and automotive leadership experience with expertise in electrification. He currently serves as Chief Executive Officer and Chief Technology Officer of VoltAero SA, an electric aircraft company. Dr. Botti previously served as Chief Innovation and Strategy Officer at Philips NV, Chief Technical Officer at Airbus Group for ten years and in various technology leadership roles in fuel cells, power train, propulsion, dynamics and thermal systems at Delphi Automotive. He began his career in roles at General Motors and Renault. Dr. Botti graduated from the National Institute of Applied Sciences with a degree in mechanical engineering. He also holds an MBA from Central Michigan University, a degree in Research and Development Management from the Massachusetts Institute of Technology, and a PhD from the National Conservatory of Arts & Trades. Dr. Botti holds 31 patents and four defensive publications.

 Dr. Botti's tremendous technology background and experience, as well as his experience at large global companies, positions him well to serve as a member of our Board and our committees.

 Executive Officers

 The executive officers are appointed annually
by our Board and hold office until their successors are elected and duly qualified, unless otherwise specified in an individual's
employment agreement. There are no family relationships between any of our directors or executive officers. The current executive officers
of the Company and their ages are as follows:

 Name

 Age

 Position

 Officer Since

 Chief Executive Officer

 Chief Executive Officer since August 2021

 Chief Financial Officer

 Chief Financial Officer since January 2022

 Joshua J. Anderson

 Chief Technology Officer

 Chief Technology Officer since September 2021

 Ryan W. Gaul

 President, Commercial Trucks

 President, Commercial Trucks since April 2021

 General Counsel, Chief Compliance Officer, and Secretary

 General Counsel and Secretary since August 2021

 Stanley R. March

 Vice President, Corporate Development and Communications

 Vice President, Corporate Development and Communications since November 2021

 James C. Peters

 Vice President, Supply Chain Management

 Vice President, Supply Chain Management since September 2021

 Biographical information regarding our executive officers as of April
25, 2025 is set forth below:

 Richard F.

 Dauch

 Chief Executive Officer, Director | Age: 64 | Chief Executive Officer
 since: 2021

 Mr. Dauch has more than 30 years of experience in
 the automotive and manufacturing industries. Mr. Dauch served as the Chief Executive Officer of Delphi Technologies (NYSE: DLPH)
 from January 2020 to October 2021. Previously, Mr. Dauch served as the President and CEO of Accuride Corporation from 2011
 to 2019 and of Acument Global Technologies from 2008 to 2011. He also served in various executive roles at American Axle & Manufacturing
 from 1995 to 2008 and United Technologies from 1992 to 1995. Mr. Dauch was an officer in the United States Army from 1983 to 1990.

 Mr. Dauch attended the United States Military Academy at West Point, where he graduated with a Bachelor of Science degree in engineering, and the Massachusetts Institute of Technology, where he graduated with a dual Master of Science degree in engineering and management.

 Robert M.

 Ginnan

 Chief Financial Officer | Age: 61 | Chief Financial Officer since: 2022

 Mr. Ginnan has more than 20 years of senior finance and leadership experience. Prior to joining the Company, he most recently served as the Chief Executive Officer for privately held Family RV, the fifth largest RV dealer in the United States. Prior to serving as Chief Executive Officer of Family RV, he served as Chief Financial Officer, during which time revenues grew from $80 million to $200 million. Throughout his career, Mr. Ginnan has held positions of increasing responsibility in finance, ranging from plant to corporate levels. In these various roles, he has executed multiple accounting and information technology system installations and refined capital structures for firms in multiple industries.

 Mr. Ginnan received a Bachelor of Science degree in Accounting from the Ohio State University and a Master of Business Administration degree from Ashland University.

 Joshua J.

Anderson

 Chief Technology Officer | Age: 49 | Chief Technology Officer since: 2021

 Mr. Anderson has more than 20 years of experience in the EV and hybrid commercial vehicle space, with prior executive roles encompassing engineering, technology and intellectual property, business development and customer service. Prior to joining Workhorse, he most recently served in several capacities, including as Founder and President of Leiten beginning in 2019, a startup next-generation electric vehicle developer targeted at the medium duty chassis market, President of RexRover beginning in 2020, a final stage manufacturer and upfitter of work trucks and equipment, and President of DESCH Systems beginning in 2013, a design services firm focused on medium- and heavy-duty truck and bus development and electrification. Prior to these roles, Mr. Anderson served as Executive Vice President of Engineering and Director of Research and Development at DesignLine Corporation from 2009 to 2013 and served in various capacities at Transportation Techniques between 1999 and 2008, including as Chief Technology Officer and Vice President of Vehicle Development.

 Mr. Anderson received his Bachelor of Science degree in Engineering from Harvey Mudd College. He is the co-inventor on twelve patents issued, including ten for electric vehicle and hybrid powertrain and controls for ground vehicles.

 Ryan W.

 Gaul

 President, Commercial Trucks | Age: 49 | President, Commercial Trucks since: 2021

 Mr. Gaul has more than 20 years of automotive experience with more than 15 of those years in senior management. Before joining Workhorse, Mr. Gaul was employed by Gentherm, Inc (NASDAQ: THRM), a leading automotive technology company where he served in various roles since 2000. He brings broad functional leadership experience, having led IT, Strategy, M&A, Business Development, Marketing, Manufacturing and Supply Chain. While at Gentherm, Mr. Gaul held various senior executive leadership roles, including international assignments in Germany and China, where he led Gentherm's lean manufacturing transformation and commercial and manufacturing expansion in Asia. As SVP of Global Manufacturing and Supply Chain, he led over 10,000 associates and 12 manufacturing sites. Mr. Gaul also brings significant commercial experience, having led Marketing, Business Development, Strategy and M&A functions at the senior executive level.

 Mr. Gaul received a Bachelor of Arts degree in Philosophy from the University of Missouri, Columbia.

 James D.

 Harrington

 General Counsel, Chief Compliance Officer and Secretary | Age: 64 | General Counsel and Secretary since: 2021

 Mr. Harrington has more than 35 years of experience, including nearly 15 years as a general counsel of publicly traded corporations. He most recently served as Senior Vice President, General Counsel, Secretary and Chief Compliance Officer at Delphi Technologies Inc. (NYSE: DLPH) from 2017 to 2020 and held various roles within the legal department at Tenneco Inc. (NYSE: TEN) including Senior Vice President, General Counsel, Secretary and Chief Compliance Officer from 2009 to 2017.

 Mr. Harrington received a Bachelor of Business Administration degree in Accounting from the University of Notre Dame, a Master of Business Administration degree from the University of Chicago and a Juris Doctor degree from Northwestern University. He is also a Certified Public Accountant.

 Stanley R.

March

 Vice President, Corporate Development and Communications | Age: 65 | Vice President, Corporate Development and Communications since: 2021

 Mr. March is a senior level executive with extensive experience in M&A activities, public affairs, investor relations and corporate communications. He leads strategic initiatives, mergers and acquisitions activities, public affairs, investor relations and corporate communications. Prior to joining the Company, he founded the March Group and served as Senior Vice President of Landis + Gyr (SWSIX: LAND), Group Vice President, Investor Relations, of STMircoelectronics (NYSE: STM), and in various management roles at Tenneco Inc. (NYSE: TEN).

 Mr. March received a Bachelor of Science degree in General Engineering from the United States Military Academy at West Point and a Master of Science degree in Chemical Engineering from Vanderbilt University.

 James C.

Peters

 Vice President, Supply Chain Management | Age: 65 | Vice President, Supply Chain Management since: 2021

 Mr. Peters is a proven supply chain executive with extensive experience at both the automotive OEM and Tier 1 levels. Prior to joining Workhorse, he was Executive Director Global Purchasing and Supplier Quality at American Axle and Manufacturing. He began his career at the former Chrysler Corporation where he spent 17 years holding a series of increasingly responsible positions in the areas of vehicle manufacturing, quality systems, purchasing and supplier quality operations.

 Mr. Peters
received a Bachelor of Arts degree in Business Administration from Michigan State University.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Securities Exchange Act of 1934
requires our executive officers and directors and persons who own more than 10% of any class of our equity securities to file forms with
the SEC reporting their ownership and any changes in their ownership of those securities. These persons also must provide us with copies
of these forms when filed. Based on a review of copies of those forms, our records, and written representations from our directors and
executive officers that no other reports were required, the following filing was not reported timely due to administrative delays: the
withholding of shares to satisfy tax obligations of Richard Dauch on April 30, 2024 that was not reported until May 3, 2024. Other than
that instance, we believe that all Section 16(a) filing requirements were complied with during 2024.

