securities and exchange commission

Washington, D.C. 20549






Statement of Eligibility

Under The Trust Indenture Act of 1939 of a

Corporation Designated to Act as Trustee

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)





(Exact name of Trustee as specified in its charter)



I.R.S. Employer Identification No.


800 Nicollet Mall

Minneapolis, Minnesota




(Address of principal executive offices)   (Zip Code)


Daniel Boyers

U.S. Bank Trust Company, National Association

425 Walnut Street

Cincinnati, OH 45202

(513) 632-2077

(Name, address and telephone number of agent for service)


Workhorse Group, Inc.

(Issuer with respect to the Securities)


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




(Address of Principal Executive Offices)   (Zip Code)


Debt Securities

(Title of the Indenture Securities)









Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.


a)Name and address of each examining or supervising authority to which it is subject.


Comptroller of the Currency

Washington, D.C.


b)Whether it is authorized to exercise corporate trust powers.




Item 2.AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.




Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.


Item 16.LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.


1.A copy of the Articles of Association of the Trustee, attached as Exhibit 1.


2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.


3.A copy of the authorization of the Trustee to exercise corporate trust powers, included as Exhibit 2.


4.A copy of the existing bylaws of the Trustee, attached as Exhibit 4.


5.A copy of each Indenture referred to in Item 4. Not applicable.


6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.


7.Report of Condition of the Trustee as of September 30, 2023, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.







Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cincinnati, State of Ohio on the 27th of December, 2023.


  By: /s/ Daniel Boyers
    Daniel Boyers
    Vice President