FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Declet Brandon Torres
  2. Issuer Name and Ticker or Trading Symbol
Workhorse Group Inc. [WKHS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O WORKHORSE GROUP INC., 3600 PARK 42 DRIVE, SUITE 160E		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2024
(Street)

SHARONVILLE, OH 45241		 4. If Amendment, Date Original Filed (Month/Day/Year)
02/23/2024		 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/21/2024   A   315,457     (1)   (1) Common Stock, $0.001 par value per share 315,457 $ 0 315,457 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Declet Brandon Torres
C/O WORKHORSE GROUP INC.
3600 PARK 42 DRIVE, SUITE 160E
SHARONVILLE, OH 45241		   X      

Signatures

 /s/ Arthur McMahon III, attorney-in-fact for Brandon Torres Declet   05/16/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares of restricted stock units ("RSUs") granted to the reporting person. Each RSU represents a contingent right to receive one share of common stock of Workhorse Group Inc. (the "Company"), vesting on August 21, 2024. Upon vesting, the RSUs may be settled in cash at the discretion of the Company's Board of Directors or Compensation Committee. If the reporting person is no longer a director of the Company on August 21, 2024 by reason of death, disability, or not standing for re-election, the RSUs will vest pro rata based on the number of board meetings attended by the grantee in 2024, as compared to the total number of scheduled board meetings in 2024 between the grant date and the six-month anniversary thereof. The stock price reflected in Table I Column 4 was determined based on fair market value as the closing trading price of the Company's common stock on the grant date.
 
Remarks:
Due to administrative error, the original Form 4 did not contemplate the ability of the Company to settle the RSUs in cash.

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