 Code of Ethics

 We have adopted a Code of Ethics that applies
to all directors, officers and employees, including our principal executive officer, principal financial officer, and principal accounting
officer, and covers a broad range of topics, including data security, compliance with laws, restrictions on gifts, and conflicts of interest.
All salaried employees are required to affirm from time to time in writing their acceptance of, and compliance with, the Code of Ethics.
The Code of Ethics is posted on our website at

 Board Governance

 Information about the Board of Directors

 The Board oversees our business and affairs and monitors the performance
of management. Currently, six of our seven directors are independent. Except as set forth in this Form 10-K/A, none of our directors held
directorships in other reporting companies or registered investment companies at any time during the past five years. Our Board currently
consists of the following seven persons.

 NAME

 AGE

 Position

 Director Since

 Raymond J. Chess (2)(3)

 Director, Chairman

 2014

 Director and Chief Executive Officer

 2021

 Jacqueline A. Dedo (1)(2*)

 2020

 Pamela S. Mader (2)(3*)

 2020

 William G. Quigley III (1*)(2)

 2022

 Austin Scott Miller (3)

 2022

 Dr. Jean Botti (1)

 2023

 1.
 Audit Committee

 2.
 Nominating and Corporate Governance Committee

 3.
 Human Resource Management and Compensation Committee

 *
 Committee Chair

 DIRECTOR
INDEPENDENCE

 The Board has determined that Raymond J. Chess,
Pamela S. Mader, Jacqueline A. Dedo, William G. Quigley III, Austin Scott Miller, and Dr. Jean Botti each
qualifies as an independent director under the Nasdaq listing standards.

 Board
meetings during the 2024 fiscal year

 During 2024, the Board held 26 meetings. Each
director attended at least 75% of the meetings of the Board and committees on which such director served in 2024. The Board also approved
certain actions by unanimous written consent. Directors are not required to attend the Annual Meeting, but all directors attended the
2024 Annual Meeting.

 Committees
established by the Board

 The Board has standing Audit, Human Resource Management
and Compensation, and Nominating and Corporate Governance Committees. Information concerning the function of each Board committee follows.

 Audit
Committee

 The Board has established an Audit Committee in
accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
consisting of William G. Quigley III (Chair), Jacqueline A. Dedo and Dr. Jean Botti. Our Board has determined that the
members are all "independent directors" as defined by the rules of the Nasdaq Capital Market ("Nasdaq") applicable
to members of an audit committee and Rule 10A-3(b)(i) under the Exchange Act. In addition, Mr. Quigley is an "audit
committee financial expert" as defined in Item 407(d)(5) of Regulation S-K and demonstrates "financial sophistication"
as defined by the rules of Nasdaq. The Audit Committee assists the Board in monitoring (1) the integrity of our financial statements,
(2) our compliance with legal and regulatory requirements, and (3) the independence and performance of our internal and external
auditors. The Audit Committee's principal functions include:

 reviewing our annual audited consolidated financial statements with management and our independent auditors,
including major issues regarding accounting and auditing principles and practices and financial reporting that could significantly affect
our consolidated financial statements;

 appointing, evaluating, retaining and, when necessary, terminating the engagement of our independent auditors;

 approving the fees to be paid to our independent auditors for audit services and approving the retention
of our independent auditors for non-audit services and all fees for such services;

 reviewing periodic reports from our independent auditors regarding our independent auditors' independence,
including discussion of such reports with the independent auditors;

 reviewing the adequacy of our overall control environment, including internal financial controls and disclosure
controls and procedures;

 reviewing with our management and legal counsel legal matters that may have a material impact on our consolidated
financial statements or our compliance policies and any material reports or inquiries received from regulators or governmental agencies;

 reviewing proposed related party transactions;

 overseeing our internal audit function;

 overseeing our risk management policies and risk management framework, including our enterprise risk management
program;

 overseeing our cybersecurity, data and privacy risks and the Company's cybersecurity risk management
program; and

 reviewing the overall adequacy and effectiveness of our regulatory and ethics and compliance programs.

 During 2024, the Audit Committee met 13 times.
A copy of the Audit Committee's charter is posted on the Company's website at www.workhorse.com in the "Investors"
section of the website.

 human resource MANAGEMENT AND
COMPENSATION COMMITTEE

 Our Human Resource Management and Compensation
Committee consists of Pamela S. Mader (Chair), Raymond Chess, and Austin Scott Miller. Our Board has determined that each of
the members is an "independent director" as defined by the Nasdaq rules applicable to members of a compensation committee.
The Human Resource Management and Compensation Committee is responsible for recommending to our Board the compensation of our senior management,
including salaries, bonuses, termination arrangements, and other executive officer benefits as well as director compensation. The Human
Resource Management and Compensation Committee also administers our equity incentive plans. The Human Resource Management and Compensation
Committee works with our Chairman and Chief Executive Officer and reviews and recommends to the Board compensation decisions regarding
senior management including compensation levels and equity incentive awards. The Human Resource Management and Compensation Committee
also approves employment and compensation agreements with our key personnel and directors. The Human Resource Management and Compensation
Committee has the power and authority to conduct or authorize studies, retain independent consultants, accountants or others, and obtain
unrestricted access to management, our internal auditors, human resources and accounting employees and all information relevant to its
responsibilities. The Human Resource Management and Compensation Committee is responsible for developing our executive compensation philosophy
and reviewing and recommending to the Board for approval all compensation policies and compensation programs for the executive team.

 The responsibilities of the Human Resource Management
and Compensation Committee, as stated in its charter, include the following:

 overseeing our ESG program relating to human resources matters;

 reviewing and approving the Company's compensation guidelines and structure;

 reviewing and recommending to the Board on an annual basis the corporate goals and objectives with respect
to compensation for the Chief Executive Officer;

 overseeing an annual review by the Board on succession planning for our executive officers other than
our CEO;

 reviewing on an annual basis the potential risk to us from our compensation programs and policies, including
any incentive plans, and whether such programs and policies incentivize unnecessary and excessive risk taking; and

 periodically reviewing and making recommendations to the Board regarding the compensation of non-employee
directors.

 During 2024, the Human Resource Management and
Compensation Committee met four times. The Human Resource Management and Compensation Committee is governed by a written charter approved
by the Board. A copy of the charter is posted on the Company's website at www.workhorse.com in the "Investors" section
of the website.

 Nominating
and Corporate Governance Committee

 Our Nominating and Corporate Governance Committee
consists of Jacqueline A. Dedo (Chair), Raymond J. Chess, Pamela S. Mader and William G. Quigley III. Our
Board has determined that each of the members of the Nominating and Corporate Governance Committee is an "independent director"
as defined by the rules of Nasdaq. The Nominating and Corporate Governance Committee is generally responsible for recommending to the
Board policies, procedures, and practices designed to help ensure that our corporate governance policies, procedures, and practices continue
to assist the Board and our management in effectively and efficiently promoting the best interests of our stockholders. The Nominating
and Corporate Governance Committee is also responsible for selecting and recommending for approval by our Board a slate of director nominees
for election at each of our annual meetings of stockholders; recommending to the Board the composition and chairs of our Board committees;
and recommending to the Board director nominees to fill vacancies or new positions on the Board or its committees that may occur or be
created from time to time, all in accordance with our bylaws and applicable law. The Nominating and Corporate Governance Committee's
principal functions include:

 developing and maintaining our Corporate Governance Guidelines;

 evaluating the performance of the Board and its committees;

 overseeing an annual review by the Board on succession planning for our CEO and members of the Board;

 overseeing our ESG program, except relating to human resources policies and procedures;

 periodically reviewing and evaluating our policies on insider trading and internal controls related thereto;
and

 selecting and recommending a slate of director nominees for election at each of our annual meetings of
the stockholders and recommending to the Board director nominees to fill vacancies or new positions on the Board or its committees that
may occur from time to time.

 During 2024, the Nominating and Corporate Governance
Committee met five times. The Nominating and Corporate Governance Committee is governed by a written charter approved by our Board. A
copy of the Nominating and Corporate Governance Committee's charter is posted on the Company's website at www.workhorse.com
in the "Investors" section of the website.

