Workhorse Group Inc. filed an 8-K on October 29, 2026, disclosing a Manufacturing Spec Unit Purchase Agreement and a non-binding letter of intent with UK-based Rhaelm Holdings Limited, entered into on October 28, 2026.

Key Highlights

  • $10 million agreement: Rhaelm Holdings Limited will pay Workhorse Group $10,000,000 over three installments to build a full-scale TerraPod manufacturing spec unit at the company's Union City, Indiana facility.
  • UK-based counterparty: Rhaelm Holdings Limited is described in the filing as a UK-based developer of sovereign AI infrastructure.
  • Non-binding letter of intent: The parties also signed a non-binding LOI on October 28, 2026, targeting execution of a definitive supply agreement by December 31, 2026.
  • Contingent 150-unit order: The LOI contemplates an initial order by Rhaelm for 150 TerraPod systems, conditioned on execution of the supply agreement, platform acceptance, definitive documentation, and required internal approvals by Rhaelm.
  • Right of first refusal: The contemplated supply agreement would include a right of first refusal for Workhorse to supply Rhaelm's U.S. modular data center projects.
  • No assurance provided: The filing states, "There can be no assurance that a definitive supply agreement will be signed or that any order will be placed."

Workhorse Group Enters TerraPod Manufacturing and Supply Arrangements With Rhaelm

According to the filing, Workhorse Group Inc. (NASDAQ:WKHS) entered into a Manufacturing Spec Unit Purchase Agreement (the "MSPA") with Rhaelm Holdings Limited on October 28, 2026. Under the MSPA, Rhaelm will pay the company $10,000,000 in three installments to fund construction of a full-scale TerraPod manufacturing spec unit at Workhorse's Union City, Indiana facility. The full text of the MSPA was filed as Exhibit 10.1 to the 8-K.

On the same date, the filing discloses, the company and Rhaelm also executed a non-binding letter of intent reflecting both parties' intention to work toward a definitive supply agreement. According to the filing, the parties are targeting a signing date of December 31, 2026. The contemplated supply agreement would involve joint engineering work, milestone-based prepayments toward a first order, and a right of first refusal for Workhorse to supply Rhaelm's U.S. modular data center projects.

The LOI also contemplates a contingent initial order for 150 TerraPod systems. The filing specifies that this order is conditioned on execution of the supply agreement, Rhaelm's acceptance of the co-developed platform, definitive documentation, and required internal approvals by Rhaelm. The company's press release, dated October 29, 2026 and furnished as Exhibit 99.1, announced both arrangements. The filing contains forward-looking statements that the company cautions are subject to numerous risks and uncertainties, including the non-binding nature of the LOI and the conditioned status of the contemplated 150-unit order.

What Was Disclosed

Workhorse Group disclosed a $10,000,000 Manufacturing Spec Unit Purchase Agreement and a non-binding letter of intent with Rhaelm Holdings Limited, both dated October 28, 2026, relating to TerraPod manufacturing and a potential supply relationship for modular data center systems.