8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 1, 2021

WABASH NATIONAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (765) 771-5310

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On March 1, 2021, Brent L. Yeagy, President and Chief Executive Officer of Wabash National Corporation (the "Company"), entered into a pre-arranged stock trading plan (the "10b5-1 Plan") for the purposes of long term financial planning and portfolio diversification. The 10b5-1 Plan allows for a sale of a maximum of 22,032 shares of Common Stock and for the exercise of options to purchase a maximum of 39,360 shares of Common Stock to be contemporaneously sold upon exercise, at a specified market price, commencing 30 days after the adoption of the 10b5-1 Plan and continuing until all such shares are sold, or March 31, 2022, whichever comes first. Based on his current ownership of Common Stock, if under the 10b5-1 Plan all of the options to purchase Common Stock were exercised and all of the Common Stock were purchased, Mr. Yeagy would own approximately 83% of his current beneficially owned shares of Common Stock.

The 10b5-1 Plan was designed to comply with the Company's insider trading policies and the guidelines specified in Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. Mr. Yeagy will continue to be subject to the Company's stock ownership guidelines, and the sales contemplated by the 10b5-1 Plan will not reduce his ownership of Common Stock below the level required by the guidelines.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.