 In identifying potential independent candidates
for the Board with significant senior-level professional experience, the Nominating and Corporate Governance Committee solicits candidates
from the Board, senior management and others and may engage a search firm in the process. The Nominating and Corporate Governance Committee
reviews and narrows the list of candidates and interviews potential nominees. The final candidate is also introduced and interviewed by
the Board and the Chairman. In general, in considering whether to recommend a particular candidate for inclusion in our Board slate of
recommended director nominees, the Nominating and Corporate Governance Committee will apply the criteria set forth in our Corporate Governance
Guidelines. Further, specific consideration is given to, among other things, diversity of background and experience that a candidate would
bring to our Board. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular
criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered
as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates
by submitting their names, together with appropriate biographical information and background materials to our Nominating and Corporate
Governance Committee. Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating
and Corporate Governance Committee will evaluate stockholder recommended candidates by following substantially the same process and applying
substantially the same criteria, as it follows for candidates submitted by others.

 Nomination of Directors

 As provided in its charter and as described above,
the Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become directors. In evaluating
potential candidates for director, the Nominating and Corporate Governance Committee considers the entirety of each candidate's
credentials.

 Qualifications for consideration as a director
nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board.
However, at a minimum, candidates for director must possess:

 high personal and professional ethics and integrity;

 the ability to exercise sound judgment;

 the ability to make independent analytical inquiries;

 a willingness and ability to devote adequate time and resources
to diligently perform Board and committee duties; and

 the appropriate and relevant business experience and acumen.

 The Nominating and Corporate Governance Committee
will consider nominees recommended by stockholders if such recommendations are made in writing to the committee. The Nominating and Corporate
Governance Committee does not plan to change the manner in which the committee evaluates nominees for election as a director based on
whether the nominee has been recommended by a stockholder or otherwise.

 The Nominating and Corporate Governance Committee
does not have a formal policy relating to diversity among directors. In considering new nominees and whether to re-nominate existing members
of the Board, the committee seeks to achieve a Board with strengths in its collective knowledge and a broad diversity of perspectives,
skills and business and professional experience. Among other items, the committee looks for a range of experience in strategic planning,
sales, operations, finance, executive leadership, industry and similar attributes.

 At least a majority of the directors on the Board
must be "independent directors" as defined by Nasdaq rules. Under our Corporate Governance Guidelines, at least three-quarters
(75%) of our directors must meet Nasdaq's independence standards as well as the SEC's enhanced independence standards for
audit committee members.

 Board
Leadership Structure and Role in Risk Oversight

 The Company has separated the positions of Chairman
and Chief Executive Officer. Given the demanding nature of these positions, the Board believes it is appropriate to separate the positions
of Chairman and Chief Executive Officer. Our Chairman presides over all meetings of the Board, including executive sessions. He briefs
the Chief Executive Officer on issues arising in executive sessions when appropriate and communicates frequently with him on matters of
importance. He has responsibility for shaping the Board's agenda and consults with all directors to ensure the Board agendas and
Board materials provide the Board with the information needed to fulfill its responsibilities. From time to time, he may also represent
the Company in interactions with external stakeholders and other parties at the discretion of the Board.

 The Board has determined that each of our current
directors, except for Mr. Dauch, is an "independent director" as that term is defined in the Nasdaq listing standards.
The Board has also determined that each member of the Audit Committee, Human Resource Management and Compensation Committee and Nominating
and Corporate Governance Committee meets the independence standards applicable to those committees prescribed by Nasdaq and the SEC. In
making these determinations, the Board considered all relationships between the Company and the directors. The Board determined each such
relationship, and the aggregate of such relationships, to be immaterial to the applicable director's ability to exercise independent
judgment.

 Our Board has overall responsibility for risk
oversight, including cybersecurity risks. The oversight is conducted primarily through committees of the Board, as disclosed in each of
the descriptions of each of the committees above and in the charters of each of the committees, but the full Board has retained responsibility
for general oversight of risks as well as the Company's overall strategy.

 Board Oversight of Cybersecurity

 Cybersecurity risk management is a critical component
of our overall enterprise risk management program. We utilize an internal cross-departmental approach to addressing cybersecurity risk,
including input from employees, Senior Management, and our Board. A cross functional Senior Management Cybersecurity Steering Committee
devotes resources to cybersecurity and risk management to adapt to the changing cybersecurity landscape and respond to emerging threats
in a timely and effective manner. Our Board delegates to the Audit Committee the responsibility to review with management our cybersecurity,
data and privacy related risks, and the steps management has taken to mitigate such exposures, including the structure, design, adoption
and implementation of risk management policies and internal control systems. The Audit Committee also reviews with management other information
technology risks and management's operation of our cybersecurity risk management program.

 The Audit Committee and the Board actively participate
in discussions with management and among themselves regarding cybersecurity risks. The Audit Committee's semi-annual cybersecurity
review also includes a review of recent enhancements to the Company's defenses and management's progress on its cybersecurity
strategic roadmap. In addition, the Cybersecurity Steering Committee receives quarterly cybersecurity reports, which include a review
of key performance indicators, test results and related remediation, and may discuss recent threats and how the Company is managing those
threats.

 Our information technology team reviews enterprise
risk management-level cybersecurity risks annually, and risks are incorporated into the Enterprise Risk Management Committee framework.
Our Director of Cybersecurity in cooperation with the Chief Information Officer is responsible for developing and implementing our information
security program and reporting on cybersecurity matters to the Senior Management Cybersecurity Steering Committee.

 Stockholder
Communications

 Stockholders requesting communication with directors can do so by writing
to Workhorse Group Inc., c/o General Counsel, 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241 or by emailing legal@workhorse.com.
At this time, we do not screen communications received and would forward any requests directly to the named director. If no director was
named in a general inquiry, the General Counsel would contact either the Chairman or the chairperson of a particular committee, as appropriate.
We do not provide the physical address, email address, or phone numbers of directors to outside parties without a director's permission.

 COMMITMENT TO SUSTAINABLE BUSINESS EXCELLENCE

 Our mission is grounded in leading the commercial vehicle industry's
transition to zero emissions. To accomplish this, we embrace a future built on lower carbon emissions—from energy generation to
end-use consumption. As part of this transition, we are designing and manufacturing purpose-built last-mile electric delivery vehicles
that are essential to the evolving transportation ecosystem.

 We define sustainability not as a separate initiative, but as a strategic
pillar embedded in our operations, products, and partnerships. Our investments in facility efficiency and environmentally conscious design
reflect our commitment to operational excellence. At the same time, we foster a culture of safety and continuous improvement, empowering
our workforce through active engagement.

 Environmental responsibility extends throughout our value chain. We
are reducing our carbon footprint by working closely with suppliers who share our values and adhere to social, environmental, and ethical
best practices. This holistic approach ensures our vehicles are not only sustainable but also deliver strong performance, lower Total
Operating Cost (TOC), and an attractive Return on Investment (ROI) for our customers.

 We recognize that strong governance is essential to achieving our strategic
goals. Our governance framework promotes accountability and transparency, with leadership oversight at every level. In 2024, our cross-functional
Committee played a key role in advancing workforce development and aligning company-wide initiatives with our mission-driven priorities.

 This balanced approach—environmental stewardship, social responsibility,
and robust governance—supports both long-term value creation and near-term customer success.

 CORPORATE GOVERNANCE

 We have established a comprehensive corporate
governance plan for the purpose of defining responsibilities, setting high standards of professional and personal conduct and assuring
compliance with these responsibilities and standards. As part of its annual review process, our Board of Directors monitors developments
in corporate governance. Summarized below are some of the key elements of our corporate governance plan.

 Director Independence. Six of our seven
current directors are independent under the independence standards of the Nasdaq Stock Market. Under our Corporate Governance Guidelines,
at least three-quarters (75%) of our directors shall meet such independence standards as well as the SEC's enhanced independence
standards for audit committee members. Non-employee directors are scheduled to meet separately in executive session after every regularly
scheduled Board meeting.

 Audit Committee. All members meet the independence
standards for audit committee membership under the rules of the Nasdaq Stock Market and applicable SEC rules. Mr. Quigley has been designated
as an "audit committee financial expert" as defined in the SEC rules. All members of the Audit Committee satisfy Nasdaq's
financial literacy requirements. The Audit Committee operates under a written charter that governs its duties and responsibilities. These
responsibilities include the sole authority to appoint, review, evaluate and replace our independent auditors; overseeing our internal
control over financial reporting, our internal audit function, our enterprise risk management program and our compliance programs generally;
and reviewing proposed related party transactions.

 Human Resource Management and Compensation
Committee. All members meet the independence standards for compensation committee membership under the rules of the Nasdaq Stock Market
and applicable SEC rules. The Human Resource Management and Compensation Committee operates under a written charter that governs its duties
and responsibilities. These responsibilities include overseeing our policies, processes and controls relating to human resources, including
related to our talent development programs; reviewing our overall compensation philosophy and programs to ensure they appropriately link
management's interests with those of stockholders, reward executive officers for their contributions, and provide appropriate retention
incentives; and overseeing our executive succession planning for all executive officers other than our CEO.

 Nominating and Corporate Governance Committee.
All members are independent under the rules of the Nasdaq Stock Market. The Nominating and Corporate Governance Committee operates under
a written charter that governs its duties and responsibilities. These responsibilities include recommending to the Board the nominees
for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board;
overseeing our CEO and independent director succession planning; and overseeing our ESG program, except relating to human resources policies
and procedures.

 Corporate Governance Guidelines. We have
adopted Corporate Governance Guidelines, including qualification and independence standards for directors, director responsibilities,
and board structure and process.

 Anti-Hedging Policy and Trading Restrictions.
We have an insider trading policy which, among other things, prohibits our directors, officers and other employees from engaging in "insider
trading," trading in our securities on a short-term basis, purchasing our securities on margin, short-selling our securities or
entering into transactions designed to hedge the risks and benefits of ownership of our securities.

 Anti-Pledging Policy. Under our insider
trading policy, our directors and executive officers are prohibited from pledging our securities as collateral.

 Code of Ethics. We have adopted a Code
of Ethics that applies to all directors, officers and employees, including our principal executive officer, principal financial officer,
and principal accounting officer, and covers a broad range of topics, including data security, compliance with laws, restrictions on gifts,
and conflicts of interest. All salaried employees are required to affirm from time to time in writing their acceptance of, and compliance
with, the Code of Ethics. The Code of Ethics is posted on our website at

 Clawback Policy. We have adopted a clawback
policy in compliance with Section 10D of the Securities Exchange Act of 1934 and the listing standards of The Nasdaq Stock Market.

 Double-Trigger Required on Change in Control.
The employment agreements with our executive officers, including our Named Executive Officers, provide for severance payments and accelerated
vesting of equity grants upon a change in control only if a qualifying termination occurs within 18 months of the change in control.

 HUMAN CAPITAL

 We understand that our innovation leadership is
ultimately rooted in people. Competition for qualified personnel in our space is intense, and our success depends in large part on our
ability to recruit, develop and retain a productive and engaged workforce. Accordingly, investing in our employees and their well-being,
offering competitive compensation and benefits, promoting an inclusive culture, adopting progressive human capital management practices
and community outreach constitute core elements of our corporate strategy.

 Governance. Our Board and its committees
provide important oversight on certain human capital matters. The Human Resource Management and Compensation Committee maintains responsibility
to review, discuss and set strategic direction for various people-related business strategies, including compensation and benefit programs.
Our collective recommendations to our Board and its committees are how we proactively manage our human capital and care for our employees
in a manner that aligns with our core values. Our management team administers all employment matters, including recruiting and hiring,
onboarding and training, compensation and rewards, performance management, and professional development. We continuously evaluate and
enhance our internal policies, process and practices to increase employee engagement and productivity.

 Employee Hotline. We have an employee hotline
that provides our employees an opportunity to report matters such as safety concerns, fraud or other misconduct. All reported matters
are reviewed in accordance with established protocols by our Legal, Human Resources and Internal Audit departments, who monitor the remediation
and disposition of any reported matters.

 Support Employee Well-being and Engagement.
We support the overall well-being of our employees from a physical, emotional, financial, and social perspective. Our well-being program
includes a long-standing practice of flexible paid time off, life planning benefits, wellness platforms and employee assistance programs.

 Offer Competitive Compensation and Benefits.
We strive to ensure our employees receive competitive and fair compensation and innovative benefits offerings, tying incentive compensation
to both business and individual performance, offering competitive maternal/paternal leave policies, and providing meaningful retirement
and health benefits.

 Provide Programs for Employee Recognition.
We also offer rewards and recognition programs to our employees, including awards to recognize employees who best exemplify our values
and spot awards to recognize employee contributions. We believe that these recognition programs help drive strong employee performance
and retention. We conduct annual employee performance reviews, where each employee is evaluated by his or her manager and also completes
a self-assessment, a process which empowers our employees. Employee performance is assessed based on a variety of key performance metrics,
including the achievement of objectives specific to the employee's department or role.

 Create Opportunities for Growth and Development.
We focus on creating opportunities for employee growth, development, training, and education, including opportunities to cultivate talent
and identify candidates for new roles from within the Company and management and leadership development programs.

 Insider Trading Policy

 The Company maintains an Insider Trading Policy
that applies to all directors, officers, employees, and certain designated consultants and contractors. This policy is designed to prevent
trading in the Company's securities while in possession of material nonpublic information and to ensure compliance with applicable
securities laws, including the Securities Exchange Act of 1934 and SEC regulations.

 Under the policy, covered individuals are prohibited
from:

 Buying or selling the Company's securities while aware of material nonpublic information.

 Disclosing material nonpublic information to others who may use that information to trade.

 Engaging in hedging transactions or speculative trading involving the Company's securities.

 Conducting transactions during blackout periods, unless pre-approved under an approved 10b5-1 trading
plan.

 The Company regularly reviews and updates its
Insider Trading Policy to reflect regulatory changes and best practices. Training on compliance with the policy is provided to applicable
personnel, and violations may result in disciplinary action, including termination of employment.

 ITEM 11. EXECUTIVE COMPENSATION

 Executive Compensation

 SUMMARY COMPENSATION TABLE

 The following summary compensation table sets
out details of compensation paid to (a) our principal executive officer; (b) each of our two most highly compensated executive
officers who served as executive officers during the fiscal year ended December 31, 2024; and (c) up to two additional individuals
for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer
at the end of the year ended December 31, 2024.

 NAME AND
 PRINCIPAL POSITION

 YEAR

 SALARY
 ($) (1)

 BONUS
 ($) (2)

 STOCK
 AWARDS
 ($) (3)

 OPTION

 AWARDS
 ($)

 NON-EQUITY
 PLAN
 COMPENSATION
 ($) (3)

 CHANGE IN
 PENSION
 VALUE AND
 NONQUALIFIED
 DEFERRED
 COMPENSATION
 EARNINGS
 ($)

 ALL OTHER
 COMPENSATION
 ($) (4)

 TOTAL
 ($)

 2024

 780,000

 —

 1,815,000

 —

 624,000

 —

 132,468

 3,351,468

 Chief Executive Officer and Director

 2023

 974,616

 —

 2,252,477

 —

 —

 —

 161,081

 3,388,174

 2022

 1,000,000

 —

 6,418,318

 —

 937,500

 —

 142,302

 8,498,120

 2024

 400,000

 —

 300,000

 —

 160,000

 —

 20,483

 880.483

 Chief Financial Officer

 2023

 400,005

 —

 471,684

 —

 —

 —

 35,100

 906,788

 2022

 392,312

 50,000

 1,220,199

 —

 218,800

 —

 32,185

 1,913,496

 2024

 375,000

 —

 281,250

 —

 150,000

 —

 21,809

 828,059

 General Counsel, Chief Compliance Officer, and Secretary

 2023

 375,003

 —

 442,205

 —

 —

 —

 153,053

 970,262

 2022

 375,003

 722,068

 —

 225,000

 —

 138,904

 1,560,975

 1.
 The amounts shown for 2024 reflect salary actually paid to
each named executive officer in 2024 and salary deferred and remaining unpaid. Effective March 4, 2024, the Company's executive
officers, including the named executive officers, agreed to defer 20% of their salaries to reflect a commitment to the Company and
to align their compensation with the broader actions the Company is taking to reduce costs. On November 13, 2024, the Company's
Board of Directors approved the termination of the 20% salary deferral by the Company's executive officers, effective for the pay
period beginning on October 28, 2024. All previously deferred compensation through the pay period ending October 27, 2024 will continue
to be deferred and will not be paid until the Company's liquidity position improves. The amounts reflected in the table include
the deferred amounts ($102,000 for Mr. Dauch; $52,306 for Mr. Ginnan; and $49,035 for Mr. Harrington).

 2.
 The amounts shown for 2022 for Mr. Ginnan and Mr. Harrington
reflect a discretionary bonus for exceptional performance awarded in 2023 for work done in 2022.

 3.
 The amounts shown for 2024 represent the payout earned in
2024 for performance in 2024 under our Short-Term Incentive Plan. These amounts have not been paid to the named executive officers. These
amounts will not be paid until the Company's liquidity position improves. The amounts shown for 2022 represent the payout received
in 2023 for performance in 2022 under our Short-Term Incentive Plan.

 4.
 The following table summarizes the amounts shown for 2024
in the All Other Compensation Column.

 NAME

 EMPLOYER
 401K MATCH
 ($)

 EMPLOYER PAID
 HEALTH
 PREMIUMS
 ($)

 EMPLOYER PAID
 GROUP TERM LIFE
 INSURANCE
 PREMIUMS
 ($) (I)

 EMPLOYER
 PAID
 HOUSING &
 RELOCATION
 ($)

 TAX
 OFFSET
 ($) (II)

 OTHER
 ($)

 TOTAL
 ($)

 5,148

 11,397

 66,252

 49,276

 —

 132,469

 4,062

 16,026

 —

 —

 —

 20,484

 3,808

 17,606

 —

 —

 —

 21,810

 i.
 Amounts reflect the dollar value of premiums paid by the
Company for life insurance in an amount equal to $100,000. Employees may purchase additional life insurance at the employee's expense.
Any additional life insurance the employee may purchase through the Company is payroll deducted.

 ii.
 We provide tax benefits to employees who relocate or spend
a significant amount of time at one of our Company's offices away from their typical work location.

 GRANTS OF PLAN-BASED AWARDS

 The following table provides information regarding grants of share-based
awards to the Named Executive Officers in 2024. These amounts have been adjusted to reflect the Company's 1:20 reverse stock split,
effective June 17, 2024, and the Company's 1:12.5 reverse stock split, effective March 17, 2025.

 ESTIMATED FUTURE

PAYOUTS UNDER NON-EQUITY
 INCENTIVE PLAN AWARDS

 ESTIMATED FUTURE
 PAYOUTS UNDER EQUITY
PLAN AWARDS

 ALL OTHER STOCK AWARDS: NUMBER OF

SHARES OF STOCK

 ALL OTHER OPTION: AWARDS: NUMBER OF SECURITIES

 UNDERLYING

 EXERCISE OR BASE PRICE OF OPTION

 GRANT DATE FAIR VALUE OF
 STOCK AND OPTIONS

 NAME

 AWARD TYPE

 GRANT DATE

 THRESHOLD ($)

 TARGET ($)

 MAXIMUM ($)

 THRESHOLD (#)

 TARGET (#)

 MAXIMUM (#)

 OR UNITS (#)

 OPTIONS
 (#)

 AWARDS ($/SH)

 AWARDS (1)
 ($)

 Restricted Stock

 —

 —

 —

 —

 —

 —

 22,903

 —

 —

 1,815,000

 Performance Share
 Units –Revenue (2)

 —

 —

 —

 11,452

 22,903

 45,806

 —

 —

 —

 —

 Short-Term Incentive Plan

 390,000

 780,000

 1,560,000

 —

 —

 —

 —

 —

 —

 —

 Restricted Stock

 —

 —

 —

 —

 —

 —

 3,786

 —

 —

 300,000

 Performance Share Units –Revenue (2)

 —

 —

 —

 1,893

 3,786

 7,572

 —

 —

 —

 —

 Short-Term Incentive Plan

 200,000

 400,000

 —

 —

 —

 —

 —

 —

 —

 Restricted Stock

 —

 —

 —

 —

 —

 —

 3,549

 —

 —

 281,250

 Performance Share Units –Revenue (2)

 —

 —

 —

 27,847

 3,549

 7,098

 —

 —

 —

 —

 Short-Term Incentive Plan

 93,750

 187,500

 375,000

 —

 —

 —

 —

 —

 —

 —

 1.
 Represents the aggregate grant date fair value of the award
computed in accordance with FASB ASC Topic 718.

 2.
 In accordance with FASB ASC Topic 718, the grant date for
the Revenue-based Performance Share Units has not occurred until the three-year cumulative revenue target condition is known. As such,
no grant date fair value has been determined.

 OUTSTANDING
EQUITY AWARDS

 The following table sets forth information with
respect to the outstanding equity awards of our Named Executive Officers as of December 31, 2024:

 OPTION AWARDS

 STOCK AWARDS

 NAME

 NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS
 (#)
 EXERCISABLE

 SECURITIES
 UNDERLYING UNEXERCISED
 OPTIONS
 (#)
 UNEXERCISABLE

 EQUITY
 PLAN
 AWARDS:
 SECURITIES
 UNDERLYING
 UNEXERCISED
 UNEARNED
 OPTIONS
 (#)

 OPTIONS
 EXERCISE
 PRICE
 ($)

 OPTION
 EXPIRATION DATE

 SHARES OR
 UNITS OF
 STOCK
 THAT
 HAVE NOT VESTED
 (#)

 MARKET
 VALUE OF
 SHARES OR
 UNITS OF
 STOCK
 THAT
 HAVE NOT VESTED
 ($) (1)

 EQUITY
 PLAN
 AWARDS:
 UNEARNED
 SHARES,
 UNITS OR
 OTHER
 RIGHTS
 THAT HAVE
 NOT VESTED
 (#) (1)

 EQUITY
 PLAN
 AWARDS:
 MARKET OR
 PAYOUT
 VALUE OF
 UNEARNED
 SHARES,
 UNITS OR
 OTHER
 RIGHTS
 THAT HAVE
 NOT VESTED
 ($) (1)

 1,186

 —

 —

 2,567.50

 12/30/2031

 1,541

 13,445

 1,000

 8,725

 1,488

 12,983

 1,981

 17,284

 22,903

 199,829

 3,961

 34,560

 22,903

 199,829

 2,077

 1,614

 4,153

 4,153

 3,786

 33,033

 3,786

 33,033

 1,518

 1,265

 3,891

 1,946

 3,549

 30,965

 3,891

 3,549

 30,965

 1.
 The market value of unvested restricted stock is computed
based on the closing price per share of our common stock on December 31, 2024, after giving effect to the Company's
1:20 reverse stock split, effective June 17, 2024, and the Company's 1:12.5 reverse stock split, effective March 17, 2025
. Assumes outstanding performance share units are earned at target (100%). The performance share units can be earned between 0% and 200%.

 EMPLOYMENT
AGREEMENTS AND POTENTIAL PAYMENTS ON CHANGE OF CONTROL AND TERMINATION

 The Company has entered into employment agreements
with each of its current named executive officers. These agreements define the position held by each named executive officer, as well
as base salary level, eligibility to participate in the Company's short- and long-term incentive programs and potential payments
upon termination, including upon a Change of Control (as defined below). The Company's entry into these agreements was conditioned
upon each executive's entry into a non-compete agreement and an assignment of intellectual property and confidentiality agreement
in favor of the Company.

 Under the terms of the employment agreements,
each current named executive officer is entitled to certain payments in the event of a (1) Change of Control and (2) either
(A) the Company's termination of such named executive officer (except for Cause (as defined below)) or (B) the named executive
officer's departure for Good Reason (as such term is defined below). In such event, the Company has agreed to provide to each such
named executive officer (1) a cash severance payment equal to (A) such named executive officer's base salary for a period
of 24 to 36 months, depending on the named executive officer, and (B) a cash bonus for the current year, which may be a prorated
portion of such executive's expected bonus amount for such year or a multiplier of up to 3 times such bonus amount, depending on
the named executive officer, (2) acceleration of all such executive's unvested, outstanding equity awards and (3) D&O
Insurance coverage for 24 months.

 In addition, each current named executive officer
is entitled to certain payments in the event of an involuntary termination, which includes termination of such named executive officer
by the Company without Cause or termination by such named executive officer for Good Reason, in either case when no Change of Control
has occurred. In such an event, the Company has agreed to provide to each such named executive officer (1) a cash severance payment
equal to (A) such named executive officer's base salary for a period of 12 to 24 months, depending on the named executive
officer and (B) a cash bonus for the current year, which may be a prorated portion of such executive's expected bonus amount
for such year or a multiplier of up to 1.5 times of such bonus amount, depending on the named executive officer, (2) prorated acceleration
of such executive's unvested, outstanding equity awards to the date of such triggering event, including a good faith determination
by the Board of performance vesting conditions, and (3) D&O Insurance coverage for 24 months.

 In the event of either a termination upon a Change
of Control, without Cause or with Good Reason, cash payments are due from the Company in a lump sum within 30 days of the triggering
event. In addition, Mr. Dauch is eligible for healthcare and life insurance benefits in a lump sum of $54,000.

 In the event a named executive officer is terminated
for Cause, the Company is required to pay all accrued amounts of base salary and previously granted and unpaid bonus, to the extent all
conditions have been met. In addition, all equity vesting shall terminate immediately in connection with such event.

 Each employment agreement defines a "Change
of Control" as any of the following:

 (a)
 any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes
the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing fifty (50%) percent or more of (i) the outstanding shares of common stock of the Company,
or (ii) the combined voting power of the Company's outstanding securities;

 (b)
 the Company is party to a merger or consolidation, or series
of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), directly or indirectly,
more than fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or

 (c)
 the sale or disposition of all or substantially all of the
Company's assets, or consummation of any transaction, or series of related transactions, having similar effect (other than to a
subsidiary of the Company).

 Each employment agreement defines as "Cause"
as any of the following:

 (a)
 the officer substantially failed to perform his duties or to follow the lawful written directions of the
Board (other than any such failure resulting from incapacity due to physical or mental illness);

 (b)
 the officer engaged in willful misconduct or incompetence that is materially detrimental to the Company
or any of its affiliates;

 (c)
 the officer failed to comply with the Employee Invention Assignment & Confidentiality Agreement,
the Company's insider trading policy, the officer's non-compete agreement or any other policies of the Company where noncompliance
would be materially detrimental to the Company or any of its affiliates; or

 (d)
 the officer's conviction of or plea of guilty or nolo contendere to a felony or crime involving
moral turpitude (excluding drunk driving unless combined with other aggravating circumstances or offenses), or the officer's commission
of any embezzlement, misappropriation, or fraud, whether or not related to the officer's employment with the Company or any of its
affiliates.

 Each employment agreement defines "Good
Reason" as the occurrence of any of the following without such officer's consent:

 (a)
 A reduction in the officer's Base Salary or target Cash Bonus opportunity as a percentage of Base
Salary, except in the event of a one-time reduction in the officer's Base Salary or target Cash Bonus opportunity as part of a Company-wide
or executive team-wide cost-cutting measure or Company-wide or executive team-wide cutback as a result of overall Company performance.

 (b)
 The failure of the Company (i) to continue to provide the officer an opportunity to participate in
any benefit or compensation plans provided to employees who hold positions with the Company comparable to the officer's position,
(ii) to provide the officer all other fringe benefits (or the equivalent) in effect for the benefit of any employee group which includes
any employee who holds a position with the Company comparable to the officer's position, where in the event of a Change of Control,
such comparison shall be made relative to the period immediately prior to the public announcement of such Change of Control; or (iii) to
continue to provide director's and officers' insurance, in each case if such failure causes a material reduction in the officer's
overall compensation and benefits package.

 (c)
 A material breach of the agreement by the Company including, in the event of a Change of Control, the
failure of any successor to assume and agree to perform the obligations under the agreement in the same manner and to the same extent
that the Company would be required to perform such obligations if no succession had taken place, except where such assumption occurs by
operation of law.

 (d)
 A material, adverse change in the officer's authority, duties, or responsibilities (other than temporarily
while the officer is physically or mentally incapacitated or as required by applicable law), taking into account the Company's size,
status as a public company, and capitalization as of the effective date of the agreement, other than a change to a position that is a
substantive functional equivalent.

 (e)
 A change in the officer's principal place of employment that is greater than 75 miles from the officer's
principal place of employment as set forth in the agreement or, if his principal place of employment shall have been changed with his
express or implied consent, a change to a principal place of employment other than such consented place, other than a change directed
by the officer.

 The summaries of these employment agreements are
qualified in their entirety by the copies of these agreements filed as exhibits to the Company's Form 10-K for the year ended
December 31, 2024.

 Compensation of Directors

 Our non-employee directors are generally eligible
to receive compensation for services they provide to us consisting of retainers and equity compensation as described below. During 2024,
each non-employee director was eligible to receive an annual Board retainer of $75,000. The Chairman received an additional retainer of
$25,000.

 In addition to cash compensation, our non-employee
directors are eligible to receive annual equity-based compensation consisting of restricted stock or restricted stock unit awards with
an aggregate grant date value equal to $100,000 or, in the case of the Chairman, $125,000. Generally, the forfeiture restrictions applicable
to the restricted stock or restricted stock unit awards lapse on the six-month anniversary of the date of grant of such awards. The restricted
stock and restricted stock unit awards granted to our non-employee directors are subject to the terms and conditions of our equity plans
and the award agreements pursuant to which such awards are granted. Each non-employee director is also reimbursed for travel and miscellaneous
expenses to attend meetings and activities of the Board or its committees. During 2024, all non-employee directors agreed to change the
payment of the Board's retainer from monthly to quarterly in arrears, as part of the company's overall cost-savings initiatives.

 Name

 FEES EARNED OR PAID
 IN CASH
 ($)

 STOCK AWARDS
 ($) (1)

 TOTAL
 ($)

 Raymond J. Chess

 125,000

 225,000

 Pamela S. Mader

 75,000

 175,000

 Jacqueline A. Dedo

 75,000

 175,000

 William G. Quigley III

 75,000

 175,000

 Austin Scott Miller

 75,000

 175,000

 Brandon Torres Declet (2)

 28,125

 128,215

 Dr. Jean Botti

 50,000

 150,000

 1.

 The amounts reflected in the "Stock Awards" column represent the grant date fair value of restricted stock awards granted to our non-employee directors, as computed in accordance with FASB ASC Topic 718.

 2.

 Mr. Torres Declet's reported fees reflect the prorated amount actually paid to him based on the expiration of his term as director on May 14, 2024. Mr. Torres Declet forfeited one-half of the reported stock awards on that date.

 Directors'
and Officers' Insurance

 The Company has purchased directors' and
officers' liability insurance ("D&O Insurance") for the benefit of its directors and officers, and the directors
and officers of its subsidiaries, against liability incurred by them in the performance of their duties as directors and officers of the
Company, or its subsidiaries, as the case may be. The primary policy also provides coverage to the corporate entity for securities claims.

 Policies and Practices for Granting Certain
Equity Awards

 Our Board approves all equity award grants to
our NEOs on or before the grant date, except to the extent the Board has delegated to the Human Resource Management and Compensation Committee
authority to approve equity grants. Our general practice is to complete our annual executive compensation review and determine performance
goals and target compensation for our NEOs. Accordingly, annual equity awards are typically determined, reviewed and approved at the first
Board meeting of the fiscal year. These grants are then made effective shortly thereafter. On occasion, the Board may grant equity awards
outside of our annual grant cycle for new hires, promotions, recognition, retention or other purposes. While the Board has discretionary
authority to grant equity awards to our NEOs outside of the cycle described above, the Board does not take into account material non-public
information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the
purpose of affecting the value of executive compensation. During fiscal year 2024, we did not grant stock options (or similar awards)
to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic
report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Equity Compensation Plan Information

 SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 The following table shows, as of April 25, 2025,
information regarding outstanding awards available under our compensation plans (including individual compensation arrangement) under
which our equity securities may be delivered:

 PLAN CATEGORY

 (A)
 SECURITIES TO BE
 ISSUED UPON
 EXERCISE OF
 OUTSTANDING
 OPTIONS,
 WARRANTS AND
 RIGHTS

 (B)
 WEIGHTED-
 AVERAGE
 EXERCISE
 PRICE OF
 OUTSTANDING
 OPTIONS, WARRANTS
 AND RIGHTS (4)

 (C)
 SECURITIES
 AVAILABLE FOR
 FUTURE
 ISSUANCE
 (EXCLUDING
 SHARES IN
 COLUMN (A))

 Equity compensation plans approved by security holders:

 2017 Stock Plan (1)

 —

 36,733

 2019 Stock Plan (2)

 1,186

 $
 2,567.50

 1,107

 2023 Long-Term Incentive Plan (3)

 8,990

 —

 203,278

 Total

 10,580

 241,158

 1.

 Represents 404 performance share units assuming target (100%) level performance. The performance share units can be earned between 0% and 200%. In general, these units are settled in cash. At the option of Workhorse, the performance share units may be settled in shares subject to availability of shares for issuance under the applicable plan.

 2.

 Represents 1,186 shares of common stock issuable upon the exercise of outstanding options.

 3.

 Represents 8,990 performance share units assuming target (100%) level performance. The performance share units can be earned between 0% and 200%. In general, these units are settled in cash. At the option of Workhorse, the performance share units may be settled in shares subject to availability of shares for issuance under the applicable plan.

 Beneficial Ownership Table

 The following table shows the number of shares
of common stock beneficially owned as of April 25, 2025 by (i) each director, by each current executive officer, and by all
current directors and executive officers as a group and (ii) all the persons who were known to be beneficial owners of five percent
or more of our common stock, our only voting securities, on April 25, 2025. Applicable percentage ownership is based on 7,515,582
shares of common stock outstanding as of April 25, 2025.

 NAME OF BENEFICIAL OWNER (1)

 COMMON STOCK

BENEFICIALLY OWNED

 PERCENTAGE OF

COMMON STOCK (2)

 DIRECTORS

 Raymond J. Chess

 2,570

 *

 15,716

 (3)

 *

 Jacqueline A. Dedo

 1,864

 *

 Pamela S. Mader

 1,674

 *

 William G. Quigley III

 1,592

 *

 Austin Scott Miller

 1,556

 *

 Dr. Jean Botti

 1,710

 *

 EXECUTIVE OFFICERS

 Joshua J. Anderson

 1,237

 (4)

 *

 Ryan W. Gaul

 1,586

 (5)

 *

 2,007

 (6)

 *

 2,013

 (7)

 *

 Stanley R. March

 1,433

 (8)

 *

 James C. Peters

 (9)

 *

 All officers and directors as a group (13 people)

 35,789

 *

 *
 Less than one percent.

 1.
 Except as otherwise indicated, the address of each beneficial
owner is c/o Workhorse Group Inc., 3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241.

 2.
 Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Stock options
to purchase shares of common stock that are currently exercisable or exercisable within 60 days of April 25, 2025 are deemed to be beneficially
owned by the person holding such securities for the purpose of computing the percentage of ownership of such person but are not treated
as outstanding for the purpose of computing the percentage ownership of any other person.

 3.
 Includes 1,981 shares of restricted stock held by Mr. Dauch
that vest on February 22, 2026 and options to purchase 1,186 shares of common stock at an exercise price of $2,567.50, Excludes (i) 3,961
Performance Units for the performance period of January 1, 2023 to December 31, 2025; and 22,903 Performance Units for the performance
period of January 1, 2024 to December 31, 2026; and (ii) 15,269 Restricted Stock Units that vest ratably on February 21, 2026 and February
21, 2027.

 4.
 Includes 124 shares of restricted stock held by Mr. Anderson
that vest on February 22, 2026, Excludes (i) 248 Performance Units for the performance period of January 1, 2023 to December 31, 2025;
and 1,969 Performance Units for the performance period of January 1, 2024 to December 31, 2026; and (ii) 1,313 Restricted Stock Units

 5.
 Includes 202 shares of restricted stock held by Mr. Gaul
that vest on February 22, 2026, Excludes (i) 404 Performance Units for the performance period of January 1, 2023 to December 31, 2025;
and 3,218 Performance Units for the performance period of January 1, 2024 to December 31, 2026; and (ii) 2,146 Restricted Stock Units

 6.
 Includes 238 shares of restricted stock held by Mr. Ginnan
that vest on February 22, 2026, Excludes (i) 476 Performance Units for the performance period of January 1, 2023 to December 31, 2025;
and 3,786 Performance Units for the performance period of January 1, 2024 to December 31, 2026; and (ii) 2,524 Restricted Stock Units

 7.
 Includes 223 shares of restricted stock held by Mr. Harrington
that vest on February 22, 2026, Excludes (i) 446 Performance Units for the performance period of January 1, 2023 to December 31, 2025;
and 3,549 Performance Units for the performance period of January 1, 2024 to December 31, 2026; and (ii) 2,366 Restricted Stock Units

 8.
 Includes 119 shares of restricted stock held by Mr. March
that vest on February 22, 2026, Excludes (i) 238 Performance Units for the performance period of January 1, 2023 to December 31, 2025;
and 1,893 Performance Units for the performance period of January 1, 2024 to December 31, 2026; and (ii) 1,262 Restricted Stock Units

 9.
 Includes 103 shares of restricted stock held by Mr. Peters
that vest on February 22, 2026, Excludes (i) 206 Performance Units for the performance period of January 1, 2023 to December 31, 2025;
and 1,641 Performance Units for the performance period of January 1, 2024 to December 31, 2026; and (ii) 1,094 Restricted Stock Units

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE

 Related Person Transactions

 The Company obtains its general liability
and property and casualty insurance through AssuredPartners NL, LLC ("Assured").
Gerald B. Budde, a former director of the Company, is currently the Chief Financial Officer of Accretive Insurance Solutions
Inc. ("Accretive"). Assured and Accretive are both subsidiaries of AssuredPartners Capital, Inc. The placement of
insurance was completed by an Assured agent and Mr. Budde did not participate in any decisions about insurance, nor was he paid
any portion of the brokerage fee. Assured earned brokerage fees of approximately $150,000 and $300,000 for the years
ended December 31, 2024 and 2023, respectively.

 Other than as noted above, at no time during the
last two fiscal years has any executive officer, director or any member of these individuals' immediate families, any corporation
or organization with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serves as
a trustee or in a similar capacity or has a substantial beneficial interest been indebted to the Company or was involved in any transaction
in which the amount exceeded $120,000 and such person had a direct or indirect material interest.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The Audit Committee of the Board has appointed
Berkowitz Pollack Brant Advisors + CPAs ("BPB") as our independent registered public accounting firm to audit our consolidated
financial statements for the fiscal year ending December 31, 2025.

 FEES PAID
TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 The following table sets forth the fees paid to
BPB, and Grant Thornton LLP, our prior independent registered public accounting firm, in 2024 and 2023, respectively. Fees for professional
services provided by our independent auditors, in each of the last two years, in each of the following categories including expenses
are:

 2024

 2023

 Audit fees

 345,000

 $
 493,000

 Audit-related fees

 —

 $
 121,000

 Tax fees

 —

 —

 All other fees

 —

 —

 Total fees

 345,000

 $
 614,000

 AUDIT
FEES

 Audit fees include the audit of the Annual Report
on Form 10-K, including reviews of the Quarterly Reports on Form 10-Q. Audit-related fees include work associated with
registration statements. The policy of the Audit Committee is to approve the appointment of the principal auditing firm and any permissible
audit-related services. Fees charged by our independent auditors were approved by the Audit Committee with the most recent engagement
letter signed by William G. Quigley III, Audit Committee Chairman.

 The Audit Committee is responsible for the pre-approval
of audit and permitted non-audit services to be performed by the Company's independent auditors. The Audit Committee will, on an
annual basis, consider and, if appropriate, approve the provision of audit and non-audit services by the independent auditors. Thereafter,
the Audit Committee will, as necessary, consider and, if appropriate, approve the provision of additional audit and non-audit services
by the independent auditors which are not encompassed by the Audit Committee's annual pre-approval and are not prohibited by law.
The Audit Committee has delegated to the Audit Committee Chairman the authority to pre-approve, on a case-by-case basis, non-audit services
to be performed by the independent auditors. The Audit Committee has approved all audit and permitted non-audit services performed by
the independent auditors for the year ended December 31, 2024.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 1.
 Financial statements and schedules.

 No financial statement or supplemental
data are filed with this report on Form 10-K/A. See Index to Financial Statements and Supplemental Data of the Original 10-K Filing.

 3.
 The exhibits listed in the following Index to Exhibits are
filed or incorporated by reference as part of this report.

 Exhibit No.

 Description

 Form Incorporated From

 Report Date

 3.1

 Certificate of Designation for Series A Preferred Stock

 1/4/2010

 3.2

 Certificate of Change

 5/25/2010

 3.3

 Certificate of Correction

 5/25/2010

 3.4

 Articles of Merger

 5/25/2010

 3.5

 Certificate of Correction (Articles of Merger)

 5/25/2010

 3.6

 Certificate of Amendment to the Certificate of Incorporation

 9/10/2010

 3.7

 Certificate of Incorporation

 SB-2

 2/4/2008

 3.8

 Articles of Merger between AMP Holding Inc. and Workhorse Group Inc.

 4/16/2015

 3.9

 Certificate of Change filed December 9, 2015

 12/10/2015

 3.10

 Certificate of Amendment to the Certificate of Incorporation dated August 8, 2017

 8/9/2017

 3.11

 Certificate of Amendment to the Certificate of Incorporation dated May 3, 2019

 5/7/2019

 3.12

 Certificate of Change, dated as of March 17, 2025.

 3/12/2025

 3.13

 Certificate of Designation of Series B Preferred Stock

 6/6/2019

 3.14

 First Amended and Restated Bylaws of Workhorse Group Inc.

 4/4/2022

 3.15

 Certificate of Amendment to the Company's Articles of Incorporation

 9/6/2023

 3.16

 Second Amended and Restated Bylaws

 7/12/2023

 4.1

 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934

 4.2

 Indenture, dated December 27, 2023, by and between Workhorse Group Inc. and U.S. Bank, National Association

 12/28/2023

 4.3

 Supplemental Indenture, dated December 27, 2023, by and between Workhorse Group Inc. and U.S. Bank, National Association

 12/28/2023

 4.4

 Form of Second Supplemental Indenture

 4.5

 Form of Third Supplemental Indenture

 5/10/2024

 4.6

 Form of Fourth Supplemental Indenture

 5/29/2024

 4.7

 Form of Fifth Supplemental Indenture

 7/18/2024

 4.8

 Form of Sixth Supplemental Indenture

 8/23/2024

 4.9

 Form of Seventh Supplemental Indenture

 9/30/2024

 4.10

 Eighth Supplemental Indenture

 10/16/2024

 4.11

 Ninth Supplemental Indenture

 11/27/2024

 4.12

 Tenth Supplemental Indenture

 12/16/2024

 4.13

 Eleventh Supplemental Indenture

 1/27/2025

 10.1

 Director Agreement by and between Workhorse Group Inc. and Raymond Chess dated October 24, 2013

 10/30/2013

 10.2

 Form of Indemnification Agreement

 3/1/2021

 + 10.3

 Employment Agreement between Workhorse Group Inc. and Ryan Gaul dated April 22, 2021

 4/26/2021

 + 10.4

 Employment Agreement between Workhorse Group Inc. and Richard Dauch dated July 26, 2021

 7/26/2021

 + 10.5

 Employment Agreement between Workhorse Group Inc. and James D. Harrington, dated August 16, 2021

 + 10.6

 Employment Agreement between Workhorse Group Inc. and Joshua Anderson, dated September 21, 2021

 + 10.7

 Employment Agreement between Robert Ginnan and Workhorse Group Inc. dated January 4, 2022

 1/4/2022

 10.8

 Vehicle Supply and Purchase Agreement, dated February 28, 2022, between the Company and GreenPower Motor Company, Inc.

 2/28/2022

 10.9

 At-the-Market-Sales Agreement, dated March 10, 2022, between the Company and BTIG, LLC.

 3/10/2022

 + 10.10

 2017 Incentive Stock Plan

 8/9/2022

 + 10.11

 2019 Incentive Stock Plan

 3/13/2020

 + 10.12

 Form of Non-Statutory Option Award Agreement between Workhorse Group Inc. and Richard Dauch

 11/9/2021

 + 10.13

 Form of Executive Restricted Stock Award Agreement under 2019 Incentive Stock Plan

 + 10.14

 Form of Performance Share Unit Award Agreement under 2019 Incentive Stock Plan

 + 10.15

 Form of Executive Restricted Stock Award Agreement under 2017 Incentive Stock Plan and 2023 Long-Term Incentive Plan

 + 10.16

 Form of Performance Share Unit Award Agreement under 2017 Incentive Stock Plan and 2023 Long-Term Incentive Plan

 + 10.17

 Form of Director Restricted Stock Award Agreement under 2017 Incentive Stock Plan

 + 10.18

 Short-Term Incentive Plan

 + 10.19

 Workhorse Group Inc. 2023 Long-Term Incentive Plan, as amended and restated, effective as of May 2, 2023 (incorporated by reference to Appendix A to the registrant's definitive additional materials as filed with the Securities and Exchange Commission on April 24, 2023).

 5/15/2023

 10.20

 Floorplan and Security Agreement, dated as of August 10, 2023, by and between Workhorse Technologies Inc. and Mitsubishi HC Capital America, Inc.

 8/14/2023

 10.21

 Form of Securities Purchase Agreement, dated December 12, 2023, by and between Workhorse Group Inc. and the purchaser thereto

 10.22

 Form of Note, dated December 12, 2023, by and between Workhorse Group Inc. and the holder thereto

 10.23

 Form of Warrant dated December 12, 2023, by and between Workhorse Group Inc. and the holder thereto

 10.24

 Purchase Agreement, dated December 12, 2023, by and between Workhorse Group Inc. and the purchaser thereto

 10.25

 Form of Registration Rights Agreement, dated December 12, 2023, by and between Workhorse Group Inc. and the purchaser thereto

 10.26

 Form of Security Agreement, dated December 27, 2023, by and between Workhorse Group Inc. and the investor party thereto

 12/28/2023

 10.27

 Form of Guaranty, Dated December 27, 2023, by and among the investor and the guarantors party thereto

 12/28/2023

 + 10.28

 First Amendment to Employment Agreement, dated November 13, 2023, by and between Workhorse Group Inc. and Rick Dauch

 11/14/2023

 + 10.29

 Form of Executive Restricted Stock Unit Award Agreement under 2023 Long-Term Incentive Plan

 3/12/2024

 + 10.30

 Form of Director Restricted Stock Unit Award Agreement under 2023 Long-Term Incentive Plan

 3/12/2024

 + 10.31

 Amendment to Employment Agreement and Salary Deferral Agreement, dated as of March 11, 2024, by and between the Company and Richard Dauch.

 5/20/2024

 + 10.32

 Amendment to Employment Agreement and Salary Deferral Agreement, dated as of March 11, 2024, by and between the Company and Robert Ginnan.

 5/20/2024

 + 10.33

 Amendment to Employment Agreement and Salary Deferral Agreement, dated as of March 11, 2024, by and between the Company and James Harrington.

 5/20/2024

 10.34

 Purchase and Sale Agreement, dated as of January 31, 2024, between the Company and William Repny LLC

 2/1/2024

 10.35

 First Amendment to Green Senior Secured Convertible Note, dated February 29, 2024

 3/1/2024

 10.36

 Form of Securities Purchase Agreement, dated as of March 15, 2024

 10.37

 Form of Note, dated as of March 15, 2024

 10.38

 Form of Warrant, dated as of March 15, 2024

 10.39

 Form of Security Agreement, dated as of March 15, 2024

 10.40

 Form of Guarantee, dated as of March 15, 2024

 16.1

 Letter from Grant Thornton dated December 9, 2024

 12/9/2024

 19.1

 Insider Trading Policy

 21.1

 List of Subsidiaries

 23.1

 Consent of Berkowitz Pollack Brant Advisors + CPAs

 23.2

 Consent of Grant Thornton LLP

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Clawback Policy, effective October 2, 2023

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Exhibits that are filed with this report.

 Indicates a management contract or compensatory arrangement.

 ITEM 16. FORM 10-K SUMMARY

 None.

 Signatures

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 WORKHORSE GROUP INC.

 Dated: April 30, 2025

 By:

 /s/ Richard Dauch

 Name:

 Richard Dauch

 Title:

 Chief Executive Officer, President and Director (Principal Executive Officer)

 In accordance with the Exchange Act, this report has been signed below
by the following persons on April 30, 2025, on behalf of the registrant and in the capacities indicated.

 Signature

 Title

 /s/ Richard Dauch

 Chief Executive Officer, President and Director

 (Principal Executive Officer)

 Richard Dauch

 /s/ Robert M. Ginnan

 Chief Financial Officer

 (Principal Financial Officer and Principal Accounting Officer)

 /s/ Raymond Chess

 Raymond Chess

 /s/ Jacqueline Dedo

 Jacqueline Dedo

 /s/ William G. Quigley III

 William G. Quigley III

 /s/ Austin Scott Miller

 Austin Scott Miller

 /s/ Pamela S. Mader

 Pamela S. Mader

 /s/ Dr. Jean Botti

 Jean Botti

 0001425287 true FY

 2024-01-01
 2024-12-31

 2024-06-30

 2025-03-21

 2024-12-31

 2024-01-01
 2024-12-31

 us-gaap: RestrictedStockMember
 wkhs: RichardFDauchMember

 us-gaap: PerformanceSharesMember
 wkhs: RichardFDauchMember

 wkhs: ShortTermIncentivePlanMember
 wkhs: RichardFDauchMember

 us-gaap: RestrictedStockMember
 wkhs: RobertMGinnanMember

 us-gaap: PerformanceSharesMember
 wkhs: RobertMGinnanMember

 wkhs: ShortTermIncentivePlanMember
 wkhs: RobertMGinnanMember

 us-gaap: RestrictedStockMember
 wkhs: JamesDHarringtonMember

 us-gaap: PerformanceSharesMember
 wkhs: JamesDHarringtonMember

 wkhs: ShortTermIncentivePlanMember
 wkhs: JamesDHarringtonMember